Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Dec. 31, 2020 | Feb. 12, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Ecoark Holdings, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --03-31 | |
Entity Common Stock, Shares Outstanding | 22,470,401 | |
Amendment Flag | false | |
Entity Central Index Key | 0001437491 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 000-53361 | |
Entity Incorporation, State or Country Code | NV | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 |
CURRENT ASSETS | ||
Cash ($85 and $85 pledged as collateral for credit as of December 31, 2020 and March 31, 2020, respectively and $250 and $50 restricted at December 31, 2020 and March 31, 2020, respectively) | $ 7,981 | $ 406 |
Accounts receivable, net of allowance of $709 and $500 as of December 31, 2020 and March 31, 2020, respectively | 417 | 172 |
Note receivable, net of allowance of $0 and $25 as of December 31, 2020 and March 31, 2020, respectively | ||
Inventories – Crude Oil | 129 | |
Prepaid expenses and other current assets | 1,512 | 676 |
Total current assets | 10,039 | 1,254 |
NON-CURRENT ASSETS | ||
Property and equipment, net | 3,921 | 3,965 |
Intangible assets, net | 2,136 | 2,350 |
Oil and gas properties, full cost-method | 11,795 | 6,135 |
Goodwill | 10,225 | 10,225 |
Right of use assets – financing leases | 480 | 589 |
Right of use assets – operating leases | 480 | 142 |
Non-current assets of discontinued operations | 249 | 249 |
Other assets | 7 | |
Total non-current assets | 29,286 | 23,662 |
TOTAL ASSETS | 39,325 | 24,916 |
CURRENT LIABILITIES | ||
Accounts payable | 1,867 | 751 |
Accrued liabilities | 1,738 | 3,036 |
Due to prior owners | 814 | 2,358 |
Warrant derivative liabilities | 6,343 | 2,775 |
Current portion of long-term debt | 789 | 6,401 |
Notes payable – related parties | 772 | 2,172 |
Current portion of lease liability – financing leases | 140 | 137 |
Current portion of lease liability – operating leases | 204 | 85 |
Current liabilities of discontinued operations | 228 | 228 |
Total current liabilities | 12,895 | 17,943 |
NON-CURRENT LIABILITIES | ||
Lease liability – financing leases, net of current portion | 331 | 436 |
Lease liability – operating leases, net of current portion | 321 | 74 |
Long-term debt, net of current portion | 1,488 | 421 |
Asset retirement obligations | 431 | 295 |
Total liabilities | 15,466 | 19,169 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS’ EQUITY (Numbers of shares rounded to thousands) | ||
Preferred stock, $0.001 par value; 5,000 shares authorized; none and 1(Series C) issued and outstanding as of December 31, 2020 and March 31, 2020, respectively | ||
Common stock, $0.001 par value; 30,000 shares authorized, 22,470 shares issued and 22,353 shares outstanding as of December 31, 2020, and 40,000 shares authorized, 17,175 shares issued and 17,058 shares outstanding as of March 31, 2020 | 22 | 17 |
Additional paid-in-capital | 165,195 | 135,424 |
Accumulated deficit | (139,687) | (128,023) |
Treasury stock, at cost | (1,671) | (1,671) |
Total stockholders’ equity | 23,859 | 5,747 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 39,325 | $ 24,916 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 |
Pledged as collateral for credit (in Dollars) | $ 85 | $ 85 |
Restricted Cash (in Dollars) | 250 | 50 |
Accounts receivable, net of allowance (in Dollars) | 709 | 500 |
Note receivable, net of allowance (in Dollars) | $ 0 | $ 25 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000 | 40,000 |
Common stock, shares issued | 22,470 | 17,175 |
Common stock, shares outstanding | 22,353 | 17,058 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 0 | 1 |
Preferred stock, shares outstanding | 0 | 1 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||
REVENUES | $ 4,465 | $ 140 | $ 10,056 | $ 219 |
COST OF REVENUES | 3,218 | 67 | 6,644 | 128 |
GROSS PROFIT | 1,247 | 73 | 3,412 | 91 |
OPERATING EXPENSES: | ||||
Selling, general and administrative | 4,710 | 2,232 | 11,970 | 5,464 |
Depreciation, amortization, depletion and accretion | 509 | 68 | 1,133 | 216 |
Research and development | 264 | 424 | 630 | 2,109 |
Total operating expenses | 5,483 | 2,724 | 13,733 | 7,789 |
Loss from continuing operations before other income (expense) | (4,236) | (2,651) | (10,321) | (7,698) |
OTHER INCOME (EXPENSE): | ||||
Change in fair value of derivative liabilities | 481 | (2,376) | (15,901) | (2,392) |
Gain (loss) on exchange of warrants for common stock | 2,755 | (220) | 19,338 | (1,059) |
Loss on conversion of long-term debt and accrued expenses | (3,969) | |||
Forgiveness of debt | 1,850 | 1,850 | ||
Gain (loss) on disposal of fixed assets | 16 | (105) | 16 | |
Loss on abandonment of oil and gas property | (83) | |||
Interest expense, net of interest income | (318) | (188) | (2,473) | (323) |
Total other income (expenses) | 4,768 | (2,768) | (1,343) | (3,758) |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | 532 | (5,419) | (11,664) | (11,456) |
DISCONTINUED OPERATIONS: | ||||
Loss from discontinued operations | ||||
Gain on disposal of discontinued operations | 2 | |||
Total discontinued operations | 2 | |||
PROVISION FOR INCOME TAXES | ||||
NET INCOME (LOSS) | $ 532 | $ (5,419) | $ (11,664) | $ (11,454) |
NET EARNINGS (LOSS) PER SHARE | ||||
Basic: Continuing operations (in Dollars per share) | $ 0.02 | $ (0.40) | $ (0.58) | $ (0.93) |
Discontinued operations (in Dollars per share) | ||||
Total (in Dollars per share) | 0.02 | (0.40) | (0.58) | (0.93) |
Diluted: Continuing operations (in Dollars per share) | 0.02 | (0.40) | (0.58) | (0.93) |
Discontinued operations (in Dollars per share) | ||||
Total (in Dollars per share) | $ 0.02 | $ (0.40) | $ (0.58) | $ (0.93) |
SHARES USED IN CALCULATION OF NET EARNINGS (LOSS) PER SHARE | ||||
Basic (in Shares) | 21,300 | 13,508 | 19,950 | 12,268 |
Diluted (in Shares) | 24,192 | 13,508 | 19,950 | 12,268 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Changes In Stockholders’ Equity (Deficit) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Preferred | Common | Additional Paid-In- Capital | Accumulated Deficit | Treasury Stock | Total |
Balances at Mar. 31, 2019 | $ 11 | $ 113,352 | $ (115,886) | $ (1,671) | $ (4,194) | |
Balances (in Shares) at Mar. 31, 2019 | 10,515 | |||||
Shares issued in acquisition of Trend Holdings | $ 1 | 3,235 | 3,236 | |||
Shares issued in acquisition of Trend Holdings (in Shares) | 1,100 | |||||
Share-based compensation | 582 | 582 | ||||
Net income (loss) | (1,646) | (1,646) | ||||
Balances at Jun. 30, 2019 | $ 12 | 117,169 | (117,532) | (1,671) | (2,022) | |
Balances (in Shares) at Jun. 30, 2019 | 11,615 | |||||
Shares issued in exchange for warrants | $ 1 | 3,292 | 3,293 | |||
Shares issued in exchange for warrants (in Shares) | 855 | |||||
Shares issued for services rendered | 211 | 211 | ||||
Shares issued for services rendered (in Shares) | 60 | |||||
Preferred stock issuance | 404 | 404 | ||||
Preferred stock issuance (in Shares) | 2 | |||||
Share-based compensation | 630 | 630 | ||||
Net income (loss) | (4,389) | (4,389) | ||||
Balances at Sep. 30, 2019 | $ 13 | 121,706 | (121,921) | (1,671) | (1,873) | |
Balances (in Shares) at Sep. 30, 2019 | 2 | 12,530 | ||||
Preferred shares converted to common stock | $ 1 | (1) | ||||
Preferred shares converted to common stock (in Shares) | (2) | 752 | ||||
Shares issued in exchange for warrants | 2,186 | 2,186 | ||||
Shares issued in exchange for warrants (in Shares) | 448 | |||||
Shares issued for services rendered | 253 | 253 | ||||
Shares issued for services rendered (in Shares) | 50 | |||||
Shares issued for services to be rendered | 247 | 247 | ||||
Shares issued for services to be rendered (in Shares) | 50 | |||||
Preferred shares issued for cash (in Shares) | 1 | |||||
Share-based compensation | 1,345 | 1,345 | ||||
Net income (loss) | (5,419) | (5,419) | ||||
Balances at Dec. 31, 2019 | $ 14 | 125,736 | (127,340) | (1,671) | (3,261) | |
Balances (in Shares) at Dec. 31, 2019 | 1 | 13,830 | ||||
Balances at Mar. 31, 2020 | $ 17 | 135,424 | (128,023) | (1,671) | 5,747 | |
Balances (in Shares) at Mar. 31, 2020 | 1 | 17,175 | ||||
Shares issued in the conversion of long-term debt and accrued interest | $ 1 | 3,941 | 3,942 | |||
Shares issued in the conversion of long-term debt and accrued interest (in Shares) | 525 | |||||
Shares issued in the conversion of accounts payable and accrued expenses | 677 | 677 | ||||
Shares issued in the conversion of accounts payable and accrued expenses (in Shares) | 93 | |||||
Preferred shares converted into common shares (in Shares) | (1) | 308 | ||||
Shares issued in the exercise of warrants, net of expenses | $ 2 | 6,674 | 6,676 | |||
Shares issued in the exercise of warrants, net of expenses (in Shares) | 1,532 | |||||
Shares issued in the exercise of stock options | 349 | 349 | ||||
Shares issued in the exercise of stock options (in Shares) | 89 | |||||
Share-based compensation | 1,114 | 1,114 | ||||
Net income (loss) | (21,181) | (21,181) | ||||
Balances at Jun. 30, 2020 | $ 20 | 148,179 | (149,204) | (1,671) | (2,676) | |
Balances (in Shares) at Jun. 30, 2020 | 19,722 | |||||
Shares issued in exchange for warrants | $ 1 | 5,575 | 5,576 | |||
Shares issued in exchange for warrants (in Shares) | 1,088 | |||||
Shares issued in the exercise of cash less stock options (in Shares) | 1 | |||||
Shares issued for services rendered | 485 | 485 | ||||
Shares issued for services rendered (in Shares) | 30 | |||||
Shares issued in acquisition of oil and gas reserves and fixed assets | 2,750 | 2,750 | ||||
Shares issued in acquisition of oil and gas reserves and fixed assets (in Shares) | 171 | |||||
Shares issued in the conversion of long-term debt and accrued interest | 2,635 | 2,635 | ||||
Shares issued in the conversion of long-term debt and accrued interest (in Shares) | 192 | |||||
Share-based compensation | 36 | 36 | ||||
Net income (loss) | 8,985 | 8,985 | ||||
Balances at Sep. 30, 2020 | $ 21 | 159,660 | (140,219) | (1,671) | 17,791 | |
Balances (in Shares) at Sep. 30, 2020 | 21,204 | |||||
Shares issued in exchange for warrants | 2,106 | 2,106 | ||||
Shares issued in exchange for warrants (in Shares) | 376 | |||||
Common share issued for cash (net of expenses and allocation to derivative liability) | $ 1 | 3,010 | 3,011 | |||
Common share issued for cash (net of expenses and allocation to derivative liability) (in Shares) | 889 | |||||
Share-based compensation | 419 | 419 | ||||
Share adjustment – reverse split (in Shares) | 1 | |||||
Net income (loss) | 532 | 532 | ||||
Balances at Dec. 31, 2020 | $ 22 | $ 165,195 | $ (139,687) | $ (1,671) | $ 23,859 | |
Balances (in Shares) at Dec. 31, 2020 | 22,470 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (11,664) | $ (11,454) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, amortization, depletion and accretion | 1,133 | 216 |
Share-based compensation | 1,569 | 2,556 |
Common stock issued for services | 485 | 463 |
Change in fair value of derivative liabilities | 15,901 | 2,392 |
Interest expense on warrant derivative liabilities | 107 | |
Forgiveness of debt | (1,850) | |
Bad debt | 209 | |
(Gain) loss on exchange of warrants | (19,338) | 1,059 |
Commitment fees on credit facility advances | 38 | |
Gain (loss) on sale of fixed assets | 105 | (16) |
Loss on abandonment of oil and gas property | 83 | |
Warrants granted for interest expense | 2,042 | |
Warrants granted for commissions | 308 | |
Recovery of bad debt | (25) | |
Loss on conversion of debt and liabilities to common stock | 3,969 | |
Amortization of debt discount | 149 | |
Gain on sale of discontinued operations | (2) | |
Accounts receivable | (454) | 424 |
Inventories | (129) | |
Prepaid expenses and other current assets | (562) | 760 |
Amortization of right of use asset – financing leases | 109 | |
Amortization of right of use assets – operating leases | 104 | |
Other assets | (4) | 3 |
Interest on lease liability – financing leases | (102) | |
Interest on lease liability – operating leases | (76) | |
Accounts payable | 1,116 | (1,048) |
Accrued liabilities | (906) | (90) |
Net cash used in operating activities of continuing operations | (7,828) | (4,592) |
Net cash used in discontinued operations | ||
Net cash used in operating activities | (7,828) | (4,592) |
Cash flows from investing activities: | ||
Cash received in acquisition of Trend Holdings | 3 | |
Advance of note receivable | (275) | |
Purchases of oil and gas properties | (3,335) | |
Proceeds from the sale of fixed assets | 43 | 16 |
Proceeds received from sale of Magnolia | 5 | |
Purchases of fixed assets | (241) | |
Net cash (used in) provided by investing activities of continuing operations | (3,808) | 24 |
Net cash used in investing activities of discontinued operations | ||
Net cash (used in) provided by investing activities | (3,808) | 24 |
Cash flows from financing activities: | ||
Proceeds from exercise of warrants, net of fees | 14,359 | |
Proceeds from exercise of stock options | 349 | |
Proceeds from issuance of common stock, net of fees | 7,666 | |
Proceeds from notes payable – related parties | 604 | 403 |
Proceeds from long-term debt | 1,869 | |
Repayment of long-term debt | (3,891) | |
Repayment to prior owners | (316) | |
Repayment of notes payable – related parties | (1,429) | |
Proceeds from issuance of preferred stock, net of fees | 2,980 | |
Proceeds from credit facility | 1,047 | |
Net cash provided by financing activities | 19,211 | 4,430 |
NET INCREASE (DECREASE) IN CASH | 7,575 | (138) |
Cash and restricted cash - beginning of period | 406 | 244 |
Cash and restricted cash - end of period | 7,981 | 106 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 404 | |
Cash paid for income taxes | ||
SUMMARY OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Exchange of common stock for warrants | 5,479 | |
Issuance of shares for prepaid expenses | 247 | |
Preferred stock converted into common stock | 2 | |
Conversion of long-term debt and notes payable and accrued interest into common stock | 6,577 | |
Conversion of accounts payable and accrued expenses into common stock | 677 | |
Shares issued for acquisition of oil and gas reserves and fixed assets, net of asset retirement obligations | 2,750 | |
Note receivable offset against oil and gas reserves in acquisition of Rabb | 304 | |
Lease liability recognized for ROU asset | 442 | |
Assets acquired via acquisition of Trend Holdings.: | ||
Current assets | 12 | |
Goodwill | $ 3,222 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Ecoark Holdings Inc. (“Ecoark Holdings” or the “Company”) is a diversified holding company, incorporated in the state of Nevada on November 19, 2007. Through Ecoark Holdings wholly owned subsidiaries, the Company has operations in three areas: (i) oil and gas, including exploration, production and drilling operations on over 20,000 cumulative acres of active mineral leases in Texas, Louisiana, and Mississippi and transportation services, (ii) post-harvest shelf-life and freshness food management technology, and (iii) financial services including investments in a select number of early stage startups each year. Since the acquisition of Banner Midstream Corp. on March 27, 2020, which currently comprises the exploration, production and drilling operations, the Company has focused its efforts to a considerable extent on expanding its exploration and production footprint and capabilities by acquiring real property and working interests in oil and gas mineral leases. The Company’s subsidiaries consist of 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”). 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. 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. One of the leases acquired in this transaction was sold in November 2020. 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. On August 14, 2020, the Company entered into an Asset Purchase Agreement by and among the Company, White River E&P LLC, a Texas Limited Liability Company and a wholly-owned subsidiary of the Company Rabb Resources, LTD. and Claude Rabb, the sole owner of Rabb Resources, LTD. Pursuant to the Asset Purchase Agreement, the Company completed the acquisition of certain assets of Rabb Resources, LTD. The acquired assets consisted of certain real property and working interests in oil and gas mineral leases. The Company in June 2020 previously provided for bridge financing to Rabb Resources, LTD under the $225 Senior Secured Convertible Promissory Note. As consideration for entering into the Asset Purchase Agreement, the Company agreed to pay Rabb Resources, LTD. A total of $3,500 consisting of (i) $1,500 in cash, net of $304 in outstanding amounts related to the note receivable and accrued interest receivable, and (ii) $2,000 payable in common stock of the Company, which based on the closing price of the common stock as of the date of the Asset Purchase Agreement equaled 103 shares. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the Rabb Resources, LTD historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. On September 4, 2020, White River SPV 3, LLC, a wholly-owned subsidiary of Banner Midstream entered into an Agreement and Assignment of Oil, Gas and Mineral Lease with a privately held limited liability company (the “Assignor”). Under the Lease Assignment, the Assignor assigned a 100% working interest (75% net revenue interest) in a certain oil and gas lease covering in excess of 1,600 acres (the “Lease”), and White River paid $1,500 in cash to the Assignor. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. On October 9, 2020, the Company and White River SPV, entered into a Participation Agreement (the “Participation Agreement”) by and among the Company, White River SPV, BlackBrush Oil & Gas, L.P. (“BlackBrush”) and GeoTerre, LLC, an unrelated privately-held limited liability company (the “Assignor”), to conduct drilling of wells in the Austin Chalk formation. Pursuant to the Participation Agreement, the Company and White River SPV have agreed, among other things, to fund 100% of the cost, estimated to be approximately $4,700, associated with the drilling and completion of an initial deep horizontal well in the Austin Chalk formation. The Participation Agreement requires the estimated amount of the drilling costs to be paid into a designated escrow account by the commencement of the drilling in January 2021. BlackBrush has agreed to assign to the other parties to the Participation Agreement, subject to certain exceptions and limitations specified therein, specified portions of its leasehold working interest in certain Austin Chalk formation units. The Participation Agreement provides for an initial allocation of the working interests and net revenue interests among the assignor, BlackBrush and the Company and then a re-allocation upon payout or payment of drilling and completion costs for each well drilled. Following payout, the Company will own 70% of working interest and 52.5% net revenue interest in each well. BlackBrush also agreed to share with the Company certain seismic information relating to other wells in which the Company has no interests. The Parties to the Participation Agreement, except for the Company, had previously entered into a Joint Operating Agreement, dated September 4, 2020 (the “Operating Agreement”) establishing an area of mutual interest, including the Austin Chalk formation, and governing the parties’ rights and obligations with respect to drilling, completion and operation of wells therein. The Participation Agreement and the Operating Agreement require, among other things, that White River SPV and the Company drill and complete at least one horizontal Austin Chalk well with a certain minimum lateral each calendar year. In connection with the transactions contemplated by the Participation Agreement, on October 12, 2020 White River SPV entered into an Agreement and Assignment of Oil, Gas and Mineral Lease (the “Lease Assignment”) with the Assignor. Under the Lease Assignment, the Assignor assigned to White River SPV a 100% working interest (75% net revenue interest) in a certain oil and gas lease covering in excess of 400 acres (the “Lease”), and White River SPV paid approximately $600 to the Assignor. White River SPV had previously entered into an agreement with the Assignor for the assignment to White River SPV of a 100% working interest in a certain oil and gas lease covering in excess of 1,600 acres in exchange for $1,500. On September 30, 2020, the Company and White River Energy, LLC (“White River Energy”), a wholly-owned subsidiary of the Company entered into three Asset Purchase Agreements (the “Asset Purchase Agreements”) with privately-held limited liability companies to acquire working interests in the Harry O’Neal oil and gas mineral lease (the “O’Neal OGML”), the related well bore, crude oil inventory and equipment. Immediately prior to the acquisition, White River Energy owned an approximately 61% working interest in the O’Neal OGML oil well and a 100% working interest in any future wells. The purchase prices of these leases were $126, $312 and $312, respectively, totaling $750. The consideration paid to the Sellers was in the form of 68 shares of common stock. