Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Aug. 26, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | EVO Transportation & Energy Services, Inc. | |
Entity Central Index Key | 0000728447 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Common Stock Shares Outstanding | 15,212,815 | |
Entity File Number | 000-54218 | |
Entity Tax Identification Number | 37-1615850 | |
Entity Interactive Data Current | No | |
Entity Incorporation State Country Code | DE | |
Entity Address, Address Line One | 2075 West Pinnacle Peak Rd. | |
Entity Address, Address Line Two | Suite 130 | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85027 | |
City Area Code | 877 | |
Local Phone Number | 973-9191 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash | $ 1,967 | $ 1,630 |
Accounts receivable - trade, net | 10,398 | 6,370 |
Accounts receivable - trade, related party | 41 | |
Alternative fuels tax credit receivable | 1,476 | 268 |
Due from related party | 402 | |
Prepaids and other current assets | 5,241 | 288 |
Total current assets | 19,484 | 8,597 |
Non-current assets | ||
Property, equipment, and land, net | 42,905 | 7,604 |
Goodwill | 23,889 | 2,887 |
Intangibles, net | 6,298 | 3,037 |
Right-of-use assets, net | 15,047 | |
Deposits and other long-term assets | 2,176 | 526 |
Total non-current assets | 90,315 | 14,054 |
Total assets | 109,799 | 22,651 |
Current liabilities | ||
Accounts payable | 11,278 | 4,139 |
Accounts payable - related party | 0 | 337 |
Accrued expenses | 9,175 | 5,085 |
Accrued interest - related party | 1,404 | 923 |
Embedded derivative liability | 851 | |
Advances under factoring arrangements | 18,544 | 5,331 |
Advance from related parties | 324 | |
Current portion of long-term debt | 18,583 | 586 |
Current portion of long-term debt - related party | 10,172 | 6,262 |
Operating lease liabilities, current portion | 3,742 | |
Finance lease liabilities, current portion | 953 | |
Total current liabilities | 74,702 | 22,987 |
Non-current liabilities | ||
Long-term debt, less current portion | 15,828 | 4,096 |
Long-term debt, less current portion - related party | 8,875 | 6,005 |
Advances from suppliers | 940 | 978 |
Operating lease liabilities, less current portion | 7,310 | |
Finance lease liabilities, less current portion | 2,955 | |
Deferred tax liability | 238 | |
Total non-current liabilities | 36,146 | 11,079 |
Total liabilities | 110,848 | 34,066 |
Commitments and contingencies (Note 12) | ||
Redeemable stock | ||
Series A Redeemable Preferred stock, $0.0001 par value; 10,000,000 shares authorized, 100,000 shares issued and outstanding, includes accrued and undeclared dividends $35 (September 30, 2019) and $17 (December 31, 2018) liquidation preference $335 (September 30, 2019) and $251 (December 31, 2018) | 335 | 251 |
Redeemable common stock, at redemption value | 1,200 | |
Stockholders’ deficit | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 7,199,696 (September 30, 2019) and 2,258,530 (December 31, 2018) shares issued and outstanding | 1 | |
Common stock subscribed and not yet issued 7,090,582 (September 30, 2019) and 500,000 (December 31, 2018) | 14,993 | 415 |
Additional paid-in capital | 23,140 | 9,976 |
Accumulated deficit | (40,718) | (22,057) |
Total stockholders’ deficit | (2,584) | (11,666) |
Total liabilities, redeemable stock, and stockholders’ deficit | $ 109,799 | $ 22,651 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Series A redeemable preferred stock, par value | $ 0.0001 | $ 0.0001 |
Series A redeemable preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Series A redeemable preferred stock, shares issued | 100,000 | 100,000 |
Series A redeemable preferred stock, shares outstanding | 100,000 | 100,000 |
Accrued and undeclared dividends | $ 35 | $ 17 |
Series A redeemable preferred stock, liquidation preference | $ 335 | $ 251 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 7,199,696 | 2,258,530 |
Common stock, shares outstanding | 7,199,696 | 2,258,530 |
Common stock subscribed and not yet issued | 7,090,582 | 500,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue | ||||
Total revenue | $ 47,256 | $ 8,650 | $ 112,083 | $ 11,324 |
Operating expenses | ||||
Payroll, benefits and related | 26,362 | 2,818 | 55,632 | 3,517 |
Purchased transportation | 4,559 | 2,088 | 18,702 | 2,740 |
Fuel | 5,240 | 709 | 13,932 | 943 |
Equipment rent | 3,846 | 2,719 | 10,058 | 3,032 |
Maintenance and supplies | 3,613 | 144 | 8,312 | 165 |
General and administrative | 4,645 | 1,268 | 8,740 | 3,214 |
Operating supplies and expenses | 2,866 | 77 | 6,394 | 122 |
Depreciation and amortization | 2,036 | 100 | 4,794 | 510 |
Insurance and claims | 2,193 | 334 | 4,804 | 404 |
Total operating expenses | 55,117 | 10,598 | 131,933 | 15,484 |
Operating loss | (7,861) | (1,948) | (19,850) | (4,160) |
Other income (expense) | ||||
Interest expense | (2,172) | (783) | (4,639) | (1,553) |
Realized and unrealized gains on derivative liability, net | 17 | 11 | 29 | |
Gain on conversion of accounts payable - related party | 173 | 173 | ||
Gain on extinguishment of related party interest | 157 | |||
Gain on extinguishment of liabilities | 657 | |||
Warrant expense | (199) | (589) | ||
Other miscellaneous income | 79 | 79 | ||
Total other expense | (1,920) | (965) | (4,376) | (1,299) |
Loss before income taxes | (9,781) | (2,913) | (24,226) | (5,459) |
Benefit for income taxes | 5,565 | 5,565 | ||
Net loss | (4,216) | (2,913) | (18,661) | (5,459) |
Accrued and undeclared preferred stock dividends | 9 | 300 | 18 | 300 |
Net loss available to common stockholders | $ (4,225) | $ (3,213) | $ (18,679) | $ (5,759) |
Basic and diluted weighted average common shares outstanding | 12,732,285 | 1,409,249 | 8,578,215 | 1,100,800 |
Basic and diluted net loss per common share | $ (0.33) | $ (2.28) | $ (2.18) | $ (5.23) |
Trucking [Member] | ||||
Revenue | ||||
Total revenue | $ 47,159 | $ 8,235 | $ 111,375 | $ 10,212 |
CNG [Member] | ||||
Revenue | ||||
Total revenue | 97 | 415 | 708 | 1,112 |
Operating expenses | ||||
CNG expenses | $ (243) | $ 341 | $ 565 | $ 837 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Convertible Promissory Notes [Member] | Services [Member] | Bridge Notes-Related Party [Member] | Bridge Notes [Member] | Guarantee Debt [Member] | Secured Convertible Promissory Notes [Member] | Convertible Promissory Notes - Related Party [Member] | Previously Reported | Opening Balance Revision [Member] | Antara Financing Agreement [Member] | Former Officer [Member] | Sheehy [Member] | Ursa [Member] | Thunder Ridge [Member] | Finkle [Member] | Ritter Companies [Member] | Common Stock [Member] | Common Stock [Member]Bridge Notes-Related Party [Member] | Common Stock [Member]Bridge Notes [Member] | Common Stock [Member]Convertible Promissory Notes - Related Party [Member] | Common Stock [Member]Previously Reported | Common Stock [Member]Former Officer [Member] | Common Stock [Member]Sheehy [Member] | Common Stock [Member]Ursa [Member] | Common Stock [Member]Thunder Ridge [Member] | Common Stock [Member]Finkle [Member] | Common Stock [Member]Ritter Companies [Member] | Common Stock Subscribed [Member] | Common Stock Subscribed [Member]Antara Financing Agreement [Member] | Common Stock Subscribed [Member]Sheehy [Member] | Common Stock Subscribed [Member]Ursa [Member] | Common Stock Subscribed [Member]Thunder Ridge [Member] | Common Stock Subscribed [Member]Ritter Companies [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Convertible Promissory Notes [Member] | Additional Paid-in Capital [Member]Services [Member] | Additional Paid-in Capital [Member]Bridge Notes-Related Party [Member] | Additional Paid-in Capital [Member]Bridge Notes [Member] | Additional Paid-in Capital [Member]Guarantee Debt [Member] | Additional Paid-in Capital [Member]Secured Convertible Promissory Notes [Member] | Additional Paid-in Capital [Member]Convertible Promissory Notes - Related Party [Member] | Additional Paid-in Capital [Member]Previously Reported | Additional Paid-in Capital [Member]Antara Financing Agreement [Member] | Additional Paid-in Capital [Member]Former Officer [Member] | Additional Paid-in Capital [Member]Sheehy [Member] | Additional Paid-in Capital [Member]Ursa [Member] | Additional Paid-in Capital [Member]Thunder Ridge [Member] | Additional Paid-in Capital [Member]Finkle [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Previously Reported | Accumulated Deficit [Member]Opening Balance Revision [Member] |
Beginning balance at Dec. 31, 2017 | $ (14,163) | $ (12,775) | $ (1,388) | $ 1,300 | $ 1,300 | $ (15,463) | $ (14,075) | $ (1,388) | ||||||||||||||||||||||||||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2017 | 429,308 | 429,308 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants issued with stock | 35 | 35 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for cash | 2,500 | 2,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for cash, shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | 102 | 102 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2018 | (11,526) | 3,835 | (15,361) | |||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance, shares at Mar. 31, 2018 | 1,429,308 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2017 | (14,163) | (12,775) | (1,388) | 1,300 | 1,300 | (15,463) | (14,075) | (1,388) | ||||||||||||||||||||||||||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2017 | 429,308 | 429,308 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (5,459) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2018 | (12,369) | $ 415 | 8,149 | (20,933) | ||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance, shares at Sep. 30, 2018 | 2,258,530 | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2017 | (14,163) | $ (12,775) | $ (1,388) | 1,300 | $ 1,300 | (15,463) | $ (14,075) | $ (1,388) | ||||||||||||||||||||||||||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2017 | 429,308 | 429,308 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for cash, shares | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2018 | (11,666) | $ 415 | 9,976 | (22,057) | ||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance, shares at Dec. 31, 2018 | 2,258,530 | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2018 | (11,526) | 3,835 | (15,361) | |||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance, shares at Mar. 31, 2018 | 1,429,308 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants issued with stock | (35) | (35) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts payable converted to common stock | 36 | 36 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts payable converted to common stock, shares | 43,400 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock issued for the purchase | $ 415 | $ 415 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock issued for the purchase, shares | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for exchange of long-term debt | $ 1,425 | $ 453 | $ 1,425 | $ 453 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for exchange of long-term debt, shares | 405,676 | 142,684 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of stock-based compensation | 560 | 560 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants issued | $ 390 | $ 390 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related party accounts payable converted to common stock | 150 | 150 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related party accounts payable converted to common stock, shares | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Redeemable Preferred stock dividend | (5) | (5) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (2,648) | (2,648) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2018 | (10,785) | $ 415 | 6,814 | (18,014) | ||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance, shares at Jun. 30, 2018 | 2,071,068 | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for exchange of long-term debt | $ 156 | $ 156 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for exchange of long-term debt, shares | 187,462 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of stock-based compensation | 233 | 233 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants issued | $ 124 | $ 75 | $ 747 | $ 124 | $ 75 | $ 747 | ||||||||||||||||||||||||||||||||||||||||||||||
Series A Redeemable Preferred stock dividend | (6) | (6) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (2,913) | (2,913) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2018 | (12,369) | $ 415 | 8,149 | (20,933) | ||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance, shares at Sep. 30, 2018 | 2,258,530 | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2018 | (11,666) | $ 415 | 9,976 | (22,057) | ||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2018 | 2,258,530 | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts payable converted to common stock | 10 | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts payable converted to common stock, shares | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services - related party | 25 | 25 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services - related party, shares | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock issued for the purchase | $ 2,285 | $ 816 | $ 2,285 | $ 816 | ||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock issued for the purchase, shares | 2,240,000 | 800,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of stock-based compensation | 86 | 86 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrant-based compensation | 14 | 14 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Redeemable Preferred stock dividend | (6) | (6) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (7,435) | (7,435) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2019 | (15,871) | $ 3,516 | 10,105 | (29,492) | ||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance, shares at Mar. 31, 2019 | 2,278,530 | 3,540,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2018 | (11,666) | $ 415 | 9,976 | (22,057) | ||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2018 | 2,258,530 | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for cash, shares | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (18,661) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2019 | (2,584) | $ 1 | $ 14,993 | 23,140 | (40,718) | |||||||||||||||||||||||||||||||||||||||||||||||
Ending balance, shares at Sep. 30, 2019 | 7,199,696 | 7,090,582 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2019 | (15,871) | $ 3,516 | 10,105 | (29,492) | ||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance, shares at Mar. 31, 2019 | 2,278,530 | 3,540,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for payment of Senior Bridge notes interest | 14 | 14 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for payment of Senior Bridge notes interest, shares | 14,074 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock issued for the purchase | $ (816) | $ (415) | $ 816 | $ 415 | ||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock issued for the purchase, shares | 800,000 | 500,000 | (800,000) | (500,000) | ||||||||||||||||||||||||||||||||||||||||||||||||
Accounts payable-related party converted to common stock | $ 293 | $ 293 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts payable-related party converted to common stock, shares | 117,092 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of stock-based compensation | 86 | 86 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrant-based compensation | 13 | 13 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for cash | 11,400 | $ 11,400 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for cash, shares | 4,560,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Redeemable Preferred stock dividend | (3) | (3) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (7,010) | (7,010) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2019 | (11,078) | $ 13,685 | 11,739 | (36,502) | ||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance, shares at Jun. 30, 2019 | 3,709,696 | 6,800,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2019 | (15,871) | $ 3,516 | 10,105 | (29,492) | ||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance, shares at Mar. 31, 2019 | 2,278,530 | 3,540,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for cash, shares | 2,440,982 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2019 | (2,584) | $ 1 | $ 14,993 | 23,140 | (40,718) | |||||||||||||||||||||||||||||||||||||||||||||||
Ending balance, shares at Sep. 30, 2019 | 7,199,696 | 7,090,582 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance at Jun. 30, 2019 | (11,078) | $ 13,685 | 11,739 | (36,502) | ||||||||||||||||||||||||||||||||||||||||||||||||
Beginning balance, shares at Jun. 30, 2019 | 3,709,696 | 6,800,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accretion of Series A Redeemable Preferred stock | (66) | (66) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock issued for the purchase | $ (1,200) | $ 1 | $ (2,285) | $ 1,084 | ||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock issued for the purchase | $ 1,987 | $ 3,466 | $ 3,466 | $ 1,987 | ||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock issued for the purchase, shares | 2,240,000 | 1,250,000 | (2,240,000) | 2,440,982 | ||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants issued in connection with Antara financing arrangement, net of issuance costs | $ 7,648 | $ 7,648 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock issued in connection with Antara financing arrangement | $ 127 | $ 127 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock issued, shares | 89,600 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of stock-based compensation | 930 | 930 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Adjustment to accounts payable-related party converted to common stock | $ (173) | $ (173) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Redeemable Preferred stock dividend | (9) | (9) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (4,216) | (4,216) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2019 | $ (2,584) | $ 1 | $ 14,993 | $ 23,140 | $ (40,718) | |||||||||||||||||||||||||||||||||||||||||||||||
Ending balance, shares at Sep. 30, 2019 | 7,199,696 | 7,090,582 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | ||||||||
Net income (loss) | $ (4,216) | $ (7,435) | $ (2,913) | $ 102 | $ (18,661) | $ (5,459) | $ (1,400) | |
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
Depreciation and amortization | 2,036 | 100 | 4,794 | 510 | ||||
Non-cash lease expense | 2,145 | |||||||
Loss on sale of assets | 191 | |||||||
Amortization of debt discount and debt issuance costs | 847 | 635 | ||||||
Deferred income taxes | (5,610) | |||||||
Stock option and warrant-based compensation | 1,129 | 793 | ||||||
Non-cash interest expense | 2,219 | |||||||
Bad debt expense (recovery) | (37) | |||||||
Realized gain on derivative liability | (11) | (49) | ||||||
Gain on conversion of accounts payable to common stock | (186) | |||||||
Gain on extinguishment of convertible promissory notes | (814) | |||||||
Common stock issued for services - related party | 25 | |||||||
Common stock issued for interest | 14 | |||||||
Redeemable Series A Preferred stock issued for services | 300 | |||||||
Warrant expense | 199 | 589 | ||||||
Other | 46 | |||||||
Changes in assets and liabilities | ||||||||
Accounts receivable | 702 | (1,245) | ||||||
Accounts receivable - related party | 41 | |||||||
Alternative fuels tax credit receivable | (1,178) | 68 | ||||||
Due from related party | (145) | |||||||
Other assets | (3,258) | (244) | ||||||
Accounts payable | (1,008) | (692) | ||||||
Accounts payable - related party | (45) | (72) | ||||||
Accrued expenses | (240) | 1,211 | ||||||
Accrued interest - related party | 482 | 235 | ||||||
Operating lease liabilities | (2,399) | |||||||
Net cash used in operating activities | (20,152) | (4,225) | ||||||
Cash flows from investing activities | ||||||||
Acquisitions, net of cash acquired | (19,482) | |||||||
Purchases of equipment | (1,736) | |||||||
Proceeds from sale of assets | 192 | |||||||
Net cash used in investing activities | (21,026) | |||||||
Cash flows from financing activities | ||||||||
Proceeds from sale of common stock and warrants | 11,400 | 2,500 | ||||||
Proceeds from issuance of debt | 26,768 | 4,005 | ||||||
Payments of principal on debt | (8,336) | (135) | ||||||
Proceeds from sale-leaseback | 1,889 | |||||||
Proceeds from issuance of debt - related party | 400 | |||||||
Payments of principal on debt - related party | (362) | (1,055) | ||||||
Payments on fuel advance | (38) | (8) | ||||||
Advances from factoring arrangements | 114,101 | 480 | ||||||
Payments on factoring arrangements | (102,641) | |||||||
Debt issuance costs | (678) | (525) | ||||||
Payments on finance lease liability | (664) | |||||||
Payments on related party advances | (324) | |||||||
Net cash provided by financing activities | 41,515 | 5,262 | ||||||
Net increase in cash | 337 | 1,037 | ||||||
Cash - beginning of period | $ 1,630 | $ 84 | 1,630 | 84 | $ 84 | |||
Cash - end of period | $ 1,967 | $ 1,121 | 1,967 | 1,121 | $ 1,630 | $ 84 | ||
Supplemental disclosure of cash flow information: | ||||||||
Income tax paid | 7 | |||||||
Interest paid | 3,271 | 429 | ||||||
Supplemental schedule of non-cash investing and financing activities: | ||||||||
Fair value of common stock and redeemable common stock issued for acquisitions | 8,553 | 415 | ||||||
Debt issued to sellers for acquisitions | 6,430 | 2,500 | ||||||
Fixed assets acquired with debt issuance | 234 | |||||||
Common stock for settlement of accounts payable - related party | 120 | 150 | ||||||
Common stock for settlement of accounts payable | 10 | 36 | ||||||
Conversion of related party notes payable to common stock | 156 | |||||||
Fair value of warrants, net of issuance costs, and common stock issued in connection with Antara financing arrangement | $ 7,775 | |||||||
Debt discount related to secured convertible promissory notes | 3,294 | |||||||
Bridge Loan | ||||||||
Supplemental schedule of non-cash investing and financing activities: | ||||||||
Issuance of common stock for exchange of bridge notes and interest – related party | 1,425 | |||||||
Issuance of common stock for exchange of bridge notes and interest | $ 453 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1 – Description of Business and Summary of Significant Accounting Policies Description of Business EVO Transportation & Energy Services, Inc. is a transportation provider serving the United States Postal Service (“USPS”) and other customers. We are a surface transportation company serving the USPS with approximately 1,000 vehicles in operation as of September 30, 2019. Of these, approximately 200 vehicles operate on compressed natural gas (“CNG”) which makes us the largest user of alternative fuels amongst transportation companies serving the USPS. In certain markets, we fuel our vehicles at one of our five dedicated CNG stations which serve other customers as well. We operate from our headquarters in Phoenix, Arizona and from 15 facilities in 17 states. We have grown primarily through acquisitions, and we have completed seven acquisitions since our initial business combination in 2016. We have also grown organically by obtaining new contracts from the USPS and other customers. The Company completed the following acquisitions subsequent to November 2016: • On February 1, 2017, the Company acquired Environmental Alternative Fuels, LLC (“EAF”) and its wholly owned subsidiary, EVO CNG, LLC. EVO CNG, LLC is engaged in the business of operating compressed natural gas fueling stations. • On June 1, 2018, the Company acquired Thunder Ridge Transport, Inc. (“Thunder Ridge”). Thunder Ridge is based in Springfield, Missouri and is engaged in the business of fulfilling government contracts for freight trucking services, as well as providing freight trucking services to non-government entities. • On November 16, 2018, the Company acquired W.E. Graham, Inc., a trucking company based in Memphis, Tennessee that provides freight and shipping services on behalf of the USPS across Tennessee, Georgia, Alabama and Mississippi. • On January 2, 2019, the Company acquired Sheehy Mail Contractors, Inc. (“Sheehy”). Sheehy is based in Waterloo, Wisconsin and is engaged in the business of fulfilling government contracts for freight trucking services, as well as providing freight trucking services to non-government entities. • On February 1, 2019, the Company acquired Ursa Major Corporation (“Ursa”) and JB Lease Corporation (“JB Lease”). Ursa and JB Lease are based in Oak Creek, Wisconsin and are engaged in the business of fulfilling government contracts for freight trucking services, as well as providing freight trucking services to non-government entities. • On July 15, 2019, the Company acquired Courtlandt and Brown Enterprises L.L.C. (“Courtlandt”) and Finkle Transport Inc. (“Finkle”). Finkle and Courtlandt are based in Newark, New Jersey and are engaged in the business of fulfilling government contracts for freight trucking services, as well as providing freight trucking services to non-government entities. • On September 16, 2019, the Company, through its wholly-owned subsidiary EVO Holding Company, LLC, acquired John W. Ritter, Inc. (“JWR”), Ritter Transportation Systems, Inc. (“Ritter Transportation”), Ritter Transport, Inc. (“Ritter Transport”), and Johmar Leasing Company, LLC (“Johmar,” and together with JWR, Ritter Transportation, and Ritter Transport, the “Ritter Companies”). The Ritter Companies are based in Laurel, Maryland. The Ritter Companies are engaged in the business of fulfilling government contracts for freight trucking services, as well as providing freight trucking services to non-government entities. Going Concern As of September 30, 2019, the Company had a cash balance of $2.0 million, a working capital deficit of $55.2 million, stockholders’ deficit of $2.6 million, and material debt and lease obligations of $69.4 million, which included term loan borrowings under a financing agreement with Antara Capital. During the nine months ended September 30, 2019, the Company reported cash used in operating activities of $20.2 million and a net loss of $18.7 million. The following significant transactions and events affecting the Company’s liquidity occurred following the nine months ended September 30, 2019: • During the fourth quarter of 2019, the Company borrowed the remaining $2.1 million available under the Financing Agreement. • During the first quarter of 2020, the Company entered into Forbearance Agreements and Incremental Amendments to the Financing Agreement with Antara Capital and obtained During the fourth quarter of 2020, in connection with the Company’s borrowing under the Main Street Priority Loan Program (as subsequently discussed), the Company paid down the aggregate principal amount due to Antara, including capitalized interest, from $22.5 million at September 30, 2019 (and $31.7 million after the fourth quarter 2019 and first quarter 2020 borrowings) to $16.7 million, the forbearance period related to the remaining Antara debt was terminated and all existing defaults and events of defaults were waived, and the maturity date of the remaining outstanding term loan balance under the Antara Financing Agreement was extended from September 16, 2022 to the earlier of the date that is ninety-one days after the fifth anniversary of the closing date of the Main Street Loan or the date that is ninety-one days after the date the Main Street Loan is paid in full. • During the first quarter of 2020, the Company sold a total of 1,260,000 shares of its common stock and 1,000,000 shares of its Series