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. Effective with the opening of trading on December 17, 2020, the Company effected a one-for-five reverse split of its issued and outstanding common stock and a simultaneous proportionate reduction of its authorized common stock. The reverse stock split was implemented without obtaining stockholder approval as permitted by Nevada law, and the authorized common stock was proportionately reduced to 40,000 shares. All share and per share figures are reflected on a post-split basis herein. Effective December 29, 2020, the Company amended its Articles of Incorporation to reduce the authorized common stock from 40,000 shares to 30,000 shares. On December 31, 2020, the Company completed a registered direct offering, whereby the Company issued 889 shares of common stock and 889 accompanying warrants to one institutional investor under the effective Form S-3 at $9.00 per share and accompanying warrant for a total of $8,000 in gross proceeds, before placement agent fees and other offering expenses. The warrants are exercisable for a two-year term at a strike price of $10.00 per share. The Company granted 62 warrants to the placement agent as compensation in addition to the $560 cash commission received by the placement agent. The placement agent warrants are exercisable at $11.25 per share and expire on January 2, 2023. Principles of Consolidation The condensed consolidated financial statements of Ecoark Holdings and its subsidiaries and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the condensed consolidated financial statements have been included. Such adjustments are of a normal, recurring nature. The unaudited condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020. Therefore, the interim unaudited condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K. 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 Parent, entered into the Banner Purchase Agreement to acquire 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 Reclassifications The Company has reclassified certain amounts in the December 31, 2019 unaudited condensed consolidated financial statements to be consistent with the December 31, 2020 presentation. Reclassifications relating to the discontinued operations are described in Note 2. The reclassifications had no impact on net loss or net cash flows for the three and nine months ended December 31, 2020 and 2019. 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. 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 $380 and $0 in depreciation, depletion and amortization expense for the Company’s oil and gas properties for the nine months ended December 31, 2020 and 2019, respectively, and $254 and $0, for the three months ended December 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 period, 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 December 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. Inventories Crude oil, products and merchandise inventories are carried at the lower of cost (LIFO) or net realizable value. Inventory costs include expenditures and other charges directly and indirectly incurred in bringing the inventory to its existing condition and location. 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. Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers 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. The Company did not have material revenue from software license agreements in the nine months ended December 31, 2020 and 2019, respectively. 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 recognizes revenue under ASC 606 when: (i) the Company receives notification of the successful sale of a load of crude oil to a buyer; (ii) the buyer will provide a price based on the average monthly price of crude oil in the most recent month; and (iii) cash is received the following month from the crude oil buyer. 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. The Company has recognized an allowance for doubtful accounts of $709 and $500 as of December 31, 2020 and March 31, 2020, respectively. 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. 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. Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. Liquidity For the nine months ended December 31, 2020 and 2019, the Company had a net loss of $11,664 and $11,454, respectively, has a working capital deficit of $2,856 as of December 31, 2020, and has an accumulated deficit as of December 31, 2020 of $139,687. As of December 31, 2020, the Company has $7,981 in cash and cash equivalents. The Company alleviated the substantial doubt regarding this uncertainty as of March 31, 2020 which continues to be alleviated at December 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 $6,000 and existing customer relationships over $2,000, coupled with the raising of $14,359 in the exercise of warrants, $349 in the exercise of options and $7,666 in a registered direct offering, net of fees of $334 in the nine months ended December 31, 2020. 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. 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 unaudited condensed 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. The COVID-19 public health epidemic prevented the Company from conducting business activities at full capacity for an indefinite period of time, including due to risk of spread of the disease within these groups or due to shutdowns requested or mandated by governmental authorities. COVID-19 did not have a material effect on the Condensed Consolidated Statements of Operations or the Condensed Consolidated Balance Sheets included in this Form 10-Q. However, it did have a material impact on our management’s ability to operate effectively and meet some of our filing deadlines. The impact included the difficulties of working remotely from home including slow Internet connection, the inability of our accounting and financial officers to collaborate as effectively as they would otherwise have in an office environment and issues arising from mandatory state quarantines. While it is not possible at this time to estimate with sufficient certainty the impact that COVID-19 could have on the Company’s business, the continued spread of COVID-19 and the measures taken by federal, state, local and foreign governments could disrupt the operation of the Company’s business. The COVID-19 outbreak and mitigation measures have also had and may continue to have an adverse impact on global and domestic 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 has taken temporary precautionary measures intended to help minimize the risk of the virus to its employees, including temporarily requiring employees to work remotely, and discouraging employee attendance at in-person work-related meetings, which could negatively affect the Company’s business. These measures are continuing. 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. The CARES Act includes, among other things, provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative minimum tax credits and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also established a Paycheck Protection Program (“PPP”), whereby certain small business are eligible for a loan to fund payroll expenses, rent and related costs. In April 2020, the Company and one of its subsidiaries entered into PPP loans with financial institutions, See Notes 11 (u) and (v). Of the $1,869 in PPP loans obtained this fiscal year, the Company was informed that $1,850 (including $11 in accrued interest) has been forgiven in the three months ended December 31, 2020. The remaining $30 with accrued interest of $2 will be converted into a loan that is due in May 2022, with payments of $2 per month that commenced December 19, 2020. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 2: 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 condensed consolidated balance sheet as of December 31, 2020 for Pinnacle Vac consisted of the following: Current asset Cash $ - Total current assets $ - 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 three and nine months ended December 31, 2020 and 2019, respectively. 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 | 9 Months Ended |
Dec. 31, 2020 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
REVENUE | NOTE 3: REVENUE The following table disaggregates the Company’s revenue by major source for the nine and three months ended December 31: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Revenue: Software as a Service (“SaaS”) $ - $ - $ - $ 28 Professional Services - 140 - 191 Financial Services 165 - 359 - Oil and Gas Production 641 - 1,317 - Transportation Services 3,541 - 8,090 - Fuel Rebate 80 - 157 - Equipment Rental 38 - 133 - $ 4,465 $ 140 $ 10,056 $ 219 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. |
Inventories
Inventories | 9 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 4: INVENTORIES The Company’s inventories of $129 consisted of crude oil of approximately 5,324 barrels of unsold crude oil using the lower of cost (LIFO) or net realizable value. |
Note Receivable
Note Receivable | 9 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
NOTE RECEIVABLE | NOTE 5: NOTE RECEIVABLE The Company entered into a $225 senior secured convertible promissory note on June 18, 2020 with Rabb Resources, LTD. The Company had an existing note in the amount of $25 that had not been secured, and rolled an additional $200 into Rabb Resources, LTD, whereby the entire amount became secured. The note was non-interest bearing if paid or converted within forty-five days of the issuance date of June 18, 2020 (August 2, 2020, which is the maturity date). If not paid or converted, the note bore interest at 11% per annum, paid in cash on a quarterly basis. This note was convertible into shares of Rabb Resources, LTD. based on a valuation of Rabb Resources, LTD. into shares of that company at a value of the $225. The Company advanced an additional $50 on July 8, 2020 and $25 on August 7, 2020 to bring the total note receivable to $300. This amount plus the accrued interest receivable of $4 was due as of August 14, 2020. On August 14, 2020, the Company entered into an Asset Purchase Agreement with Rabb Resources, LTD. which included the acquisition of real property. The purchase price for this acquisition was $3,500, of which $1,196 was paid in cash (after applying the outstanding principal of the note receivable and accrued interest receivable against the $1,500 agreed upon cash consideration) and the balance was paid in common stock of the Company. The Company accounted for this acquisition as an asset purchase (see Note 16). There are no amounts outstanding as of September 30, 2020. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 6: PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of December 31, 2020 and March 31, 2020: December 31, March 31, Zest Labs freshness hardware $ 2,493 $ 2,493 Computers and software costs 222 222 Land 140 - Buildings 236 - Leasehold improvements – Pinnacle Frac 18 18 Machinery and equipment - Technology 200 200 Machinery and equipment – Commodity 3,458 3,405 Total property and equipment 6,767 6,338 Accumulated depreciation and impairment (2,846 ) (2,373 ) Property and equipment, net $ 3,921 $ 3,965 As of December 31, 2020 and March 31, 2020, the Company performed an evaluation of the recoverability of these long-lived assets. The analysis resulted in no impairment as of related to these assets. The Company acquired $3,423 in property and equipment on March 27, 2020 in the acquisition of Banner Midstream. In addition, $376 of land and buildings were acquired in the Rabb Resources acquisition. Depreciation expense for the nine months ended December 31, 2020 and 2019 was $513 and $216, respectively, and $172 and $68 for the three months ended December 31, 2020 and 2019, respectively. During the nine months ended December 31, 2020, the Company disposed of $188 worth of equipment that had a net value of $148 for cash proceeds of $43, resulting in a loss on disposal of $105. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | NOTE 7: INTANGIBLE ASSETS AND GOODWILL Intangible assets consisted of the following as of December 31, 2020 and March 31, 2020: December 31, March 31, Patents $ 1,013 $ 1,013 Customer relationships 2,100 2,100 Non-compete agreements – Banner Midstream 250 250 Outsourced vendor relationships 1,017 1,017 Non-compete agreements – Zest Labs 340 340 Total intangible assets 4,720 4,720 Accumulated amortization and impairment (2,584 ) (2,370 ) Intangible assets, net $ 2,136 $ 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. In the acquisition of Banner Midstream, the Company acquired the customer relationships and non-compete agreements valued at $2,350. The estimated useful lives of the customer relationships is ten years based on the estimated cash flows from those customer contracts, and the estimated useful lives of the non-compete agreement is five years amortized over a straight-line method. Amortization expense for the nine months ended December 31, 2020 and 2019 was $214 and $0, respectively, and $72 and $0 for the three months ended December 31, 2020 and 2019, respectively. The following is the future amortization of the intangibles as of December 31: 2021 $ 333 2022 280 2023 263 2024 263 2025 230 Thereafter 767 $ 2,136 In addition to the statutory based intangible assets noted above, the Company incurred $10,225 of goodwill in the purchase of Trend and Banner Midstream as follows: Acquisition – Trend Discovery $ 3,223 Acquisition – Banner Midstream 7,002 Goodwill – December 31, 2020 and March 31, 2020 $ 10,225 The Company assessed the criteria for impairment, and there were no indicators of impairment present as of December 31, 2020, and therefore no impairment is necessary. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 8: ACCRUED LIABILITIES Accrued liabilities consisted of the following: December 31, March 31, Professional fees and consulting costs $ 67 $ 106 Vacation and paid time off 114 126 Legal fees 24 503 Compensation 86 865 Interest 383 673 Insurance 631 548 Other 433 215 Total $ 1,738 $ 3,036 On March 27, 2020, the Company assumed $2,362 of liabilities in the acquisition of Banner Midstream, and in addition, assumed $2,362 of liabilities 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 December 31, 2020 and March 31, 2020, $814 and $2,358 of the amounts due to prior owners is currently due. The Company converted $1,228 of amounts due to prior owners into shares of common stock which resulted in a loss on conversion of $1,248 in the nine months ended December 31, 2020. The remaining $814 was paid in January 2021. |
Warrant Derivative Liabilities
Warrant Derivative Liabilities | 9 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANT DERIVATIVE LIABILITIES | NOTE 9: 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 449 shares of the Company’s common stock to investors in exchange for the March and May 2017 warrants. Upon the issuance of the 449 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 855 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 $2,454 resulting in a loss of $839 that was recognized on the exchange. As described further in Note 13 below, on August 22, 2019 the Company issued warrants that can be exercised in exchange for 784 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 letter agreements, the investors agreed to a cash exercise of 784 warrants at a price of $2.55 per share. The Company additionally, granted 1,176 warrants at $4.50. 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 $4.50 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. On April 15, 2020, the Company granted 40 warrants with an exercise price of $3.65 per share 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. The fair value of those warrants was estimated to be $84 at inception and $357 as of September 30, 2020. These warrants were exercised in the three months ended December 31, 2020. On April 15, 2020, the Company granted 10 warrants with an exercise price of $3.65 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. The fair value of those warrants was estimated to be $21 at inception and $89 as of September 30, 2020. These warrants were exercised in the three months ended December 31, 2020. 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 200 warrants at $3.65 for collateral for the loan. The fair value of those warrants was estimated to be $419 at inception and $2,753 as of June 30, 2020. These warrants were exercised in the three months ended September 30, 2020. On May 10, 2020, the November 2019 and January 2020 warrants were exchanged for 1,452 shares of Company common stock, and all of those warrants were extinguished resulting in a gain on extinguishment of $1,630. On May 10, 2020, the Company issued warrants that can be exercised to purchase a number of shares of common stock of the Company. The fair value of those warrants was estimated to be $6,115 at inception and $15,620 as of June 30, 2020. During the three months ended September 30, 2020, 881 of the May 10, 2020 of the warrants were exchanged for 881 shares of common stock of the Company for $4,847 cash. The fair value of the 295 warrants that remain as of September 30, 2020 is $2,493. In addition, on September 1, 2020, 200 April 16, 2020 warrants were exercised into 200 shares of the Company’s common stock for $730 in cash. On September 24, 2020, the Company granted 250 warrants, for the early conversion of the April 15, 2020 warrants at a strike price of $9.65 with a term of two-years. The fair value of those warrants was estimated to be $1,265 at inception and $1,425 as of September 30, 2020. As a result of the November 14, 2020 warrant grant, the strike price was recalculated to $7.75 as there were price protections included in the warrant agreement. As a result of the closing of the registered direct offering on December 29, 2020, the grantee of the warrants waived the lowering of the strike price and the strike price reverted back to $9.65. On November 14, 2020, the Company granted 60 warrants, for the early conversion of a portion of the September 24, 2020 warrants, with a strike price of $7.75 with a term of two-years. The fair value of those warrants was estimated to be $251 at inception and $350 as of December 31, 2020. On December 30, 2020, the Company granted 889 warrants, in the direct registered offering under the effective Form S-3, with a strike price of $10.00 with a term of two-years (maturity January 2, 2023). The fair value of those warrants was estimated to be $4,655 at inception and $4,653 as of December 31, 2020. On December 30, 2020, the Company granted 62 warrants to the placement agent as additional compensation in connection with the registered direct offering closed December 31, 2020, exercisable at a strike price of $11.25 for a term of two-years (expiring January 2, 2023). The fair value of those warrants was estimated to be $308 at inception and $308 as of December 31, 2020. During the three months ended December 31, 2020, the remaining May 10, 2020 warrants were exchanged for 295 shares of common stock of the Company for $1,623 cash. In addition, on November 13, 2020, 50 September 24, 2020 warrants were exercised into 50 shares of the Company’s common stock for $483 in cash, and on November 23, 2020, 50 April 15, 2020 warrants were exercised under a cashless exercise provision. The fair value of the 200 warrants that remain as of December 31, 2020 is $1,032. 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 December 31, 2020 and 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 on December 31, 2020, March 31, 2020 and at inception: Nine Months Ended Year Ended December 31, March 31, Inception Expected term 4.58 - 5 years 4.67-4.83 years 5.00 years Expected volatility 94 - 101 % 95 % 91% - 107 % Expected dividend yield - - - Risk-free interest rate 0.61 - 0.73 % 0.70 % 1.50% -2.77 % The Company’s derivative liabilities associated with the warrants are as follows: December 31, March 31, Inception Fair value of 276 November 11, 2019 warrants $ - $ 543 $ 1,107 Fair value of 1,176 January 27, 2020 warrants - 2,232 3,701 Fair value of 40 April 15, 2020 warrants - - 84 Fair value of 10 April 15, 2020 warrants - - 21 Fair value of 200 April 16, 2020 warrants - - 419 Fair value of 1,176 May 10, 2020 warrants - - 6,115 Fair value of 250 September 24, 2020 warrants 1,032 - 1,265 Fair value of 60 November 14, 2020 warrants 350 - 251 Fair value of 889 December 31, 2020 warrants 4,653 - 4,655 Fair value of 62 December 31, 2020 warrants 308 - 308 $ 6,343 $ 2,775 During the nine months ended December 31, 2020 and 2019 the Company recognized changes in the fair value of the derivative liabilities of $(15,901) and $(2,392), respectively, and $481 and ($2,376) for the three months ended December 31, 2020 and 2019, respectively. The March and May 2017 warrants, March and August 2018 warrants, the August and November 2019 warrants, and the January 2020, April 16, 2020 and May 10, 2020 warrants were exchanged and thus were no longer outstanding as of December 31, 2020. Activity related to the warrant derivative liabilities for the nine months ended December 31, 2020 is as follows: Beginning balance as of March 31, 2020 $ 2,775 Issuances of warrants – derivative liabilities 13,118 Warrants exchanged for common stock (25,451 ) Change in fair value of warrant derivative liabilities 15,901 Ending balance as of December 31, 2020 $ 6,343 |