B preferred stock to related parties for aggregate gross proceeds of $6.2 million pursuant to the terms of subscription agreements. • During the second quarter of 2020, the Company obtained a loan in the amount of $10.0 million under the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. The principal amount of the loan and accrued interest are eligible for forgiveness, and the Company has submitted a request for such forgiveness. • During the fourth quarter of 2020, the Company borrowed $17.0 million under the Main Street Priority Loan Program authorized by Section 13(3) of the Federal Reserve Act (the “Main Street Loan”) and used all of the net proceeds to refinance a portion of the amount outstanding under the Antara Financing Agreement and to pay related prepayment premiums. The entire outstanding principal balance of the Main Street Loan, together with all accrued and unpaid interest, is due and payable in full on December 14, 2025. • During the first quarter of 2021, the Company entered into agreements with the USPS to settle claims submitted by the Company seeking additional compensation for work performed under Dynamic Route Optimization (“DRO”) contracts since 2018. The Company received a total of $28.4 million related to this historical work performed and also renegotiated the contractual rates per mile for some of its DRO contracts on a prospective basis. • During the first quarter of 2021, the Company entered into an agreement with its factoring lender (“Triumph”) related to the application of $17.5 million of proceeds received from the USPS arising out of prior underpayments on certain DRO contracts. Pursuant to the agreement, the parties agreed that Triumph would remit $11.0 million of net proceeds to the Company and that Triumph would retain approximately $6.9 million of net proceeds and apply that amount to reduce the outstanding principal amount of the Company’s factoring advances. The parties further agreed that the Company will repay the remaining balance of approximately $6.9 million due under the factoring arrangement in 48 equal monthly installments beginning January 1, 2022, and that Triumph will apply funds held in reserve against the approximately $0.8 million remaining balance for advances that Triumph made to the Company in September 2020. The parties also agreed to work together to wind down their factoring relationship, including waiver of any applicable termination fees. • During the first and second quarters of 2021, the Company entered into agreements with certain noteholders to purchase promissory notes previously issued by the Company in the principal amount of $0.6 million by paying $0.1 million in cash and issuing warrants to purchase an aggregate of up to 231,453 shares of the Company’s common stock at a price of $0.01 per share. While these transactions and events resulted in an overall increase in the Company’s cash balance as of March 31, 2021, an overall reduction in the Company’s working capital deficit as of March 31, 2021, and an overall extension of the maturity dates for the Company’s debt obligations, the Company continues to have a working capital deficit and stockholders’ deficit as of March 31, 2021 and continues to incur net losses for 2021. As a result of these circumstances, the Company believes its existing cash, together with any positive cash flows from operations, may not be sufficient to support working capital and capital expenditure requirements for the next 12 months, and the Company may be required to seek additional financing from outside sources. In evaluating the Company’s ability to continue as a going concern and its potential need to seek additional financing from outside sources, management also considered the following conditions: • The counterparty to the Company’s accounts receivable factoring arrangement is not obligated to purchase the Company’s accounts receivable or make advances to the Company under such arrangement; • The Company is currently in default on certain of its debt obligations; and • There can be no assurance that the Company will be able to obtain additional financing in the future via the incurrence of additional indebtedness or via the sale of the Company’s common stock or preferred stock. As a result of the circumstances described above, the Company may not have sufficient liquidity to make the required payments on its debt, factoring or leasing obligations; to satisfy future operating expenses; to make capital expenditures; or to provide for other cash needs. Management’s plans to mitigate the Company’s current conditions include: • Negotiating with related parties and 3 rd • Potential future public or private debt or equity offerings; • Acquiring new profitable contracts and negotiating revised pricing for existing contracts; • Profitably expanding trucking revenue; • Cost reduction efforts, including eliminating redundant costs across the companies acquired during 2019 and 2018; • Improvements to operations to gain driver efficiencies; • Purchases of trucks and trailers to reduce purchased transportation; and • Replacement of older trucks with newer trucks to lower the overall cost of ownership and improve cash flow through reduced maintenance and fuel costs. Notwithstanding management’s plans, there can be no assurance that the Company will be successful in its efforts to address its current liquidity and capital resource constraints. These conditions raise substantial doubt about the Company's ability to continue as a going concern for the next twelve months from the issuance of these condensed consolidated financial statements within the Company’s Form 10-Q. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result if the Company is unable to continue as a going concern. Refer to Notes 1, 6, 7 and 11 to the condensed consolidated financial statements for further information regarding the Company’s debt, factoring, and lease obligations, including the future maturities of such obligations. Refer to Note 14 to the condensed consolidated financial statements for further information regarding changes in the Company’s debt obligations and liquidity subsequent to September 30, 2019. Seasonality Results of operations generally follow seasonal patterns in the transportation industry. Freight volumes in the first quarter are typically lower due to less consumer demand, consumers reducing shipments following the holiday season, and inclement weather. At the same time, operating costs generally increase, and tractor productivity decreases during the winter months due to decreased fuel efficiency, increased cold weather-related equipment maintenance and repairs, and increased insurance claims and costs due to higher accident frequency from harsh weather. Combined, these factors typically result in lower operating profitability as compared to other periods. Further, beginning in the latter half of the third quarter and continuing into the fourth quarter, the Company typically experiences surges pertaining to online holiday shopping, the length of the holiday season (shopping days between Thanksgiving and Christmas), and holiday surge pricing on USPS contracts. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and therefore should be read in conjunction with the Company’s December 31, 2018 Annual Report on Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting of normal recurring adjustments, have been included. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The balance sheet at December 31, 2018 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures required by accounting principles generally accepted in the United States of America. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The condensed consolidated financial statements include some amounts that are based on management’s best estimates and judgments. The most significant estimates relate to goodwill and long-lived asset valuations, purchase price allocations related to the Company’s business combinations, valuation allowance on deferred income tax assets, and the valuation of our common stock, warrants and stock-based awards. Net Loss per Share of Common Stock Basic net loss per share of common stock attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted-average shares of common stock outstanding for the period. Potentially dilutive shares, which are based on the weighted-average shares of common stock underlying outstanding stock-based awards, warrants and convertible senior notes using the treasury stock method or the if-converted method, as applicable, are included when calculating diluted net loss per share of common stock attributable to common stockholders when their effect is dilutive. The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of common stock attributable to common stockholders, because their effect was anti-dilutive: Three and Nine Months Ended September 30, 2019 Three and Nine Months Ended September 30, 2018 Stock options 6,319,250 4,300,000 Warrants 15,081,255 4,296,255 Common stock to be issued upon conversion of Secured convertible promissory notes 1,673,516 1,602,000 Common stock to be issued upon conversion of Redeemable Series A Preferred stock 134,097 100,000 Common stock to be issued upon conversion of Subordinated convertible senior notes payable to stockholders — 31,984 Contingent common stock to be issued upon conversion of related-party accounts payable — 89,092 Common stock to be issued upon conversion of Convertible promissory notes - related parties 7,280,000 7,000,000 Total 30,488,118 17,419,331 Recently Issued Accounting Pronouncements Accounting Pronouncements Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02 – Leases (ASC Topic 842) Leases Adoption Method and Approach – The Company adopted ASU 2016-02 , on January 1, 2019 by applying the ASC Topic 840 Comparative Approach, resulting in the recognition of right-of-use assets and lease liabilities related to its operating and financing leases. Comparative information related to periods prior to January 1, 2019 continues to be reported under the legacy guidance in ASC Topic 840. Practical Expedients – As permitted under ASU 2016-02 (and related ASUs), management elected to apply the package of practical expedients: • Lease Identification – An entity need not reassess whether any expired or existing contracts are or contain leases • Lease Classification – An entity need not reassess the lease classification for any expired or existing leases (for example, all existing leases that were classified as operating leases in accordance with ASC Topic 840 are now classified as operating leases, and all existing leases that were classified as capital leases in accordance with ASC Topic 840 are now classified as finance leases). • Initial Direct Costs – An entity need not reassess initial direct costs for any existing leases. From a lessee perspective, the Company elected the practical expedient related to treating lease and non-lease components as a single lease component for all leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the Right-of-Use (“ROU”) assets and lease liabilities. Adoption Date Impact – The required disclosures regarding the adoption date impact of ASC Topic 842 on the condensed consolidated balance sheet are presented below ( ). December 31, 2018 Opening Balance Adjustments January 1. 2019 Assets Operating lease right-of-use assets $ — $ 4,381 $ 4,381 Favorable lease, net $ 142 $ (142 ) $ — Liabilities Operating lease liabilities $ — $ 4,239 $ 4,239 The Company’s adoption of ASU No. 2016-02 did not have a material impact to the Company’s condensed consolidated statements of operations or its condensed consolidated statements of cash flows, and the Company determined there was no cumulative-effect adjustment to beginning accumulated deficit on the condensed consolidated balance sheet. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting - Equity-Based Payments to Non-Employees The adoption of this standard did not have a material impact to the Company’s condensed consolidated financial statements. Accounting Pronouncements to be Adopted In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) (“ASU 2017-04”), Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement Fair Value Measurement In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Revision of Previously Issued Financial Statements During the preparation of the condensed consolidated financial statements for the period ended September 30, 2019, the Company identified an error related to an unrecorded liability within the previously issued financial statements for the year ended December 31, 2017. The previously disclosed amount for net loss for the year ended December 31, 2017 was understated by $1.4 million. Additionally, the previously disclosed amounts for current liabilities and accumulated deficit were understated by $1.4 million as of December 31, 2017 and at each of the subsequent annual and quarterly balance sheet dates through June 30, 2019. The error had no impact on earnings or earnings per share for the interim or annual periods of 2018 and subsequent years. The Company assessed the materiality of the error, both quantitatively and qualitatively, and concluded that the error was not material to any of its previously reported financial statements for annual or interim periods based upon qualitative aspects of the error. However, as the error was large quantitatively, the Company determined that the correction of this error would have a material effect on the financial results for the three and nine months ended September 30, 2019. Accordingly, previously issued financial statements have been revised to correct the error. The revision applies to the previously reported amount for accumulated deficit in the consolidated statement of stockholders’ deficit as of January 1, 2018 and the previously reported amounts for current liabilities and accumulated deficit in the consolidated balance sheets as of March 31, 2018, June 30, 2018, September 30, 2018, December 31, 2018, March 31, 2019, and June 30, 2019. The effect of this revision on the Company’s consolidated balance sheet information is as follows: As of January 1, 2018 (in thousands) Previously Reported Adjustment As Revised Accumulated deficit $ (14,075 ) $ (1,388 ) $ (15,463 ) As of March 31, 2018 (in thousands) Previously Reported Adjustment As Revised Current liabilities $ 5,969 $ 1,388 $ 7,357 Accumulated deficit (13,973 ) (1,388 ) (15,361 ) As of June 30, 2018 (in thousands) Previously Reported Adjustment As Revised Current liabilities $ 11,434 $ 1,388 $ 12,822 Accumulated deficit (16,626 ) (1,388 ) (18,014 ) As of September 30, 2018 (in thousands) Previously Reported Adjustment As Revised Current liabilities $ 12,534 $ 1,388 $ 13,922 Accumulated deficit (19,845 ) (1,388 ) (21,233 ) As of December 31, 2018 (in thousands) Previously Reported Adjustment As Revised Current liabilities $ 21,599 $ 1,388 $ 22,987 Accumulated deficit (20,669 ) (1,388 ) (22,057 ) As of March 31, 2019 (in thousands) Previously Reported Adjustment As Revised Current liabilities $ 50,370 $ 1,388 $ 51,758 Accumulated deficit (28,110 ) (1,388 ) (29,498 ) As of June 30, 2019 (in thousands) Previously Reported Adjustment As Revised Current liabilities $ 51,427 $ 1,388 $ 52,815 Accumulated deficit (35,123 ) (1,388 ) (36,511 ) Reclassifications Certain amounts in the 2018 condensed consolidated financial statements have been reclassified to conform to the 2019 presentation. The reclassifications had no effect on previously reported results of operations or retained deficit. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Note 2 - Acquisitions The acquisitions described below were each accounted for as business combinations which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date in the Company’s condensed consolidated balance sheets. The primary intangible assets recognized are customer relationships and trade names, which were valued using the excess earnings method and relief from royalty method, respectively. T he more significant assumptions inherent in the valuations include estimated revenue growth rates, operating margins, customer attrition rates, royalty rates, and the appropriate risk-adjusted discount rates used to discount the projected cash flows. We valued property and equipment using a combination of the income approach, the market approach, and the cost approach, which is based on the current replacement and/or reproduction cost of the asset as new, less depreciation attributable to physical, functional, and economic factors. Sheehy On January 4, 2019, but effective January 2, 2019, the Company acquired Sheehy. The Company acquired all of the outstanding equity interests from the Sheehy stockholders in exchange for 2,240,000 shares of the Company’s common stock. Under the Sheehy acquisition agreement, at any time from April 1, 2020, until October 31, 2020, the Sheehy stockholders may request the Company to net settle in cash any number of the 2,240,000 common shares from the acquisition with a fair market value of up to $1.2 million as of the date of the redemption request. On April 7, 2020, the Sheehy stockholders notified the Company of their intent to exercise the redemption right, requesting $1.2 million in exchange for an unspecified number of shares of common stock determined by the establishment of a fair market value as set forth in the agreement. The Company has asserted it does not have the obligation to do so under the terms of the agreements relating to the redemption right. On January 2, 2019, Sheehy Enterprises, Inc. (“SEI”), a related party, and Sheehy entered into an equipment lease agreement (the “Equipment Lease”), whereby SEI agreed to lease to Sheehy certain truck and trailer equipment owned by SEI. The Company agreed to pay SEI an amount equal to $92,000 per month for approximately 44 months, in addition to a promissory note (the “Sheehy Note”) in the principal amount of $0.4 million to SEI. The Sheehy Note bears interest at the rate of 5.65% per annum and had an initial maturity date of March 3, 2019. The Sheehy Note provides for up to four automatic extensions of the maturity date of 30 days each, provided that the Sheehy Note is not in default as of the date of each extension. If the principal and accrued interest on the Sheehy Note are not repaid by the end of the final maturity date extension term, then the principal and accrued interest amount of the Sheehy Note increases to $0.45 million and the balance of the Sheehy Note automatically converts into shares of the Company’s common stock at a rate of $2.50 per share. As of the final maturity extension date, the principal amount of $0.4 million was outstanding. In accordance with the terms of the Sheehy Note, the principal amount increased to $0.45 million. There also were intercompany receivables and payables due by and between EVO and certain entities owned by SEI shareholders (see Note 5 – Related Party Transactions – Due from Related Party The following table summarizes the fair value allocation of the assets acquired and liabilities assumed at the acquisition date and the consideration paid for the acquisition. ($ in thousands) Assets acquired Accounts receivable - trade $ 376 Alternative fuels tax credit receivable 30 Due from related party 252 Prepaid expenses and other current assets 302 Property and equipment 3,091 Goodwill 4,051 Trade names 320 Customer relationships 650 Non-competition agreements 90 Right-of-use assets 5,878 Other long-term assets 3 Total assets acquired 15,043 Liabilities assumed Accounts payable (2,908 ) Accrued expenses (1,183 ) Debt (2,639 ) Operating lease liabilities (4,476 ) Finance lease liabilities (1,552 ) Total liabilities assumed (12,758 ) Net assets acquired $ 2,285 Consideration paid Fair value of 2,240,000 shares of common stock issuable $ 2,285 Total $ 2,285 Goodwill of $4.1 million arising from the acquisition includes the expected synergies between Sheehy and the Company, the value of the employee workforce, and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill, which is deductible for income tax purposes, was assigned to the Company’s Trucking reporting unit. Ursa and JB Lease On February 1, 2019, the Company purchased all of the outstanding interests in Ursa for 800,000 shares of the Company’s common stock. In connection with the Ursa acquisition the Company acquired JB Lease, an affiliate of Ursa. As consideration for JB Lease, $2.5 million in cash was paid to the Ursa stockholders, approximately $11.2 million in existing JB Lease indebtedness was assumed, and a promissory note in the principal amount of approximately $6.4 million was issued to the Ursa stockholders (the “JB Lease Note”) with a maturity date of August 2020. The JB Lease Note is interest-free until June 1, 2019, and is secured by 100% of the equity in Ursa and JB Lease. Beginning June 1, 2019, the JB Lease Note provides for monthly principal and interest payments of $50,000 and bears interest at a rate of 9% per annum, which interest is payable monthly in advance beginning June 1, 2019. On August 30, 2019, the maturity date of the JB Lease Note was extended to November 2022. The following table summarizes the fair value allocation of the assets acquired and liabilities assumed at the acquisition date and the consideration paid for the acquisition. ($ in thousands) Assets acquired Cash $ 3,743 Account receivable - trade 579 Prepaids and other current assets 1,646 Property and equipment 15,509 Goodwill 6,881 Trade names 1,300 Customer relationships 200 Non-competition agreements 80 Right-of-use assets 2,180 Other long-term assets 32 Total assets acquired 32,150 Liabilities assumed Accounts payable (5,641 ) Accrued expenses (1,493 ) Operating lease liabilities (2,180 ) Long-term debt (11,199 ) Deferred tax liabilities (1,891 ) Total liabilities assumed (22,404 ) Net assets acquired $ 9,746 Consideration paid Fair value of 800,000 shares of common stock issuable $ 816 Cash 2,500 Promissory note 6,430 Total $ 9,746 Goodwill of $6.9 million arising from the acquisition includes the expected synergies between Ursa, JB Lease and the Company, the value of the employee workforce, and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill, which is not deductible for income tax purposes, was assigned to the Company’s Trucking reporting unit. Finkle and Courtlandt On July 19, 2019, but effective July 15, 2019, the Company acquired all of the outstanding equity interests in Finkle and Courtlandt in exchange for the following purchase consideration: (i) 1,250,000 shares of the Company’s common stock; (ii) $1.25 million in cash paid at closing; and (iii) an earnout of up to approximately 1,000,000 additional shares of the Company’s common stock, subject to the attainment of a specified performance target in the 12 months after the acquisition date. T he Company recorded an estimated contingent liability related to the earnout of $0 Fair Value Measurements . The following table summarizes the fair value allocation of the assets acquired and liabilities assumed at the acquisition date and the consideration paid for the acquisition. ($ in thousands) Assets acquired Cash $ 2 Prepaid expenses and other current assets 113 Property and equipment 6,778 Goodwill 2,384 Trade names 60 Customer relationships 700 Non-competition agreements 5 Right-of-use assets 2,172 Total assets acquired 12,214 Liabilities assumed Accrued expenses (199 ) Debt (5,049 ) Operating lease liabilities (2,105 ) Finance lease liabilities (113 ) Deferred tax liability (1,511 ) Total liabilities assumed (8,977 ) Net assets acquired $ 3,237 Consideration paid Fair value of 1,250,000 shares of common stock $ 1,987 Cash 1,250 Fair value of contingent consideration — Total $ 3,237 Goodwill of $ 2.4 Ritter Companies On September 16, 2019, the Company acquired all of the outstanding equity interests in the Ritter Companies in exchange for the issuance of 2,440,982 shares of the Company’s common stock and approximately $20.6 million paid in cash at closing. The Company financed the acquisition via the September 2019 Financing Agreement, see Note 7, Debt The following table summarizes the fair value allocation of the assets acquired and liabilities assumed at the acquisition date and the consideration paid for the acquisition. ($ in thousands) Assets acquired Cash $ 1,134 Accounts receivable - trade 3,774 Prepaid expenses and other current assets 830 Property and equipment 13,650 Goodwill 8,704 Trade names 190 Customer relationships 310 Non-competition agreements 110 Right-of-use assets 1,515 Other long-term assets 426 Total assets acquired 30,643 Liabilities assumed Accounts payable and accrued expenses (2,105 ) Debt (499 ) Operating lease liabilities (1,515 ) Deferred tax liabilities (2,447 ) Total liabilities assumed (6,566 ) Net assets acquired $ 24,077 Consideration paid Cash $ 20,611 Fair value of 2,440,982 shares of common stock 3,466 Total $ 24,077 Goodwill of $8.7 million arising from the acquisition includes the expected synergies between the Ritter Companies and the Company, the value of the employee workforce, and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill, which is not deductible for income tax purposes, was assigned to the Company’s Trucking reporting unit. Thunder Ridge On June 1, 2018, pursuant to the Thunder Ridge Purchase Agreement, the Company acquired all of the issued and outstanding shares of Thunder Ridge for total consideration of $2.9 million as outlined below. As partial consideration for the Thunder Ridge shares, the Company issued a promissory note dated June 1, 2018, in the principal amount of $2.5 million (the “TR Note”). The TR Note bears interest at 6% per year with a default interest rate of 9% per year and had an original maturity date of the earlier of (a) the date the Company raises $40 million in public or private offerings of debt or equity; (b) December 31, 2018, or (c) termination of Billy (Trey) Peck’s (“Peck”) employment with the Company by the Company without cause or by Peck for good reason. The TR Note is secured by all of the assets of Thunder Ridge pursuant to a security agreement dated June 1, 2018, between the Company, Thunder Ridge, and Peck and is also secured by the Thunder Ridge Shares (“TR Shares”). The Company and Peck have entered into subsequent amendments to the Purchase Agreement that extended the maturity date of the TR Note until November 2022. Effective with the most recent extension in August 2019 Company paid Peck approximately $0.15 million in principal and increased the monthly principal payments to $20,000. All accrued and unpaid interest will be due and payable on the maturity date. If the Company fails to repay the amounts outstanding under the TR Note on or before November 30, 2022, then at the option of Peck, the Company shall immediately surrender all right, title and interest in all of the outstanding shares of stock in Thunder Ridge to Peck. As additional consideration for the TR Shares and pursuant to a subscription agreement with Peck, on June 1, 2018, the Company agreed to issue to Peck (a) 500,000 shares of common stock, par value $0.0001 per share (“Common Stock”) (issued during May 2019) valued at $0.4 million. Further, Peck received warrants for employment to be issued upon the first anniversary: (i) a warrant to purchase 333,333 shares of common stock at an exercise price of $3.00 per share (the “$3.00 Warrant”), (ii) on the second anniversary a warrant to purchase 333,333 shares of common stock at an exercise price of $5.00 per share (the “$5.00 Warrant”), and (iii) on the third anniversary a warrant to purchase 333,333 shares of common stock at an exercise price of $7.00 per share (the “$7.00 Warrant,” and together with the $3.00 Warrant and $5.00 Warrant, the (“Warrants”). The Company estimates the fair value of the warrants to be approximately $0.15 million. The Warrants are exercisable five years from the issuance date. The following table summarizes the fair value allocation of the consideration transferred to the assets acquired and liabilities assumed at the acquisition date. ($ in thousands) Assets acquired Accounts receivable - trade $ 2,062 Prepaids and other current assets 160 Trade names 460 Non-competition agreement 40 Customer relationships 2,330 Goodwill 2,887 Deposits 205 Property and equipment 208 Total assets acquired 8,352 Liabilities assumed Accounts payable (1,027 ) Accrued expenses (1,573 ) Factored receivable advance (1,231 ) Lines-of-credit (422 ) Long-term debt (187 ) Fuel discount advance (997 ) Total liabilities assumed (5,437 ) Net assets acquired $ 2,915 Consideration paid Fair value of 500,000 shares of common stock $ 415 Promissory note 2,500 Total $ 2,915 Goodwill of $2.9 million arising from the acquisition includes the expected synergies between Thunder Ridge and the Company, the value of the employee workforce, and intangible assets that do not qualify for separate recognition at the time of acquisition. The goodwill, which is not deductible for income tax purposes, was assigned to the Company’s Trucking reporting unit. W.E. Graham The Company purchased 100% of the outstanding member interests of Graham, on November 18, 2018, for a $0.2 million cash payment and a $0.3 million note payable. Pro Forma Information The following unaudited pro forma information combines the historical operations of the Company and the acquired companies giving effect to the business combinations as if they had been consummated on January 1, 2018, the beginning of the comparative periods presented. ($ in thousands, except per share data) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2018 2019 2018 Revenue $ 51,929 $ 43,751 $ 146,842 $ 129,440 Net loss $ (3,329 ) $ (4,680 ) $ (23,718 ) $ (9,429 ) Net loss available to common stockholders $ (3,338 ) $ (4,980 ) $ (23,736 ) $ (9,729 ) Basic and diluted weighted-average common stock outstanding 15,005,617 8,140,231 11,901,637 8,110,170 Basic and diluted loss per common stock, as reported $ (0.22 ) $ (0.61 ) $ (1.99 ) $ (1.20 ) The unaudited pro forma condensed combined financial information has been presented for comparative purposes only and includes certain adjustments such as depreciation and amortization expense related to the recognition of assets acquired at estimated fair values, interest expense relating to the September 2019 Financing Agreement, the issuance of common shares as purchase consideration, and the related income tax effects. The unaudited pro forma condensed combined financial information does not purport to represent the actual results of operations that the Company would have achieved had the companies been combined during the periods presented in the unaudited pro forma condensed combined financial statements and is not intended to project the future results of operations that the combined companies may achieve after the identified transactions. The unaudited pro forma condensed combined financial information does not reflect any cost savings that may be realized as a result of the acquisitions and also does not reflect any restructuring or integration-related costs to achieve those potential cost savings. |