Oil and Gas Properties
Oil and Gas Properties | 9 Months Ended |
Dec. 31, 2020 | |
Oil and Gas Property [Abstract] | |
OIL AND GAS PROPERTIES | NOTE 10: OIL AND GAS PROPERTIES The Company’s holdings in oil and gas mineral lease (“OGML”) properties as of December 31, 2020 and March 31, 2020 are as follows: December 31, March 31, Property acquired from Banner Midstream $ 5,895 $ 6,135 Asset purchase – June 2020 1 - Properties acquired from Rabb Resources 3,002 - Purchase – September 4, 2020 1,500 - Purchase – September 30, 2020 760 - Purchase – October 1, 2020 22 - Purchase – October 9, 2020 615 - Total OGML Properties $ 11,795 $ 6,135 The Company acquired the following from Banner Midstream on March 27, 2020: 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. As discussed in Note 16, the Company acquired certain leases on June 11, 2020 and June 18, 2020 in Mississippi and Louisiana valued at $2. These assets were paid entirely in cash. In addition, the Company impaired $83 of property as it let certain leases lapse. As discussed in Note 16, on August 14, 2020, the Company entered into an Asset Purchase Agreement with Rabb Resources, LTD which included the acquisition of real property. The purchase price for this acquisition was $3,500. Of this amount, $3,224, is reflected as Oil and Gas Properties. As discussed in Note 16, on September 4, 2020, the Company entered into a Lease Assignment agreement. The purchase price for this acquisition was $1,500. Of this amount, $1,500, is reflected as Oil and Gas Properties. As discussed in Note 16, on September 30, 2020, the Company entered into three Asset Purchase Agreements. The purchase prices for these acquisitions were $750. Of this amount, $760, is reflected as Oil and Gas Properties. As discussed in Note 16, on October 1, 2020, the Company entered into three Asset Purchase Agreements. The purchase price for these acquisitions were $22. Of this amount, $22, is reflected as Oil and Gas Properties. As discussed in Note 16, on October 9, 2020, the Company entered into three Asset Purchase Agreements. The purchase price for these acquisitions were $615. Of this amount, $615, is reflected as Oil and Gas Properties. The following table summarizes the Company’s oil and gas activities by classification for the nine months ended December 31, 2020. There was no activity for the nine months ended December 31, 2019: Activity Category March 31, Adjustments (1) December 31, Proved Developed Producing Oil and Gas Properties Cost $ 167 $ 520 $ 687 Accumulated depreciation, depletion and amortization - (37 ) (37 ) Total $ 167 $ 483 $ 650 Undeveloped and Non-Producing Oil and Gas Properties Cost $ 5,968 $ 5,520 $ 11,488 Accumulated depreciation, depletion and amortization - (343 ) (343 ) Total $ 5,968 $ 5,177 $ 11,145 Grand Total $ 6,135 $ 5,660 $ 11,795 (1) Relates to acquisitions and impairments of reserves. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 11: LONG-TERM DEBT Long-term debt consisted of the following as of December 31, 2020 and March 31, 2020: December 31, March 31, Credit facility – Trend Discovery SPV 1, LLC (a) $ - $ - Senior secured bridge loan – Banner Midstream (b) - 2,222 Note payable – LAH 1 (c) - 110 Note payable – LAH 2 (d) - 77 Note payable – Banner Midstream 1 (e) - 303 Note payable – Banner Midstream 2 (f) - 397 Note payable – Banner Midstream 3 (g) - 500 Merchant Cash Advance (MCA) loan – Banner Midstream 1 (h) - 361 MCA loan – Banner Midstream 2 (i) - 175 MCA loan – Banner Midstream 3 (j) - 28 Note payable – Banner Midstream – Alliance Bank (k) 1,090 1,239 Commercial loan – Pinnacle Frac – Firstar Bank (l) 705 952 Auto loan 1 – Pinnacle Vac – Firstar Bank (m) 31 40 Auto loan 2 – Pinnacle Frac – Firstar Bank (n) 40 52 Auto loan 3 – Pinnacle Vac – Ally Bank (o) 36 42 Auto loan 4 – Pinnacle Vac – Ally Bank (p) 38 47 Auto loan 5 – Pinnacle Vac – Ally Bank (q) 37 44 Auto loan 7 – Capstone – Ally Bank (r) 77 97 Tractor loan 6 – Capstone – Tab Bank (s) 194 235 Equipment loan – Shamrock – Workover Rig (t) - 50 Ecoark – PPP Loan (u) 29 - Pinnacle Frac Transport – PPP Loan (v) - - Total long-term debt 2,277 6,971 Less: debt discount (- ) (149 ) Less: current portion (789 ) (6,401 ) Long-term debt, net of current portion $ 1,488 $ 421 (a) 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 nine months ended December 31, 2020 and 2019 was $0 and $193, 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 771 shares of common stock at a value of $2.95 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. (b) 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. (c) Unsecured note payable previously issued April 2, 2018 which was assumed by Banner Midstream in the acquisition of a previous entity. The amount was past due and bears interest at 10% per annum. This amount along with accrued interest of $22 was assumed on March 27, 2020 in the acquisition of Banner Midstream. Amount was paid off in May 2020, and $24 of accrued interest remains at December 31, 2020. (d) Unsecured note payable previously issued April 2, 2018 which was assumed by Banner Midstream in the acquisition of a previous entity. The amount was past due and bears interest at 10% per annum. This amount along with accrued interest of $22 was assumed on March 27, 2020 in the acquisition of Banner Midstream. Amount was paid off in May 2020, and $24 of accrued interest remains at December 31, 2020. (e) Junior secured note payable issued January 16, 2019 to an unrelated third party at 10% interest. This amount along with accrued interest of $39 was assumed on March 27, 2020 in the acquisition of Banner Midstream. This note along with the accrued interest was repaid in May 2020. (f) 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. 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. (g) Unsecured note payable issued October 2019 to an unrelated third party at 10% interest. This amount along with accrued interest of $23 was assumed on March 27, 2020 in the acquisition of Banner Midstream. The balance of this note and remaining accrued interest was converted into 86 shares of common stock in the Company’s fiscal quarter ended September 30, 2020. (h) Merchant cash advance loan on Banner Midstream. The Company assumed $368 of this note along with accrued interest of $144. This note along with the accrued interest was repaid in May 2020. (i) Merchant cash advance loan on Banner Midstream. The Company assumed $181 of this note along with accrued interest of $70. This note along with the accrued interest was repaid in May 2020. (j) Merchant cash advance loan on Banner Midstream. The Company assumed $69 of this note along with accrued interest of $21. This note along with the accrued interest was repaid in May 2020. (k) 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. This loan and discount was assumed in the Banner Midstream acquisition. (l) Original loan date of February 28, 2018, due February 28, 2021 at the Wall Street Prime Journal Rate interest. This loan was assumed in the Banner Midstream acquisition. (m) 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 December 31, 2020. This note was assumed in the acquisition of Banner Midstream on March 27, 2020. (n) 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 December 31, 2020. This note was assumed in the acquisition of Banner Midstream on March 27, 2020. (o) 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 December 31, 2020. This note was assumed in the acquisition of Banner Midstream on March 27, 2020. (p) 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 December 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 December 31, 2020. This note was assumed in the acquisition of Banner Midstream on March 27, 2020. (r) 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 December 31, 2020. These notes were assumed in the acquisition of Banner Midstream on March 27, 2020. (s) 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 December 31, 2020. This note was assumed in the acquisition of Banner Midstream on March 27, 2020. (t) Equipment loan assumed in the acquisition of Banner Midstream on March 27, 2020, and repaid with accrued interest in June 2020. (u) PPP loan received by Ecoark Holdings Inc. in April 2020. Loan bears interest at 1% per annum and matures April 2022. On November 19, 2020, the Company received confirmation that $356 in principal and $2 in accrued interest has been forgiven, and this amount has been reflected in forgiveness of debt. The remaining $29, will be due in monthly installments of $2 through maturity in May 2022. (v) PPP loan received by Pinnacle Frac Transport in April 2020. Loan bears interest at 1% per annum and matures April 2022. On November 27, 2020, the entire loan balance of $1,483 and accrued interest of $9 was forgiven and this amount has been reflected as forgiveness of debt. The following is a list of maturities as of December 31: 2021 $ 789 2022 723 2023 380 2024 293 2025 92 $ 2,277 During the nine months ended December 31, 2020, the Company received proceeds of $1,869 in new long-term debt, repaid $3,891 in existing long-term debt, converted $830 in existing long-term debt that resulted in a loss on conversion of $1,337, and had $1,850 forgiven in long-term debt and accrued interest. In addition, the Company converted $65 of accrued interest and paid $361 in accrued interest during this period. The Company recognized a loss of $146 on conversion of the accrued interest to common stock in the nine months ended December 31, 2020. |
Notes Payable - Related Parties
Notes Payable - Related Parties | 9 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
NOTES PAYABLE - RELATED PARTIES | NOTE 12: NOTES PAYABLE - RELATED PARTIES Notes payable to related parties consisted of the following as of December 31, 2020 and March 31, 2020: December 31, March 31, Ecoark Holdings Board Member (a) $ 578 $ 578 Ecoark Holdings Officers (b) 61 1,242 Banner Midstream Officers (c) 133 152 Ecoark Holdings – common ownership (d) - 200 Total Notes Payable – Related Parties 772 2,172 Less: Current Portion of Notes Payable – Related Parties (772 ) (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 upon demand. Interest expense on the note for the nine and three months ended December 31, 2020 was $53 and $18, respectively, and $80 is accrued as of December 31, 2020. 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. In addition, another board member advanced $4 in the six months ended September 30, 2020 which is non-interest bearing and due on demand, and has been repaid in the quarter ended September 30, 2020. (b) William B. Hoagland, Chief 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 December 2020 and bear interest at 10-15% interest per annum. Accrued interest on these notes as of December 31, 2020 is $241. $1,181 of these notes were repaid through December 31, 2020. This note was repaid on January 5, 2021. (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 and an additional $180 in four separate advances in the nine months ended December 31, 2020. These amounts are due at various times through December 2020 and bear interest at 10-15% interest per annum. Accrued interest on these notes as of December 31, 2020 is $15. $187 of these notes were repaid through December 31, 2020. This note was repaid on January 5, 2021. (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. These notes were converted in May 2020. During the nine months ended December 31, 2020, the Company received proceeds of $604 in notes payable – related parties, repaid $1,429 in existing notes payable – related parties, and converted $575 in existing notes payable – related parties that resulted in a loss on conversion of $1,239. In addition, the Company converted $15 of accrued interest during this period. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 9 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 13: 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 $5,000 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 $2.55, subject to full ratchet price 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 $2.55, 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 $1.25) less the number of shares of common stock issued or issuable upon exercise of the Series B Convertible Preferred Stock based on the $2.55 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 $2.95, which was amended from $12.50 on July 12, 2019. The current exercise price for the Existing Securities shall be amended to reduce the exercise price to $2.55 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 $5,000 (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 $2.55, 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. On August 21, 2019, the Company issued 60 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 752 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 $5,000 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 $3.65, subject to full ratchet price 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 $3.65, 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 $1.25) less the number of shares of common stock issued or issuable upon exercise of the Series C Convertible Preferred Stock based on the $3.65 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 $5,000 (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 $3.65, 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. In April 2020, the remaining shares of preferred stock in these transactions were converted into 308 shares of common stock. On November 12, 2020, the Company filed with the Secretary of State of the State of Nevada, a Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Preferred Stock, par value $0.001 (“Series A-1 Preferred Stock”). The Certificate of Designation of the Series A-1 Preferred Stock was effective upon the filing to the Secretary of State of the State of Nevada. The Company has authorized one share of the Series A-1 Preferred Stock, and this share was issued on November 12, 2020. On November 27, 2020, the one share of Series A-1 Preferred Stock was redeemed. After the redemption, the Company filed a Certificate of Withdrawal with the State of Nevada, which was effective upon this filing and had the effect of amending the Company’s articles of incorporation to eliminate all references to the Series A-1 Preferred Stock. The material terms of the Series A-1 Preferred Stock prior to the withdrawal was as follows: Voting Rights The Series A-1 Preferred Stock shall have the right to vote and/or consent solely on a proposal to amend the Company’s Articles of Incorporation to increase the number of shares of the Company’s common stock, that the Company is authorized to issue and to ratify the issuance of certain shares issued by the Company in excess of 100,000 shares or other issuances authorized by the stockholders voting together with the common stockholders as one class. With respect to any regular or special meeting of the stockholders to consider the Proposals, the holder of the Series A-1 Preferred Stock shall be entitled to the same notice of any regular or special meeting of the stockholders as may or shall be given to holders of Common Stock entitled to vote at such meetings. Solely with respect to such proposals, the Series A-1 Preferred Stock shall have voting power equal to 51% of the number of votes eligible to vote on the proposals at any special or annual meeting of the Company’s stockholders (with the power to take action by written consent in lieu of a stockholders meeting). The Series A-1 Preferred Stock shall not have the right to vote and/or consent on any matter other than the proposals. Automatic Cancellation Any Series A-1 Preferred Stock issued and outstanding on the record date fixed by the Board of Directors or determined in accordance with the bylaws of the Company to vote and/or consent to the proposals shall be automatically surrendered to the Company and cancelled for no consideration upon the earlier of (i) the effectiveness of the amendment to the Company’s Articles of Incorporation that is authorized by stockholder approval of such Authorized Share Increase Proposal or (ii) the approval of the Ratification Proposal. Upon such surrender and cancellation, all rights of the Series A-1 Preferred Stock shall cease and terminate, and the Series A-1 Preferred Stock shall be retired and shall not be reissued. Ecoark Holdings Common Stock The Company is authorized to issue 30,000 shares of common stock, par value $0.001. Effective with the opening of trading on December 17, 2020, the Company implemented a one-for-five reverse split of its issued and outstanding common stock and a simultaneous proportionate reduction of its authorized common stock. All share and per share figures are reflected on a post-split basis herein. Effective December 29, 2020, the Company amended its articles of incorporation to reduce its authorized common stock from 40,000 shares to 30,000 shares. On May 31, 2019, the Company acquired Trend Discovery Holdings, Inc. for 1,100 shares of common stock. The value of this transaction was $3,237. In the three months ended June 30, 2020, the Company issued 308 shares of common stock in April and May 2020 to convert the remaining shares of preferred B and C shares; 1,531 shares of common stock in the exercise of warrants; 89 shares in the exercise of stock options; 93 shares of common stock in the conversion of accounts payable and accrued expenses; and 524 shares of common stock in the conversion of long-term debt, notes payable – related parties and accrued interest. In the three months ended September 30, 2020, the Company issued 1,088 shares of common stock in the exercise of warrants; 1 shares in the exercise of stock options; 31 shares of common stock for services rendered; 171 shares of common stock to acquire assets; and 192 shares of common stock in the conversion of long-term debt, notes payable – related parties and accrued interest. In the three months ended December 31, 2020, the Company issued 376 shares of common stock in the exercise of warrants. On December 31, 2020, the Company completed a registered direct offering, whereby the Company issued 889 shares of common stock and 889 accompanying warrants to purchase common stock to one institutional investor under the effective Form S-3 at $9.00 per share and accompanying warrant for a total of $8,000 in gross proceeds, before placement agent fees and other offering expenses. The warrants are exercisable for a two-year term at a strike price of $10.00 per share. The Company granted 62 warrants to the placement agent as compensation in addition to the $560 cash commission received by the placement agent. The placement agent warrants are exercisable at $11.25 per share and expire on January 2, 2023. As of December 31, 2020, 22,470 shares of common stock were issued and 22,353 shares of common stock were outstanding, net of 117 treasury shares. As of March 31, 2020, 17,175 shares of common stock were issued and 17,058 shares of common stock were outstanding, net of 117 treasury shares. Share-based Compensation Share-based compensation expense is included in selling, general and administrative expense in the condensed consolidated statements of operations as follows: 2013 2017 Non-Qualified Stock Options Common Stock Total Nine months ended December 31, 2020 Employees/Directors $ - $ 277 $ 1,069 $ 479 $ 1,825 Services - 25 198 6 229 $ - $ 302 $ 1,267 $ 485 $ 2,054 Nine months ended December 31, 2019 Employees/Directors $ - $ 700 $ 1,529 $ - $ 2,229 Amortization of services cost - 175 152 463 790 $ - $ 875 $ 1,681 $ 463 $ 3,019 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14: COMMITMENTS AND CONTINGENCIES Legal Proceedings We are presently involved in the following legal proceedings 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. The trial date has been rescheduled to March 29, 2021. ● 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. ● On January 15, 2021, Simon Abrahms filed a notice of dismissal without prejudice of the class action lawsuit which was filed in the United States District Court of the District of Nevada on November 9, 2020 against the Company and members of its Board of Directors. This lawsuit is discussed in more detail in the Company’s revised definitive proxy statement on Schedule 14A filed on December 11, 2020. The Company’s stockholders ratified the corporate action giving rise to this litigation at a special meeting that was held on December 29, 2020. As a result, the Company expects that its sole remaining liability is to reimburse the plaintiff for his reasonable attorneys’ fees. 