Balance Sheet Disclosures
Balance Sheet Disclosures | 9 Months Ended |
Sep. 30, 2019 | |
Balance Sheet Disclosures [Abstract] | |
Balance Sheet Disclosures | Note 3 - Balance Sheet Disclosures Property and equipment are summarized as follows: ($ in thousands) September 30, 2019 December 31, 2018 Tractors, trailers, and other vehicles $ 35,629 $ 378 Equipment 6,302 3,330 Buildings 3,849 3,849 Land 976 976 Leasehold improvements 314 — Office and computer equipment 23 38 47,093 8,571 Less accumulated depreciation (4,188 ) (967 ) $ 42,905 $ 7,604 Depreciation expense for the nine months ended September 30, 2019 and 2018, was $3.4 million and $0.4 million, respectively. Depreciation expense for the three months ended September 30, 2019 and 2018, was $1.4 million and $0.1 million, respectively. Goodwill consists of the following: ($ in thousands) September 30, 2019 December 31, 2018 Beginning balance $ 2,887 $ — Acquisitions 22,020 2,887 Reduction of goodwill (1,018 ) — $ 23,889 $ 2,887 All of the Company’s goodwill is included in its Trucking segment. Intangible assets consist of the following: September 30, 2019 December 31, 2018 ($ in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 4,604 $ (736 ) $ 3,868 $ 2,744 $ (312 ) $ 2,432 Trade names 2,416 (274 ) 2,142 546 (117 ) 429 Favorable leases — — — 307 (165 ) 142 Non-competition agreements 325 (37 ) 288 40 (6 ) 34 $ 7,345 $ (1,047 ) $ 6,298 $ 3,637 $ (600 ) $ 3,037 Amortization expense for the nine months ended September 30, 2019 and 2018, was $0.6 million and $0.1 million, respectively. Amortization expense for the three months ended September 30, 2019 and 2018, was $0.2 million and $0.0 million, respectively. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 4 - Segment Reporting The Company’s two reportable segments are Trucking and CNG Fueling Stations. Trucking. The Company’s Trucking segment provides surface transportation services to the USPS and other customers. CNG Fueling Stations. The Company operates five CNG fueling stations which serves the Company’s fleet and other customers. These stations are located in Jurupa Valley, CA; Fort Worth, TX; Oak Creek, WI; Tolleson, AZ; and San Antonio, TX and accommodate class 8 trucks and trailers. The following tables present the Company’s financial information by segment. Management does not use assets by segment to evaluate performance or allocate resources. Therefore, we do not disclose assets by segment. For the Nine Months Ended September 30, 2019 ($ in thousands) Trucking CNG Fueling Stations Corporate and Unallocated Total Revenue $ 111,375 $ 708 $ — $ 112,083 Operating expenses excluding depreciation and amortization $ (120,799 ) $ (746 ) $ (5,594 ) $ (127,139 ) Depreciation and amortization $ (4,260 ) $ (377 ) $ (157 ) $ (4,794 ) Net loss $ (16,183 ) $ (453 ) $ (2,025 ) $ (18,661 ) For the Three Months Ended September 30, 2019 ($ in thousands) Trucking CNG Fueling Stations Corporate and Unallocated Total Revenue $ 47,159 $ 97 $ — $ 47,256 Operating expenses excluding depreciation and amortization $ (50,449 ) $ 205 $ (2,837 ) $ (53,081 ) Depreciation and amortization $ (1,785 ) $ (113 ) $ (138 ) $ (2,036 ) Net loss $ (6,293 ) $ 181 $ 1,896 $ (4,216 ) For the Nine Months Ended September 30, 2018 ($ in thousands) Trucking CNG Fueling Stations Corporate and Unallocated Total Revenue $ 10,212 $ 1,112 $ — $ 11,324 Operating expenses excluding depreciation and amortization $ (11,111 ) $ (2,147 ) $ (1,716 ) $ (14,974 ) Depreciation and amortization $ (97 ) $ (413 ) $ — $ (510 ) Net loss $ (1,151 ) $ (1,846 ) $ (2,462 ) $ (5,459 ) For the Three Months Ended September 30, 2018 ($ in thousands) Trucking CNG Fueling Stations Corporate and Unallocated Total Revenue $ 8,235 $ 415 $ — $ 8,650 Operating expenses excluding depreciation and amortization $ (9,007 ) $ (1,560 ) $ 69 $ (10,498 ) Depreciation and amortization $ (14 ) $ (86 ) $ — $ (100 ) Net loss $ (907 ) $ (1,628 ) $ (378 ) $ (2,913 ) For the nine months ended September 30, 2019 and 2018, the revenue from one customer accounted for approximately 89% and 98%, respectively, of total consolidated revenue. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Accounts Payable – Related Party The Company’s accounts payable - related party consist of guaranteed payments and expense reimbursements to stockholders. Accounts payable – related party was $0 million and $0.3 million as of September 30, 2019 and December 31, 2018, respectively. On April 1, 2019, the Company issued 117,092 shares of common stock with an approximate fair value of $0.1 million pursuant to the Separation Agreement with a former officer to settle $38,000 of advances and approximately $0.3 million of accounts payable – related party. The Company recorded a gain of $0.2 million associated with the issuance of this common stock, which is included in gain on conversion of accounts payable – related party in the accompanying condensed consolidated statement of operations. On February 15, 2019, the Company entered into an agreement to lease software technology for operations from a company owned by one of the Company’s officers. Under the agreement, the Company pays a monthly fee for this technology based on the number of devices installed across the Company’s fleet. During the three months and nine months ended September 30, 2019, the Company recognized expense of approximately $0.1 million and $0.3 million related to this software technology, respectively, and the amount included in accounts payable as of September 30, 2019 was $0.1 million. Due from Related Party Certain related party receivable and payable balances were acquired as part of the Sheehy acquisition (see Note 2 – Acquisitions – Sheehy ($ in thousands) September 30, 2019 January 2, 2019 (Acquisition date) Due to Sheehy Enterprises, Inc. $ (375 ) $ (440 ) Due from North American Dispatch Systems 777 777 Officer — (85 ) $ 402 $ 252 On November 7, 2019, and pursuant to the Intercompany Agreement, the Company assigned $0.4 million of the NADS receivable balance to SEI as full payment of the SEI payable. The remaining NADS receivable of $0.4 million was assigned to SEI as a partial payment of the Sheehy Note (See Note 2 – Acquisitions – Sheehy Advances - Related Party As of September 30, 2019, and December 31, 2018, advances from EAF members were $0 and $0.3 million, respectively. Accrued Interest - Related Party The Company’s accrued interest - related party consists of the accrued interest payments on stockholders’ and related party debt. Accrued interest - related party was $1.4 million and $0.9 million as of September 30, 2019, and December 31, 2018, respectively. Off Balance Sheet Arrangements - Collateral Security Pledge Agreement On January 31, 2019, the Company entered into a letter agreement with SEI to satisfy the Sheehy captive insurance security deposit requirement for 2019 (see Note 12, Commitments and Contingencies – Captive Insurance ). The letter agreement references a Collateral Security Pledge Agreement among SEI, Sheehy and the insurance captive (“CSPA”). Under the CSPA, SEI has pledged a total of $0.3 million in cash and investments held in the SEI captive insurance member account. The pledged collateral remains the exclusive property of SEI and any interest earned on the pledged collateral during the term of the agreement will accrue exclusively to the benefit of SEI. The Company has no claim to the pledged collateral or any accrued interest. The letter agreement expired on March 1, 2020, however, the CSPA requires the consent of the Company in order for it to be terminated and the Company is in negotiation with SEI to extend the agreement. For information regarding additional related-party transactions, see Note 2, Acquisitions Debt Redeemable Stock and Stockholders’ Deficit Accounts Receivable – Related Party During the year ended December 31, 2018, the Company sold CNG to an officer’s company and recognized revenue of $0.1 million. As of September 30, 2019 and December 31, 2018, accounts receivable – related party was $0 and $41,000, respectively. |
Factoring Arrangements
Factoring Arrangements | 9 Months Ended |
Sep. 30, 2019 | |
Factoring With Recourse [Abstract] | |
Factoring Arrangements | Note 6 – Factoring Arrangements Certain of the Company’s wholly-owned subsidiaries have entered into accounts receivable factoring arrangements with a financial institution (the “Factor”) with termination dates starting in January 2021 . Pursuant to the terms of the agreements, the Company, from time to time, sells to the Factor certain of its accounts receivable balances on a recourse basis for credit-approved accounts. The Factor remits 95% of the contracted accounts receivable balance for a given month to the Company (the “Advance Amount”) with the remaining balance, less fees, to be forwarded once the Factor collects the full accounts receivable balance from the customer. For long-term contracts with credit worthy customers, the Factor may advance, at their discretion, unearned future contract amounts. Unearned advances are secured by all factored and non-factored long-term contract cash receipts, which are remitted directly to the Factor by the customer. Earned and unearned components included in Advances from factoring arrangement are as follows: ($ in thousands) September 30, 2019 December 31, 2018 Purchased accounts receivable $ 8,774 $ 5,331 Unearned future contract advances 9,770 — Total $ 18,544 $ 5,331 The Factor may require, at their discretion at any time, the Company to repay unearned future contract advances or purchased accounts receivable that have not been paid by the customer. Financing costs are primarily comprised of an interest rate of Prime plus 2.0% (resulting in rates of 6.5% and 7.5% as of September 30, 2019 and December 31, 2018, respectively). There is also a factor fee of 0.25% of the face amount of the invoice factored and an associated penalty increase for purchased accounts that remain unpaid for 31 days. Total interest and financing fees for factored receivables for the nine months ended September 30, 2019 and 2018 were $1.2 million and $0.2 million, respectively. The fees are included in interest expense in the condensed consolidated statements of operations. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Note 7 - Debt Line of Credit The Company had two line-of-credit agreements with a bank that provided for an aggregate borrowing capacity of $0.4 million. Amounts outstanding bear interest at 6.75% and are secured by equipment. During October 2018, the Company paid the $0.1 million line-of-credit in full and extended the $0.3 million line-of-credit’s maturity to April 2019 Antara Financing Agreement Concurrently with the Ritter acquisition on September 16, 2019, the Company entered into a $24.5 million financing agreement (the “Financing Agreement”) among the Company, each subsidiary of the Company, various lenders from time to time party thereto, and Cortland Capital Market Services LLC, as administrative agent and collateral agent. Pursuant to the Financing Agreement, the Company initially borrowed $22.4 million (the “Term Loan”) and borrowed the remaining $2.1 million during October 2019. All of the Company’s subsidiaries are guarantors under the Financing Agreement. The Term Loan is secured by all assets of the Company and its subsidiaries, including pledges of all equity in the Company’s subsidiaries and is not subject to registration rights. The Financing Agreement contains covenants that limit (i) the making of investments, (ii) the incurrence of additional indebtedness, (iii) the incurrence of liens, (iv) payments and asset transfers with restricted junior loan parties or subsidiaries, including dividends, (v) transactions with shareholders and affiliates, (vi) asset dispositions and acquisitions, among others. The Term Loan bears interest at 12% per annum and has a maturity date of September 16, 2022. Until December 31, 2019, interest on the Term Loan will be paid in kind and capitalized as additional principal, and the Company has the option to pay interest on the capitalized interest in cash or in kind. All interest payments on the Term Loan through September 30, 2019 were in kind. After December 31, 2019, monthly interest payments will be due in cash, and all outstanding principal and interest will be due on the maturity date. The Term Loan may be prepaid at any time, subject to payment of a prepayment premium of (1) 7% for each early payments made or coming due on or prior to September 16, 2020, (2) after September 16, 2020, 5% for each early payment made or coming due on or prior to September 16, 2021, and (3) thereafter, no premium shall be due. Proceeds are to be used to (i) effect the Ritter acquisition, (ii) to refinance and retire existing indebtedness, and (iii) general working capital needs. In connection with the Financing Agreement, the Company issued 98,000 shares of common stock of the Company valued at $0.1 million as an advisory fee to a third-party financial advisor. Concurrently, and in connection with the Financing Agreement the Company issued two warrants (the “$0.01 Warrant” and the “$2.50 Warrant” and collectively, the “Antara Warrants”) to Antara Capital to purchase an aggregate of 4,375,000 shares of common stock of the Company (the “Antara Warrant Shares”). The $0.01 Antara Warrant grants Antara Capital the right to purchase up to 3,350,000 Antara Warrant Shares at an exercise price of $0.01 per share and is exercisable for five years from the date of issuance. The $2.50 Antara Warrant grants Antara Capital the right to purchase up to 1,025,000 Antara Warrant Shares at an exercise price of $2.50 per share, subject to adjustment for certain distributions, stock splits, and issuances of common stock, and is exercisable for ten years from the date of issuance. If the fair market value of the Antara Warrant Shares is greater than the related exercise price at the end of the exercise period (the Warrant Shares are “in the money”), then any outstanding Antara Warrants that are in the money will be automatically deemed to be exercised immediately prior to the end of the exercise period. Pursuant to the Antara Warrants, the Company granted Antara Capital preemptive rights to purchase its pro rata share, determined based on the number of shares held by Antara Capital or into which Antara Capital’s Antara Warrants are exercisable, of capital stock issued by the Company after the issuance date of the Antara Warrants, subject to certain excepted issuances. The Company issued a warrant for 1,500,000 shares of common stock to Antara at an exercise price of $0.01 per share (the “Side Letter Warrant”) subject to an acquisition agreement between the Company and LoadTrek. LoadTrek is a GPS system designed for the trucking industry, owned by a related party. If the Company were to successfully complete an acquisition of certain assets of LoadTrek or meet financial performance metrics set forth in the warrant agreement, all or a portion of the shares underlying the Side Letter Warrant were subject to cancellation. Neither the acquisition of the LoadTrek assets nor the achievement of the financial performance metrics ultimately occurred and, therefore, none of the shares underlying the warrant were cancelled. Since the Term Loan, Antara Warrants, and Side Letter Warrant were negotiated in contemplation of each other and executed within a short period of time, the Company evaluated the debt and warrants as a combined arrangement, and estimated the fair values of the debt and warrants to allocate the proceeds on a relative fair value basis between the debt and warrants. The non-lender fees incurred to establish the financing arrangement were allocated to the debt and warrants on a relative fair value basis and capitalized on the Company’s balance sheet. The Company allocated $ million of fees to debt issuance costs, which are amortized using the effective interest method into interest expense over the term of the Term Loan. The Term Loan was further evaluated for the existence of embedded features to be bifurcated from the amount allocated to the debt component. The Term Loan agreement contains a mandatory prepayment feature that was determined to be an embedded derivative, requiring bifurcation and fair value recognition for the derivative liability. The fair value of this derivative liability is remeasured at each reporting period, with changes in fair value recognized in the condensed consolidated statement of operations. Any changes in the assumptions used in measuring the fair value of the derivative liability could result in a material increase or decrease in its carrying value. The allocation of the proceeds to the debt component and the bifurcation of the embedded derivative liability resulted in a $9.0 million debt discount that will be amortized to interest expense over the term of the Term Loan. Refer to Note 14, Subsequent Events The Company has classified the $22.5 million unpaid principal balance, which includes $0.1 million of capitalized interest, as a current liability as of September 30, 2019. Debt consists of: September 30, 2019 December 31, 2018 ($ in thousands) (Unaudited) (a) $24.5 million Term Loan $ 22,512 $ — (b) $1.3 million note payable 863 951 (c) Four promissory notes with an aggregate principal amount of $9.5 million 9,500 9,500 (d) One subordinated senior note payable to a stockholder with interest at 16% and maturity during October 2017. 75 75 (e) $3.8 million senior promissory note 3,800 3,800 (f) $4.0 million promissory note 4,000 4,000 (g) $4.0 million Secured Convertible Promissory Notes (“Secured Convertible Notes”) 4,184 4,040 (h) $2.5 million promissory note - stockholder 2,032 2,387 (i) $0.3 million note payable 244 281 (j) Three equipment notes payable 30 101 (k) Thunder Ridge supplier advance 940 978 (l) $6.4 million promissory note - stockholder 6,423 — (m) Various notes payable acquired from JB Lease 5,037 — (n) $0.8 million note payable 718 — (o) $0.3 million note payable 240 — (p) $3.8 million note payable 3,350 — (q) Equipment notes payable acquired from Sheehy 879 — (r) Notes payable acquired from Sheehy 829 — (s) $0.2 million note payable 182 — (t) Notes payable acquired from Ritter 499 — (u) Finkle equipment notes 5,364 — (v) $0.4 million promissory note - stockholder 400 — Line of credit — 317 Total before debt issuance cost and debt discount 72,101 26,430 Debt issuance costs (744 ) (416 ) Debt discount (16,959 ) (8,087 ) 54,398 17,927 Less current portion (28,755 ) (6,848 ) $ 25,643 $ 11,079 (a) $24.5 million Term Loan The $24.5 million Term Loan bears interest at 12% per annum and has a maturity date of September 16, 2022. Until December 31, 2019, interest on the term loan will be paid in kind and capitalized as additional principal, and the Company has the option to pay interest on the capitalized interest in cash or in kind. After December 31, 2019, monthly interest payments will be due in cash, and all outstanding principal and interest will be due on the maturity date. As of September 30, 2019, the unamortized debt discount was $9.0 million and the unamortized debt issuance costs were $0.5 million. (b) $1.3 million note payable The $1.3 million note payable was issued December 31, 2014, with interest adjusted to the SBA LIBOR base rate, plus 2.35%. The note matures March 2024 a member of our board of directors and certain of his relatives, and beneficial owners of more than 5% of our of our common stock (c) Four promissory notes with an aggregate principal amount of $9.5 million The four promissory notes were issued to the former EAF members with interest at 1.5%, issued February 1, 2017, and mature February 1, 2026. These convertible promissory notes are secured by substantially all of the assets of EAF. The Company imputed an interest rate of 5.1% on the promissory notes. The discount is accreted over the period from the date of issuance to the date the promissory notes are due using the effective interest rate method. These promissory notes were originally initially convertible into 1,400,000 shares (the “Transaction Shares”) of the Company’s common stock (the “Common Stock”), subject to adjustment for any stock splits, combinations or similar transactions, representing approximately 81.1% of the Company’s total outstanding shares of Common Stock on a post-transaction basis. Accordingly, conversion of these convertible promissory notes would result in a change in control of the Company. The number of Transaction Shares was subject to increase to equal 70% of the issued and outstanding Common Stock if the issuance of Common Stock pursuant to a private offering of Common Stock of up to $2 million and the conversion of the Company’s subordinated notes payable to members and Senior Bridge Notes, convertible promissory notes, and certain accounts payable into Common Stock would otherwise cause the Transaction Shares to represent less than 70% of the issued and outstanding Common Stock. The Company evaluated the embedded conversion feature under ASC 815 for the variable number of shares issuable and determined that, at the date of issuance, the conversion feature had no value as it was substantially out of the money and there was no market for the shares. During October 2018, the Company amended these convertible promissory notes to eliminate the variable number of shares issuable under the conversion feature to a fixed amount of 7,000,000 shares upon conversion. The Company recorded a gain on extinguishment of debt at the date of the amendment of the convertible promissory notes at the fair value of the original 1,400,000 shares issuable of $0.9 million, a discount on debt of $2.5 million for the new conversion feature and a discount on debt of $5.0 million related to imputed interest at 12.8%. As of September 30, 2019 and December 31, 2018, the unamortized debt discount was $7.2 million and $7.5 million, respectively. (d) $0.1 million subordinated senior note payable - stockholder One subordinated senior note payable to a stockholder with interest at 16% and maturity during October 2017 that was paid off in 2019. The subordinated senior note payable is one of six that were initially issued throughout 2016 and 2017 (the “Senior Bridge Notes”). The Senior Bridge Notes were not extended at maturity. During 2018, $0.7 million of the Senior Bridge Notes and related interest were converted into 275,583 shares of common stock. (e) $3.8 million senior promissory note The $3.8 million senior promissory note was issued on February 1, 2017, to a former EAF member with interest at 7.5% and default interest of 12.5% per annum, an original maturity of the earlier of (a) December 2017 During April 2018, the promissory note’s maturity date was extended to July 2019 In connection with the Financing Agreement, amounts due under the senior promissory note were subordinated and extended to November 2022 Also in connection with the Financing Agreement and as consideration for the subordination of the subordinated promissory note and the promissory note described below, the Company issued a warrant to the holder to purchase an aggregate of 350,000 shares of common stock of the Company at an exercise price of $0.01 per share. The warrant is exercisable for five years from the date of issuance. The Company calculated the fair value of the warrant using the Black-Scholes option pricing model, and the portion of the fair value attributable to the senior promissory note was $0.2 million. As of September 30, 2019, the remaining unamortized debt discount was $0.2 million. (f) $4.0 million promissory note The $4.0 million promissory note was issued on February 1, 2017, to a former EAF member with interest at 7.5% and an original maturity date of February 2020. The note is guaranteed by substantially all the assets of EAF and the Company. No principal and interest payments are due until maturity. In connection with the Financing Agreement, amounts due under the promissory note were subordinated and extended to November 2022. Additionally, the holder agreed not to receive, accept, or demand payment under the subordinated obligation until all obligations under the Financing Agreement have been paid in full, except that the holder may continue to receive regularly scheduled interest payments so long as holder has not been informed that an event of default has occurred and is continuing under the Financing Agreement. Also in connection with the Financing Agreement and as consideration for the subordination of the promissory note and the senior promissory note described above, the Company issued a warrant to the holder to purchase an aggregate of 350,000 shares of common stock of the Company at an exercise price of $0.01 per share. The warrant is exercisable for five years from the date of issuance. The Company calculated the fair value of the warrant using the Black-Scholes option pricing model, and the portion of the fair value attributable to the senior promissory note was $0.3. As of September 30, 2019, the remaining unamortized debt discount was $0.3 million. (g) $4.0 million Secured Convertible Promissory Notes (“Secured Convertible Notes”) The Secured Convertible Notes were issued during August 2018. The Company paid debt issuance costs of $0.5 million in connection with the Secured Convertible Notes. They bear interest at 9%, compounded quarterly, with principal due two years after issuance and are secured by all the assets of the Company. The holder may agree, at its discretion, to add accrued interest in lieu of payment to the principal balance of the Secured Convertible Notes on the first day of each calendar quarter. The Secured Convertible Notes may not be prepaid prior to the first anniversary of the date of issuance, but may be prepaid without penalty after the first anniversary of the date of issuance. The Secured Convertible Notes are convertible into shares (the “Note Shares”) of the Company’s common stock at a conversion rate of $2.50 per share of common stock at the Holder’s option: 1) at any time after the first anniversary of the date of issuance or 2) at any time within 90 days after a “triggering event,” including a sale, reorganization, merger, or similar transaction where the Company is not the surviving entity. The Secured Convertible Notes are also subject to mandatory conversion at any time after the first anniversary of the date of issuance if the average volume of shares of common stock traded on the Nasdaq Capital Market, NYSE American Market or a higher tier of either exchange is 100,000 or more for the 10 trading days prior to the applicable date. Such a mandatory conversion has not occurred. The Secured Convertible Notes also provide that the Company will prepare and file with the Securities and Exchange Commission (“SEC”), as promptly as reasonably practical following the issuance date of the Secured Convertible Notes, but in no event later than 45 days following the issuance date, a registration statement on Form S-1 (the “Registration Statement”) covering the resale of the common stock and the warrant shares and as soon as reasonably practical thereafter to effect such registration. The Company is required to pay liquidated damages of 1% of the outstanding principal amount of the Secured Convertible Notes each 30 days if the Registration Statement is not declared effective by the SEC within 180 days of the filing date of the Registration Statement. During the nine months ended September 30, 2019, the Company incurred and paid $0.1 million in liquidated damages to noteholders. As additional consideration for the Secured Convertible Notes, the Company issued warrants to the Holders to purchase 1,602,000 shares of common stock at an exercise price of $2.50 per share, exercisable for ten years from the date of issuance. The fair value of the warrants issued determined using the Black Scholes pricing model was $0.7 million, calculated with a ten-year As of September 30, 2019 and December 31, 2018, the unamortized debt discount was $0.3 million and $0.6 million, respectively, and the unamortized debt issuance costs were $0.2 million and $0.4 million, respectively. The amount of capitalized interest included in the principal balance at each point in time was $0.2 million and $35,000, respectively. (h) $2.5 million promissory note – stockholder The $2.5 million promissory note was issued on June 1, 2018 to a stockholder, with interest at 6% and a maturity date of the earlier of (a) the date the Company raises $40.0 million in public or private offerings of debt or equity; (b) December 31, 2018, or (c) termination of Peck’s employment with the Company by the Company without cause or by Peck for good reason. The note is collateralized by all of the assets of Thunder Ridge. The maturity date of the promissory note has been subsequently amended to extended it to November 30, 2022. The note calls for monthly principal payments, with all accrued and unpaid interest due and payable on the maturity date. (i) $0.3 million note payable The $0.3 million note payable was issued during November 2018, with interest at 3% and a maturity date of October 2022 (j) Three equipment notes payable The three equipment notes are payable to banks and were acquired in the Thunder Ridge acquisition with interest rates ranging from 2.99% to 6.92%, with maturity dates between September 2020 January 2023 (k) Thunder Ridge supplier advance Thunder Ridge signed an agreement with a supplier on August 31, 2017, in which $1.0 million was advanced to Thunder Ridge during 2017. The advance bears interest at 8.5% and is collateralized by substantially all of Thunder Ridge’s assets. As Thunder Ridge purchases fuel from the supplier’s station, Thunder Ridge reduces its fuel advance liability by $0.25 per gallon purchase. Purchases made during the year ended December 31, 2018, were nominal. With the Thunder Ridge acquisition, the maturity date was extended from December 31, 2018 to June 2021 (l) $6.4 million promissory note – stockholder The $6.4 million promissory note was issued February 2, 2019 to a stockholder, with interest at 9% per annum and an original maturity date of August 31, 2020. The note is collateralized by all of the assets of Ursa and JB Lease. Principal and interest payments commenced June 1, 2019, with a final payment of $6.4 million due at maturity. On August 30, 2019, the note was extended to November 2022 (m) Various notes payable acquired from JB Lease The various notes payable acquired from JB Lease were issued to multiple lenders with interest rates ranging from 3.9% to 5.1% per annum. The notes have maturity dates ranging from September 2019 August 2024 (n) $0.8 million note payable The $0.8 million note payable to a financing company was issued February 11, 2019, with interest at 10.2% per annum and a maturity date of February 11, 2023. The note is collateralized by certain equipment and guaranteed by a member of management. (o) $0.3 million note payable The $0.3 million note payable to a financing company was issued January 22, 2019, with interest at 10.6% per annum and a maturity date of January 22, 2023. The note is collateralized by certain equipment and guaranteed by a member of management. (p) $3.8 million note payable The $3.8 million note payable to a financing company was issued January 23, 2019, with interest at 10.1% per annum and a maturity date of February 23, 2024. The note is collateralized by certain equipment and guaranteed by a member of management. (q) Equipment notes payable acquired from Sheehy The equipment notes payable acquired from Sheehy, payable to various financing companies, have maturity dates varying from June 2020 August 2020 (r) Notes payable acquired from Sheehy The notes payable acquired from Sheehy are payable to a bank with interest rates of 4.35% to 4.375% per annum. The notes mature between September 2020 December 2021 (s) $0.2 million note payable The $0.2 million note payable to a financing company was issued during February 2019, with interest at 8.94% per annum and a maturity date during March 2023 (t) Notes payable acquired from Ritter Note payable to a related party that was assumed as a liability in the Ritter acquisition. The note has an interest rate of 7.0% and matures in December 2028 (u) Finkle equipment notes Equipment notes payable with interest rates ranging from 5.2% to 11.8% and maturity dates between May 2020 September 2025 (v) $0.4 million promissory note – stockholder The $0.4 million promissory note was issued January 2, 2019 to a stockholder (the “Sheehy Note”), with interest at 5.65% per annum with maturity within 60 days of issuance. The note automatically renews a maximum of four times for 30 days. If the renewals have been exhausted, the note will increase in value to $0.45 million and convert to shares of common stock at $2.50 per share. As of the final maturity extension date, the principal amount of $0.4 million was outstanding. In accordance with the terms of the Sheehy Note, the principal amount increased to $0.45 million. On November 18, 2019, the Sheehy Note and all accrued interest was deemed to be paid in full under the terms of the Intercompany Agreement (See Note 5 – Related Party Transactions – Due from Related Party |
Redeemable Stock and Stockholde
Redeemable Stock and Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Redeemable Stock and Stockholders' Deficit | Note 8 - Redeemable Stock and Stockholders’ Deficit On March 2, 2018, the Company issued 1,000,000 Units (the “Units”) at a price of $2.50 per Unit for an aggregate purchase price of $2.5 million pursuant to the terms of a subscription agreement between the Company and an investor. Each Unit consists of (i) one share of the Company’s common stock, and (ii) a detachable warrant to purchase one share of common stock at an exercise price of $2.50 per share exercisable for ten years from the date of issuance. The Company estimated the fair value of the warrants to be approximately $0.4 million through the Black Scholes Pricing Model, calculated with a ten-year term; 65% volatility; 2.94% discount rate and the assumption of no dividends. The Company did not pay any commissions in connection with the sale of these Units. During the year ended December 31, 2018, the Company entered into subscription agreements effective as of July 31, 2018 to issue 187,462 units (the “Units”) at a price of $2.50 per Unit in exchange for the Company’s promissory notes - stockholders in the aggregate principal amount of $0.5 million. Each Unit consists of (i) one share of the Company’s common stock and (ii) a warrant to purchase one share of common stock at an exercise price of $2.50 per share exercisable for ten years from the date of issuance. The Company estimated the fair value of the warrants to be $0.1 million. During March 2018, the Company entered into a Share Escrow Agreement (the “Escrow Agreement”) with certain of the Company’s stockholders, including entities affiliated with a director of the Company, and the Company’s former president. Pursuant to the terms of the Escrow Agreement, the stockholders party to the agreement placed an aggregate of 240,000 shares of Common Stock in escrow, to be held by the Company until such time as one or more third parties offer to purchase the escrowed shares and the Company approves such purchase or purchases. Seventy-five percent of the proceeds of the sale or sales of the escrowed shares will be paid to the Company and will be used by the Company first to repay any amounts outstanding under the SBA loan, and the remaining 25% of the proceeds will be paid pro rata to the stockholders party to the Escrow Agreement. In connection with the Escrow Agreement, the Company issued 240,000 warrants to purchase common stock to the stockholders party to the Escrow Agreement, which warrants have an exercise price of $6.11 per share and are exercisable for a period of five years. The Company estimated the value of the warrants to be $9,000 through the Black Scholes Pricing Model calculated with a five-year term; 49% volatility; 2.85% discount rate and the assumption of no dividends. On October 9, 2017, management of the Company terminated the employment of the Company’s president. In connection with the termination, the Company and former president entered into a Mutual Separation Agreement dated October 9, 2017 (the “Separation Agreement”). Pursuant to the Separation Agreement, the Company and former president agreed that (i) his last day of employment with the Company was October 9, 2017, (ii) he will be paid an aggregate of $0.1 million within ten business days after the Company raises an aggregate of $2.0 million in any combination of public or private debt or equity securities offerings, and (iii) in satisfaction of $0.2 million of deferred compensation, the Company will issue 89,092 shares of its common stock within ten business days after the Company raises an aggregate of $2.0 million in any combination of public or private debt or equity securities offerings. The $0.1 million payment had not been rendered and the stock had not been issued as of December 31, 2018. The balances are included in accounts payable – related party. On April 1, 2019, the Company issued 117,092 shares of common stock with an approximate fair value of $0.1 million to settle the Separation Agreement with the former officer. The settlement included $38,000 of advances from related party and approximately $0.3 million of accounts payable - related party. The Company recorded a gain of $0.2 million associated with the issuance of this common stock, which is included in gain on conversion of accounts payable – related party in the accompanying condensed consolidated statement of operations. On May 31, 2019, the Company sold Units (the “2019 Units”) at a price of $2.50 per 2019 Unit pursuant to the terms of a subscription agreement with certain accredited investors, including related parties. Each 2019 Unit consists of (i) one share of the Company’s common stock, par value $0.0001 per share, and (ii) a warrant to purchase one share of common stock at an exercise price of $2.50 per share exercisable for ten years from the date of issuance. The Company sold a total of 4,560,000 2019 Units for aggregate gross proceeds of $11.4 million. The Company did not pay underwriter discounts or commissions in connection with the sale of these 2019 Units. The fair value of the warrants issued determined using the Black-Scholes pricing model was $2.1 million, calculated with a ten-year Common Stock Subscribed During the nine months ended September 30, 2019, the Company agreed to issue 4,560,000 shares of common stock pursuant to the sale of the 2019 Units, 2,440,982 shares of common stock for the Ritter acquisition, and 89,600 shares of common stock as an advisory fee to a third-party financial advisor in connection with the Financing Agreement. All of these shares were subsequently issued in 2019. During the year ended December 31, 2018, the Company agreed to issue 500,000 shares of common stock pursuant to the Thunder Ridge acquisition. As of December 31, 2018, the Company had not yet issued these shares, which were subsequently issued in 2019. Warrants During the year ended December 31, 2018, the Company issued 1,602,000 warrants associated with the Secured convertible promissory notes. The fair value of the warrants issued determined using the Black Scholes pricing model was $0.7 million, calculated with a ten-year As further described in Note 7, Debt , in connection with the September 2019 Financing Agreement, the Company issued warrants to purchase an aggregate of 4,375,000 shares of the Company’s common stock to the lenders. The Company also issued the Side Letter Warrant to the lenders to purchase an additional 1,500,000 shares of the Company’s common stock. The total fair value of these warrants of $7.4 million, which the Company recorded as an additional debt discount, will be amortized to interest expense over the remaining term of the 2019 Financing Agreement. Also in connection with the Financing Agreement and as consideration for the subordination of previously issued promissory notes, in September 2019, the Company issued a warrant to the noteholder to purchase an aggregate of 350,000 shares of the Company’s common stock at an exercise price of $0.01 per share. The total fair value of this warrant of $0.5 million, which the Company recorded as an additional debt discount on the promissory notes, will be amortized to interest expense over the remaining term of the promissory notes. The following table summarizes the warrants outstanding and exercisable as of September 30, 2019 and December 31, 2018, and is inclusive of the warrants further described in Note 9, Stock-based Compensation Number of Shares Weighted Average Exercise Price December 31, 2018: Outstanding 4,296,255 $ 3.34 Exercisable 3,296,256 $ 2.84 September 30, 2019: Outstanding 15,081,255 $ 1.88 Exercisable 14,414,589 $ 1.69 Series A Preferred Stock On April 13, 2018, the Company issued 100,000 shares of Series A Preferred stock containing 15:1 voting rights to a related party for advisory services rendered to the Company. The fair value of the services rendered was assessed at $0.2 million. Redeemable Common Stock As further described in Note 2, Acquisitions |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | Note 9 – Stock-based Compensation Stock Options On April 12, 2018, the Company’s board of directors approved the EVO Transportation and Energy Services, Inc. 2018 Stock Incentive Plan (the “2018 Plan”) pursuant to which a total of 4,250,000 shares of common stock have been reserved for issuance to eligible employees, consultants, and directors of the Company. Further, on August 13, 2018, the board of directors approved the Company’s Amended and Restated 2018 Stock Incentive Plan (the “Amended 2018 Plan”), which amends and restates the Company’s 2018 Stock Incentive Plan. The Amended 2018 Plan increased options available for grant to 6,250,000. The Amended 2018 Plan provides for awards of non-statutory stock options, incentive stock options, and restrictive stock awards within the meaning of Section 422 of the Internal Revenue Code and stock purchase rights to purchase shares of the Company’s common stock. The Amended 2018 Plan is administered by the board of directors, which has the authority to select the individuals to whom awards will be granted and to determine whether and to what extent stock options and stock purchase rights are to be granted, the number of shares of common stock to be covered by each award, the vesting schedule of stock options (generally straight-line over a period of four years), and all other terms and conditions of each award. Stock options have a maximum term of ten years, and it is the Company’s practice to grant options to employees with exercise prices equal to or greater than the estimated fair market value of its common stock. Options generally vest ratably over 3 years. One quarter (1/4) of the options vest and become exercisable on the grant date. The remaining vest and become exercisable ratably on the first, second, and third anniversary of the date of grant. The fair value of each award is estimated on the date of grant. Stock option values are estimated using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including the expected term of the option award, expected stock price volatility, and expected dividends. These estimates involve inherent uncertainties and the application of management’s judgment. The expected option terms are calculated based on the “simplified” method for “plain vanilla” options due to our limited exercise information. The “simplified method” calculates the expected term as the average of the vesting term and the original contractual term of the options. Expected volatilities used in the valuation model are based on the selected comparable companies. The risk-free rate for the expected term of the option is based on the United States Treasury yield curve in effect at the time of grant. The valuation model assumes no dividends. There is no estimated forfeiture rate. As described in Note 1 , Description of Business and Summary of Significant Accounting Policies he Company completing an aggregate of at least $30 million of any combination of debt and/or equity financing transactions after the date of grant. During the nine months ended September 30, 2019, stock options to purchase an aggregate of 2,389,438 shares of common stock were accelerated upon the consummation of the Antara Financing Agreement. During the nine months ended September 30, 2019 and 2018, the Company recognized stock-based compensation expense of $1.1 million and $0.8 million, respectively, related to stock options. During the three months ended September 30, 2019 and 2018, the expense was $1.0 million and $0.4 million, respectively. As of September 30, 2019, the Company had unrecognized stock-based compensation expense of approximately $0.3 million related to the unvested portions of outstanding stock options, which it expects to recognize over a weighted-average period of 0.8 years. The following table presents the stock option activity for the nine months ended September 30, 2019: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding - December 31, 2018 4,700,000 $ 2.50 9.3 $ — Granted 1,769,250 2.50 Exercised — — — Cancelled (150,000 ) — Outstanding - September 30, 2019 6,319,250 $ 2.50 9.0 $ — Exercisable - September 30, 2019 5,519,250 $ 2.50 8.8 $ — The following table summarizes the assumptions used to estimate the fair value of stock options granted during the nine months ended September 30: 2019 2018 Approximate risk-free rate 1.6% - 2.5% 2.8% - 3.1% Expected life (in years) 5.3 - 7.0 7.0 Dividend yield —% —% Volatility 41.3% - 44.3% 55% The weighted-average grant-date fair value of options granted was $0.35 and $0.27 per share during the nine months ended September 30, 2019 and 2018, respectively. The total fair value of options vested during the nine months ended September 30, 2019 and 2018 was $1.2 million and $0.3 million, respectively. Warrants – Stock-based Compensation The fair value of the warrants is estimated on the date of issuance using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including the expected term of the warrants, expected stock price volatility, and expected dividends. These estimates involve inherent uncertainties and the application of management’s judgment. Expected volatilities used in the valuation model are based on the average volatility of the Company’s stock. The risk-free rate for the expected term of the warrant is based on the United States Treasury yield curve in effect at the time of grant. During the year ended December 31, 2018, the Company issued warrants to purchase 999,999 shares of the Company’s common stock contingent on continued employment. The warrants vest in three tranches of 333,333 shares each year during 2019, 2020 and 2021. The fair value of the warrants issued was determined using the Black Scholes pricing model was $149,390, calculated with a six, seven and eight-year During the year ended December 31, 2018, the Company issued fully vested warrants to purchase 161,100 shares of the Company’s common stock for services. The fair value of the warrants issued was determined using the Black Scholes pricing model was $75,000. Calculated with a five-year There was no stock-based compensation warrant activity for the nine months ended September 30, 2019. The following table presents information related to stock-based compensation warrants outstanding and exercisable as of September 30, 2019 and December 31, 2018: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding - December 31, 2018 1,161,099 $ 4.65 6.9 $ — Outstanding - September 30, 2019 1,161,099 $ 4.65 6.1 $ — Exercisable - September 30, 2019 494,433 $ 2.84 6.0 $ — |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 – Fair Value Measurements Financial assets and liabilities are initially recorded at fair value. The carrying amounts of certain of the Company’s financial instruments, including cash equivalents, accounts receivable, accounts payable and accrued expenses, are carried at cost which approximates fair value due to the short-term maturity of these instruments and are Level 1 assets or liabilities of the fair value hierarchy. The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received in the sale of an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1 ‑ Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 ‑ Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 ‑ Inputs are unobservable and reflect the Company’s assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available. The Company's derivative liability embedded in its September 2019 Financing Agreement is measured at fair value using a probability-weighted discounted cash flow model and is classified as a Level 3 liability of the fair value hierarchy due to the use of significant unobservable inputs. The liability is included as a component of accrued expenses on the condensed consolidated balance sheets and subject to remeasurement to fair value at the end of each reporting period. For the nine months ended September 30, 2019, there was no change in the fair value of the embedded derivative liability. The assumptions used in the discounted cash flow model include: (1) management's estimates of the probability and timing of future cash flows and related events; (2) the Company's risk-adjusted discount rate that includes a company-specific risk premium; and (3) the Company's cost of debt. There were no transfers between Level 1, Level 2, and Level 3 during the periods presented. The Company’s obligations under its debt agreements are carried at amortized cost. The fair value of the Company’s obligations under its convertible notes and September 2019 Financing Agreement are considered Level 3 liabilities of the fair value hierarchy because fair value was estimated using significant unobservable inputs. The fair value of the Company’s other debt arrangements are considered Level 2 liabilities of the fair value hierarchy because fair value is estimated using inputs other than quoted prices that are observable for the liability such as interest rates and yield curves. The estimated fair value of the Company’s September 2019 Financing Agreement was $14.0 million as of September 30, 2019, and its carrying value was $13.0 million as of September 30, 2019. The carrying value of the Company’s remaining debt obligations approximates fair value, and was $41.4 million and $17.9 million as of September 30, 2019, and December 31, 2018, respectively. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Note 11 – Leases The Company determines if an arrangement is a lease at inception. The Company has various obligations under operating and finance lease arrangements related primarily to the rental of trucks and trailers, maintenance and support facilities, office space, and parking yards. Many of these leases include one or more options, at the Company’s discretion, to renew and extend the agreement beyond the current lease expiration date. These options are included in the calculation of the Company’s lease liability when it becomes reasonably certain the option will be exercised. The Company’s lease agreements typically do not include options to purchase the leased property, nor do they contain material residual value guarantees or material restrictive covenants. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease, and are recognized at the lease commencement date based on the present value of the lease payments over the lease term. When available, the Company uses the rate implicit in the lease to discount lease payments; however, the implicit rate in the lease is not readily determinable for all the leases. In such cases, the Company uses an estimate of the incremental borrowing rate to discount lease payments based on information available at lease commencement. Operating lease costs are recognized on a straight-line basis over the term of the lease within operating supplies and expenses and equipment rent expense. Finance lease costs consist of amortization expense and interest expense. Finance lease right-of-use assets are amortized on a straight-line basis over the shorter of the expected useful life or the lease term to amortization expense, and the carrying amount of the lease liability is adjusted to reflect interest expense. Variable lease payments that are not based on an index or that result from changes to an index subsequent to the initial measurement of the corresponding lease liability are not included in the measurement of lease ROU assets or liabilities and instead are recognized in equipment rent in the period in which the obligation for those payments is incurred. At September 30, 2019, the Company had the following balances recorded in the condensed consolidated balance sheet related to its lease arrangements: ($ in thousands) Classification September 30, 2019 Assets Operating leases Right-of-use-asset $ 11,448 Finance leases Right-of-use-asset 3,599 Liabilities Current: Operating leases Operating lease liabilities, current portion 3,742 Finance leases Finance lease liabilities, current portion 953 Non-current: Operating leases Operating lease liabilities, less current portion 7,310 Finance leases Finance lease liabilities, less current portion 2,955 Components of lease cost are as follows: ($ in thousands) Three months ended September 30, 2019 Nine months ended September 30, 2019 Finance lease costs: Amortization of ROU assets $ 453 $ 776 Interest on lease assets 250 271 Operating lease costs 772 2,881 Short-term lease costs 1,910 5,502 Variable lease costs 70 240 Total $ 3,455 $ 9,670 Supplemental cash flow information and non-cash activity related to our leases are as follows: ($ in thousands) Nine months ended September 30, 2019 Supplemental cash flow information: Cash paid for amounts included in the measurement of lease liabilities Financing cash flows from finance leases $ 664 Operating cash flows from finance lease interest expense 271 Operating cash flows from operating leases 3,173 Non-cash activity Right-of-use assets obtained in exchange for lease obligations: Finance lease liabilities – recognized as of ASC 842 adoption 1,493 Operating lease liabilities – recognized as of ASC 842 adoption 3,040 Finance lease liabilities – recognized as a result of 2019 business combinations 1,666 Operating lease liabilities – recognized as a result of 2019 business combinations 10,276 Weighted-average remaining lease term and discount rate for our leases are as follows: September 30, 2019 Weighted-average remaining lease term (years) Finance leases 3.8 Operating leases 5.1 Weighted-average discount rate Finance leases 10 % Operating leases 15 % Maturities of lease liabilities by fiscal year for our leases are as follows: ($ in thousands) Operating Leases Finance Leases Remainder of 2019 $ 1,363 $ 341 2020 4,681 1,517 2021 3,220 895 2022 2,161 871 2023 849 859 Thereafter 2,935 339 Total lease payments $ 15,209 $ 4,822 Less: Imputed interest (4,157 ) (914 ) Present value of lease liabilities $ 11,052 $ 3,908 Future minimum lease commitments as of December 31, 2018, under ASC Topic 840, the predecessor to Topic 842, are as follows: Year Ending December 31, 2019 $ 1,655 2020 1,007 2021 552 2022 504 2023 187 Thereafter 39 $ 3,944 Related Party Leases The Company has various lease obligations with related parties for trucks, office space and terminals expiring at various dates through September 2038 Sale-Leaseback During January 2019, the Company entered into a sale-leaseback transaction whereby it sold equipment for $0.2 million and concurrently entered into a finance lease agreement for the sold equipment with a 49-month term. Under the lease agreement, the Company will pay an initial monthly payment of $5,000 and a final payment of $19,000. The gain on the transaction was de minimis. The finance lease disclosures in this footnote are inclusive of this transaction. During September 2019, the Company entered another sale-leaseback transaction in which the Company sold $2.0 million of fixed assets in exchange for $1.9 million in proceeds, of which $0.9 million was used to pay down equipment debt associated with the fixed assets sold. A $0.1 million loss on the sale was recorded for the difference between the value received and the carrying value of the assets that were sold. The new lease terms call for monthly payments of $48,000 and a final payment of $0.1 million. The operating lease disclosures are inclusive of this transaction, which became effective during October 2019. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 - Commitments and Contingencies Litigation In the normal course of business, the Company is party to litigation from time to time. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company. On March 19, 2018, Whisler Holdings, LLC, Mitesh Kalthia, and Jean M. Noutary, the owners of the property leased by El Toro for the Company’s El Toro station, initiated a lawsuit in the Superior Court of Orange County, California, related to the lease agreement for the El Toro station. The complaint alleges breach of contract and sought money damages, costs, attorneys’ fees and other appropriate relief. On October 11, 2018, the court issued a default judgement in favor of the plaintiff in the amount of approximately $0.2 million, which the Company has fully reserved for and is included in Accrued expenses on the accompanying condensed consolidated balance sheet at September 30, 2019 and December 31, 2018. No payments have been made to date. On January 22, 2018, certain holders of Senior Bridge Notes initiated a lawsuit in the District Court of Hennepin County, Minnesota against the Company, certain of its subsidiaries and certain stockholders. The complaint alleged breach of contract, breach of implied covenant of good faith and fair dealing, fraud/fraudulent misrepresentation, successor liability, unjust enrichment, and breach of fiduciary duty, and sought money damages, interest, costs, disbursements, attorneys’ fees and other equitable relief. On July 31, 2018, the Company paid approximately $1.0 million of principal and interest to the subordinated convertible senior notes payable stockholders in full settlement of this case. Except as described above, there are no currently pending legal proceedings and, as far as we are aware, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject. Long-Term Take-or-Pay Natural Gas Supply Contracts At September 30, 2019, the Company had commitments to purchase natural gas on a take-or-pay basis with three vendors. It is anticipated these are normal purchases that will be necessary for sales, and that any penalties for failing to meet minimum volume requirements will be immaterial. Captive Insurance Prior to the acquisition, Sheehy was self-insured for certain insurance risks with a captive insurance company under SEI. Upon the acquisition of Sheehy from SEI in January 2019 (see Note 2, Acquisitions – Sheehy The letter agreement between the Company and SEI expired on March 1, 2020, however, the underlying Collateral Security Pledge Agreement among the Company, SEI and the captive has not expired and requires the Company’s consent for its amendment. The Company will be responsible for providing sufficient collateral to satisfy the security deposit with the captive if and when it comes to terms with SEI. The Company is also responsible for providing any additional collateral that may be requested by the captive. , Related Party – Off Balance Sheet Arrangements - Collateral Security Pledge Agreement Letter of Credit EAF entered into an incremental natural gas facilities agreement dated February 24, 2014 with Southwest Gas Corporation (“Southwest Gas”). Under the terms of the agreement, Southwest Gas agreed to install a pipeline connecting the station to its existing infrastructure at no upfront cost to EAF, and EAF agreed to use Southwest Gas to transport natural gas to the station through its infrastructure. The term was originally five years but has since been modified to ten years . Each year of the ten-year term, EAF is required to make a payment to Southwest Gas equal to $ 70,565 minus the amount of delivery and demand charges paid by EAF during the applicable contract year. EAF is required to provide financial security in the form of a letter of credit originally in the amount of $ 510,763 , which amount may decrease annually during the term of the agreement and was equal to $ 306,458 as of September 30, 2019 and December 31, 2018. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 - Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. Tax benefits of operating loss carryforwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other circumstances. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Once this threshold has been met, the Company’s measurement of its expected tax benefits is recognized in its financial statements. The Company accrues interest on unrecognized tax benefits as a component of income tax expense. Penalties, if incurred, would be recognized as a component of income tax expense. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 - Subsequent Events Recent Tax Legislation In late March 2020, the U.S. government enacted the Coronavirus Aid Relief and Economic Security Act (the “CARES Act”) in response to the COVID-19 pandemic. The Company has taken advantage of deferring payment of the employer portion of the social security taxes due on remaining payments from enactment of the CARES Act through December 31, 2020, with 50% due by December 31, 2021 and 50% due by December 31, 2022. Impairment of Long-Lived Assets In connection with the appointment of a new Chief Executive Officer effective October 1, 2019, the Company performed an analysis to evaluate the recoverability of the long-lived assets of the CNG Fueling Stations asset group. The Company measured the net carrying value of the asset group against the estimated undiscounted future cash flows associated with it. Because the sum of the expected future net cash flows were less than the net carrying value of the asset group, the Company recorded a $3.5 million impairment loss equal to the amount by which the net carrying value of the asset group exceeded its fair value as of October 1, 2019. Purchase of Fixed Assets On October 15, 2019, the Company entered into an agreement with an existing stockholder to purchase used CNG tractors in exchange for 1,174,800 shares of the Company’s common stock and a warrant to purchase 1,174,800 shares of the Company’s common stock at an exercise price of $2.50 per share. Although the Company has taken possession of the tractors, the issuance of the common stock and the warrant has not yet occurred. Accordingly, the Company has recorded fixed assets of $3.5 million related to the tractors, with an associated $3.5 million as common stock issuable related to the Company’s obligation to issue the common stock and the warrant to purchase common stock. Truckserv Enterprises, LLC. On January 13, 2020, the Company entered into and consummated a definitive agreement to sell substantially all of the assets of its Truckserv maintenance operations, representing those assets related to third party maintenance services provided to operators of commercial vehicles, for a purchase price of $0.45 million. The purchase price is receivable as follows: (i) $10,000 per month, for fifteen months, payable by application against the interest otherwise payable under the JB Lease Note and (ii) $0.3 million applied as partial payment of the outstanding principal balance of the JB Lease Note, which payment was effective on the closing date. Stock Options During February 2020, the Board of Directors approved an increase of the number of available options in the Stock Incentive Plan to a total of 9,250,000 options. During April 2020, the Board of Directors approved an additional increase in the number of available options under the Stock Incentive Plan to a total of 12,000,000 options. During February 2020, the Board of Directors granted 70,000 stock options as compensation to board members with an exercise price of $2.50 and a 10-year life. The options vest ratably over three years. One-quarter (1/4) of the options vest and become exercisable on the grant date. The remaining vest and become exercisable ratably on the first, second, and third anniversaries of the date of grant. From February 2020 through December 2020, the Board of Directors granted an additional 3,324,999 stock options with an exercise price of $2.50 and a 10-year life. For 1,380,000 of the stock options granted, one-quarter (1/4) vest and become exercisable on the grant date, with the remainder vesting and becoming exercisable ratably on the first, second, and third anniversaries of the date of grant. The remaining 1,944,999 stock options granted were fully vested and exercisable on the grant date. Issuance of Common Stock for Debt During February 2020, the Board of Directors approved the conversion of $0.1 million subordinated convertible senior notes payable and related interest into 21,000 shares of common stock. Forbearance Agreement and Incremental Amendment to Financing Agreement The Company previously filed a Current Report on Form 8-K on September 20, 2019, reporting, among other things, the Company’s entry into a $24.5 million Financing Agreement (the “Financing Agreement”) dated September 16, 2019 among the Company, each subsidiary of the Company, various lenders from time to time party thereto, and Cortland Capital Market Services LLC, as administrative agent and collateral agent (“Collateral Agent”). On February 27, 2020, the Company entered into a Forbearance Agreement and Incremental Amendment to Financing Agreement (the “Incremental Amendment”), pursuant to which the Company obtained an additional $3.2 million of term loan commitments (the “Incremental Term Loans”) from Antara Capital on the same terms as its existing term loan commitments provided under the Financing Agreement. The Incremental Term Loans bear interest at 12% per annum. Monthly interest payments will be due in cash, and all outstanding principal and interest will be due on the maturity date. The Incremental Term Loans may be prepaid at any time, subject to payment of a prepayment premium equal to (i) 7% of each prepayment made on or prior to September 16, 2020, and (ii) 5% of each prepayment made after September 16, 2020, but on or prior to September 16, 2021, with no premium due after September 16, 2021. Pursuant to the Incremental Amendment, the Collateral Agent and other lenders agreed to forbear from exercising certain rights, remedies, powers, privileges, and defenses under the Financing Agreement and the other related loan documents during the forbearance period with respect to certain events of default and/or expected or anticipated events of default arising under the Financing Agreement. The Incremental Amendment also suspended the accrual of interest at the post-default rate until the end of the forbearance period. The Company paid a 2% financing fee in connection with its entry into the Incremental Amendment. The Company also reimbursed the Collateral Agent for $0.1 million of fees, costs, and expenses previously accrued under the Financing Agreement and in addition paid fees, costs, and expenses of the Collateral Agent and the lenders newly incurred in connection with the Incremental Amendment. Antara Capital Warrant In connection with the Incremental Amendment the Company issued a warrant (the “Antara Warrant 2020”) to Antara Capital to purchase 3,650,000 shares (the “Antara Warrant Shares 2020”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at an exercise price of $2.50 per share, subject to adjustment for certain distributions, stock splits, and issuances of Common Stock, as an incentive. The issuance of this warrant results in an additional debt discount that will be amortized to interest expense over the term of the det using the effective interest method. The Antara Warrant 2020 is exercisable for ten years from the date of issuance. If the fair market value of the Antara Warrant Shares 2020 is greater than $2.50 at the end of the exercise period, then the Antara Warrant 2020 will be deemed to be exercised automatically and immediately prior to the end of the exercise period. Pursuant to the Antara Warrant 2020, the Company granted Antara Capital preemptive rights to purchase its pro rata share, determined based on the number of shares held by Antara Capital or into which warrants held by Antara Capital (including the Antara Warrant 2020) are exercisable, of capital stock issued by the Company after the issuance date of the Antara Warrants 2020, subject to certain excepted issuances. Sale of Common Stock On February 27, 2020, the Company sold a total of 1,260,000 shares of its Common Stock to related parties for aggregate gross proceeds of $3.2 million pursuant to the terms of a subscription agreement. The Company did not pay any underwriter discounts or commissions in connection with the sale of the shares. The shares of Common Stock sold have the right to convert into securities which bear the same terms as those offered to satisfy the Liquidity Milestone defined in the Incremental Amendment. Amendment to Forbearance Agreement and Second Incremental Amendment to Financing Agreement On March 24, 2020, the Company entered into an amendment to forbearance agreement and second incremental amendment to financing agreement (the “Second Incremental Amendment”), pursuant to which the Company obtained an additional $3.1 million in term loan commitments (the “Second Incremental Term Loans”) from Antara Capital on the same terms as its existing term loan commitments provided under the Financing Agreement. The Second Incremental Term Loans bear interest at 12% per annum. Monthly interest payments will be due in cash, and all outstanding principal and interest will be due on the maturity date. The Second Incremental Term Loans may be prepaid at any time, subject to payment of a prepayment premium equal to (i) 7% of each prepayment made on or prior to September 16, 2020 and (ii) 5% of each prepayment made after September 16, 2020 but on or prior to September 16, 2021, with no premium due after September 16, 2021. The Second Incremental Amendment also suspends the accrual of interest at the post-default rate until the end of the forbearance period. The forbearance period was scheduled to terminate on the earliest of (a) September 30, 2020, (b) the occurrence of any event of default other than the Specified Defaults, or (c) the date on which any breach of any of the conditions or agreements, including without limitation the Affirmative Covenants, provided in the Incremental Amendment or Second Incremental Amendment occurs. The Company paid all fees, costs, and expenses of the Collateral Agent and the lenders incurred in connection with the Incremental Amendment and the Second Incremental Amendment. Waiver and Agreement to Issue Warrant Effective March 31, 2020, the Company entered into a Waiver and Agreement to Issue Warrant (the “Waiver Agreement”) with Antara Capital and the Collateral Agent, pursuant to which modified a certain affirmative covenant and waived another affirmative covenant in the Financing Agreement and, in exchange, the Company agreed to issue to Antara Capital a warrant to purchase up to 3,250,000 shares of the Company’s Common Stock at an exercise price of $2.50 per share as an incentive. The issuance of this warrant results in an additional debt discount that will be amortized to interest expense over the term of the debt using the effective interest method. Second Amendment to Forbearance Agreement and Omnibus Amendment to Loan Agreement On October 20, 2020, the Company entered into a second amendment to forbearance agreement and omnibus amendment to loan documents (the “Omnibus Amendment”). The Omnibus Amendment (i) extended the forbearance period until December 31, 2020, (ii) joined EVO Holding Company, LLC as a borrower under the Financing Agreement, (iii) authorized the Company and/or its subsidiaries to incur unsecured indebtedness of up to $ 10,000,000 under the Paycheck Protection Program of the Coronavirus Aid, Relief, and Economic Security Act, and (iv) extended the timelines under which the Company and its subsidiaries are required to comply with certain affirmative covenants set forth in the Financing Agreement, Incremental Amendment, and Second Incremental Amendment. The Omnibus Amendment contained the following additional covenants: (i) The Company was required to either (a) fully consummate the acquisition by EVO Equipment Leasing, LLC of 89 used CNG tractors on or before December 31, 2020 or (b) issue 1,174,800 shares of the Company’s common stock to the lenders. The Company did not fully consummate the acquisition of the used CNG tractors by December 31, 2020 and was required to issue the 1,174,800 shares of the Company’s common stock to the lenders. (ii) The Company was required to issue to each of the lenders ratably warrants authorizing such lender to, on or after January 1, 2021, purchase its ratable share of up to 500,000 shares of the voting common stock of the Company at the price of $0.01 per share with a 10 year expiration. If the Company or any of its subsidiaries had not repaid or partially repaid the obligations with the net proceeds (in the amount of at least $25.0 million) of a financing under the “Main Street Lending Program” on or before December 31, 2020, then the Company was required to issue an additional 1,000,000 warrants to the lenders. The Company had not repaid the $25.0 million by December 31, 2020 and was therefore required to issue warrants to purchase an aggregate of 1,500,000 shares of the Company’s common stock to the lenders. (iii) All warrants previously issued to lenders, at the election of the lender holding same, will be exchanged without any cash consideration for warrants to purchase for $0.01 per share voting common stock of the Company at the rate of 0.64 warrants for shares of voting common stock of the Company. As a result, warrants to purchase an aggregate of 7,925,000 shares of the Company’s common stock at a price of $2.50 per share were exchanged for an aggregate of 5,072,000 shares of the Company’s common stock at a price of $0.01 per share. Second Omnibus Amendment to Loan Documents On December 14, 2020, the Company entered into a second omnibus amendment to loan documents (the “Second Omnibus Amendment”) to, among other things, authorize EVO Holding Company, LLC, Ritter Transport, Inc., John W. Ritter Trucking, Inc., Johmar Leasing Company, LLC, and Ritter Transportation Systems, Inc., each of which is a subsidiary owned directly or indirectly by the Company, to obtain a Main Street Loan in the amount of up to $17,033,000 under the Main Street Priority Loan Program authorized by Section 13(3) of the Federal Reserve Act. Pursuant to the Second Omnibus Amendment, the forbearance period was terminated and the Collateral Agent and other lenders agreed to waive all existing defaults or events of default under the Financing Agreement that occurred and were continuing as of the date of the Second Omnibus Amendment. The Second Omnibus Amendment also extended the maturity date of the term loans under the Financing Agreement to the date that is ninety-one days after the fifth anniversary of the closing date of the Main Street Loan or the date that is ninety-one days after the date of payment in full in cash of all obligations in respect of the Main Street Loan, whichever occurs first. Redemption of Common Stock and Issuance of Series B Preferred Stock On March 24, 2020, the Company entered into a stock redemption agreement with each of Danny Cuzick (“Cuzick”) and R. Scott Wheeler (“Wheeler”), pursuant to which (i) the Company redeemed 1,200,000 and 60,000 shares of its Common Stock, held by Cuzick and Wheeler, respectively, and (ii) agreed to issue 1,000,000 and 50,000 shares of its Series B Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”), to Cuzick and Wheeler, respectively. In addition, on March 24, 2020, the Company sold a total of 1,000,000 shares of its Series B Preferred Stock to Cuzick for aggregate gross proceeds of $3.0 million pursuant to the terms of a subscription agreement. The subscription agreement granted Cuzick the right to require the Company to repurchase shares of Series B Preferred Stock from Cuzick for an aggregate amount up to fifty percent of the USPS Reimbursements (the “Put Option”). On March 27, 2020, in a separate agreement, the Company and Cuzick entered into a waiver and warrant agreement pursuant to which Cuzick waived his right to exercise the Put Option in exchange for the Company agreeing to issue to Cuzick warrants to purchase up to 3,250,000 shares of Common Stock at an exercise price of $2.50 per share. Series B Preferred Stock On March 24, 2020, the Company filed a Certificate of Designation of Rights and Preferences of Series B Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, which authorizes the Company to issue up to 3,075,000 shares of Series B Preferred Stock. The Series B Preferred Stock ranks senior in preference and priority to the Company’s Common Stock and on par with the Company’s Series A Preferred Stock with respect to dividend and liquidation rights and, except as provided in the Certificate of Designation or otherwise required by law, will vote with the Common Stock on an as converted basis on all matters presented for a vote of the holders of Common Stock, including the election of directors. Holders of Series B Preferred Stock are entitled to four votes for each share of Series B Preferred Stock held on the record date for the determination of the stockholders entitled to vote or, if no record date is established, on the date the vote is taken. An annual, non-compounding dividend accrues on the Series B Preferred Stock at a rate of 10% per annum for five years from the date the Preferred Stock is issued. The dividend is payable, if and when declared by the Board of Directors, in arrears in the form of shares of Series B Preferred Stock at a rate of $3.00 per share, or, at the Company’s option, quarterly in arrears in cash. The holders of the Series B Preferred Stock are entitled to a liquidation preference of $3.00 per share of Series B Preferred Stock plus any accrued but unpaid dividends upon the liquidation of the Company. The Series B Preferred Stock may be redeemed by the Company at any time at a redemption price equal to $3.00 plus all accrued but unpaid dividends, and each holder of Series B Preferred Stock may cause the Company to redeem the holder’s Series B Preferred Stock at any time after March 23, 2025 at a redemption price equal to $3.00 plus all accrued but unpaid dividends. The Series B Preferred Stock is convertible at any time at the option of the holder or the Company at an initial conversion ratio of one share of Common Stock for each share of Series B Preferred Stock. The initial conversion ratio shall be adjusted in the event of any stock splits, stock dividends and other recapitalizations. If the Company is the party electing to exercise the conversion right, it must provide five days’ prior notice to the holders of the Series B Preferred Stock during which the holders of Series B Preferred Stock may elect to exercise their redemption right to receive cash in lieu of the Common Stock that would otherwise be issued by the Company in connection with the conversion. In addition, each share of Series B Preferred Stock will automatically convert to one share of Common Stock (i) if the closing price on all domestic securities exchanges on which the Common Stock may at the time be listed exceeds $3.00 per share for 90 consecutive trading days and the average daily trading volume of the Common Stock is at least 20,000 shares for that same period; (ii) immediately prior to closing