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. Joint Participation Agreement On October 9, 2020, the Company and White River SPV, entered into a Participation Agreement (the “Participation Agreement”) by and among the Company, White River SPV, BlackBrush Oil & Gas, L.P. (“BlackBrush”) and GeoTerre, LLC, an unrelated privately-held limited liability company (the “Assignor”), to conduct drilling of wells in the Austin Chalk formation. Pursuant to the Participation Agreement, the Company and White River SPV have agreed, among other things, to fund 100% of the cost, estimated to be approximately $4,700, associated with the drilling and completion of an initial deep horizontal well in the Austin Chalk formation. The Participation Agreement requires the estimated amount of the drilling costs to be paid into a designated escrow account by the commencement of drilling in January 2021. BlackBrush has agreed to assign to the other parties to the Participation Agreement, subject to certain exceptions and limitations specified therein, specified portions of its leasehold working interest in certain Austin Chalk formation units. The Participation Agreement provides for an initial allocation of the working interests and net revenue interests among the assignor, BlackBrush and the Company and then a re-allocation upon payout or payment of drilling and completion costs for each well drilled. Following payout, the Company will own 70% of working interest and 52.5% net revenue interest in each well. BlackBrush also agreed to share with the Company certain seismic information relating to other wells in which the Company has no interests. The Parties to the Participation Agreement, except for the Company, had previously entered into a Joint Operating Agreement, dated September 4, 2020 (the “Operating Agreement”) establishing an area of mutual interest, including the Austin Chalk formation, and governing the parties’ rights and obligations with respect to drilling, completion and operation of wells therein. The Participation Agreement and the Operating Agreement require, among other things, that White River SPV and the Company drill and complete at least one horizontal Austin Chalk well with a certain minimum lateral each calendar year. In connection with the transactions contemplated by the Participation Agreement, on October 12, 2020 White River SPV entered into an Agreement and Assignment of Oil, Gas and Mineral Lease (the “Lease Assignment”) with the Assignor. Under the Lease Assignment, the Assignor assigned to White River SPV a 100% working interest (75% net revenue interest) in a certain oil and gas lease covering in excess of 400 acres (the “Lease”), and White River SPV paid approximately $600 to the Assignor. White River SPV had previously entered into an agreement with the Assignor for the assignment to White River SPV of a 100% working interest in a certain oil and gas lease covering in excess of 1,600 acres in exchange for $1,500. |
Concentrations
Concentrations | 9 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 15: CONCENTRATIONS Four and two customers, all in the commodity segment accounted for more than 10% of the accounts receivable balance at December 31, 2020 and March 31, 2020 for a total of 58% and 63% of accounts receivable, respectively. In addition, one customer represents approximately 61% and 64% of total revenues for the Company for the nine months ended December 31, 2020 and 2019, respectively, and three customers and one customer represents approximately 87% and 63% of total revenues for the Company for the three months ended December 31, 2020 and 2019, respectively. 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. Commodity price risk We are exposed to fluctuations in commodity prices for oil and natural gas. Commodity prices are affected by many factors, including but not limited to, supply and demand. |
Acquisitions
Acquisitions | 9 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 16: 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 1,100 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 1,100 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 1 Goodwill 3,223 $ 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 Parent, entered into the Banner Purchase Agreement to acquire 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 issued 1,789 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 1,789 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 7,002 Intercompany advance (1,000 ) 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 1,789 shares of stock at a fair value of $2.72 per share or $4,866. 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 nine months ended December 31, 2019, as if the acquisitions had occurred on April 1, 2019. 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. Nine Months Ended (Unaudited) Revenues $ 7,788 Net loss $ (15,540 ) Net loss per share $ (1.27 ) Energy Assets 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. Rabb Resources On August 14, 2020, the Company entered into an Asset Purchase Agreement by and among the Company, White River E&P LLC, a Texas Limited Liability Company and a wholly-owned subsidiary of the Company Rabb Resources, LTD. and Claude Rabb, the sole owner of Rabb Resources, LTD. Pursuant to the Asset Purchase Agreement, the Company completed the acquisition of certain assets of Rabb Resources, LTD. The acquired assets consisted of certain real property and working interests in oil and gas mineral leases. The Company in June 2020 previously provided for bridge financing to Rabb Resources, LTD under the $225 Senior Secured Convertible Promissory Note. As consideration for entering into the Asset Purchase Agreement, the Company agreed to pay Rabb Resources, LTD. A total of $3,500 consisting of (i) $1,500 in cash, net of $304 in outstanding amounts related to the note receivable and accrued interest receivable, and (ii) $2,000 payable in common stock of the Company, which based on the closing price of the common stock as of the date of the Asset Purchase Agreement equaled 103 shares. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the Rabb Resources, LTD. historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. Building $ 236 Land 140 Oil and Gas Properties 3,224 Asset retirement obligation (100 ) $ 3,500 Unrelated Third Party On September 4, 2020, White River SPV 3, LLC, a wholly-owned subsidiary of Banner Midstream entered into an Agreement and Assignment of Oil, Gas and Mineral Lease with GeoTerre Operating, LLC, a privately held limited liability company (the “Assignor”). Under the Lease Assignment, the Assignor assigned a 100% working interest (75% net revenue interest) in a certain oil and gas lease covering in excess of 1,600 acres (the “Lease”), and White River paid $1,500 in cash to the Assignor. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. O’Neal Family On September 30, 2020, the Company and White River Energy, LLC entered into three asset purchase agreements (the “Asset Purchase Agreements”) with privately-held limited liability companies to acquire working interests in the Harry O’Neal oil and gas mineral lease (the “O’Neal OGML”), the related well bore, crude oil inventory and equipment. Immediately prior to the acquisition, White River Energy owned an approximately 61% working interest in the O’Neal OGML oil well and a 100% working interest in any future wells. The purchase prices of these leases were $126, $312 and $312, respectively, totaling $750. The consideration paid to the Sellers was in the form of 68 shares of common stock. The Company accounted for this acquisition as an asset acquisition under ASC 805 and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, as a result of the amendment, the presentation of the historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, were not required to be presented. Oil and Gas Properties $ 760 Asset retirement obligation (10 ) $ 750 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 17: 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 nine months ended December 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 accordance with ASC 815, Derivatives and Hedging December 31 2020 Level 1 Level 2 Level 3 Total Gains and (Losses) Warrant derivative liabilities - - $ 6,343 $ (15,901 ) March 31, 2020 Warrant derivative liabilities - - $ 2,775 $ (369 ) |
Segment Information
Segment Information | 9 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 18: SEGMENT INFORMATION The Company follows the provisions of ASC 280-10 Disclosures about Segments of an Enterprise and Related Information Nine Months Ended December 31, 2020 Commodities Financial Technology Total Segmented operating revenues $ 9,697 $ 359 $ - $ 10,056 Cost of revenues 6,644 - - 6,644 Gross profit 3,053 359 - 3,412 Total operating expenses net of depreciation, amortization, depletion and accretion 9,916 331 2,353 12,600 Depreciation, amortization, depletion and accretion 945 - 188 1,133 Other (income) expense 1,501 (26 ) (132 ) 1,343 Income (loss) from continuing operations $ (9,309 ) $ 54 $ (2,409 ) $ (11,664 ) Three Months Ended December 31, 2020 Commodities Financial Technology Total Segmented operating revenues $ 4,300 $ 165 $ - $ 4,465 Cost of revenues 3,218 - - 3,218 Gross profit 1,082 165 - 1,247 Total operating expenses net of depreciation, amortization, depletion and accretion 3,965 137 872 4,974 Depreciation, amortization, depletion and accretion 447 - 62 509 Other (income) expense (3,769 ) (166 ) (833 ) (4,768 ) Income (loss) from continuing operations $ 439 $ 194 $ (101 ) $ 532 Segmented assets as of December 31, 2020 Property and equipment, net $ 3,567 $ - $ 354 $ 3,921 Oil and Gas Properties $ 11,795 $ - $ - $ 11,795 Intangible assets, net $ 9,138 $ 3,223 $ - $ 12,361 Capital expenditures $ 617 $ - $ - $ 617 Nine Months Ended December 31, 2019 Commodities Financial Technology Total Segmented operating revenues $ - $ 95 $ 124 $ 219 Cost of revenues - - 128 128 Gross profit (loss) - 95 (4 ) 91 Total operating expenses net of depreciation, amortization, depletion and accretion - 406 7,167 7,573 Depreciation, amortization, depletion and accretion - - 216 216 Other (income) expense - - 3,758 3,758 Loss from continuing operations $ - $ (311 ) $ (11,145 ) $ (11,456 ) Three Months Ended December 31, 2019 Commodities Financial Technology Total Segmented operating revenues $ - $ 44 $ 96 $ 140 Cost of revenues - - 67 67 Gross profit - 44 29 73 Total operating expenses net of depreciation, amortization, depletion and accretion - 206 2,450 2,656 Depreciation, amortization, depletion and accretion - - 68 68 Other (income) expense - - 2,768 2,768 Loss from continuing operations $ - $ (162 ) $ (5,257 ) $ (5,419 ) Segmented assets as of December 31, 2019 Property and equipment, net $ - $ - $ 608 $ 608 Oil and Gas Properties $ - $ - $ - $ - Intangible assets, net $ - $ 3,223 $ - $ 3,223 Capital expenditures $ - $ - $ - $ - |
Leases
Leases | 9 Months Ended |
Dec. 31, 2020 | |
Leases Abstract | |
LEASES | NOTE 19: 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. 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. The Company’s portfolio of leases contains both finance and operating leases that relate primarily to the commodity segment. As of December 31, 2020, the value of the unamortized lease right of use asset is $960, of which $480 is from financing leases (through maturity at June 30, 2024) and $480 is from operating leases (through maturity at November 30, 2023). As of December 31, 2020, the Company’s lease liability was $996, of which $471 is from financing leases and $525 is from operating leases. Maturity of lease liability for the operating leases for the period ended December 31, 2021 $ 204 2022 $ 184 2023 $ 139 2024 $ - Imputed interest $ (2 ) Total lease liability $ 525 Disclosed as: Current portion $ 204 Non-current portion $ 321 Maturity of lease liability for the financing leases for the period ended December 31, 2021 $ 145 2022 $ 150 2023 $ 153 2024 $ 41 Imputed interest $ (18 ) Total lease liability $ 471 Disclosed as: Current portion $ 140 Non-current portion $ 331 Amortization of the right of use asset for the period ended December 31, 2021 $ 332 2022 $ 313 2023 $ 263 2024 $ 52 2025 $ - Total $ 960 Total Lease Cost Individual components of the total lease cost incurred by the Company is as follows: Three months ended Nine months ended Operating lease expense $ 54 $ 106 Finance lease expense Depreciation of capitalized finance lease assets 34 103 Interest expense on finance lease liabilities 3 11 Total lease cost $ 91 $ 220 |
Asset Retirement Obligations
Asset Retirement Obligations | 9 Months Ended |
Dec. 31, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | |
ASSET RETIREMENT OBLIGATIONS | NOTE 20: 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 periods ended December 31, 2020 and March 31, 2020: December 31, March 31, Balance, beginning of period $ 295 $ - Accretion expense 26 - ARO liability acquired in Banner Midstream acquisition - 295 Reclamation obligations settled - - Additions and changes in estimates 110 - Balance, end of period $ 431 $ 295 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 21: SUBSEQUENT EVENTS Subsequent to December 31, 2020, the Company had the following transactions: In January 2021, the Company paid $814 in amounts due to Shamrock sellers that were owed from March 27, 2020, and repaid $194 in notes payable to related parties. On January 15, 2021, Simon Abrahms filed a notice of dismissal without prejudice of the class action lawsuit which was filed in the United States District Court of the District of Nevada on November 9, 2020 against the Company and members of its Board of Directors. This lawsuit is discussed in more detail in the Company’s revised definitive proxy statement on Schedule 14A filed on December 11, 2020. The Company’s stockholders ratified the corporate action giving rise to this litigation at a special meeting that was held on December 29, 2020. As a result, the Company expects that its sole remaining liability is to reimburse the plaintiff for his reasonable attorneys’ fees. On January 15, 2021, the Company commenced the drilling of an oil well (“JV Drill”) with a budgeted authority for expenditure (“AFE”) totaling $4,640. On February 12, 2021, the Company executed an agreement to acquire an 80% working interest in an additional 1,218 acres of oil and gas mineral leases in the leasehold area contiguous to the current JV Drill project. On February 12, 2021, the Company made a payment of $225 to fund the portion of the lease to be recorded in Avoyelles Parish, Louisiana. The Company owes a final payment of $353 on March 15, 2021 for the portion of the lease to be recorded in St. Landry Parish, Louisiana. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements of Ecoark Holdings and its subsidiaries and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the condensed consolidated financial statements have been included. Such adjustments are of a normal, recurring nature. The unaudited condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020. Therefore, the interim unaudited condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K. 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 Parent, entered into the Banner Purchase Agreement to acquire 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 |
Reclassifications | Reclassifications The Company has reclassified certain amounts in the December 31, 2019 unaudited condensed consolidated financial statements to be consistent with the December 31, 2020 presentation. Reclassifications relating to the discontinued operations are described in Note 2. The reclassifications had no impact on net loss or net cash flows for the three and nine months ended December 31, 2020 and 2019. |
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. |
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 $380 and $0 in depreciation, depletion and amortization expense for the Company’s oil and gas properties for the nine months ended December 31, 2020 and 2019, respectively, and $254 and $0, for the three months ended December 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 period, 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 December 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. |
Inventories | Inventories Crude oil, products and merchandise inventories are carried at the lower of cost (LIFO) or net realizable value. Inventory costs include expenditures and other charges directly and indirectly incurred in bringing the inventory to its existing condition and location. |
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. |
Revenue Recognition | Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers 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. The Company did not have material revenue from software license agreements in the nine months ended December 31, 2020 and 2019, respectively. 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 recognizes revenue under ASC 606 when: (i) the Company receives notification of the successful sale of a load of crude oil to a buyer; (ii) the buyer will provide a price based on the average monthly price of crude oil in the most recent month; and (iii) cash is received the following month from the crude oil buyer. 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. The Company has recognized an allowance for doubtful accounts of $709 and $500 as of December 31, 2020 and March 31, 2020, respectively. |
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. |
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. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Liquidity | Liquidity For the nine months ended December 31, 2020 and 2019, the Company had a net loss of $11,664 and $11,454, respectively, has a working capital deficit of $2,856 as of December 31, 2020, and has an accumulated deficit as of December 31, 2020 of $139,687. As of December 31, 2020, the Company has $7,981 in cash and cash equivalents. The Company alleviated the substantial doubt regarding this uncertainty as of March 31, 2020 which continues to be alleviated at December 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 $6,000 and existing customer relationships over $2,000, coupled with the raising of $14,359 in the exercise of warrants, $349 in the exercise of options and $7,666 in a registered direct offering, net of fees of $334 in the nine months ended December 31, 2020. 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. 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 unaudited condensed 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. The COVID-19 public health epidemic prevented the Company from conducting business activities at full capacity for an indefinite period of time, including due to risk of spread of the disease within these groups or due to shutdowns requested or mandated by governmental authorities. COVID-19 did not have a material effect on the Condensed Consolidated Statements of Operations or the Condensed Consolidated Balance Sheets included in this Form 10-Q. However, it did have a material impact on our management’s ability to operate effectively and meet some of our filing deadlines. The impact included the difficulties of working remotely from home including slow Internet connection, the inability of our accounting and financial officers to collaborate as effectively as they would otherwise have in an office environment and issues arising from mandatory state quarantines. While it is not possible at this time to estimate with sufficient certainty the impact that COVID-19 could have on the Company’s business, the continued spread of COVID-19 and the measures taken by federal, state, local and foreign governments could disrupt the operation of the Company’s business. The COVID-19 outbreak and mitigation measures have also had and may continue to have an adverse impact on global and domestic 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 has taken temporary precautionary measures intended to help minimize the risk of the virus to its employees, including temporarily requiring employees to work remotely, and discouraging employee attendance at in-person work-related meetings, which could negatively affect the Company’s business. These measures are continuing. 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. The CARES Act includes, among other things, provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative minimum tax credits and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also established a Paycheck Protection Program (“PPP”), whereby certain small business are eligible for a loan to fund payroll expenses, rent and related costs. In April 2020, the Company and one of its subsidiaries entered into PPP loans with financial institutions, See Notes 11 (u) and (v). Of the $1,869 in PPP loans obtained this fiscal year, the Company was informed that $1,850 (including $11 in accrued interest) has been forgiven in the three months ended December 31, 2020. The remaining $30 with accrued interest of $2 will be converted into a loan that is due in May 2022, with payments of $2 per month that commenced December 19, 2020. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of assets and liabilities included as part of discontinued operations | Current asset Cash $ - Total current assets $ - Property and equipment, net $ 249 Non-current assets $ 249 Accounts payable $ 228 Current liabilities $ 228 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Schedule of revenue by major source | Three Months Ended Nine Months Ended 2020 2019 2020 2019 Revenue: Software as a Service (“SaaS”) $ - $ - $ - $ 28 Professional Services - 140 - 191 Financial Services 165 - 359 - Oil and Gas Production 641 - 1,317 - Transportation Services 3,541 - 8,090 - Fuel Rebate 80 - 157 - Equipment Rental 38 - 133 - $ 4,465 $ 140 $ 10,056 $ 219 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 31, March 31, Zest Labs freshness hardware $ 2,493 $ 2,493 Computers and software costs 222 222 Land 140 - Buildings 236 - Leasehold improvements – Pinnacle Frac 18 18 Machinery and equipment - Technology 200 200 Machinery and equipment – Commodity 3,458 3,405 Total property and equipment 6,767 6,338 Accumulated depreciation and impairment (2,846 ) (2,373 ) Property and equipment, net $ 3,921 $ 3,965 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | December 31, March 31, Patents $ 1,013 $ 1,013 Customer relationships 2,100 2,100 Non-compete agreements – Banner Midstream 250 250 Outsourced vendor relationships 1,017 1,017 Non-compete agreements – Zest Labs 340 340 Total intangible assets 4,720 4,720 Accumulated amortization and impairment (2,584 ) (2,370 ) Intangible assets, net $ 2,136 $ 2,350 |
Schedule of future amortization of the intangibles | 2021 $ 333 2022 280 2023 263 2024 263 2025 230 Thereafter 767 $ 2,136 |
Schedule of statutory based intangible assets | Acquisition – Trend Discovery $ 3,223 Acquisition – Banner Midstream 7,002 Goodwill – December 31, 2020 and March 31, 2020 $ 10,225 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | December 31, March 31, Professional fees and consulting costs $ 67 $ 106 Vacation and paid time off 114 126 Legal fees 24 503 Compensation 86 865 Interest 383 673 Insurance 631 548 Other 433 215 Total $ 1,738 $ 3,036 |
Warrant Derivative Liabilities
Warrant Derivative Liabilities (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of convertible notes and warrants estimated using Black-Scholes | Nine Months Ended Year Ended December 31, March 31, Inception Expected term 4.58 - 5 years 4.67-4.83 years 5.00 years Expected volatility 94 - 101 % 95 % 91% - 107 % Expected dividend yield - - - Risk-free interest rate 0.61 - 0.73 % 0.70 % 1.50% -2.77 % |
Schedule of warrant derivative liabilities activity | December 31, March 31, Inception Fair value of 276 November 11, 2019 warrants $ - $ 543 $ 1,107 Fair value of 1,176 January 27, 2020 warrants - 2,232 3,701 Fair value of 40 April 15, 2020 warrants - - 84 Fair value of 10 April 15, 2020 warrants - - 21 Fair value of 200 April 16, 2020 warrants - - 419 Fair value of 1,176 May 10, 2020 warrants - - 6,115 Fair value of 250 September 24, 2020 warrants 1,032 - 1,265 Fair value of 60 November 14, 2020 warrants 350 - 251 Fair value of 889 December 31, 2020 warrants 4,653 - 4,655 Fair value of 62 December 31, 2020 warrants 308 - 308 $ 6,343 $ 2,775 |
Schedule of warrant derivative liabilities | Beginning balance as of March 31, 2020 $ 2,775 Issuances of warrants – derivative liabilities 13,118 Warrants exchanged for common stock (25,451 ) Change in fair value of warrant derivative liabilities 15,901 Ending balance as of December 31, 2020 $ 6,343 |
Oil and Gas Properties (Tables)
Oil and Gas Properties (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Oil and Gas Property [Abstract] | |
Schedule of oil and gas mineral lease | December 31, March 31, Property acquired from Banner Midstream $ 5,895 $ 6,135 Asset purchase – June 2020 1 - Properties acquired from Rabb Resources 3,002 - Purchase – September 4, 2020 1,500 - Purchase – September 30, 2020 760 - Purchase – October 1, 2020 22 - Purchase – October 9, 2020 615 - Total OGML Properties $ 11,795 $ 6,135 |
Schedule of oil and gas activities by classification | Activity Category March 31, Adjustments (1) December 31, Proved Developed Producing Oil and Gas Properties Cost $ 167 $ 520 $ 687 Accumulated depreciation, depletion and amortization - (37 ) (37 ) Total $ 167 $ 483 $ 650 Undeveloped and Non-Producing Oil and Gas Properties Cost $ 5,968 $ 5,520 $ 11,488 Accumulated depreciation, depletion and amortization - (343 ) (343 ) Total $ 5,968 $ 5,177 $ 11,145 Grand Total $ 6,135 $ 5,660 $ 11,795 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | December 31, March 31, Credit facility – Trend Discovery SPV 1, LLC (a) $ - $ - Senior secured bridge loan – Banner Midstream (b) - 2,222 Note payable – LAH 1 (c) - 110 Note payable – LAH 2 (d) - 77 Note payable – Banner Midstream 1 (e) - 303 Note payable – Banner Midstream 2 (f) - 397 Note payable – Banner Midstream 3 (g) - 500 Merchant Cash Advance (MCA) loan – Banner Midstream 1 (h) - 361 MCA loan – Banner Midstream 2 (i) - 175 MCA loan – Banner Midstream 3 (j) - 28 Note payable – Banner Midstream – Alliance Bank (k) 1,090 1,239 Commercial loan – Pinnacle Frac – Firstar Bank (l) 705 952 Auto loan 1 – Pinnacle Vac – Firstar Bank (m) 31 40 Auto loan 2 – Pinnacle Frac – Firstar Bank (n) 40 52 Auto loan 3 – Pinnacle Vac – Ally Bank (o) 36 42 Auto loan 4 – Pinnacle Vac – Ally Bank (p) 38 47 Auto loan 5 – Pinnacle Vac – Ally Bank (q) 37 44 Auto loan 7 – Capstone – Ally Bank (r) 77 97 Tractor loan 6 – Capstone – Tab Bank (s) 194 235 Equipment loan – Shamrock – Workover Rig (t) - 50 Ecoark – PPP Loan (u) 29 - Pinnacle Frac Transport – PPP Loan (v) - - Total long-term debt 2,277 6,971 Less: debt discount (- ) (149 ) Less: current portion (789 ) (6,401 ) Long-term debt, net of current portion $ 1,488 $ 421 (a) 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 nine months ended December 31, 2020 and 2019 was $0 and $193, 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 771 shares of common stock at a value of $2.95 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. (b) 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. (c) Unsecured note payable previously issued April 2, 2018 which was assumed by Banner Midstream in the acquisition of a previous entity. The amount was past due and bears interest at 10% per annum. This amount along with accrued interest of $22 was assumed on March 27, 2020 in the acquisition of Banner Midstream. Amount was paid off in May 2020, and $24 of accrued interest remains at December 31, 2020. (d) Unsecured note payable previously issued April 2, 2018 which was assumed by Banner Midstream in the acquisition of a previous entity. The amount was past due and bears interest at 10% per annum. This amount along with accrued interest of $22 was assumed on March 27, 2020 in the acquisition of Banner Midstream. Amount was paid off in May 2020, and $24 of accrued interest remains at December 31, 2020. (e) Junior secured note payable issued January 16, 2019 to an unrelated third party at 10% interest. This amount along with accrued interest of $39 was assumed on March 27, 2020 in the acquisition of Banner Midstream. This note along with the accrued interest was repaid in May 2020. (f) 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. 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. (g) Unsecured note payable issued October 2019 to an unrelated third party at 10% interest. This amount along with accrued interest of $23 was assumed on March 27, 2020 in the acquisition of Banner Midstream. The balance of this note and remaining accrued interest was converted into 86 shares of common stock in the Company’s fiscal quarter ended September 30, 2020. (h) Merchant cash advance loan on Banner Midstream. The Company assumed $368 of this note along with accrued interest of $144. This note along with the accrued interest was repaid in May 2020. (i) Merchant cash advance loan on Banner Midstream. The Company assumed $181 of this note along with accrued interest of $70. This note along with the accrued interest was repaid in May 2020. (j) Merchant cash advance loan on Banner Midstream. The Company assumed $69 of this note along with accrued interest of $21. This note along with the accrued interest was repaid in May 2020. (k) 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. This loan and discount was assumed in the Banner Midstream acquisition. (l) Original loan date of February 28, 2018, due February 28, 2021 at the Wall Street Prime Journal Rate interest. This loan was assumed in the Banner Midstream acquisition. (m) 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 December 31, 2020. This note was assumed in the acquisition of Banner Midstream on March 27, 2020. (n) 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 December 31, 2020. This note was assumed in the acquisition of Banner Midstream on March 27, 2020. (o) 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 December 31, 2020. This note was assumed in the acquisition of Banner Midstream on March 27, 2020. (p) 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 December 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 December 31, 2020. This note was assumed in the acquisition of Banner Midstream on March 27, 2020. (r) 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 December 31, 2020. These notes were assumed in the acquisition of Banner Midstream on March 27, 2020. (s) 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 December 31, 2020. This note was assumed in the acquisition of Banner Midstream on March 27, 2020. (t) Equipment loan assumed in the acquisition of Banner Midstream on March 27, 2020, and repaid with accrued interest in June 2020. (u) PPP loan received by Ecoark Holdings Inc. in April 2020. Loan bears interest at 1% per annum and matures April 2022. On November 19, 2020, the Company received confirmation that $356 in principal and $2 in accrued interest has been forgiven, and this amount has been reflected in forgiveness of debt. The remaining $29, will be due in monthly installments of $2 through maturity in May 2022. (v) PPP loan received by Pinnacle Frac Transport in April 2020. Loan bears interest at 1% per annum and matures April 2022. On November 27, 2020, the entire loan balance of $1,483 and accrued interest of $9 was forgiven and this amount has been reflected as forgiveness of debt. |
Schedule of maturities net of discount | 2021 $ 789 2022 723 2023 380 2024 293 2025 92 $ 2,277 |
Notes Payable - Related Parti_2
Notes Payable - Related Parties (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of notes payable to related parties | December 31, March 31, Ecoark Holdings Board Member (a) $ 578 $ 578 Ecoark Holdings Officers (b) 61 1,242 Banner Midstream Officers (c) 133 152 Ecoark Holdings – common ownership (d) - 200 Total Notes Payable – Related Parties 772 2,172 Less: Current Portion of Notes Payable – Related Parties (772 ) (2,172 ) Long-term debt, net of current portion $ - $ - |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of share-based compensation expense | 2013 2017 Non-Qualified Stock Options Common Stock Total Nine months ended December 31, 2020 Employees/Directors $ - $ 277 $ 1,069 $ 479 $ 1,825 Services - 25 198 6 229 $ - $ 302 $ 1,267 $ 485 $ 2,054 Nine months ended December 31, 2019 Employees/Directors $ - $ 700 $ 1,529 $ - $ 2,229 Amortization of services cost - 175 152 463 790 $ - $ 875 $ 1,681 $ 463 $ 3,019 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of fair values at effective date of acquisition the purchase price | Cash $ 3 Receivables 10 Other assets 1 Goodwill 3,223 $ 3,237 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 7,002 Intercompany advance (1,000 ) 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 | Nine Months Ended (Unaudited) Revenues $ 7,788 Net loss $ (15,540 ) Net loss per share $ (1.27 ) |
Schedule of assets acquired | Building $ 236 Land 140 Oil and Gas Properties 3,224 Asset retirement obligation (100 ) $ 3,500 Oil and Gas Properties $ 760 Asset retirement obligation (10 ) $ 750 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurements [Abstract] | |
Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis | December 31 2020 Level 1 Level 2 Level 3 Total Gains and (Losses) Warrant derivative liabilities - - $ 6,343 $ (15,901 ) March 31, 2020 Warrant derivative liabilities - - $ 2,775 $ (369 ) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Nine Months Ended December 31, 2020 Commodities Financial Technology Total Segmented operating revenues $ 9,697 $ 359 $ - $ 10,056 Cost of revenues 6,644 - - 6,644 Gross profit 3,053 359 - 3,412 Total operating expenses net of depreciation, amortization, depletion and accretion 9,916 331 2,353 12,600 Depreciation, amortization, depletion and accretion 945 - 188 1,133 Other (income) expense 1,501 (26 ) (132 ) 1,343 Income (loss) from continuing operations $ (9,309 ) $ 54 $ (2,409 ) $ (11,664 ) Three Months Ended December 31, 2020 Commodities Financial Technology Total Segmented operating revenues $ 4,300 $ 165 $ - $ 4,465 Cost of revenues 3,218 - - 3,218 Gross profit 1,082 165 - 1,247 Total operating expenses net of depreciation, amortization, depletion and accretion 3,965 137 872 4,974 Depreciation, amortization, depletion and accretion 447 - 62 509 Other (income) expense (3,769 ) (166 ) (833 ) (4,768 ) Income (loss) from continuing operations $ 439 $ 194 $ (101 ) $ 532 Segmented assets as of December 31, 2020 Property and equipment, net $ 3,567 $ - $ 354 $ 3,921 Oil and Gas Properties $ 11,795 $ - $ - $ 11,795 Intangible assets, net $ 9,138 $ 3,223 $ - $ 12,361 Capital expenditures $ 617 $ - $ - $ 617 Nine Months Ended December 31, 2019 Commodities Financial Technology Total Segmented operating revenues $ - $ 95 $ 124 $ 219 Cost of revenues - - 128 128 Gross profit (loss) - 95 (4 ) 91 Total operating expenses net of depreciation, amortization, depletion and accretion - 406 7,167 7,573 Depreciation, amortization, depletion and accretion - - 216 216 Other (income) expense - - 3,758 3,758 Loss from continuing operations $ - $ (311 ) $ (11,145 ) $ (11,456 ) Three Months Ended December 31, 2019 Commodities Financial Technology Total Segmented operating revenues $ - $ 44 $ 96 $ 140 Cost of revenues - - 67 67 Gross profit - 44 29 73 Total operating expenses net of depreciation, amortization, depletion and accretion - 206 2,450 2,656 Depreciation, amortization, depletion and accretion - - 68 68 Other (income) expense - - 2,768 2,768 Loss from continuing operations $ - $ (162 ) $ (5,257 ) $ (5,419 ) Segmented assets as of December 31, 2019 Property and equipment, net $ - $ - $ 608 $ 608 Oil and Gas Properties $ - $ - $ - $ - Intangible assets, net $ - $ 3,223 $ - $ 3,223 Capital expenditures $ - $ - $ - $ - |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Leases Abstract | |
Schedule of maturity of operating lease liability | Maturity of lease liability for the operating leases for the period ended December 31, 2021 $ 204 2022 $ 184 2023 $ 139 2024 $ - Imputed interest $ (2 ) Total lease liability $ 525 Disclosed as: Current portion $ 204 Non-current portion $ 321 |
Schedule of maturity of operating lease liability | Maturity of lease liability for the financing leases for the period ended December 31, 2021 $ 145 2022 $ 150 2023 $ 153 2024 $ 41 Imputed interest $ (18 ) Total lease liability $ 471 Disclosed as: Current portion $ 140 Non-current portion $ 331 |
Schedule of amortization of the right of use asset | Amortization of the right of use asset for the period ended December 31, 2021 $ 332 2022 $ 313 2023 $ 263 2024 $ 52 2025 $ - Total $ 960 |
Schedule of total lease cost | Three months ended Nine months ended Operating lease expense $ 54 $ 106 Finance lease expense Depreciation of capitalized finance lease assets 34 103 Interest expense on finance lease liabilities 3 11 Total lease cost $ 91 $ 220 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of asset retirement obligations | December 31, March 31, Balance, beginning of period $ 295 $ - Accretion expense 26 - ARO liability acquired in Banner Midstream acquisition - 295 Reclamation obligations settled - - Additions and changes in estimates 110 - Balance, end of period $ 431 $ 295 |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Dec. 29, 2020$ / itemshares | Dec. 17, 2020shares | Oct. 12, 2020 | Sep. 04, 2020USD ($) | Aug. 14, 2020 | Jun. 11, 2020 | Dec. 31, 2020USD ($)$ / shares$ / itemshares | Sep. 30, 2020 | Dec. 31, 2020USD ($)$ / shares$ / itemshares | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($)$ / shares$ / itemshares | Dec. 31, 2019USD ($) | Dec. 30, 2020$ / item | Dec. 19, 2020USD ($) | Nov. 14, 2020$ / item | Sep. 24, 2020$ / shares | Sep. 24, 2020$ / item | Mar. 31, 2020USD ($) | May 31, 2019 | Mar. 31, 2019USD ($) |
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Acquired entity energy assets, description | 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. | |||||||||||||||||||
Purchase Agreement Description | The Company in June 2020 previously provided for bridge financing to Rabb Resources, LTD under the $225 Senior Secured Convertible Promissory Note. As consideration for entering into the Asset Purchase Agreement, the Company agreed to pay Rabb Resources, LTD. A total of $3,500 consisting of (i) $1,500 in cash, net of $304 in outstanding amounts related to the note receivable and accrued interest receivable, and (ii) $2,000 payable in common stock of the Company, which based on the closing price of the common stock as of the date of the Asset Purchase Agreement equaled 103 shares. | |||||||||||||||||||
Working interest percentage | 100.00% | 100.00% | 61.00% | 70.00% | ||||||||||||||||
Net revenue interest percentage | 75.00% | 75.00% | 52.50% | |||||||||||||||||
Cash | $ 1,500 | $ 7,981 | $ 7,981 | $ 106 | $ 7,981 | $ 106 | $ 406 | $ 244 | ||||||||||||
Ownership percentage of the company | 100.00% | 100.00% | 100.00% | |||||||||||||||||
Cost estimated | $ 4,700 | $ 4,700 | $ 4,700 | |||||||||||||||||
Agreement of assignment, description | the Assignor assigned to White River SPV a 100% working interest (75% net revenue interest) in a certain oil and gas lease covering in excess of 400 acres (the “Lease”), and White River SPV paid approximately $600 to the Assignor. White River SPV had previously entered into an agreement with the Assignor for the assignment to White River SPV of a 100% working interest in a certain oil and gas lease covering in excess of 1,600 acres in exchange for $1,500. | |||||||||||||||||||