a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) relating to an offer and sale of shares of Common Stock that generates gross proceeds of at least $25.0 million; or (iii) immediately prior to effectiveness of a registration statement under the Securities Act covering shares of Common Stock sold in a private offering that generates gross proceeds of at least $25.0 million. If the automatic conversion of Series B Preferred Stock pursuant to subpart (ii) or (iii) of the previous sentence occurs prior to the fifth anniversary of the date of issuance of the Series B Preferred Stock, then all dividends that would have accrued with respect to the Series B Preferred Stock for the period from the conversion date to the fifth anniversary of the issuance date will be deemed to automatically accrue and be treated as accrued and unpaid dividends on such Series B Preferred Stock as of immediately prior to conversion. The approval of the holders of at least a majority of the Series B Preferred Stock, voting together as a separate class, is required for the Company to amend the Certificate of Designation, including by merger or otherwise, to alter or repeal the preferences, rights, privileges or powers of the Series B Preferred Stock in a manner that would adversely affect the rights of the holders of the Series B Preferred Stock. The Certificate of Designation states that the Company will not issue any other class of shares of preferred stock ranking senior to the Series B Preferred Stock. Paycheck Protection Program Loan On April 15, 2020, the Company obtained a loan (the “Loan”) from BOKF, N.A. (dba Bank of Oklahoma) in the amount of $10.0 million under the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. The Loan, which is memorialized by a Note dated April 15, 2020 issued by the Company, was scheduled to mature on April 15, 2022 and bore interest at a rate of 1.00% per annum, payable monthly commencing on November 15, 2020. The Company was able to prepay the Note at any time prior to maturity with no prepayment penalties. The principal amount of the Loan and accrued interest were eligible for forgiveness after eight weeks The Company used the entire Loan amount for qualifying expenses, and the entire amount borrowed under the Loan was forgiven by the United States Small Business Administration (“SBA”) in July 2021. Issuance of Contingent Consideration During June 2020, the Company determined that the performance target specified in the Finkle acquisition had been achieved, and the Company became obligated to issue 870,317 shares of its common stock to satisfy the contingent consideration. The shares of common stock were subsequently issued by the Company during July 2020. COVID-19 Beginning in March 2020, the U.S. and global economies have reacted negatively in response to worldwide concerns due to the economic impacts of COVID-19. These trends, including a potential domestic or global recession, and any potential resulting direct and indirect negative impact to the Company, cannot be accurately predicted. The Company continues to operate its business through the COVID-19 pandemic and has taken numerous additional precautions to ensure the safety of its employees. Specifically, management has implemented measures to enhance the sanitization process of the Company’s equipment and properties, increased the social distancing of its employees by working remotely where possible, and provided driving associates with personal protective equipment (PPE). The Company has incurred additional costs for PPE, sanitizing equipment, and longer work schedules due to distancing measures at facilities served by our drivers and has also lost revenues without corresponding cost reductions due to reduced customer demand driven by COVID-19. We continue to monitor the rapidly evolving situation and guidance from federal, state and local public health authorities. As such, given the dynamic nature of this situation, the Company cannot reasonably estimate the impacts of COVID-19 on our financial condition, results of operations or cash flows in the future. The effects of COVID-19 to date have not been material to our financial statements. However, based on current trends and if the pandemic is not substantially contained in the near future, COVID-19 may have a material adverse impact on our future revenue growth as well as our overall profitability. Further, a sustained downturn may also result in a decrease in the fair value of our goodwill or other long-lived assets, causing them to exceed their carrying value. This may require us to recognize an impairment of those assets. Main Street Priority Loan Program Facility with Commerce Bank of Arizona, Inc. On December 29, 2020, EVO Holding Company, LLC, Ritter Transport, Inc., John W. Ritter Trucking, Inc., Johmar Leasing Company, LLC, and Ritter Transportation Systems, Inc. (collectively, the “Borrowers”), each of which is a subsidiary owned directly or indirectly by the Company, entered into a Loan Agreement dated December 14, 2020 (the “Loan Agreement”) and related documents (together with the Loan Agreement, the “Loan Documents”) for a loan in the amount of up to $17.0 million (the “Main Street Loan”) serviced by Commerce Bank of Arizona, Inc. (“Bank”) as lender under the Main Street Priority Loan Program authorized by Section 13(3) of the Federal Reserve Act. The Borrowers and the Bank subsequently entered into a Modification Agreement to the Loan Agreement dated December 22, 2020 (the “Modification Agreement”) and a Second Modification Agreement to the Loan Agreement dated December 23, 2020 (the “Second Modification Agreement”). The Borrowers used all of the net proceeds of the Main Street Loan to refinance a portion of the amount outstanding under the Financing Agreement discussed above under the caption “Forbearance Agreement and Incremental Amendment to Financing Agreement” and to pay related prepayment premiums. The Main Street Loan has a five-year Accrued but unpaid interest on the Main Street Loan for loan year one (i.e., the period of December 14, 2020 to December 14, 2021) will be added to the principal amount of the Main Street Loan on December 14, 2021. Following the end of loan year one, interest on the Main Street Loan will be payable quarterly on the 14th day of the last month of each calendar quarter (i.e., March 14, June 14, September 14, and December 14 of each year), with the first interest payment due on March 14, 2022. In addition, on December 14, 2023 and December 14, 2024, the Borrowers must make an annual payment of principal plus accrued but unpaid interest in an amount equal to fifteen percent (15%) of the outstanding principal balance of the Main Street Loan. The entire outstanding principal balance of the Main Street Loan, together with all accrued and unpaid interest, is due and payable in full on December 14, 2025. The Borrowers may prepay the Main Street Loan at any time without incurring any prepayment penalties. The Loan Documents contain customary events of default, including, among others, those relating to a failure to make payment, bankruptcy, cross default under other credit facilities, breaches of representations and covenants, and the occurrence of certain events. The Loan Documents also contain customary remedies for a facility of this type, exercisable following the occurrence of an event of default, including, among others, the rights to terminate Bank’s commitment under Loan Agreement, accelerate the maturity date, foreclose the liens and security interests securing the Main Street Loan, and all other rights and remedies available under the Loan Documents and applicable law. As security for the Main Street Loan, the Borrowers granted Bank a security interest in and to substantially all of their respective properties, and the Company guaranteed the payment and performance of the Borrower’s obligations under the Loan Documents. Contribution of Equity of Environmental Alternative Fuels, LLC to EVO Holding Company, LLC In connection with the Main Street Loan, the Company contributed 100% of the issued and outstanding equity of Environmental Alternative Fuels, LLC (“EAF”) to EVO Holding Company, LLC (“EVO Holding”) with the consent of Danny Cuzick as the holder of certain previously disclosed promissory notes that are secured in part by the assets of EAF. In consideration of Danny Cuzick’s consent to the contribution, the Company agreed to (a) indemnify Danny Cuzick for up to $0.5 million in connection with Danny Cuzick’s guaranty of certain obligations of the Company and its subsidiaries to Mercedes-Benz Financial Services USA LLC and (b) issue to Danny Cuzick a warrant (the “Cuzick Warrant”) to purchase up to 1,000,000 shares of common stock of the Company at the cost of $0.01 per share. Danny Cuzick is a member of the Company’s Board. The Cuzick Warrant was offered and sold as part of a private placement solely to “accredited investors” as that term is defined under Rule 501(a) under the Securities Act pursuant to exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. The Company did not pay any underwriter discounts or commissions in connection with the issuance of the Cuzick Warrant. United States Postal Service Settlement On January 19, 2021, the Company and the USPS entered into a settlement agreement whereby the USPS agreed to pay approximately $7.1 million to one of the Company’s subsidiaries for underpayments on transportation services provided to the USPS under certain Dynamic Route Optimization (“DRO”) contracts from January 14, 2018 to September 30, 2020. Subsequently, on February 19, 2021, the Company and the USPS entered into an additional settlement agreement whereby the USPS agreed to pay approximately $17.5 million to certain other Company subsidiaries for underpayments on transportation services provided to the USPS under other DRO contracts from January 14, 2018 to September 30, 2020. In connection with the settlement agreements, the Company and the USPS agreed to make certain adjustments to the Company’s DRO contracts, including rate adjustments effective for the fourth quarter of 2020 and future periods. As a result of those adjustments, the USPS agreed to pay an additional $3.8 million to the Company for transportation services provided in the fourth quarter of 2020. The USPS has made all payments associated with these settlement agreements. Agreement with Triumph Business Capital On March 9, 2021, the Company and Advance Business Capital LLC d/b/a Triumph Business Capital (“Triumph”), the Company’s factoring lender, entered into a Letter-of-Intent and Memo of Understanding (the “Triumph LOI”) related to the application of $17.5 million of proceeds received from the USPS arising out of prior underpayments on certain DRO contracts. Pursuant to the Triumph LOI, the parties agreed that Triumph would remit $11.0 million of net proceeds to the Company and that Triumph would retain approximately $6.9 million of net proceeds and apply that amount to reduce the outstanding principal amount of the Company’s factoring advances. The parties further agreed that EVO will repay the remaining balance of approximately $6.9 million in 48 equal monthly installments beginning January 1, 2022, and that Triumph will apply funds held in reserve against the approximately $800,000 remaining balance for advances that Triumph made to the Company in September 2020. The parties also agreed to work together to wind down their factoring relationship, including waiver of any applicable termination fees. Settlement Agreement and Release On March 17, 2021, the Company entered into a Settlement Agreement and Releases dated March 12, 2021 (the “Settlement Agreement”) between the Company, Midwest Bank (“Midwest”), Dan Thompson II, LLC (“DTII”), Antara Capital LP, Antara Capital Master Fund LP, Antara Capital GP, LLC, Antara Capital Fund GP LLC, CEOF Holdings, LP and Himanshu Gulati (collectively, “Antara Group”), and Danny R. Cuzick, individually and as Holders’ Representative on behalf of Damon R. Cuzick, Theril H. Lund, and Thomas J. Kiley (the “Individual Parties”) related to a draft complaint that Midwest and DTII sent to the Company on or about November 5, 2020 (the “Draft Complaint”), asserting claims based on breach of contract, breach of the implied covenant of good faith and fair dealing, tortious interference with contract and unjust enrichment. The Draft Complaint related to that certain Secured Convertible Promissory Note (the “DTII Note”) in the principal amount of $3,000,000 dated July 20, 2018 issued by the Company to DTII and the note purchase agreement and security agreement related thereto (the “DTII Agreements”). The Company denied all claims asserted by Midwest and DTII and would have asserted various defenses to the Draft Complaint had it been filed. The Settlement Agreement provided for various releases among the parties and their respective representatives, successors, and assigns, including releases arising out of or related to the DTII Note, the DTII Agreements, and all facts, events and occurrences described in the Draft Complaint. The Company denied any liability regarding the Draft Complaint in connection with the Settlement Agreement. Pursuant to the Settlement Agreement, the Company agreed to purchase from Midwest, as successor to DTII, the DTII Note and the DTII Agreements. As consideration for the DTII Note and DTII Agreements, the Company paid $500,000 in cash to Midwest and issued to Midwest a warran |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business EVO Transportation & Energy Services, Inc. is a transportation provider serving the United States Postal Service (“USPS”) and other customers. We are a surface transportation company serving the USPS with approximately 1,000 vehicles in operation as of September 30, 2019. Of these, approximately 200 vehicles operate on compressed natural gas (“CNG”) which makes us the largest user of alternative fuels amongst transportation companies serving the USPS. In certain markets, we fuel our vehicles at one of our five dedicated CNG stations which serve other customers as well. We operate from our headquarters in Phoenix, Arizona and from 15 facilities in 17 states. We have grown primarily through acquisitions, and we have completed seven acquisitions since our initial business combination in 2016. We have also grown organically by obtaining new contracts from the USPS and other customers. The Company completed the following acquisitions subsequent to November 2016: • On February 1, 2017, the Company acquired Environmental Alternative Fuels, LLC (“EAF”) and its wholly owned subsidiary, EVO CNG, LLC. EVO CNG, LLC is engaged in the business of operating compressed natural gas fueling stations. • On June 1, 2018, the Company acquired Thunder Ridge Transport, Inc. (“Thunder Ridge”). Thunder Ridge is based in Springfield, Missouri and is engaged in the business of fulfilling government contracts for freight trucking services, as well as providing freight trucking services to non-government entities. • On November 16, 2018, the Company acquired W.E. Graham, Inc., a trucking company based in Memphis, Tennessee that provides freight and shipping services on behalf of the USPS across Tennessee, Georgia, Alabama and Mississippi. • On January 2, 2019, the Company acquired Sheehy Mail Contractors, Inc. (“Sheehy”). Sheehy is based in Waterloo, Wisconsin and is engaged in the business of fulfilling government contracts for freight trucking services, as well as providing freight trucking services to non-government entities. • On February 1, 2019, the Company acquired Ursa Major Corporation (“Ursa”) and JB Lease Corporation (“JB Lease”). Ursa and JB Lease are based in Oak Creek, Wisconsin and are engaged in the business of fulfilling government contracts for freight trucking services, as well as providing freight trucking services to non-government entities. • On July 15, 2019, the Company acquired Courtlandt and Brown Enterprises L.L.C. (“Courtlandt”) and Finkle Transport Inc. (“Finkle”). Finkle and Courtlandt are based in Newark, New Jersey and are engaged in the business of fulfilling government contracts for freight trucking services, as well as providing freight trucking services to non-government entities. • On September 16, 2019, the Company, through its wholly-owned subsidiary EVO Holding Company, LLC, acquired John W. Ritter, Inc. (“JWR”), Ritter Transportation Systems, Inc. (“Ritter Transportation”), Ritter Transport, Inc. (“Ritter Transport”), and Johmar Leasing Company, LLC (“Johmar,” and together with JWR, Ritter Transportation, and Ritter Transport, the “Ritter Companies”). The Ritter Companies are based in Laurel, Maryland. The Ritter Companies are engaged in the business of fulfilling government contracts for freight trucking services, as well as providing freight trucking services to non-government entities. |
Going Concern | Going Concern As of September 30, 2019, the Company had a cash balance of $2.0 million, a working capital deficit of $55.2 million, stockholders’ deficit of $2.6 million, and material debt and lease obligations of $69.4 million, which included term loan borrowings under a financing agreement with Antara Capital. During the nine months ended September 30, 2019, the Company reported cash used in operating activities of $20.2 million and a net loss of $18.7 million. The following significant transactions and events affecting the Company’s liquidity occurred following the nine months ended September 30, 2019: • During the fourth quarter of 2019, the Company borrowed the remaining $2.1 million available under the Financing Agreement. • During the first quarter of 2020, the Company entered into Forbearance Agreements and Incremental Amendments to the Financing Agreement with Antara Capital and obtained During the fourth quarter of 2020, in connection with the Company’s borrowing under the Main Street Priority Loan Program (as subsequently discussed), the Company paid down the aggregate principal amount due to Antara, including capitalized interest, from $22.5 million at September 30, 2019 (and $31.7 million after the fourth quarter 2019 and first quarter 2020 borrowings) to $16.7 million, the forbearance period related to the remaining Antara debt was terminated and all existing defaults and events of defaults were waived, and the maturity date of the remaining outstanding term loan balance under the Antara Financing Agreement was extended from September 16, 2022 to the earlier of the date that is ninety-one days after the fifth anniversary of the closing date of the Main Street Loan or the date that is ninety-one days after the date the Main Street Loan is paid in full. • During the first quarter of 2020, the Company sold a total of 1,260,000 shares of its common stock and 1,000,000 shares of its Series B preferred stock to related parties for aggregate gross proceeds of $6.2 million pursuant to the terms of subscription agreements. • During the second quarter of 2020, the Company obtained a loan in the amount of $10.0 million under the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. The principal amount of the loan and accrued interest are eligible for forgiveness, and the Company has submitted a request for such forgiveness. • During the fourth quarter of 2020, the Company borrowed $17.0 million under the Main Street Priority Loan Program authorized by Section 13(3) of the Federal Reserve Act (the “Main Street Loan”) and used all of the net proceeds to refinance a portion of the amount outstanding under the Antara Financing Agreement and to pay related prepayment premiums. The entire outstanding principal balance of the Main Street Loan, together with all accrued and unpaid interest, is due and payable in full on December 14, 2025. • During the first quarter of 2021, the Company entered into agreements with the USPS to settle claims submitted by the Company seeking additional compensation for work performed under Dynamic Route Optimization (“DRO”) contracts since 2018. The Company received a total of $28.4 million related to this historical work performed and also renegotiated the contractual rates per mile for some of its DRO contracts on a prospective basis. • During the first quarter of 2021, the Company entered into an agreement with its factoring lender (“Triumph”) related to the application of $17.5 million of proceeds received from the USPS arising out of prior underpayments on certain DRO contracts. Pursuant to the agreement, the parties agreed that Triumph would remit $11.0 million of net proceeds to the Company and that Triumph would retain approximately $6.9 million of net proceeds and apply that amount to reduce the outstanding principal amount of the Company’s factoring advances. The parties further agreed that the Company will repay the remaining balance of approximately $6.9 million due under the factoring arrangement in 48 equal monthly installments beginning January 1, 2022, and that Triumph will apply funds held in reserve against the approximately $0.8 million remaining balance for advances that Triumph made to the Company in September 2020. The parties also agreed to work together to wind down their factoring relationship, including waiver of any applicable termination fees. • During the first and second quarters of 2021, the Company entered into agreements with certain noteholders to purchase promissory notes previously issued by the Company in the principal amount of $0.6 million by paying $0.1 million in cash and issuing warrants to purchase an aggregate of up to 231,453 shares of the Company’s common stock at a price of $0.01 per share. While these transactions and events resulted in an overall increase in the Company’s cash balance as of March 31, 2021, an overall reduction in the Company’s working capital deficit as of March 31, 2021, and an overall extension of the maturity dates for the Company’s debt obligations, the Company continues to have a working capital deficit and stockholders’ deficit as of March 31, 2021 and continues to incur net losses for 2021. As a result of these circumstances, the Company believes its existing cash, together with any positive cash flows from operations, may not be sufficient to support working capital and capital expenditure requirements for the next 12 months, and the Company may be required to seek additional financing from outside sources. In evaluating the Company’s ability to continue as a going concern and its potential need to seek additional financing from outside sources, management also considered the following conditions: • The counterparty to the Company’s accounts receivable factoring arrangement is not obligated to purchase the Company’s accounts receivable or make advances to the Company under such arrangement; • The Company is currently in default on certain of its debt obligations; and • There can be no assurance that the Company will be able to obtain additional financing in the future via the incurrence of additional indebtedness or via the sale of the Company’s common stock or preferred stock. As a result of the circumstances described above, the Company may not have sufficient liquidity to make the required payments on its debt, factoring or leasing obligations; to satisfy future operating expenses; to make capital expenditures; or to provide for other cash needs. Management’s plans to mitigate the Company’s current conditions include: • Negotiating with related parties and 3 rd • Potential future public or private debt or equity offerings; • Acquiring new profitable contracts and negotiating revised pricing for existing contracts; • Profitably expanding trucking revenue; • Cost reduction efforts, including eliminating redundant costs across the companies acquired during 2019 and 2018; • Improvements to operations to gain driver efficiencies; • Purchases of trucks and trailers to reduce purchased transportation; and • Replacement of older trucks with newer trucks to lower the overall cost of ownership and improve cash flow through reduced maintenance and fuel costs. Notwithstanding management’s plans, there can be no assurance that the Company will be successful in its efforts to address its current liquidity and capital resource constraints. These conditions raise substantial doubt about the Company's ability to continue as a going concern for the next twelve months from the issuance of these condensed consolidated financial statements within the Company’s Form 10-Q. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result if the Company is unable to continue as a going concern. Refer to Notes 1, 6, 7 and 11 to the condensed consolidated financial statements for further information regarding the Company’s debt, factoring, and lease obligations, including the future maturities of such obligations. Refer to Note 14 to the condensed consolidated financial statements for further information regarding changes in the Company’s debt obligations and liquidity subsequent to September 30, 2019. |
Seasonality | Seasonality Results of operations generally follow seasonal patterns in the transportation industry. Freight volumes in the first quarter are typically lower due to less consumer demand, consumers reducing shipments following the holiday season, and inclement weather. At the same time, operating costs generally increase, and tractor productivity decreases during the winter months due to decreased fuel efficiency, increased cold weather-related equipment maintenance and repairs, and increased insurance claims and costs due to higher accident frequency from harsh weather. Combined, these factors typically result in lower operating profitability as compared to other periods. Further, beginning in the latter half of the third quarter and continuing into the fourth quarter, the Company typically experiences surges pertaining to online holiday shopping, the length of the holiday season (shopping days between Thanksgiving and Christmas), and holiday surge pricing on USPS contracts. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and therefore should be read in conjunction with the Company’s December 31, 2018 Annual Report on Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting of normal recurring adjustments, have been included. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The balance sheet at December 31, 2018 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures required by accounting principles generally accepted in the United States of America. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The condensed consolidated financial statements include some amounts that are based on management’s best estimates and judgments. The most significant estimates relate to goodwill and long-lived asset valuations, purchase price allocations related to the Company’s business combinations, valuation allowance on deferred income tax assets, and the valuation of our common stock, warrants and stock-based awards. |