Purchase price of leases Description | The purchase prices of these leases were $126, $312 and $312, respectively, totaling $750. The consideration paid to the Sellers was in the form of 68 shares of common stock. | |||||||||||||||||||
Authorized common stock (in Shares) | shares | 40,000 | 40,000 | 40,000 | |||||||||||||||||
Reduced authorized common stock (in Shares) | shares | 30,000 | 30,000 | ||||||||||||||||||
Shares issued (in Shares) | shares | 889 | 889 | 889 | |||||||||||||||||
Per shares (in Dollars per share) | $ / shares | $ 9,000 | $ 9,000 | $ 9,000 | |||||||||||||||||
Total amount. | $ 8,000 | $ 8,000 | $ 8,000 | |||||||||||||||||
Strike price (in Dollars per Item) | 9.65 | 10 | 7.75 | 9,650 | 7.75 | |||||||||||||||
Warrant, description | The Company granted 62 warrants to the placement agent as compensation in addition to the $560 cash commission received by the placement agent. | |||||||||||||||||||
Outstanding voting share percentage | 50.00% | 50.00% | 50.00% | |||||||||||||||||
Depreciation, depletion and amortization expense | $ 254 | 0 | $ 380 | 0 | ||||||||||||||||
Discounted percentage | 10.00% | |||||||||||||||||||
Accounts receivable, description | 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. | |||||||||||||||||||
Accounts receivable, net of allowance | $ 709 | 709 | 500 | $ 709 | 500 | 500 | ||||||||||||||
Net loss | 532 | $ (5,419) | (11,664) | $ (11,454) | ||||||||||||||||
Working capital deficit | 2,856 | 2,856 | 2,856 | |||||||||||||||||
Accumulated deficit | (139,687) | (139,687) | (139,687) | $ (128,023) | ||||||||||||||||
Exercise of warrants | 14,359 | |||||||||||||||||||
Exercise options | 349 | |||||||||||||||||||
Registered offering | 7,666 | |||||||||||||||||||
Net fees | 334 | |||||||||||||||||||
Purchasing power parity loan | 1,869 | |||||||||||||||||||
Informed amount | 1,850 | |||||||||||||||||||
Including accrued interest | 11 | 15 | ||||||||||||||||||
Accrued interest | 30 | 30 | 30 | |||||||||||||||||
Loan due | $ 2 | $ 2 | $ 2 | |||||||||||||||||
Payment commenced | $ 2 | |||||||||||||||||||
Merger Agreement [Member] | ||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Ownership percentage of the company | 100.00% | |||||||||||||||||||
O’Neal OGML [Member] | ||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Working interest percentage | 100.00% | |||||||||||||||||||
Placement agent [Member] | ||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 11.25 | |||||||||||||||||||
Expire date | Jan. 2, 2023 | |||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Strike price (in Dollars per Item) | $ / item | 10 | 10 | 10 | |||||||||||||||||
Warrant [Member] | Institutional Investor [Member] | ||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Shares issued (in Shares) | shares | 889 | 889 | 889 | |||||||||||||||||
Zest Labs [Member] | ||||||||||||||||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Organization and summary of significant accounting policies, description | Through Ecoark Holdings wholly owned subsidiaries, the Company has operations in three areas: (i) oil and gas, including exploration, production and drilling operations on over 20,000 cumulative acres of active mineral leases in Texas, Louisiana, and Mississippi and transportation services, (ii) post-harvest shelf-life and freshness food management technology, and (iii) financial services including investments in a select number of early stage startups each year. |
Discontinued Operations (Detail
Discontinued Operations (Details) - Schedule of assets and liabilities included as part of discontinued operations - Pinnacle Vac [Member] $ in Thousands | Dec. 31, 2020USD ($) |
Discontinued Operations (Details) - Schedule of assets and liabilities included as part of discontinued operations [Line Items] | |
Cash | |
Total current assets | |
Property and equipment, net | 249 |
Non-current assets | 249 |
Accounts payable | 228 |
Current liabilities | $ 228 |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of revenue by major source - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue (Details) - Schedule of revenue by major source [Line Items] | ||||
Total Revenues | $ 4,465 | $ 140 | $ 10,056 | $ 219 |
Software as a Service (“SaaS”) [Member] | ||||
Revenue (Details) - Schedule of revenue by major source [Line Items] | ||||
Total Revenues | 28 | |||
Professional services [Member] | ||||
Revenue (Details) - Schedule of revenue by major source [Line Items] | ||||
Total Revenues | 140 | 191 | ||
Financial Services [Member] | ||||
Revenue (Details) - Schedule of revenue by major source [Line Items] | ||||
Total Revenues | 165 | 359 | ||
Oil and Gas Production [Member] | ||||
Revenue (Details) - Schedule of revenue by major source [Line Items] | ||||
Total Revenues | 641 | 1,317 | ||
Transportation Services [Member] | ||||
Revenue (Details) - Schedule of revenue by major source [Line Items] | ||||
Total Revenues | 3,541 | 8,090 | ||
Fuel Rebate [Member] | ||||
Revenue (Details) - Schedule of revenue by major source [Line Items] | ||||
Total Revenues | 80 | 157 | ||
Equipment Rental [Member] | ||||
Revenue (Details) - Schedule of revenue by major source [Line Items] | ||||
Total Revenues | $ 38 | $ 133 |
Inventories (Details)
Inventories (Details) | 9 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Average price of unsold crude oil, description | The Company’s inventories of $129 consisted of crude oil of approximately 5,324 barrels of unsold crude oil using the lower of cost (LIFO) or net realizable value. |
Note Receivable (Details)
Note Receivable (Details) - USD ($) $ in Thousands | Aug. 14, 2020 | Aug. 07, 2020 | Jul. 08, 2020 | Dec. 31, 2020 | Jun. 18, 2020 |
Note Receivable (Details) [Line Items] | |||||
Issuance date | Jun. 18, 2020 | ||||
Maturity date | Aug. 2, 2020 | ||||
Interest rate | 11.00% | ||||
Advances | $ 25 | $ 50 | $ 180 | ||
Total note receivable | $ 300 | ||||
Accrued interest income | $ 4 | ||||
Purchase price acquisition | 3,500 | ||||
Amount transaction | 1,196 | ||||
Cash | $ 1,500 | ||||
Senior Secured Debt [Member] | |||||
Note Receivable (Details) [Line Items] | |||||
Convertible Notes Payable | $ 225 | ||||
Rabb Resources, LTD [Member] | |||||
Note Receivable (Details) [Line Items] | |||||
Unsecured amount | 25 | ||||
Secured amount | $ 200 | ||||
Convertible into shares at value | $ 225 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 27, 2020 | |
Property, Plant and Equipment [Abstract] | |||||
Property and equipment | $ 3,423 | ||||
Land and buildings | $ 376 | ||||
Depreciation expense | $ 172 | $ 68 | $ 513 | $ 216 | |
Disposal amount of equipment | 188 | 188 | |||
Net value of equipment | $ 148 | 148 | |||
Cash proceeds | 43 | ||||
Loss on sale of fixed assets | $ 105 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 6,767 | $ 6,338 | |
Accumulated depreciation and impairment | (2,846) | (2,373) | |
Property and equipment, net | 3,921 | 3,965 | $ 608 |
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 | |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 140 | ||
Buildings [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 236 | ||
Leasehold improvements – Pinnacle Frac [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 18 | 18 | |
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 | $ 3,458 | $ 3,405 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | |
Intangible Assets and Goodwill (Details) [Line Items] | |||||
Customer relationships and non-compete agreements value | $ 2,350 | $ 2,350 | |||
Estimated useful lives | 10 years | ||||
Amortization expense | 72 | $ 0 | $ 214 | $ 0 | |
Goodwill | $ 10,225 | $ 10,225 | $ 10,225 | ||
Non-compete agreements [Member] | |||||
Intangible Assets and Goodwill (Details) [Line Items] | |||||
Estimated useful lives | 5 years |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details) - Schedule of intangible assets - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 4,720 | $ 4,720 |
Accumulated amortization and impairment | (2,584) | (2,370) |
Intangible assets, net | 2,136 | 2,350 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 1,013 | 1,013 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 2,100 | 2,100 |
Non-compete agreements – Banner Midstream [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 250 | 250 |
Outsourced vendor relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 1,017 | 1,017 |
Non-compete agreements – Zest Labs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 340 | $ 340 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Details) - Schedule of future amortization of the intangibles - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 |
Schedule of future amortization of the intangibles [Abstract] | ||
2021 | $ 333 | |
2022 | 280 | |
2023 | 263 | |
2024 | 263 | |
2025 | 230 | |
Thereafter | 767 | |
Intangible assets, net | $ 2,136 | $ 2,350 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Details) - Schedule of statutory based intangible assets - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 |
Intangible Assets and Goodwill (Details) - Schedule of statutory based intangible assets [Line Items] | ||
Goodwill | $ 10,225 | $ 10,225 |
Acquisition - Trend Discovery [Member] | ||
Intangible Assets and Goodwill (Details) - Schedule of statutory based intangible assets [Line Items] | ||
Goodwill | 3,223 | |
Acquisition - Banner Midstream [Member] | ||
Intangible Assets and Goodwill (Details) - Schedule of statutory based intangible assets [Line Items] | ||
Goodwill | $ 7,002 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Mar. 31, 2020 | Mar. 27, 2020 | Dec. 31, 2020 | |
Accrued Liabilities (Details) [Line Items] | |||
Addition assumed | $ 250 | $ 2,362 | |
Amounts due to prior owners | $ 2,358 | $ 814 | |
Loss on conversion | 1,248 | ||
Banner Midstream [Member] | |||
Accrued Liabilities (Details) [Line Items] | |||
Addition assumed | $ 2,362 | ||
Amount converted | $ 1,228 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 |
Schedule of accrued liabilities [Abstract] | ||
Professional fees and consulting costs | $ 67 | $ 106 |
Vacation and paid time off | 114 | 126 |
Legal fees | 24 | 503 |
Compensation | 86 | 865 |
Interest | 383 | 673 |
Insurance | 631 | 548 |
Other | 433 | 215 |
Total | $ 1,738 | $ 3,036 |
Warrant Derivative Liabilitie_2
Warrant Derivative Liabilities (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Nov. 14, 2020USD ($)$ / itemshares | May 10, 2020USD ($) | Nov. 11, 2019USD ($) | Dec. 30, 2020USD ($)$ / itemshares | Sep. 24, 2020USD ($)shares | Apr. 16, 2020USD ($) | Apr. 15, 2020USD ($)$ / sharesshares | Jan. 27, 2020USD ($) | Oct. 28, 2019 | Dec. 31, 2020USD ($)$ / shares$ / item | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($)$ / shares$ / item | Dec. 31, 2019USD ($) | Dec. 29, 2020$ / item | Sep. 30, 2020USD ($) | Sep. 24, 2020$ / shares | Sep. 24, 2020$ / item | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Aug. 22, 2019USD ($)shares |
Warrant Derivative Liabilities (Details) [Line Items] | ||||||||||||||||||||
Shares issued in exchange for warrants, description | On May 10, 2020, the November 2019 and January 2020 warrants were exchanged for 1,452 shares of Company common stock, and all of those warrants were extinguished resulting in a gain on extinguishment of $1,630. | the Company issued 449 shares of the Company’s common stock to investors in exchange for the March and May 2017 warrants. Upon the issuance of the 449 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 remaining May 10, 2020 warrants were exchanged for 295 shares of common stock of the Company for $1,623 cash. In addition, on November 13, 2020, 50 September 24, 2020 warrants were exercised into 50 shares of the Company’s common stock for $483 in cash, and on November 23, 2020, 50 April 15, 2020 warrants were exercised under a cashless exercise provision. The fair value of the 200 warrants that remain as of December 31, 2020 is $1,032. | On July 12, 2019, the March and August 2018 warrants were exchanged for 855 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 $2,454 resulting in a loss of $839 that was recognized on the exchange. | ||||||||||||||||
Exercised exchange of shares (in Shares) | shares | 784 | |||||||||||||||||||
Fair value of warrants estimated | $ 251 | $ 6,115 | $ 4,655 | $ 1,265 | $ 350 | $ 350 | $ 1,425 | $ 15,620 | $ 543 | $ 1,576 | ||||||||||
Loss on extinguishment | $ 1,038 | |||||||||||||||||||
Interest expense on warrant derivative liabilities | $ 13,118 | |||||||||||||||||||
Number of warrants granted (in Shares) | shares | 60 | 889 | 250 | |||||||||||||||||
Warrants exercise price (in Dollars per share) | $ / shares | $ 3.65 | $ 3.65 | ||||||||||||||||||
Proceeds from loan | $ 200 | |||||||||||||||||||
Warrants, description | During the three months ended September 30, 2020, 881 of the May 10, 2020 of the warrants were exchanged for 881 shares of common stock of the Company for $4,847 cash. The fair value of the 295 warrants that remain as of September 30, 2020 is $2,493. In addition, on September 1, 2020, 200 April 16, 2020 warrants were exercised into 200 shares of the Company’s common stock for $730 in cash. | |||||||||||||||||||
Strike price (in Dollars per Share) | 7.75 | 10 | 9.65 | 9,650 | 7.75 | |||||||||||||||
Description of maturity date | On December 30, 2020, the Company granted 889 warrants, in the direct registered offering under the effective Form S-3, with a strike price of $10.00 with a term of two-years (maturity January 2, 2023). | |||||||||||||||||||
Term year | 2 years | |||||||||||||||||||
Change in fair value of derivative liabilities | $ 481 | $ (2,376) | $ (15,901) | $ (2,392) | ||||||||||||||||
Senior Secured Debt [Member] | ||||||||||||||||||||
Warrant Derivative Liabilities (Details) [Line Items] | ||||||||||||||||||||
Fair value of warrants estimated | $ 84 | 357 | ||||||||||||||||||
Number of warrants granted (in Shares) | shares | 40 | |||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ / shares | $ 3.65 | |||||||||||||||||||
Senior Secured Debt One [Member] | ||||||||||||||||||||
Warrant Derivative Liabilities (Details) [Line Items] | ||||||||||||||||||||
Fair value of warrants estimated | $ 21 | $ 89 | ||||||||||||||||||
Number of warrants granted (in Shares) | shares | 10 | |||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ / shares | $ 3.65 | |||||||||||||||||||
Letter Agreements [Member] | ||||||||||||||||||||
Warrant Derivative Liabilities (Details) [Line Items] | ||||||||||||||||||||
Shares issued in exchange for warrants, description | Pursuant to the letter agreements, the investors agreed to a cash exercise of 784 warrants at a price of $2.55 per share. The Company additionally, granted 1,176 warrants at $4.50. 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 $4.50 and may be exercised within five years of issuance. | |||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Warrant Derivative Liabilities (Details) [Line Items] | ||||||||||||||||||||
Fair value of warrants estimated | $ 4,653 | $ 4,653 | ||||||||||||||||||
Strike price (in Dollars per Share) | $ / item | 10 | 10 | ||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||
Warrant Derivative Liabilities (Details) [Line Items] | ||||||||||||||||||||
Fair value of warrants estimated | $ 308 | $ 308 | $ 308 | |||||||||||||||||
Number of warrants granted (in Shares) | shares | 62 | |||||||||||||||||||
Strike price (in Dollars per Share) | $ / item | 11.25 | |||||||||||||||||||
Trend Discovery SPV I. [Member] | ||||||||||||||||||||
Warrant Derivative Liabilities (Details) [Line Items] | ||||||||||||||||||||
Fair value of warrants estimated | $ 419 | $ 419 | $ 2,753 | |||||||||||||||||
Warrants exercise price (in Dollars per share) | $ / shares | $ 3.65 | |||||||||||||||||||
Proceeds from loan | $ 438 | |||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||
Warrant Derivative Liabilities (Details) [Line Items] | ||||||||||||||||||||
Fair value of warrants estimated | $ 1,107 | |||||||||||||||||||
Interest expense on warrant derivative liabilities | $ 107 |
Warrant Derivative Liabilitie_3
Warrant Derivative Liabilities (Details) - Schedule of convertible notes and warrants estimated using Black-Scholes | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Mar. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 95.00% | |
Expected dividend yield | ||
Risk-free interest rate | 0.70% | |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term | 4 years 211 days | 4 years 244 days |
Expected volatility | 94.00% | |
Risk-free interest rate | 0.61% | |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term | 5 years | 4 years 302 days |
Expected volatility | 101.00% | |
Risk-free interest rate | 0.73% | |
Inception [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term | 5 years | |
Expected dividend yield | ||
Inception [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 91.00% | |
Risk-free interest rate | 1.50% | |
Inception [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 107.00% | |
Risk-free interest rate | 2.77% |
Warrant Derivative Liabilitie_4
Warrant Derivative Liabilities (Details) - Schedule of warrant derivative liabilities activity - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2020 | Mar. 31, 2020 | |
Warrant Derivative Liabilities (Details) - Schedule of warrant derivative liabilities activity [Line Items] | ||
Fair value of 276 November 11, 2019 warrants | $ 543 | |
Fair value of 1,176 January 27, 2020 warrants | 2,232 | |
Fair value of 10 April 15, 2020 warrants | ||
Fair value of 200 April 16, 2020 warrants | ||
Fair value of 1,176 May 10, 2020 warrants | ||
Fair value of 250 September 24, 2020 warrants | 1,032 | |
Fair value of 60 November 14, 2020 warrants | 350 | |
Fair value of 889 December 31, 2020 warrants | 4,653 | |
Fair value of 62 December 31, 2020 warrants | 308 | |
Total | 6,343 | $ 2,775 |
Inception [Member] | ||
Warrant Derivative Liabilities (Details) - Schedule of warrant derivative liabilities activity [Line Items] | ||
Fair value of 276 November 11, 2019 warrants | 1,107 | |
Fair value of 1,176 January 27, 2020 warrants | 3,701 | |
Fair value of 40 April 15, 2020 warrants | 84 | |
Fair value of 10 April 15, 2020 warrants | 21 | |
Fair value of 200 April 16, 2020 warrants | 419 | |
Fair value of 1,176 May 10, 2020 warrants | 6,115 | |
Fair value of 250 September 24, 2020 warrants | 1,265 | |
Fair value of 60 November 14, 2020 warrants | 251 | |
Fair value of 889 December 31, 2020 warrants | 4,655 | |
Fair value of 62 December 31, 2020 warrants | $ 308 |
Warrant Derivative Liabilitie_5
Warrant Derivative Liabilities (Details) - Schedule of warrant derivative liabilities $ in Thousands | 9 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of warrant derivative liabilities [Abstract] | |
Beginning balance as of March 31, 2020 | $ 2,775 |
Issuances of warrants – derivative liabilities | 13,118 |
Warrants exchanged for common stock | (25,451) |
Change in fair value of warrant derivative liabilities | 15,901 |
Ending balance as of December 31, 2020 | $ 6,343 |
Oil and Gas Properties (Details
Oil and Gas Properties (Details) - USD ($) $ in Thousands | Oct. 09, 2020 | Oct. 02, 2020 | Sep. 04, 2020 | Aug. 14, 2020 | Jun. 11, 2020 | Sep. 30, 2020 | Jun. 18, 2020 | Jul. 02, 2019 | Jun. 30, 2019 |
Oil and Gas Properties (Details) [Line Items] | |||||||||
Drilling credit value | $ 125 | ||||||||
Royalty retained interest | 1.00% | ||||||||
Lease assets paid in cash | $ 2 | ||||||||
Impaired loss on property | $ 615 | $ 22 | $ 83 | $ 83 | |||||
Purchase price | $ 615 | $ 22 | $ 1,500 | $ 3,500 | $ 750 | ||||
Oil and Gas Properties | $ 1,500 | $ 3,224 | $ 760 | ||||||
Mississippi and Louisiana [Member] | |||||||||
Oil and Gas Properties (Details) [Line Items] | |||||||||
Lease assets paid in cash | $ 2 |
Oil and Gas Properties (Detai_2
Oil and Gas Properties (Details) - Schedule of oil and gas mineral lease - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Jun. 18, 2020 | Dec. 31, 2020 | Mar. 31, 2020 | |
Oil and Gas Properties (Details) - Schedule of oil and gas mineral lease [Line Items] | |||
Property acquired from Banner Midstream | $ 5,895 | $ 6,135 | |
Asset purchase – June 2020 | $ 2 | ||
Total OGML Properties | 11,795 | 6,135 | |
Properties acquired from Rabb Resources | 3,002 | ||
June 2020 [Member] | |||
Oil and Gas Properties (Details) - Schedule of oil and gas mineral lease [Line Items] | |||
Asset purchase – June 2020 | 1 | ||
September 4, 2020 [Member] | |||
Oil and Gas Properties (Details) - Schedule of oil and gas mineral lease [Line Items] | |||