Net Loss per Share of Common Stock | Net Loss per Share of Common Stock Basic net loss per share of common stock attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted-average shares of common stock outstanding for the period. Potentially dilutive shares, which are based on the weighted-average shares of common stock underlying outstanding stock-based awards, warrants and convertible senior notes using the treasury stock method or the if-converted method, as applicable, are included when calculating diluted net loss per share of common stock attributable to common stockholders when their effect is dilutive. The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of common stock attributable to common stockholders, because their effect was anti-dilutive: Three and Nine Months Ended September 30, 2019 Three and Nine Months Ended September 30, 2018 Stock options 6,319,250 4,300,000 Warrants 15,081,255 4,296,255 Common stock to be issued upon conversion of Secured convertible promissory notes 1,673,516 1,602,000 Common stock to be issued upon conversion of Redeemable Series A Preferred stock 134,097 100,000 Common stock to be issued upon conversion of Subordinated convertible senior notes payable to stockholders — 31,984 Contingent common stock to be issued upon conversion of related-party accounts payable — 89,092 Common stock to be issued upon conversion of Convertible promissory notes - related parties 7,280,000 7,000,000 Total 30,488,118 17,419,331 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting Pronouncements Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02 – Leases (ASC Topic 842) Leases Adoption Method and Approach – The Company adopted ASU 2016-02 , on January 1, 2019 by applying the ASC Topic 840 Comparative Approach, resulting in the recognition of right-of-use assets and lease liabilities related to its operating and financing leases. Comparative information related to periods prior to January 1, 2019 continues to be reported under the legacy guidance in ASC Topic 840. Practical Expedients – As permitted under ASU 2016-02 (and related ASUs), management elected to apply the package of practical expedients: • Lease Identification – An entity need not reassess whether any expired or existing contracts are or contain leases • Lease Classification – An entity need not reassess the lease classification for any expired or existing leases (for example, all existing leases that were classified as operating leases in accordance with ASC Topic 840 are now classified as operating leases, and all existing leases that were classified as capital leases in accordance with ASC Topic 840 are now classified as finance leases). • Initial Direct Costs – An entity need not reassess initial direct costs for any existing leases. From a lessee perspective, the Company elected the practical expedient related to treating lease and non-lease components as a single lease component for all leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the Right-of-Use (“ROU”) assets and lease liabilities. Adoption Date Impact – The required disclosures regarding the adoption date impact of ASC Topic 842 on the condensed consolidated balance sheet are presented below ( ). December 31, 2018 Opening Balance Adjustments January 1. 2019 Assets Operating lease right-of-use assets $ — $ 4,381 $ 4,381 Favorable lease, net $ 142 $ (142 ) $ — Liabilities Operating lease liabilities $ — $ 4,239 $ 4,239 The Company’s adoption of ASU No. 2016-02 did not have a material impact to the Company’s condensed consolidated statements of operations or its condensed consolidated statements of cash flows, and the Company determined there was no cumulative-effect adjustment to beginning accumulated deficit on the condensed consolidated balance sheet. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting - Equity-Based Payments to Non-Employees The adoption of this standard did not have a material impact to the Company’s condensed consolidated financial statements. Accounting Pronouncements to be Adopted In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) (“ASU 2017-04”), Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement Fair Value Measurement In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Revision of Previously Issued Financial Statements | Revision of Previously Issued Financial Statements During the preparation of the condensed consolidated financial statements for the period ended September 30, 2019, the Company identified an error related to an unrecorded liability within the previously issued financial statements for the year ended December 31, 2017. The previously disclosed amount for net loss for the year ended December 31, 2017 was understated by $1.4 million. Additionally, the previously disclosed amounts for current liabilities and accumulated deficit were understated by $1.4 million as of December 31, 2017 and at each of the subsequent annual and quarterly balance sheet dates through June 30, 2019. The error had no impact on earnings or earnings per share for the interim or annual periods of 2018 and subsequent years. The Company assessed the materiality of the error, both quantitatively and qualitatively, and concluded that the error was not material to any of its previously reported financial statements for annual or interim periods based upon qualitative aspects of the error. However, as the error was large quantitatively, the Company determined that the correction of this error would have a material effect on the financial results for the three and nine months ended September 30, 2019. Accordingly, previously issued financial statements have been revised to correct the error. The revision applies to the previously reported amount for accumulated deficit in the consolidated statement of stockholders’ deficit as of January 1, 2018 and the previously reported amounts for current liabilities and accumulated deficit in the consolidated balance sheets as of March 31, 2018, June 30, 2018, September 30, 2018, December 31, 2018, March 31, 2019, and June 30, 2019. The effect of this revision on the Company’s consolidated balance sheet information is as follows: As of January 1, 2018 (in thousands) Previously Reported Adjustment As Revised Accumulated deficit $ (14,075 ) $ (1,388 ) $ (15,463 ) As of March 31, 2018 (in thousands) Previously Reported Adjustment As Revised Current liabilities $ 5,969 $ 1,388 $ 7,357 Accumulated deficit (13,973 ) (1,388 ) (15,361 ) As of June 30, 2018 (in thousands) Previously Reported Adjustment As Revised Current liabilities $ 11,434 $ 1,388 $ 12,822 Accumulated deficit (16,626 ) (1,388 ) (18,014 ) As of September 30, 2018 (in thousands) Previously Reported Adjustment As Revised Current liabilities $ 12,534 $ 1,388 $ 13,922 Accumulated deficit (19,845 ) (1,388 ) (21,233 ) As of December 31, 2018 (in thousands) Previously Reported Adjustment As Revised Current liabilities $ 21,599 $ 1,388 $ 22,987 Accumulated deficit (20,669 ) (1,388 ) (22,057 ) As of March 31, 2019 (in thousands) Previously Reported Adjustment As Revised Current liabilities $ 50,370 $ 1,388 $ 51,758 Accumulated deficit (28,110 ) (1,388 ) (29,498 ) As of June 30, 2019 (in thousands) Previously Reported Adjustment As Revised Current liabilities $ 51,427 $ 1,388 $ 52,815 Accumulated deficit (35,123 ) (1,388 ) (36,511 ) |
Reclassifications | Reclassifications Certain amounts in the 2018 condensed consolidated financial statements have been reclassified to conform to the 2019 presentation. The reclassifications had no effect on previously reported results of operations or retained deficit. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Schedule of Computation of Diluted Net Loss per Share of Common Stock Attributable to Common Stockholders | The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of common stock attributable to common stockholders, because their effect was anti-dilutive: Three and Nine Months Ended September 30, 2019 Three and Nine Months Ended September 30, 2018 Stock options 6,319,250 4,300,000 Warrants 15,081,255 4,296,255 Common stock to be issued upon conversion of Secured convertible promissory notes 1,673,516 1,602,000 Common stock to be issued upon conversion of Redeemable Series A Preferred stock 134,097 100,000 Common stock to be issued upon conversion of Subordinated convertible senior notes payable to stockholders — 31,984 Contingent common stock to be issued upon conversion of related-party accounts payable — 89,092 Common stock to be issued upon conversion of Convertible promissory notes - related parties 7,280,000 7,000,000 Total 30,488,118 17,419,331 |
Schedule of Effect of Revision on Consolidated Balance Sheet | The effect of this revision on the Company’s consolidated balance sheet information is as follows: As of January 1, 2018 (in thousands) Previously Reported Adjustment As Revised Accumulated deficit $ (14,075 ) $ (1,388 ) $ (15,463 ) As of March 31, 2018 (in thousands) Previously Reported Adjustment As Revised Current liabilities $ 5,969 $ 1,388 $ 7,357 Accumulated deficit (13,973 ) (1,388 ) (15,361 ) As of June 30, 2018 (in thousands) Previously Reported Adjustment As Revised Current liabilities $ 11,434 $ 1,388 $ 12,822 Accumulated deficit (16,626 ) (1,388 ) (18,014 ) As of September 30, 2018 (in thousands) Previously Reported Adjustment As Revised Current liabilities $ 12,534 $ 1,388 $ 13,922 Accumulated deficit (19,845 ) (1,388 ) (21,233 ) As of December 31, 2018 (in thousands) Previously Reported Adjustment As Revised Current liabilities $ 21,599 $ 1,388 $ 22,987 Accumulated deficit (20,669 ) (1,388 ) (22,057 ) As of March 31, 2019 (in thousands) Previously Reported Adjustment As Revised Current liabilities $ 50,370 $ 1,388 $ 51,758 Accumulated deficit (28,110 ) (1,388 ) (29,498 ) As of June 30, 2019 (in thousands) Previously Reported Adjustment As Revised Current liabilities $ 51,427 $ 1,388 $ 52,815 Accumulated deficit (35,123 ) (1,388 ) (36,511 ) |
ASU 2016-02 [Member] | |
Schedule of Adoption Date Impact of ASC Topic 842 on Condensed Consolidated Balance Sheet | Adoption Date Impact – The required disclosures regarding the adoption date impact of ASC Topic 842 on the condensed consolidated balance sheet are presented below ( ). December 31, 2018 Opening Balance Adjustments January 1. 2019 Assets Operating lease right-of-use assets $ — $ 4,381 $ 4,381 Favorable lease, net $ 142 $ (142 ) $ — Liabilities Operating lease liabilities $ — $ 4,239 $ 4,239 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Business Acquisition [Line Items] | |
Schedule of Pro Forma Information | The following unaudited pro forma information combines the historical operations of the Company and the acquired companies giving effect to the business combinations as if they had been consummated on January 1, 2018, the beginning of the comparative periods presented. ($ in thousands, except per share data) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2018 2019 2018 Revenue $ 51,929 $ 43,751 $ 146,842 $ 129,440 Net loss $ (3,329 ) $ (4,680 ) $ (23,718 ) $ (9,429 ) Net loss available to common stockholders $ (3,338 ) $ (4,980 ) $ (23,736 ) $ (9,729 ) Basic and diluted weighted-average common stock outstanding 15,005,617 8,140,231 11,901,637 8,110,170 Basic and diluted loss per common stock, as reported $ (0.22 ) $ (0.61 ) $ (1.99 ) $ (1.20 ) |
Sheehy [Member] | |
Business Acquisition [Line Items] | |
Summary of Fair Value Allocation of Assets Acquired and Liabilities Assumed at the Acquisition Date | The following table summarizes the fair value allocation of the assets acquired and liabilities assumed at the acquisition date and the consideration paid for the acquisition. ($ in thousands) Assets acquired Accounts receivable - trade $ 376 Alternative fuels tax credit receivable 30 Due from related party 252 Prepaid expenses and other current assets 302 Property and equipment 3,091 Goodwill 4,051 Trade names 320 Customer relationships 650 Non-competition agreements 90 Right-of-use assets 5,878 Other long-term assets 3 Total assets acquired 15,043 Liabilities assumed Accounts payable (2,908 ) Accrued expenses (1,183 ) Debt (2,639 ) Operating lease liabilities (4,476 ) Finance lease liabilities (1,552 ) Total liabilities assumed (12,758 ) Net assets acquired $ 2,285 Consideration paid Fair value of 2,240,000 shares of common stock issuable $ 2,285 Total $ 2,285 |
Ursa and JB Lease [Member] | |
Business Acquisition [Line Items] | |
Summary of Fair Value Allocation of Assets Acquired and Liabilities Assumed at the Acquisition Date | The following table summarizes the fair value allocation of the assets acquired and liabilities assumed at the acquisition date and the consideration paid for the acquisition. ($ in thousands) Assets acquired Cash $ 3,743 Account receivable - trade 579 Prepaids and other current assets 1,646 Property and equipment 15,509 Goodwill 6,881 Trade names 1,300 Customer relationships 200 Non-competition agreements 80 Right-of-use assets 2,180 Other long-term assets 32 Total assets acquired 32,150 Liabilities assumed Accounts payable (5,641 ) Accrued expenses (1,493 ) Operating lease liabilities (2,180 ) Long-term debt (11,199 ) Deferred tax liabilities (1,891 ) Total liabilities assumed (22,404 ) Net assets acquired $ 9,746 Consideration paid Fair value of 800,000 shares of common stock issuable $ 816 Cash 2,500 Promissory note 6,430 Total $ 9,746 |
Finkle and Courtlandt [Member] | |
Business Acquisition [Line Items] | |
Summary of Fair Value Allocation of Assets Acquired and Liabilities Assumed at the Acquisition Date | The following table summarizes the fair value allocation of the assets acquired and liabilities assumed at the acquisition date and the consideration paid for the acquisition. ($ in thousands) Assets acquired Cash $ 2 Prepaid expenses and other current assets 113 Property and equipment 6,778 Goodwill 2,384 Trade names 60 Customer relationships 700 Non-competition agreements 5 Right-of-use assets 2,172 Total assets acquired 12,214 Liabilities assumed Accrued expenses (199 ) Debt (5,049 ) Operating lease liabilities (2,105 ) Finance lease liabilities (113 ) Deferred tax liability (1,511 ) Total liabilities assumed (8,977 ) Net assets acquired $ 3,237 Consideration paid Fair value of 1,250,000 shares of common stock $ 1,987 Cash 1,250 Fair value of contingent consideration — Total $ 3,237 |
Ritter Companies [Member] | |
Business Acquisition [Line Items] | |
Summary of Fair Value Allocation of Assets Acquired and Liabilities Assumed at the Acquisition Date | The following table summarizes the fair value allocation of the assets acquired and liabilities assumed at the acquisition date and the consideration paid for the acquisition. ($ in thousands) Assets acquired Cash $ 1,134 Accounts receivable - trade 3,774 Prepaid expenses and other current assets 830 Property and equipment 13,650 Goodwill 8,704 Trade names 190 Customer relationships 310 Non-competition agreements 110 Right-of-use assets 1,515 Other long-term assets 426 Total assets acquired 30,643 Liabilities assumed Accounts payable and accrued expenses (2,105 ) Debt (499 ) Operating lease liabilities (1,515 ) Deferred tax liabilities (2,447 ) Total liabilities assumed (6,566 ) Net assets acquired $ 24,077 Consideration paid Cash $ 20,611 Fair value of 2,440,982 shares of common stock 3,466 Total $ 24,077 |
Thunder Ridge [Member] | |
Business Acquisition [Line Items] | |
Summary of Fair Value Allocation of Assets Acquired and Liabilities Assumed at the Acquisition Date | The following table summarizes the fair value allocation of the consideration transferred to the assets acquired and liabilities assumed at the acquisition date. ($ in thousands) Assets acquired Accounts receivable - trade $ 2,062 Prepaids and other current assets 160 Trade names 460 Non-competition agreement 40 Customer relationships 2,330 Goodwill 2,887 Deposits 205 Property and equipment 208 Total assets acquired 8,352 Liabilities assumed Accounts payable (1,027 ) Accrued expenses (1,573 ) Factored receivable advance (1,231 ) Lines-of-credit (422 ) Long-term debt (187 ) Fuel discount advance (997 ) Total liabilities assumed (5,437 ) Net assets acquired $ 2,915 Consideration paid Fair value of 500,000 shares of common stock $ 415 Promissory note 2,500 Total $ 2,915 |
Balance Sheet Disclosures (Tabl
Balance Sheet Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Balance Sheet Disclosures [Abstract] | |
Schedule of Property and Equipment | Property and equipment are summarized as follows: ($ in thousands) September 30, 2019 December 31, 2018 Tractors, trailers, and other vehicles $ 35,629 $ 378 Equipment 6,302 3,330 Buildings 3,849 3,849 Land 976 976 Leasehold improvements 314 — Office and computer equipment 23 38 47,093 8,571 Less accumulated depreciation (4,188 ) (967 ) $ 42,905 $ 7,604 |
Schedule of Goodwill | Goodwill consists of the following: ($ in thousands) September 30, 2019 December 31, 2018 Beginning balance $ 2,887 $ — Acquisitions 22,020 2,887 Reduction of goodwill (1,018 ) — $ 23,889 $ 2,887 |
Schedule of Intangible Assets | Intangible assets consist of the following: September 30, 2019 December 31, 2018 ($ in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 4,604 $ (736 ) $ 3,868 $ 2,744 $ (312 ) $ 2,432 Trade names 2,416 (274 ) 2,142 546 (117 ) 429 Favorable leases — — — 307 (165 ) 142 Non-competition agreements 325 (37 ) 288 40 (6 ) 34 $ 7,345 $ (1,047 ) $ 6,298 $ 3,637 $ (600 ) $ 3,037 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Financial Information by Segment | The following tables present the Company’s financial information by segment. Management does not use assets by segment to evaluate performance or allocate resources. Therefore, we do not disclose assets by segment. For the Nine Months Ended September 30, 2019 ($ in thousands) Trucking CNG Fueling Stations Corporate and Unallocated Total Revenue $ 111,375 $ 708 $ — $ 112,083 Operating expenses excluding depreciation and amortization $ (120,799 ) $ (746 ) $ (5,594 ) $ (127,139 ) Depreciation and amortization $ (4,260 ) $ (377 ) $ (157 ) $ (4,794 ) Net loss $ (16,183 ) $ (453 ) $ (2,025 ) $ (18,661 ) For the Three Months Ended September 30, 2019 ($ in thousands) Trucking CNG Fueling Stations Corporate and Unallocated Total Revenue $ 47,159 $ 97 $ — $ 47,256 Operating expenses excluding depreciation and amortization $ (50,449 ) $ 205 $ (2,837 ) $ (53,081 ) Depreciation and amortization $ (1,785 ) $ (113 ) $ (138 ) $ (2,036 ) Net loss $ (6,293 ) $ 181 $ 1,896 $ (4,216 ) For the Nine Months Ended September 30, 2018 ($ in thousands) Trucking CNG Fueling Stations Corporate and Unallocated Total Revenue $ 10,212 $ 1,112 $ — $ 11,324 Operating expenses excluding depreciation and amortization $ (11,111 ) $ (2,147 ) $ (1,716 ) $ (14,974 ) Depreciation and amortization $ (97 ) $ (413 ) $ — $ (510 ) Net loss $ (1,151 ) $ (1,846 ) $ (2,462 ) $ (5,459 ) For the Three Months Ended September 30, 2018 ($ in thousands) Trucking CNG Fueling Stations Corporate and Unallocated Total Revenue $ 8,235 $ 415 $ — $ 8,650 Operating expenses excluding depreciation and amortization $ (9,007 ) $ (1,560 ) $ 69 $ (10,498 ) Depreciation and amortization $ (14 ) $ (86 ) $ — $ (100 ) Net loss $ (907 ) $ (1,628 ) $ (378 ) $ (2,913 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Due from Related Party | ($ in thousands) September 30, 2019 January 2, 2019 (Acquisition date) Due to Sheehy Enterprises, Inc. $ (375 ) $ (440 ) Due from North American Dispatch Systems 777 777 Officer — (85 ) $ 402 $ 252 |
Factoring Arrangements (Tables)
Factoring Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Factoring With Recourse [Abstract] | |
Schedule of Earned and Unearned Components Included in Advances from Factoring Arrangement | Earned and unearned components included in Advances from factoring arrangement are as follows: ($ in thousands) September 30, 2019 December 31, 2018 Purchased accounts receivable $ 8,774 $ 5,331 Unearned future contract advances 9,770 — Total $ 18,544 $ 5,331 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consists of: September 30, 2019 December 31, 2018 ($ in thousands) (Unaudited) (a) $24.5 million Term Loan $ 22,512 $ — (b) $1.3 million note payable 863 951 (c) Four promissory notes with an aggregate principal amount of $9.5 million 9,500 9,500 (d) One subordinated senior note payable to a stockholder with interest at 16% and maturity during October 2017. 75 75 (e) $3.8 million senior promissory note 3,800 3,800 (f) $4.0 million promissory note 4,000 4,000 (g) $4.0 million Secured Convertible Promissory Notes (“Secured Convertible Notes”) 4,184 4,040 (h) $2.5 million promissory note - stockholder 2,032 2,387 (i) $0.3 million note payable 244 281 (j) Three equipment notes payable 30 101 (k) Thunder Ridge supplier advance 940 978 (l) $6.4 million promissory note - stockholder 6,423 — (m) Various notes payable acquired from JB Lease 5,037 — (n) $0.8 million note payable 718 — (o) $0.3 million note payable 240 — (p) $3.8 million note payable 3,350 — (q) Equipment notes payable acquired from Sheehy 879 — (r) Notes payable acquired from Sheehy 829 — (s) $0.2 million note payable 182 — (t) Notes payable acquired from Ritter 499 — (u) Finkle equipment notes 5,364 — (v) $0.4 million promissory note - stockholder 400 — Line of credit — 317 Total before debt issuance cost and debt discount 72,101 26,430 Debt issuance costs (744 ) (416 ) Debt discount (16,959 ) (8,087 ) 54,398 17,927 Less current portion (28,755 ) (6,848 ) $ 25,643 $ 11,079 |
Redeemable Stock and Stockhol_2
Redeemable Stock and Stockholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Summary of Activity for Warrants Outstanding | The following table summarizes the warrants outstanding and exercisable as of September 30, 2019 and December 31, 2018, and is inclusive of the warrants further described in Note 9, Stock-based Compensation Number of Shares Weighted Average Exercise Price December 31, 2018: Outstanding 4,296,255 $ 3.34 Exercisable 3,296,256 $ 2.84 September 30, 2019: Outstanding 15,081,255 $ 1.88 Exercisable 14,414,589 $ 1.69 Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding - December 31, 2018 1,161,099 $ 4.65 6.9 $ — Outstanding - September 30, 2019 1,161,099 $ 4.65 6.1 $ — Exercisable - September 30, 2019 494,433 $ 2.84 6.0 $ — |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Option Activity | The following table presents the stock option activity for the nine months ended September 30, 2019: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding - December 31, 2018 4,700,000 $ 2.50 9.3 $ — Granted 1,769,250 2.50 Exercised — — — Cancelled (150,000 ) — Outstanding - September 30, 2019 6,319,250 $ 2.50 9.0 $ — Exercisable - September 30, 2019 5,519,250 $ 2.50 8.8 $ — |
Summary of Assumptions Used to Estimate Fair Value of Stock Options Granted | The following table summarizes the assumptions used to estimate the fair value of stock options granted during the nine months ended September 30: 2019 2018 Approximate risk-free rate 1.6% - 2.5% 2.8% - 3.1% Expected life (in years) 5.3 - 7.0 7.0 Dividend yield —% —% Volatility 41.3% - 44.3% 55% |
Summary of Activity for Warrants Outstanding | The following table summarizes the warrants outstanding and exercisable as of September 30, 2019 and December 31, 2018, and is inclusive of the warrants further described in Note 9, Stock-based Compensation Number of Shares Weighted Average Exercise Price December 31, 2018: Outstanding 4,296,255 $ 3.34 Exercisable 3,296,256 $ 2.84 September 30, 2019: Outstanding 15,081,255 $ 1.88 Exercisable 14,414,589 $ 1.69 Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding - December 31, 2018 1,161,099 $ 4.65 6.9 $ — Outstanding - September 30, 2019 1,161,099 $ 4.65 6.1 $ — Exercisable - September 30, 2019 494,433 $ 2.84 6.0 $ — |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of Balances Recorded in Condensed Consolidated Balance Sheet Related to Lease Arrangements | At September 30, 2019, the Company had the following balances recorded in the condensed consolidated balance sheet related to its lease arrangements: ($ in thousands) Classification September 30, 2019 Assets Operating leases Right-of-use-asset $ 11,448 Finance leases Right-of-use-asset 3,599 Liabilities Current: Operating leases Operating lease liabilities, current portion 3,742 Finance leases Finance lease liabilities, current portion 953 Non-current: Operating leases Operating lease liabilities, less current portion 7,310 Finance leases Finance lease liabilities, less current portion 2,955 |
Schedule of Components of Lease Cost | Components of lease cost are as follows: ($ in thousands) Three months ended September 30, 2019 Nine months ended September 30, 2019 Finance lease costs: Amortization of ROU assets $ 453 $ 776 Interest on lease assets 250 271 Operating lease costs 772 2,881 Short-term lease costs 1,910 5,502 Variable lease costs 70 240 Total $ 3,455 $ 9,670 |
Schedule of Supplemental Cash Flow Information and Non-Cash Activity Related to Leases | Supplemental cash flow information and non-cash activity related to our leases are as follows: ($ in thousands) Nine months ended September 30, 2019 Supplemental cash flow information: Cash paid for amounts included in the measurement of lease liabilities Financing cash flows from finance leases $ 664 Operating cash flows from finance lease interest expense 271 Operating cash flows from operating leases 3,173 Non-cash activity Right-of-use assets obtained in exchange for lease obligations: Finance lease liabilities – recognized as of ASC 842 adoption 1,493 Operating lease liabilities – recognized as of ASC 842 adoption 3,040 Finance lease liabilities – recognized as a result of 2019 business combinations 1,666 Operating lease liabilities – recognized as a result of 2019 business combinations 10,276 |
Schedule of Weighted-Average Remaining Lease-Term and Discount Rate | Weighted-average remaining lease term and discount rate for our leases are as follows: September 30, 2019 Weighted-average remaining lease term (years) Finance leases 3.8 Operating leases 5.1 Weighted-average discount rate Finance leases 10 % Operating leases 15 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities by fiscal year for our leases are as follows: ($ in thousands) Operating Leases Finance Leases Remainder of 2019 $ 1,363 $ 341 2020 4,681 1,517 2021 3,220 895 2022 2,161 871 2023 849 859 Thereafter 2,935 339 Total lease payments $ 15,209 $ 4,822 Less: Imputed interest (4,157 ) (914 ) Present value of lease liabilities $ 11,052 $ 3,908 |
Schedule of Future Minimum Lease Commitments Under ASC Topic 840 | Future minimum lease commitments as of December 31, 2018, under ASC Topic 840, the predecessor to Topic 842, are as follows: Year Ending December 31, 2019 $ 1,655 2020 1,007 2021 552 2022 504 2023 187 Thereafter 39 $ 3,944 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) | Sep. 16, 2019USD ($) | Oct. 31, 2018USD ($) | Mar. 31, 2021USD ($)Installment | Dec. 31, 2020USD ($) | Mar. 31, 2020USD ($)shares | Sep. 30, 2019USD ($)shares | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2019USD ($)VehicleStationAcquisitionshares | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Apr. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Feb. 27, 2020shares | Dec. 31, 2019USD ($) | Oct. 31, 2019USD ($) | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($)shares | Jan. 01, 2018USD ($) |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Number of vehicles used in operation | Vehicle | 1,000 | ||||||||||||||||||||||
Number of acquisitions completed | Acquisition | 7 | ||||||||||||||||||||||
Cash | $ 1,967,000 | $ 1,967,000 | $ 1,630,000 | ||||||||||||||||||||
Working capital deficit | 55,200,000 | 55,200,000 | |||||||||||||||||||||
Stockholders' deficit | (2,584,000) | $ (11,078,000) | $ (15,871,000) | $ (12,369,000) | $ (10,785,000) | $ (11,526,000) | (2,584,000) | $ (12,369,000) | $ (14,163,000) | $ (11,666,000) | |||||||||||||
Operating cash flows | (20,152,000) | (4,225,000) | |||||||||||||||||||||
Net loss | 4,216,000 | 7,010,000 | 7,435,000 | 2,913,000 | 2,648,000 | (102,000) | 18,661,000 | 5,459,000 | 1,400,000 | ||||||||||||||
Material debt & lease obligation | $ 69,400,000 | $ 69,400,000 | |||||||||||||||||||||
Common stock, shares issued | shares | 7,199,696 | 7,199,696 | 2,258,530 | ||||||||||||||||||||
Repayment of factor advances | $ 100,000 | ||||||||||||||||||||||
Accumulated deficit | $ 40,718,000 | 36,511,000 | 29,498,000 | 21,233,000 | 18,014,000 | 15,361,000 | $ 40,718,000 | 21,233,000 | 1,400,000 | $ 22,057,000 | $ 15,463,000 | ||||||||||||
Current liabilities | 74,702,000 | $ 52,815,000 | $ 51,758,000 | $ 13,922,000 | $ 12,822,000 | $ 7,357,000 | 74,702,000 | $ 13,922,000 | $ 1,400,000 | $ 22,987,000 | |||||||||||||