Asset purchase – June 2020 | 1,500 | ||
September 30, 2020 [Member] | |||
Oil and Gas Properties (Details) - Schedule of oil and gas mineral lease [Line Items] | |||
Asset purchase – June 2020 | 760 | ||
October 1, 2020 [Member] | |||
Oil and Gas Properties (Details) - Schedule of oil and gas mineral lease [Line Items] | |||
Asset purchase – June 2020 | 22 | ||
October 9, 2020 [Member] | |||
Oil and Gas Properties (Details) - Schedule of oil and gas mineral lease [Line Items] | |||
Asset purchase – June 2020 | $ 615 |
Oil and Gas Properties (Detai_3
Oil and Gas Properties (Details) - Schedule of oil and gas activities by classification - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 | |
Proved Developed Producing Oil and Gas Properties | |||
Cost | $ 687 | $ 167 | |
Accumulated depreciation, depletion and amortization | (37) | ||
Total | 650 | 167 | |
Undeveloped and Non-Producing Oil and Gas Properties | |||
Cost | 11,488 | 5,968 | |
Accumulated depreciation, depletion and amortization | (343) | ||
Total | 11,145 | 5,968 | |
Grand Total | 11,795 | $ 6,135 | |
Adjustments [Member] | |||
Proved Developed Producing Oil and Gas Properties | |||
Cost | 520 | ||
Accumulated depreciation, depletion and amortization | [1] | (37) | |
Total | [1] | 483 | |
Undeveloped and Non-Producing Oil and Gas Properties | |||
Cost | [1] | 5,520 | |
Accumulated depreciation, depletion and amortization | [1] | (343) | |
Total | [1] | 5,177 | |
Grand Total | [1] | $ 5,660 | |
[1] | Relates to acquisitions and impairments of reserves. |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Nov. 05, 2020 | Nov. 07, 2018 | Aug. 03, 2018 | Nov. 19, 2020 | Jul. 26, 2018 | Jul. 18, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | Nov. 27, 2020 | Aug. 03, 2020 | Mar. 27, 2020 | Oct. 31, 2019 | Jul. 31, 2019 | Jan. 16, 2019 | Dec. 28, 2018 | Nov. 05, 2018 | Jul. 20, 2018 |
Long-Term Debt (Details) [Line Items] | ||||||||||||||||||
Annual rate | 12.00% | |||||||||||||||||
Debt description | the Company received proceeds of $1,869 in new long-term debt, repaid $3,891 in existing long-term debt, converted $830 in existing long-term debt that resulted in a loss on conversion of $1,337, and had $1,850 forgiven in long-term debt and accrued interest. In addition, the Company converted $65 of accrued interest and paid $361 in accrued interest during this period. | |||||||||||||||||
Interest expense | $ 0 | $ 193 | ||||||||||||||||
Bearing interest rate | 1.00% | |||||||||||||||||
Loss on conversion of accrued interest | $ 24 | |||||||||||||||||
Convertible Note One [Member] | ||||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||||
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 | |||||||||||||||||
Debt percentage | 3.50% | |||||||||||||||||
Arrangement fee | $ 300 | |||||||||||||||||
Principal amount | 2,525 | |||||||||||||||||
Accrued interest | $ 290 | |||||||||||||||||
Common stock issuance (in Shares) | 771 | |||||||||||||||||
Common stock per share (in Dollars per share) | $ 2.95 | |||||||||||||||||
Gain on conversion amount | $ 541 | |||||||||||||||||
Bearing interest rate | 10.00% | |||||||||||||||||
Senior secured bridge loan - Banner Midstream [Member] | ||||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||||
Secured bridge loan | 2,222 | |||||||||||||||||
Bridge loan debt discount | $ 132 | |||||||||||||||||
Auto loan 7 - Capstone - Ally Bank [Member] | ||||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||||
Notes payable | $ 140 | |||||||||||||||||
Accrued interest | $ 22 | |||||||||||||||||
Note payable - Banner Midstream 1 [Member] | ||||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||||
Accrued interest | $ 39 | |||||||||||||||||
Bearing interest rate | 10.00% | |||||||||||||||||
Note payable - Banner Midstream 1 [Member] | ||||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||||
Accrued interest | $ 86 | 29 | ||||||||||||||||
Bearing interest rate | 10.00% | 10.00% | ||||||||||||||||
Loss on conversion of accrued interest | 146 | |||||||||||||||||
Note payable - Banner Midstream 1 [Member] | ||||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||||
Accrued interest | 23 | |||||||||||||||||
Note payable - Banner Midstream - Alliance Bank [Member] | ||||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||||
Accrued interest | $ 144 | |||||||||||||||||
Bearing interest rate | 4.95% | |||||||||||||||||
MCA loan - Banner Midstream 2 [Member] | ||||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||||
Accrued interest | $ 181 | |||||||||||||||||
MCA loan - Banner Midstream 2 [Member] | ||||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||||
Debt description | The Company assumed $69 of this note along with accrued interest of $21. This note along with the accrued interest was repaid in May 2020. | |||||||||||||||||
Note payable - Banner Midstream - Alliance Bank [Member] | ||||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||||
Principal amount | $ 1,239 | |||||||||||||||||
Auto loan 1 - Pinnacle Vac - Firstar Bank [Member] | ||||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||||
Notes payable | $ 56 | |||||||||||||||||
Tractor loan 6 - Capstone - Tab Bank [Member] | ||||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||||
Notes payable | $ 73 | $ 54 | $ 56 | |||||||||||||||
Accrued interest | $ 2 | |||||||||||||||||
Bearing interest rate | 356.00% | 9.00% | 6.50% | |||||||||||||||
Debt instrument, maturity date | Nov. 5, 2021 | Aug. 3, 2023 | Aug. 17, 2024 | |||||||||||||||
Auto loan 5 - Pinnacle Vac - Ally Bank [Member] | ||||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||||
Notes payable | $ 54 | |||||||||||||||||
Bearing interest rate | 7.99% | |||||||||||||||||
Auto loan 4 - Pinnacle Vac - Ally Bank [Member] | ||||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||||
Bearing interest rate | 7.99% | |||||||||||||||||
Debt instrument, maturity date | Sep. 9, 2024 | |||||||||||||||||
Tractor loan 6 - Capstone - Tab Bank [Member] | ||||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||||
Notes payable | $ 301 | |||||||||||||||||
Bearing interest rate | 6.89% | 10.25% | ||||||||||||||||
Debt instrument, maturity date | Nov. 22, 2023 | |||||||||||||||||
PPP Loan - Ecoark Holdings Inc [Member] | ||||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||||
Debt description | The remaining $29, will be due in monthly installments of $2 through maturity in May 2022. | |||||||||||||||||
Bearing interest rate | 1.00% | |||||||||||||||||
Senior secured bridge loan - Banner Midstream [Member] | ||||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||||
Accrued interest | 29 | |||||||||||||||||
Note payable - LAH 2 [Member] | ||||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||||
Accrued interest | $ 2 | |||||||||||||||||
Maximum [Member] | Auto loan 7 - Capstone - Ally Bank [Member] | ||||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||||
Bearing interest rate | 7.87% | |||||||||||||||||
Minimum [Member] | Auto loan 7 - Capstone - Ally Bank [Member] | ||||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||||
Accrued interest | $ 9 | |||||||||||||||||
Loan balance | $ 1,483 | |||||||||||||||||
Banner Midstream Acquisition [Member] | Auto loan 1 - Pinnacle Vac - Firstar Bank [Member] | ||||||||||||||||||
Long-Term Debt (Details) [Line Items] | ||||||||||||||||||
Bearing interest rate | 6.50% |
Long-Term Debt (Details) - Sche
Long-Term Debt (Details) - Schedule of long-term debt - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 | |
Debt Instrument [Line Items] | |||
Total long-term debt | $ 2,277 | $ 6,971 | |
Less: debt discount | (149) | ||
Less: current portion | (789) | (6,401) | |
Long-term debt, net of current portion | 1,488 | 421 | |
Credit facility – Trend Discovery SPV 1, LLC [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [1] | ||
Senior secured bridge loan – Banner Midstream [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [2] | 2,222 | |
Note payable - LAH 1 [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [3] | 110 | |
Note payable - LAH 2 [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [3] | 77 | |
Note payable - Banner Midstream 1 [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [4] | 303 | |
Note payable - Banner Midstream 2 [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [5] | 397 | |
Note payable – Banner Midstream 3 (g) [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [6] | 500 | |
Merchant Cash Advance (MCA) loan - Banner Midstream 1 [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [7] | 361 | |
MCA loan - Banner Midstream 2 [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [8] | 175 | |
MCA loan - Banner Midstream 3 [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [9] | 28 | |
Note payable - Banner Midstream - Alliance Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [10] | 1,090 | 1,239 |
Commercial loan - Pinnacle Frac - Firstar Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [11] | 705 | 952 |
Auto loan 1 - Pinnacle Vac - Firstar Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [12] | 31 | 40 |
Auto loan 2 - Pinnacle Frac - Firstar Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [13] | 40 | 52 |
Auto loan 3 - Pinnacle Vac - Ally Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [14] | 36 | 42 |
Auto loan 4 - Pinnacle Vac - Ally Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [15] | 38 | 47 |
Auto loan 5 - Pinnacle Vac - Ally Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [15] | 37 | 44 |
Auto loan 7 - Capstone - Ally Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [16] | 77 | 97 |
Tractor loan 6 - Capstone - Tab Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [17] | 194 | 235 |
Equipment loan - Shamrock - Workover Rig [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [18] | 50 | |
Ecoark – PPP Loan [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [19] | 29 | |
Pinnacle Frac Transport – PPP Loan [Member] | |||
Debt Instrument [Line Items] | |||
Total long-term debt | [20] | ||
[1] | 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. | ||
[2] | 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. | ||
[3] | Unsecured note payable previously issued April 2, 2018 which was assumed by Banner Midstream in the acquisition of a previous entity. The amount was past due and bears interest at 10% per annum. This amount along with accrued interest of $22 was assumed on March 27, 2020 in the acquisition of Banner Midstream. Amount was paid off in May 2020, and $24 of accrued interest remains at December 31, 2020. | ||
[4] | Junior secured note payable issued January 16, 2019 to an unrelated third party at 10% interest. This amount along with accrued interest of $39 was assumed on March 27, 2020 in the acquisition of Banner Midstream. This note along with the accrued interest was repaid in May 2020. | ||
[5] | 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. 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. | ||
[6] | Unsecured note payable issued October 2019 to an unrelated third party at 10% interest. This amount along with accrued interest of $23 was assumed on March 27, 2020 in the acquisition of Banner Midstream. The balance of this note and remaining accrued interest was converted into 86 shares of common stock in the Company’s fiscal quarter ended September 30, 2020. | ||
[7] | Merchant cash advance loan on Banner Midstream. The Company assumed $368 of this note along with accrued interest of $144. This note along with the accrued interest was repaid in May 2020. | ||
[8] | Merchant cash advance loan on Banner Midstream. The Company assumed $181 of this note along with accrued interest of $70. This note along with the accrued interest was repaid in May 2020. | ||
[9] | Merchant cash advance loan on Banner Midstream. The Company assumed $69 of this note along with accrued interest of $21. This note along with the accrued interest was repaid in May 2020. | ||
[10] | 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. This loan and discount was assumed in the Banner Midstream acquisition. | ||
[11] | Original loan date of February 28, 2018, due February 28, 2021 at the Wall Street Prime Journal Rate interest. This loan was assumed in the Banner Midstream acquisition. | ||
[12] | 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 December 31, 2020. This note was assumed in the acquisition of Banner Midstream on March 27, 2020. | ||
[13] | 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 December 31, 2020. This note was assumed in the acquisition of Banner Midstream on March 27, 2020. | ||
[14] | 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 December 31, 2020. This note was assumed in the acquisition of Banner Midstream on March 27, 2020. | ||
[15] | 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 December 31, 2020. This note was assumed in the acquisition of Banner Midstream on March 27, 2020. | ||
[16] | 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 December 31, 2020. These notes were assumed in the acquisition of Banner Midstream on March 27, 2020. | ||
[17] | 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 December 31, 2020. This note was assumed in the acquisition of Banner Midstream on March 27, 2020. | ||
[18] | Equipment loan assumed in the acquisition of Banner Midstream on March 27, 2020, and repaid with accrued interest in June 2020. | ||
[19] | PPP loan received by Ecoark Holdings Inc. in April 2020. Loan bears interest at 1% per annum and matures April 2022. On November 19, 2020, the Company received confirmation that $356 in principal and $2 in accrued interest has been forgiven, and this amount has been reflected in forgiveness of debt. The remaining $29, will be due in monthly installments of $2 through maturity in May 2022. | ||
[20] | PPP loan received by Pinnacle Frac Transport in April 2020. Loan bears interest at 1% per annum and matures April 2022. On November 27, 2020, the entire loan balance of $1,483 and accrued interest of $9 was forgiven and this amount has been reflected as forgiveness of debt. |
Long-Term Debt (Details) - Sc_2
Long-Term Debt (Details) - Schedule of maturities net of discount $ in Thousands | Dec. 31, 2020USD ($) |
Schedule of maturities net of discount [Abstract] | |
2021 | $ 789 |
2022 | 723 |
2023 | 380 |
2024 | 293 |
2025 | 92 |
Total | $ 2,277 |
Notes Payable - Related Parti_3
Notes Payable - Related Parties (Details) - USD ($) $ in Thousands | Aug. 07, 2020 | Jul. 08, 2020 | Aug. 31, 2020 | Mar. 31, 2020 | Mar. 27, 2020 | Aug. 31, 2019 | May 31, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 |
Notes Payable - Related Parties (Details) [Line Items] | ||||||||||
Advances | $ 25 | $ 50 | $ 180 | |||||||
Accrued interest | $ 30 | 30 | ||||||||
Addition assumed | $ 250 | $ 2,362 | ||||||||
Proceeds in notes payable – related parties | 604 | |||||||||
Repaid in existing notes payable – related parties | 1,429 | |||||||||
Converted in existing notes payable – related parties | 575 | |||||||||
Loss on conversion | 1,239 | |||||||||
Converted of accrued interest | 11 | 15 | ||||||||
Banner Midstream [Member] | ||||||||||
Notes Payable - Related Parties (Details) [Line Items] | ||||||||||
Advances | $ 4 | |||||||||
Addition assumed | $ 2,362 | |||||||||
Banner Midstream [Member] | Minimum [Member] | ||||||||||
Notes Payable - Related Parties (Details) [Line Items] | ||||||||||
Annual interest rate, percentage | 10.00% | 10.00% | ||||||||
Board Member [Member] | ||||||||||
Notes Payable - Related Parties (Details) [Line Items] | ||||||||||
Advances | $ 328 | |||||||||
Interest expense | 18 | 53 | ||||||||
Accrued interest | 80 | $ 80 | ||||||||
Board Member [Member] | Maximum [Member] | ||||||||||
Notes Payable - Related Parties (Details) [Line Items] | ||||||||||
Annual interest rate, percentage | 15.00% | |||||||||
William B. Hoagland [Member] | ||||||||||
Notes Payable - Related Parties (Details) [Line Items] | ||||||||||
Advances | $ 1,242 | $ 30 | ||||||||
Interest expense | $ 5 | |||||||||
Accrued interest | 241 | $ 241 | ||||||||
Notes payable repaid | 1,181 | 1,181 | ||||||||
William B. Hoagland [Member] | Maximum [Member] | ||||||||||
Notes Payable - Related Parties (Details) [Line Items] | ||||||||||
Annual interest rate, percentage | 15.00% | |||||||||
Randy May [Member] | ||||||||||
Notes Payable - Related Parties (Details) [Line Items] | ||||||||||
Advances | $ 45 | |||||||||
Banner Midstream [Member] | ||||||||||
Notes Payable - Related Parties (Details) [Line Items] | ||||||||||
Advances | $ 152 | |||||||||
Annual interest rate, percentage | 14.00% | |||||||||
Accrued interest | 15 | $ 15 | ||||||||
Notes payable repaid | $ 187 | $ 187 | ||||||||
Banner Midstream [Member] | Minimum [Member] | ||||||||||
Notes Payable - Related Parties (Details) [Line Items] | ||||||||||
Annual interest rate, percentage | 10.00% | |||||||||
Banner Midstream [Member] | Maximum [Member] | ||||||||||
Notes Payable - Related Parties (Details) [Line Items] | ||||||||||
Annual interest rate, percentage | 15.00% | |||||||||
Officer [Member] | ||||||||||
Notes Payable - Related Parties (Details) [Line Items] | ||||||||||
Advances | $ 200 |
Notes Payable - Related Parti_4
Notes Payable - Related Parties (Details) - Schedule of notes payable to related parties - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 | |
Schedule of notes payable to related parties [Abstract] | |||
Ecoark Holdings Board Member | [1] | $ 578 | $ 578 |
Ecoark Holdings Officers | [2] | 61 | 1,242 |
Banner Midstream Officers | [3] | 133 | 152 |
Ecoark Holdings – common ownership | [4] | 200 | |
Total Notes Payable – Related Parties | 772 | 2,172 | |
Less: Current Portion of Notes Payable – Related Parties | (772) | (2,172) | |
Long-term debt, net of current portion | |||
[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 upon demand. Interest expense on the note for the nine and three months ended December 31, 2020 was $53 and $18, respectively, and $80 is accrued as of December 31, 2020. 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. In addition, another board member advanced $4 in the six months ended September 30, 2020 which is non-interest bearing and due on demand, and has been repaid in the quarter ended September 30, 2020. | ||
[2] | William B. Hoagland, Chief 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 December 2020 and bear interest at 10-15% interest per annum. Accrued interest on these notes as of December 31, 2020 is $241. $1,181 of these notes were repaid through December 31, 2020. This note was repaid on January 5, 2021. | ||
[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 and an additional $180 in four separate advances in the nine months ended December 31, 2020. These amounts are due at various times through December 2020 and bear interest at 10-15% interest per annum. Accrued interest on these notes as of December 31, 2020 is $15. $187 of these notes were repaid through December 31, 2020. This note was repaid on January 5, 2021. | ||
[4] | A company controlled by an officer of the Company advanced $200 to Banner Midstream and its subsidiaries prior to the acquisition by the Company. These amounts were due April 15, 2020 and bears interest at 14% interest per annum. These notes were converted in May 2020. |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Dec. 29, 2020 | Dec. 17, 2020 | Nov. 11, 2019 | Mar. 18, 2016 | Apr. 30, 2020 | May 31, 2019 | Mar. 18, 2016 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Mar. 31, 2020 | Oct. 15, 2019 | Aug. 21, 2019 |
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Number of shares issued | 5,000 | |||||||||||||
Description of warrants | 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 $2.95, which was amended from $12.50 on July 12, 2019. The current exercise price for the Existing Securities shall be amended to reduce the exercise price to $2.55 on August 21, 2019, subject to adjustment pursuant to the provisions of the Existing Securities. | |||||||||||||
Gross proceed from private placement | $ 2,000 | |||||||||||||
Conversion of converted common stock | 752 | |||||||||||||
Stock sale and issued to investors, description | The Company is authorized to issue 30,000 shares of common stock, par value $0.001. Effective with the opening of trading on December 17, 2020, the Company implemented a one-for-five reverse split of its issued and outstanding common stock and a simultaneous proportionate reduction of its authorized common stock. All share and per share figures are reflected on a post-split basis herein. | |||||||||||||
Authorized common stock | 40,000 | 40,000 | 40,000 | |||||||||||
Reduced authorized common stock | 30,000 | 30,000 | ||||||||||||
Exchange agreement, description | In the three months ended September 30, 2020, the Company issued 1,088 shares of common stock in the exercise of warrants; 1 shares in the exercise of stock options; 31 shares of common stock for services rendered; 171 shares of common stock to acquire assets; and 192 shares of common stock in the conversion of long-term debt, notes payable – related parties and accrued interest. | In the three months ended June 30, 2020, the Company issued 308 shares of common stock in April and May 2020 to convert the remaining shares of preferred B and C shares; 1,531 shares of common stock in the exercise of warrants; 89 shares in the exercise of stock options; 93 shares of common stock in the conversion of accounts payable and accrued expenses; and 524 shares of common stock in the conversion of long-term debt, notes payable – related parties and accrued interest. | ||||||||||||
Stock conversion price description | the Company completed a registered direct offering, whereby the Company issued 889 shares of common stock and 889 accompanying warrants to purchase common stock to one institutional investor under the effective Form S-3 at $9.00 per share and accompanying warrant for a total of $8,000 in gross proceeds, before placement agent fees and other offering expenses. The warrants are exercisable for a two-year term at a strike price of $10.00 per share. The Company granted 62 warrants to the placement agent as compensation in addition to the $560 cash commission received by the placement agent. The placement agent warrants are exercisable at $11.25 per share and expire on January 2, 2023. | |||||||||||||
Common stock shares | 22,470 | 17,175 | ||||||||||||
Common stock outstanding | 22,353 | 17,058 | ||||||||||||
Treasury shares | 117 | |||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||
Agreement, description | Each Warrant has an exercise price equal to $3.65, subject to full ratchet price 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 $3.65, 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 $1.25) less the number of shares of common stock issued or issuable upon exercise of the Series C Convertible Preferred Stock based on the $3.65 conversion price. | |||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Gross proceed from private placement | $ 1,000 | |||||||||||||
Stock sale and issued to investors, description | 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 $5,000 per share (the “Private Placement”). | |||||||||||||
Ecoark Holdings Preferred Stock [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||
Investors stock and warrants, description | Each Warrant has an exercise price equal to $2.55, subject to full ratchet price 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 $2.55, 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 $1.25) less the number of shares of common stock issued or issuable upon exercise of the Series B Convertible Preferred Stock based on the $2.55 conversion price. | |||||||||||||
Transaction amount | $ 3,237 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Common stock for services | 308 | |||||||||||||
Common stock shares | 17,175 | |||||||||||||
Common stock outstanding | 17,058 | |||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Preferred Stock, No Par Value | $ 0.001 | |||||||||||||
Preferred stock amount | $ 5,000 | |||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||
Stock price per share | $ 0.001 | $ 0.001 |
Stockholders_ Equity (Deficit_3
Stockholders’ Equity (Deficit) (Details) - Schedule of share-based compensation expense - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders’ Equity (Deficit) (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share-based compensation expenses | $ 2,054 | $ 3,019 |
Common Stock [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share-based compensation expenses | 485 | 463 |
2013 Incentive Stock Plan [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share-based compensation expenses | ||
2017 Omnibus Incentive Plan [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share-based compensation expenses | 302 | 875 |
Non-Qualified Stock Options [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share-based compensation expenses | 1,267 | 1,681 |
Employees/Directors [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share-based compensation expenses | 1,825 | 2,229 |
Employees/Directors [Member] | Common Stock [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share-based compensation expenses | 479 | |
Employees/Directors [Member] | 2013 Incentive Stock Plan [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share-based compensation expenses | ||
Employees/Directors [Member] | 2017 Omnibus Incentive Plan [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share-based compensation expenses | 277 | 700 |
Employees/Directors [Member] | Non-Qualified Stock Options [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share-based compensation expenses | 1,069 | 1,529 |
Services [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share-based compensation expenses | 229 | |
Services [Member] | Common Stock [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share-based compensation expenses | 6 | |
Services [Member] | 2013 Incentive Stock Plan [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share-based compensation expenses | ||
Services [Member] | 2017 Omnibus Incentive Plan [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share-based compensation expenses | 25 | |
Services [Member] | Non-Qualified Stock Options [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share-based compensation expenses | $ 198 | |
Amortization of services cost [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share-based compensation expenses | 790 | |
Amortization of services cost [Member] | Common Stock [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share-based compensation expenses | 463 | |
Amortization of services cost [Member] | 2013 Incentive Stock Plan [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share-based compensation expenses | ||
Amortization of services cost [Member] | 2017 Omnibus Incentive Plan [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share-based compensation expenses | 175 | |
Amortization of services cost [Member] | Non-Qualified Stock Options [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share-based compensation expenses | $ 152 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Oct. 12, 2020 | Sep. 04, 2020 | Sep. 30, 2020 | Dec. 31, 2020 |
Commitments and Contingencies (Details) [Line Items] | ||||
Ownership percentage of the company | 100.00% | |||
Cost estimated (in Dollars) | $ 4,700 | |||
Working interest percentage | 100.00% | 100.00% | 61.00% | 70.00% |
Net revenue interest percentage | 75.00% | 75.00% | 52.50% | |
Participation Agreement, description | In connection with the transactions contemplated by the Participation Agreement, on October 12, 2020 White River SPV entered into an Agreement and Assignment of Oil, Gas and Mineral Lease (the “Lease Assignment”) with the Assignor. Under the Lease Assignment, the Assignor assigned to White River SPV a 100% working interest (75% net revenue interest) in a certain oil and gas lease covering in excess of 400 acres (the “Lease”), and White River SPV paid approximately $600 to the Assignor. White River SPV had previously entered into an agreement with the Assignor for the assignment to White River SPV of a 100% working interest in a certain oil and gas lease covering in excess of 1,600 acres in exchange for $1,500. | |||
Black Brush (Member) | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Working interest percentage | 70.00% | |||
Net revenue interest percentage | 52.50% |
Concentrations (Details)
Concentrations (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | |
Customer One [Member] | |||||
Concentrations (Details) [Line Items] | |||||
Concentration risk percentage | 63.00% | ||||
Customer Four [Member] | Accounts Receivable [Member] | |||||
Concentrations (Details) [Line Items] | |||||
Concentration risk, description | more than 10% | ||||
Concentration risk percentage | 58.00% | ||||
Customer Two [Member] | Accounts Receivable [Member] | |||||
Concentrations (Details) [Line Items] | |||||
Concentration risk, description | more than 10% | ||||
Concentration risk percentage | 63% | ||||
Customer One [Member] | Revenue [Member] | |||||
Concentrations (Details) [Line Items] | |||||
Concentration risk percentage | 61.00% | 64.00% | |||
Customer Three [Member] | |||||
Concentrations (Details) [Line Items] | |||||
Concentration risk percentage | 87.00% |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Sep. 04, 2020 | Aug. 14, 2020 | Jun. 11, 2020 | Mar. 27, 2020 | May 31, 2019 | Sep. 30, 2020 |
Acquisitions (Details) [Line Items] | ||||||
Description of acquired entity energy assets | 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. | |||||
Lease assignment, description | Under the Lease Assignment, the Assignor assigned a 100% working interest (75% net revenue interest) in a certain oil and gas lease covering in excess of 1,600 acres (the “Lease”), and White River paid $1,500 in cash to the Assignor. | |||||
Rabb Resources, LTD [Member] | Senior Secured Convertible Promissory Note [Member] | ||||||
Acquisitions (Details) [Line Items] | ||||||
Bridge finance | $ 225 | |||||
Trend Discovery Holdings, Inc. [Member] | ||||||
Acquisitions (Details) [Line Items] | ||||||
Shares issued for company acquisition, description | 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 1,100 shares of the Company’s common stock. No cash was paid relating to the acquisition. | |||||
Number of shares exchange acquired in assets and liabilities (in Shares) | 1,100 | |||||
Aggregate amount of asset purchase | $ 3,237 | |||||
Cash | 3 | |||||
Notes receivable and accrued interest receivable | $ 10 | |||||
Banner Midstream [Member] | ||||||
Acquisitions (Details) [Line Items] | ||||||
Number of shares exchange acquired in assets and liabilities (in Shares) | 1,789 | |||||
Debt and lease liabilities | $ 11,774 | |||||
Consideration paid shares (in Shares) | 1,789 | |||||
Consideration fair value (in Dollars per share) | $ 2.72 | |||||
Consideration paid fair value | $ 4,866 | |||||
Rabb Resources [Member] | ||||||
Acquisitions (Details) [Line Items] | ||||||
Number of shares exchange acquired in assets and liabilities (in Shares) | 103 | |||||
Aggregate amount of asset purchase | $ 3,500 | |||||
Cash | 1,500 | |||||
Notes receivable and accrued interest receivable | 304 | |||||
Common stock paid value | $ 2,000 | |||||
O'Neal Family [Member] | ||||||
Acquisitions (Details) [Line Items] | ||||||
Consideration paid shares (in Shares) | 68 | |||||
Aggregate amount of asset purchase | $ 750 | |||||
Lease assignment, description | the Company and White River Energy, LLC entered into three asset purchase agreements (the “Asset Purchase Agreements”) with privately-held limited liability companies to acquire working interests in the Harry O’Neal oil and gas mineral lease (the “O’Neal OGML”), the related well bore, crude oil inventory and equipment. Immediately prior to the acquisition, White River Energy owned an approximately 61% working interest in the O’Neal OGML oil well and a 100% working interest in any future wells. | |||||
Purchase price | $ 750 | |||||
O'Neal Family [Member] | Lease Agreement [Member] | ||||||
Acquisitions (Details) [Line Items] | ||||||
Purchase price | 126 | |||||
O'Neal Family [Member] | Lease Agreement One [Member] | ||||||
Acquisitions (Details) [Line Items] | ||||||
Purchase price | 312 | |||||
O'Neal Family [Member] | Lease Agreement Two [Member] | ||||||
Acquisitions (Details) [Line Items] | ||||||
Purchase price | $ 312 | |||||
Chief Executive Officer [Member] | Banner Midstream [Member] | ||||||
Acquisitions (Details) [Line Items] | ||||||
Number of shares exchange acquired in assets and liabilities (in Shares) | 1,789 |
Acquisitions (Details) - Schedu
Acquisitions (Details) - Schedule of fair values at effective date of acquisition the purchase price - USD ($) $ in Thousands | Mar. 27, 2020 | May 31, 2019 |
Trend Discovery Holdings Inc. [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Cash (including restricted cash) | $ 3 | |
Accounts receivables | 10 | |
Other assets | 1 | |
Goodwill | 3,223 | |
Total | $ 3,237 | |
Banner Midstream Officers [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
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 | 7,002 | |
Intercompany advance | (1,000) | |
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) - Sche_2
Acquisitions (Details) - Schedule of unaudited pro forma results of operations $ / shares in Units, $ in Thousands | 9 Months Ended |
Dec. 31, 2019USD ($)$ / shares | |
Business Combinations [Abstract] | |
Revenues | $ 7,788 |
Net loss | $ (15,540) |
Net loss per share (in Dollars per share) | $ / shares | $ (1.27) |
Acquisitions (Details) - Sche_3
Acquisitions (Details) - Schedule of assets acquired - USD ($) $ in Thousands | Sep. 30, 2020 | Aug. 14, 2020 |
Rabb Resources [Member] | ||
Acquisitions (Details) - Schedule of assets acquired [Line Items] | ||
Building | $ 236 | |
Land | 140 | |
Oil and Gas Properties | 3,224 | |
Asset retirement obligation | (100) | |
Total | $ 3,500 | |
O'Neal Family [Member] | ||
Acquisitions (Details) - Schedule of assets acquired [Line Items] | ||
Oil and Gas Properties | $ 760 | |
Asset retirement obligation | (10) | |
Total | $ 750 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 |
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis [Line Items] | ||
Warrant derivative liabilities | $ (15,901) | $ (369) |
Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis [Line Items] | ||
Warrant derivative liabilities | ||
Level 2 [Member] | ||
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis [Line Items] | ||
Warrant derivative liabilities | ||
Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis [Line Items] | ||
Warrant derivative liabilities | $ 6,343 | $ 2,775 |
Segment Information (Details)
Segment Information (Details) | 9 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
Number of segments | 3 | 2 |
Segment Information (Details) -
Segment Information (Details) - Schedule of segment information - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||
Segmented operating revenues | $ 4,465 | $ 140 | $ 10,056 | $ 219 | |
Cost of revenues | 3,218 | 67 | 6,644 | 128 | |
Gross profit | 1,247 | 73 | 3,412 | 91 | |
Total operating expenses net of depreciation, amortization, depletion and accretion | 4,974 | 2,656 | 12,600 | 7,573 | |
Depreciation, amortization, depletion and accretion | 509 | 68 | 1,133 | 216 | |
Other (income) expense | (4,768) | 2,768 | 1,343 | 3,758 | |
Income (loss) from continuing operations | 532 | (5,419) | (11,664) | (11,456) | |
Segmented assets as of December 31, 2020 | |||||
Property and equipment, net | 3,921 | 608 | 3,921 | 608 | $ 3,965 |
Oil and Gas Properties | 11,795 | 11,795 | $ 6,135 | ||
Intangible assets, net | 12,361 | 3,223 | 12,361 | 3,223 | |
Capital expenditures | 617 | 617 | |||
Commodities [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segmented operating revenues | 4,300 | 9,697 | |||
Cost of revenues | 3,218 | 6,644 | |||
Gross profit | 1,082 | 3,053 | |||
Total operating expenses net of depreciation, amortization, depletion and accretion | 3,965 | 9,916 | |||
Depreciation, amortization, depletion and accretion | 447 | 945 | |||
Other (income) expense | (3,769) | 1,501 | |||
Income (loss) from continuing operations | 439 | (9,309) | |||
Segmented assets as of December 31, 2020 | |||||
Property and equipment, net | 3,567 | 3,567 | |||
Oil and Gas Properties | 11,795 | 11,795 | |||
Intangible assets, net | 9,138 | 9,138 | |||
Capital expenditures | 617 | 617 | |||
Financial [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segmented operating revenues | 165 | 44 | 359 | 95 | |
Cost of revenues | |||||
Gross profit | 165 | 44 | 359 | 95 | |
Total operating expenses net of depreciation, amortization, depletion and accretion | 137 | 206 | 331 | 406 | |
Depreciation, amortization, depletion and accretion | |||||
Other (income) expense | (166) | (26) | |||
Income (loss) from continuing operations | 194 | (162) | 54 | (311) | |
Segmented assets as of December 31, 2020 | |||||
Property and equipment, net | |||||
Oil and Gas Properties | |||||
Intangible assets, net | 3,223 | 3,223 | 3,223 | 3,223 | |
Capital expenditures | |||||
Technology [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segmented operating revenues | 96 | 124 | |||
Cost of revenues | 67 | 128 | |||
Gross profit | 29 | (4) | |||
Total operating expenses net of depreciation, amortization, depletion and accretion | 872 | 2,450 | 2,353 | 7,167 | |
Depreciation, amortization, depletion and accretion | 62 | 68 | 188 | 216 | |
Other (income) expense | (833) | 2,768 | (132) | 3,758 | |
Income (loss) from continuing operations | (101) | (5,257) | (2,409) | (11,145) | |
Segmented assets as of December 31, 2020 | |||||
Property and equipment, net | 354 | 608 | 354 | 608 | |
Oil and Gas Properties | |||||
Intangible assets, net | |||||
Capital expenditures |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended |
Mar. 27, 2020 | Dec. 31, 2020 | |
Leases (Details) [Line Items] | ||
Right of use asset | $ 731 | $ 109 |
Right of use liability | $ 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. | |
Unamortized lease right of use asset | $ 960 | |
Lease liability | $ 996 | |
Minimum [Member] | ||
Leases (Details) [Line Items] | ||
Discount rate percentage | 2.50% | |
Maximum [Member] | ||
Leases (Details) [Line Items] | ||
Discount rate percentage | 6.80% | |
Financing leases [Member] | ||
Leases (Details) [Line Items] | ||
Unamortized lease right of use asset | $ 480 | |
Lease liability | 471 | |
Operating leases [Member] | ||
Leases (Details) [Line Items] | ||
Unamortized lease right of use asset | 480 | |
Lease liability | $ 525 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of maturity of operating lease liability - Operating leases [Member] $ in Thousands | Dec. 31, 2020USD ($) |
Leases (Details) - Schedule of maturity of operating lease liability [Line Items] | |
2021 | $ 204 |
2022 | 184 |
2023 | 139 |
2024 | |
Imputed interest | (2) |
Total lease liability | 525 |
Disclosed as: | |
Current portion | 204 |
Non-current portion | $ 321 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of maturity of financing leases liability - Financing leases [Member] $ in Thousands | Dec. 31, 2020USD ($) |
Leases (Details) - Schedule of maturity of financing leases liability [Line Items] | |
2021 | $ 145 |
2022 | 150 |
2023 | 153 |
2024 | 41 |
Imputed interest | (18) |
Total lease liability | 471 |
Disclosed as: | |
Current portion | 140 |
Non-current portion | $ 331 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of amortization of the right of use asset $ in Thousands | Dec. 31, 2020USD ($) |
Schedule of amortization of the right of use asset [Abstract] | |
2021 | $ 332 |
2022 | 313 |
2023 | 263 |
2024 | 52 |
2025 | |
Total | $ 960 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of total lease cost - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
Schedule of total lease cost [Abstract] | ||
Operating lease expense | $ 54 | $ 106 |
Finance lease expense | ||
Depreciation of capitalized finance lease assets | 34 | 103 |
Interest expense on finance lease liabilities | 3 | 11 |
Total lease cost | $ 91 | $ 220 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - Schedule of asset retirement obligations - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Mar. 31, 2020 | |
Schedule of asset retirement obligations [Abstract] | ||
Balance, beginning of period | $ 295 | |
Accretion expense | 26 | |
ARO liability acquired in Banner Midstream acquisition | 295 | |
Reclamation obligations settled | ||
Additions and changes in estimates | 110 | |
Balance, end of period | $ 431 | $ 295 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) $ in Thousands | Mar. 15, 2021 | Feb. 12, 2021 | Jan. 15, 2021 | Jan. 31, 2021 |
Subsequent Events (Details) [Line Items] | ||||
Sellers due value | $ 814 | |||
Repaid notes payable | $ 194 | |||
Authority for expenditure total | $ 4,640 | |||
Agreement to acquire interest percentage | 80.00% | |||
Interest amount | $ 1,218 | |||
Payment fund | $ 225 | |||
Final payments for lease portion | $ 353 |