ASU 2016-02 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | |||||||||||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Accumulated deficit | $ 0 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Stockholders' deficit | 1,000 | 1,000 | |||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Aggregate gross proceeds | $ 6,200,000 | ||||||||||||||||||||||
Subsequent Event [Member] | USPS [Member] | |||||||||||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Compensation Received For Work Performed Under Settlement Agreement | $ 28,400,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Preferred stock, shares issued | shares | 1,000,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Common stock, shares issued | shares | 1,260,000 | 1,260,000 | |||||||||||||||||||||
Subsequent Event [Member] | Paycheck Protection Program Loan CARES Act [Member] | |||||||||||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Principal amount | $ 10,000,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Main Street Loan [Member] | |||||||||||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Principal amount | $ 17,000,000 | ||||||||||||||||||||||
Maturity date | Dec. 14, 2025 | ||||||||||||||||||||||
Forecast [Member] | Triumph Business Capital [Member] | Letter of Intent and Memo of Understanding [Member] | |||||||||||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Proceeds from factor advances | 17,500,000 | ||||||||||||||||||||||
Repayment of factor advances | 11,000,000 | ||||||||||||||||||||||
Amount retained to reduce outstanding principal amount of factoring advances | $ 6,900,000 | ||||||||||||||||||||||
Number of installments for repayment | Installment | 48 | ||||||||||||||||||||||
Frequency of payments | monthly | ||||||||||||||||||||||
Date of first required payment | Jan. 1, 2022 | ||||||||||||||||||||||
Funds held in reserve against advances | $ 800,000 | ||||||||||||||||||||||
Term Loan [Member] | |||||||||||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Principal amount | 24,500,000 | $ 24,500,000 | |||||||||||||||||||||
Maturity date | Sep. 16, 2022 | ||||||||||||||||||||||
2018 Convertible Notes [Member] | Forecast [Member] | Note Purchase Agreements and Releases [Member] | |||||||||||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Principal amount | $ 600,000 | $ 600,000 | |||||||||||||||||||||
Notes payable in cash | $ 100,000 | $ 100,000 | |||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 231,453 | 231,453 | |||||||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||||||||
Antara Financing Agreement [Member] | |||||||||||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Principal amount | 22,500,000 | $ 22,500,000 | |||||||||||||||||||||
Antara Financing Agreement [Member] | Term Loan [Member] | |||||||||||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Debt borrowed | $ 22,400,000 | $ 2,100,000 | |||||||||||||||||||||
Debt instrument, description | The Term Loan may be prepaid at any time, subject to payment of a prepayment premium of (1) 7% for each early payments made or coming due on or prior to September 16, 2020, (2) after September 16, 2020, 5% for each early payment made or coming due on or prior to September 16, 2021, and (3) thereafter, no premium shall be due. Proceeds are to be used to (i) effect the Ritter acquisition, (ii) to refinance and retire existing indebtedness, and (iii) general working capital needs. | ||||||||||||||||||||||
Principal amount | $ 24,500,000 | ||||||||||||||||||||||
Maturity date | Sep. 16, 2022 | ||||||||||||||||||||||
Antara Financing Agreement [Member] | Term Loan [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Debt borrowed | $ 2,100,000 | ||||||||||||||||||||||
Antara Financing Agreement [Member] | Incremental Term Loans [Member] | Forecast [Member] | |||||||||||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Forbearance agreement terms | an additional $6.3 million in term loan commitments and the lenders agreed to forbear from exercising certain rights, remedies, powers, privileges, and defenses under the Financing Agreement during the forbearance period. These incremental borrowings were subject to the same terms as the Company’s existing term loan commitments with Antara Capital. | ||||||||||||||||||||||
Additional term loan commitments | $ 6,300,000 | ||||||||||||||||||||||
Loan Agreement [Member] | Main Street Loan [Member] | |||||||||||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Principal amount due | $ 22,500,000 | $ 22,500,000 | |||||||||||||||||||||
Debt instrument, description | the forbearance period related to the remaining Antara debt was terminated and all existing defaults and events of defaults were waived, and the maturity date of the remaining outstanding term loan balance under the Antara Financing Agreement was extended from September 16, 2022 to the earlier of the date that is ninety-one days after the fifth anniversary of the closing date of the Main Street Loan or the date that is ninety-one days after the date the Main Street Loan is paid in full. | ||||||||||||||||||||||
Loan Agreement [Member] | Subsequent Event [Member] | Main Street Loan [Member] | |||||||||||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Principal amount due | $ 16,700,000 | $ 31,700,000 | $ 31,700,000 | ||||||||||||||||||||
CNG [Member] | |||||||||||||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Number of vehicles used in operation | Vehicle | 200 | ||||||||||||||||||||||
Number of fueling stations | Station | 1 | ||||||||||||||||||||||
Number of dedicated stations | Station | 5 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Schedule of Computation of Diluted Net Loss per Share of Common Stock Attributable to Common Stockholders (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Amount of potentially dilutive shares excluded from computation of diluted net loss per share of common stock | 30,488,118 | 17,419,331 | 30,488,118 | 17,419,331 |
Stock Option [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Amount of potentially dilutive shares excluded from computation of diluted net loss per share of common stock | 6,319,250 | 4,300,000 | 6,319,250 | 4,300,000 |
Warrants [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Amount of potentially dilutive shares excluded from computation of diluted net loss per share of common stock | 15,081,255 | 4,296,255 | 15,081,255 | 4,296,255 |
Secured Convertible Promissory Notes [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Amount of potentially dilutive shares excluded from computation of diluted net loss per share of common stock | 1,673,516 | 1,602,000 | 1,673,516 | 1,602,000 |
Redeemable Series A Preferred Stock [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Amount of potentially dilutive shares excluded from computation of diluted net loss per share of common stock | 134,097 | 100,000 | 134,097 | 100,000 |
Subordinated Convertible Senior Notes Payable to Stockholders [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Amount of potentially dilutive shares excluded from computation of diluted net loss per share of common stock | 31,984 | 31,984 | ||
Related-party Accounts Payable [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Amount of potentially dilutive shares excluded from computation of diluted net loss per share of common stock | 89,092 | 89,092 | ||
Convertible Promissory Notes - Related Parties [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Amount of potentially dilutive shares excluded from computation of diluted net loss per share of common stock | 7,280,000 | 7,000,000 | 7,280,000 | 7,000,000 |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Schedule of Adoption Date Impact of ASC Topic 842 on Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Assets | |||
Operating lease right-of-use assets | $ 11,448 | $ 4,381 | |
Favorable lease, net | 6,298 | $ 3,037 | |
Liabilities | |||
Operating lease liabilities | $ 11,052 | 4,239 | |
Off-Market Favorable Lease [Member] | |||
Assets | |||
Favorable lease, net | 142 | ||
Previously Reported [Member] | Off-Market Favorable Lease [Member] | |||
Assets | |||
Favorable lease, net | $ 142 | ||
Opening Balance Revision [Member] | |||
Assets | |||
Operating lease right-of-use assets | 4,381 | ||
Liabilities | |||
Operating lease liabilities | 4,239 | ||
Opening Balance Revision [Member] | Off-Market Favorable Lease [Member] | |||
Assets | |||
Favorable lease, net | $ (142) |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Schedule of Effect of Revision on Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||
Accumulated deficit | $ (40,718) | $ (36,511) | $ (29,498) | $ (22,057) | $ (21,233) | $ (18,014) | $ (15,361) | $ (15,463) | $ (1,400) |
Current liabilities | $ 74,702 | 52,815 | 51,758 | 22,987 | 13,922 | 12,822 | 7,357 | $ 1,400 | |
Previously Reported [Member] | |||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||
Accumulated deficit | (35,123) | (28,110) | (20,669) | (19,845) | (16,626) | (13,973) | (14,075) | ||
Current liabilities | 51,427 | 50,370 | 21,599 | 12,534 | 11,434 | 5,969 | |||
Adjustment [Member] | |||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||
Accumulated deficit | (1,388) | (1,388) | (1,388) | (1,388) | (1,388) | (1,388) | $ (1,388) | ||
Current liabilities | $ 1,388 | $ 1,388 | $ 1,388 | $ 1,388 | $ 1,388 | $ 1,388 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | Apr. 07, 2020 | Nov. 18, 2019 | Nov. 07, 2019 | Sep. 16, 2019 | Aug. 30, 2019 | Jul. 19, 2019 | Feb. 01, 2019 | Jan. 04, 2019 | Jan. 02, 2019 | Jun. 01, 2018 | Nov. 18, 2018 | Sep. 30, 2019 | May 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||
Goodwill | $ 23,889,000 | $ 2,887,000 | ||||||||||||
Payment of cash | $ 19,482,000 | |||||||||||||
W.E. Graham [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Percentage of outstanding common stock | 100.00% | |||||||||||||
Acquisition of cash payment | $ 200,000 | |||||||||||||
Purchase of notes payable | $ 300,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Warrants issued | 4,375,000 | |||||||||||||
JB Lease [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payment of cash | $ 2,500,000 | |||||||||||||
Business acquisition debt assumed | 11,200,000 | |||||||||||||
JB Lease [Member] | Promissory Note [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Principal amount | $ 6,400,000 | |||||||||||||
Interest rate | 9.00% | |||||||||||||
Debt instrument maturity, description | maturity date of August 2020 | |||||||||||||
Debt instrument, description | The JB Lease Note is interest-free until June 1, 2019, and is secured by 100% of the equity in Ursa and JB Lease. Beginning June 1, 2019, the JB Lease Note provides for monthly principal and interest payments of $50,000 and bears interest at a rate of 9% per annum, which interest is payable monthly in advance beginning June 1, 2019. | |||||||||||||
Interest payments | $ 50,000 | |||||||||||||
Subsequent Event [Member] | Intercompany Agreement [Member] | Sheehy Enterprises, Inc. [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Accrued interest - related party | $ 40,000 | |||||||||||||
Payment of principal amount to Peck | $ 400,000 | |||||||||||||
Subsequent Event [Member] | Intercompany Agreement [Member] | Sheehy Enterprises, Inc. [Member] | Common Stock [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Debt repayment in the form shares | 35,156 | 35,156 | ||||||||||||
Subsequent Event [Member] | Promissory Note [Member] | Intercompany Agreement [Member] | Sheehy Enterprises, Inc. [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Outstanding balance | $ 400,000 | |||||||||||||
Accrued interest - related party | $ 40,000 | |||||||||||||
Maximum [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Interest rate | 5.10% | |||||||||||||
Minimum [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Interest rate | 3.90% | |||||||||||||
Sheehy [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination, common stock issued | 2,240,000 | |||||||||||||
Description of acquisition agreement | Under the Sheehy acquisition agreement, at any time from April 1, 2020, until October 31, 2020, the Sheehy stockholders may request the Company to net settle in cash any number of the 2,240,000 common shares from the acquisition with a fair market value of up to $1.2 million as of the date of the redemption request. | |||||||||||||
Goodwill | $ 4,051,000 | |||||||||||||
Business acquisition debt assumed | 2,639,000 | |||||||||||||
Business combination total consideration | 2,285,000 | |||||||||||||
Sheehy [Member] | Sheehy Enterprises, Inc. [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Lease agreement monthly payment | $ 92,000 | |||||||||||||
Lease agreement payment period | 44 months | |||||||||||||
Debt instrument maturity, description | maturity date of March 3, 2019 | |||||||||||||
Increased principal amount if not repaid on maturity date | $ 450,000 | $ 450,000 | ||||||||||||
Common stock, par value | $ 2.50 | |||||||||||||
Sheehy [Member] | Promissory Note [Member] | Sheehy Enterprises, Inc. [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Principal amount | $ 400,000 | 400,000 | ||||||||||||
Interest rate | 5.65% | |||||||||||||
Sheehy [Member] | Subsequent Event [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Shares issued upon conversion | $ 1,200,000 | |||||||||||||
Sheehy [Member] | Put Option [Member] | Maximum [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Exchange of common stock fair value | 1,200,000 | |||||||||||||
Ursa [Member] | Common Stock [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination, common stock issued | 800,000 | |||||||||||||
Ursa and JB Lease [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination, common stock issued | 800,000 | |||||||||||||
Goodwill | $ 6,881,000 | |||||||||||||
Business acquisition debt assumed | 11,199,000 | |||||||||||||
Business combination, cash paid at closing | 2,500,000 | |||||||||||||
Business combination total consideration | $ 9,746,000 | |||||||||||||
Finkle and Courtlandt [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination, common stock issued | 1,250,000 | |||||||||||||
Goodwill | $ 2,384,000 | $ 2,400,000 | ||||||||||||
Business acquisition debt assumed | $ 5,049,000 | |||||||||||||
Business acquisition, effective date | Jul. 15, 2019 | |||||||||||||
Business combination, cash paid at closing | $ 1,250,000 | |||||||||||||
Business combination, estimated contingent liability related to earnout | 0 | $ 0 | ||||||||||||
Business combination total consideration | $ 3,237,000 | |||||||||||||
Finkle and Courtlandt [Member] | Common Stock [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination, common stock issued | 1,250,000 | |||||||||||||
Finkle and Courtlandt [Member] | Maximum [Member] | Common Stock [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination, earnout of additional common shares issued | 1,000,000 | |||||||||||||
Ritter Companies [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination, common stock issued | 2,440,982 | |||||||||||||
Goodwill | $ 8,704,000 | |||||||||||||
Business acquisition debt assumed | $ 499,000 | |||||||||||||
Business acquisition, effective date | Sep. 16, 2019 | |||||||||||||
Business combination, cash paid at closing | $ 20,611,000 | |||||||||||||
Business combination total consideration | $ 24,077,000 | |||||||||||||
Ritter Companies [Member] | Common Stock [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination, common stock issued | 2,440,982 | |||||||||||||
Thunder Ridge [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination, common stock issued | 500,000 | |||||||||||||
Principal amount | $ 40,000,000 | |||||||||||||
Debt instrument maturity, description | (a) the date the Company raises $40 million in public or private offerings of debt or equity; (b) December 31, 2018, or (c) termination of Billy (Trey) Peck’s (“Peck”) employment with the Company by the Company without cause or by Peck for good reason. | |||||||||||||
Goodwill | 2,887,000 | |||||||||||||
Business acquisition debt assumed | 187,000 | |||||||||||||
Business combination total consideration | $ 2,915,000 | |||||||||||||
Interest rate | 6.00% | |||||||||||||
Default interest rate | 9.00% | |||||||||||||
Payment of principal amount to Peck | $ 150,000 | |||||||||||||
Debt instrument, extended maturity date | Aug. 31, 2019 | |||||||||||||
Fair value of the warrants | $ 150,000 | |||||||||||||
Warrants exercisable period | 5 years | |||||||||||||
Thunder Ridge [Member] | Promissory Note [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Principal amount | $ 2,500,000 | |||||||||||||
Thunder Ridge [Member] | Note Payable to Related Parties [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payment of increased monthly principal amount to Peck | $ 20,000 | |||||||||||||
Debt instrument extended maturity period | 2022-11 | |||||||||||||
Thunder Ridge [Member] | Common Stock [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination, common stock issued | 500,000 | |||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||
Common stock unissued | $ 400,000 | |||||||||||||
Description of warrants | warrants for employment to be issued upon the first anniversary: (i) a warrant to purchase 333,333 shares of common stock at an exercise price of $3.00 per share (the “$3.00 Warrant”), (ii) on the second anniversary a warrant to purchase 333,333 shares of common stock at an exercise price of $5.00 per share (the “$5.00 Warrant”), and (iii) on the third anniversary a warrant to purchase 333,333 shares of common stock at an exercise price of $7.00 per share (the “$7.00 Warrant,” and together with the $3.00 Warrant and $5.00 Warrant, the (“Warrants”). The Company estimates the fair value of the warrants to be approximately $0.15 million. The Warrants are exercisable five years from the issuance date. | |||||||||||||
Thunder Ridge [Member] | Common Stock [Member] | 3.00 Warrant [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Warrants issued | 333,333 | |||||||||||||
Warrants, exercise price | $ 3 | |||||||||||||
Thunder Ridge [Member] | Common Stock [Member] | 5.00 Warrant [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Warrants issued | 333,333 | |||||||||||||
Warrants, exercise price | $ 5 | |||||||||||||
Thunder Ridge [Member] | Common Stock [Member] | 7.00 Warrant [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Warrants issued | 333,333 | |||||||||||||
Warrants, exercise price | $ 7 |
Acquisitions - Summary of Fair
Acquisitions - Summary of Fair Value Allocation of Assets Acquired and Liabilities Assumed at the Acquisition Date (Details) - USD ($) $ in Thousands | Sep. 16, 2019 | Jul. 19, 2019 | Feb. 01, 2019 | Jan. 04, 2019 | Jun. 01, 2018 | Sep. 30, 2019 | Dec. 31, 2018 |
Assets acquired | |||||||
Goodwill | $ 23,889 | $ 2,887 | |||||
Sheehy [Member] | |||||||
Assets acquired | |||||||
Accounts receivable - trade | $ 376 | ||||||
Alternative fuels tax credit receivable | 30 | ||||||
Due from related party | 252 | ||||||
Prepaid expenses and other current assets | 302 | ||||||
Property and equipment | 3,091 | ||||||
Goodwill | 4,051 | ||||||
Right-of-use assets | 5,878 | ||||||
Other long-term assets | 3 | ||||||
Total assets acquired | 15,043 | ||||||
Liabilities assumed | |||||||
Accounts payable | (2,908) | ||||||
Accrued expenses | (1,183) | ||||||
Long-term debt | (2,639) | ||||||
Operating lease liabilities | (4,476) | ||||||
Finance lease liabilities | (1,552) | ||||||
Total liabilities assumed | (12,758) | ||||||
Net assets acquired | 2,285 | ||||||
Consideration paid | |||||||
Fair value of shares of common stock issuable | 2,285 | ||||||
Total | 2,285 | ||||||
Sheehy [Member] | Trade Names [Member] | |||||||
Assets acquired | |||||||
Intangibles | 320 | ||||||
Sheehy [Member] | Customer Relationships [Member] | |||||||
Assets acquired | |||||||
Intangibles | 650 | ||||||
Sheehy [Member] | Noncompete Agreements [Member] | |||||||
Assets acquired | |||||||
Intangibles | 90 | ||||||
Ursa and JB Lease [Member] | |||||||
Assets acquired | |||||||
Cash | $ 3,743 | ||||||
Accounts receivable - trade | 579 | ||||||
Prepaid expenses and other current assets | 1,646 | ||||||
Property and equipment | 15,509 | ||||||
Goodwill | 6,881 | ||||||
Right-of-use assets | 2,180 | ||||||
Other long-term assets | 32 | ||||||
Total assets acquired | 32,150 | ||||||
Liabilities assumed | |||||||
Accounts payable | (5,641) | ||||||
Accrued expenses | (1,493) | ||||||
Long-term debt | (11,199) | ||||||
Operating lease liabilities | (2,180) | ||||||
Deferred tax liabilities | (1,891) | ||||||
Total liabilities assumed | (22,404) | ||||||
Net assets acquired | 9,746 | ||||||
Consideration paid | |||||||
Fair value of shares of common stock issuable | 816 | ||||||
Cash | 2,500 | ||||||
Promissory note | 6,430 | ||||||
Total | 9,746 | ||||||
Ursa and JB Lease [Member] | Trade Names [Member] | |||||||
Assets acquired | |||||||
Intangibles | 1,300 | ||||||
Ursa and JB Lease [Member] | Customer Relationships [Member] | |||||||
Assets acquired | |||||||
Intangibles | 200 | ||||||
Ursa and JB Lease [Member] | Noncompete Agreements [Member] | |||||||
Assets acquired | |||||||
Intangibles | $ 80 | ||||||
Finkle and Courtlandt [Member] | |||||||
Assets acquired | |||||||
Cash | $ 2 | ||||||
Prepaid expenses and other current assets | 113 | ||||||
Property and equipment | 6,778 | ||||||
Goodwill | 2,384 | $ 2,400 | |||||
Right-of-use assets | 2,172 | ||||||
Total assets acquired | 12,214 | ||||||
Liabilities assumed | |||||||
Accrued expenses | (199) | ||||||
Long-term debt | (5,049) | ||||||
Operating lease liabilities | (2,105) | ||||||
Finance lease liabilities | (113) | ||||||
Deferred tax liabilities | (1,511) | ||||||
Total liabilities assumed | (8,977) | ||||||
Net assets acquired | 3,237 | ||||||
Consideration paid | |||||||
Fair value of shares of common stock issuable | 1,987 | ||||||
Cash | 1,250 | ||||||
Total | 3,237 | ||||||
Finkle and Courtlandt [Member] | Trade Names [Member] | |||||||
Assets acquired | |||||||
Intangibles | 60 | ||||||
Finkle and Courtlandt [Member] | Customer Relationships [Member] | |||||||
Assets acquired | |||||||
Intangibles | 700 | ||||||
Finkle and Courtlandt [Member] | Noncompete Agreements [Member] | |||||||
Assets acquired | |||||||
Intangibles | $ 5 | ||||||
Ritter Companies [Member] | |||||||
Assets acquired | |||||||
Cash | $ 1,134 | ||||||
Accounts receivable - trade | 3,774 | ||||||
Prepaid expenses and other current assets | 830 | ||||||
Property and equipment | 13,650 | ||||||
Goodwill | 8,704 | ||||||
Right-of-use assets | 1,515 | ||||||
Other long-term assets | 426 | ||||||
Total assets acquired | 30,643 | ||||||
Liabilities assumed | |||||||
Accounts payable and accrued expenses | (2,105) | ||||||
Long-term debt | (499) | ||||||
Operating lease liabilities | (1,515) | ||||||
Deferred tax liabilities | (2,447) | ||||||
Total liabilities assumed | (6,566) | ||||||
Net assets acquired | 24,077 | ||||||
Consideration paid | |||||||
Fair value of shares of common stock issuable | 3,466 | ||||||
Cash | 20,611 | ||||||
Total | 24,077 | ||||||
Ritter Companies [Member] | Trade Names [Member] | |||||||
Assets acquired | |||||||
Intangibles | 190 | ||||||
Ritter Companies [Member] | Customer Relationships [Member] | |||||||
Assets acquired | |||||||
Intangibles | 310 | ||||||
Ritter Companies [Member] | Noncompete Agreements [Member] | |||||||
Assets acquired | |||||||
Intangibles | $ 110 | ||||||
Thunder Ridge [Member] | |||||||
Assets acquired | |||||||
Accounts receivable - trade | $ 2,062 | ||||||
Prepaid expenses and other current assets | 160 | ||||||
Property and equipment | 208 | ||||||
Goodwill | 2,887 | ||||||
Deposits | 205 | ||||||
Total assets acquired | 8,352 | ||||||
Liabilities assumed | |||||||
Accounts payable | (1,027) | ||||||
Accrued expenses | (1,573) | ||||||
Factored receivable advance | (1,231) | ||||||
Lines-of-credit | (422) | ||||||
Long-term debt | (187) | ||||||
Fuel discount advance | (997) | ||||||
Total liabilities assumed | (5,437) | ||||||
Net assets acquired | 2,915 | ||||||
Consideration paid | |||||||
Fair value of shares of common stock issuable | 415 | ||||||
Promissory note | 2,500 | ||||||
Total | 2,915 | ||||||
Thunder Ridge [Member] | Trade Names [Member] | |||||||
Assets acquired | |||||||
Intangibles | 460 | ||||||
Thunder Ridge [Member] | Customer Relationships [Member] | |||||||
Assets acquired | |||||||
Intangibles | 2,330 | ||||||
Thunder Ridge [Member] | Noncompete Agreements [Member] | |||||||
Assets acquired | |||||||
Intangibles | $ 40 |
Acquisitions - Summary of Fai_2
Acquisitions - Summary of Fair Value Allocation of Assets Acquired and Liabilities Assumed at the Acquisition Date (Parenthetical) (Details) - shares | Sep. 16, 2019 | Feb. 01, 2019 | Jan. 04, 2019 | Jun. 01, 2018 |
Sheehy [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of common stock issuable, shares | 2,240,000 | |||
Ursa and JB Lease [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of common stock issuable, shares | 800,000 | |||
Finkle and Courtlandt [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of common stock issuable, shares | 1,250,000 | |||
Ritter Companies [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of common stock issuable, shares | 2,440,982 | |||
Thunder Ridge [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of common stock issuable, shares | 500,000 |
Acquisitions - Schedule of Pro
Acquisitions - Schedule of Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Business Combinations [Abstract] | ||||
Revenue | $ 51,929 | $ 43,751 | $ 146,842 | $ 129,440 |
Net loss | (3,329) | (4,680) | (23,718) | (9,429) |
Net loss available to common stockholders | $ (3,338) | $ (4,980) | $ (23,736) | $ (9,729) |
Basic and diluted weighted-average common stock outstanding | 15,005,617 | 8,140,231 | 11,901,637 | 8,110,170 |
Basic and diluted loss per common stock, as reported | $ (0.22) | $ (0.61) | $ (1.99) | $ (1.20) |
Balance Sheet Disclosures - Sum
Balance Sheet Disclosures - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Property and equipment | ||
Property and equipment, gross | $ 47,093 | $ 8,571 |
Less accumulated depreciation | (4,188) | (967) |
Property, equipment and land, net | 42,905 | 7,604 |
Tractors, Trailers and Other Vehicles [Member] | ||
Property and equipment | ||
Property and equipment, gross | 35,629 | 378 |
Equipment [Member] | ||
Property and equipment | ||
Property and equipment, gross | 6,302 | 3,330 |
Buildings [Member] | ||
Property and equipment | ||
Property and equipment, gross | 3,849 | 3,849 |
Land [Member] | ||
Property and equipment | ||
Property and equipment, gross | 976 | 976 |
Office and Computer Equipment [Member] | ||
Property and equipment | ||
Property and equipment, gross | 23 | $ 38 |
Leasehold Improvements [Member] | ||
Property and equipment | ||
Property and equipment, gross | $ 314 |
Balance Sheet Disclosures - Add
Balance Sheet Disclosures - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Balance Sheet Disclosures [Abstract] | ||||
Depreciation expense | $ 1.4 | $ 0.1 | $ 3.4 | $ 0.4 |
Amortization expense | $ 0.2 | $ 0 | $ 0.6 | $ 0.1 |
Balance Sheet Disclosures - Sch
Balance Sheet Disclosures - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Balance Sheet Disclosures [Abstract] | ||
Beginning balance | $ 2,887 | |
Acquisitions | 22,020 | $ 2,887 |
Reduction of goodwill | (1,018) | |
Goodwill | $ 23,889 | $ 2,887 |
Balance Sheet Disclosures - S_2
Balance Sheet Disclosures - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Gross | $ 7,345 | $ 3,637 |
Accumulated Amortization | (1,047) | (600) |
Net | 6,298 | 3,037 |
Customer Relationships [Member] | ||
Gross | 4,604 | 2,744 |
Accumulated Amortization | (736) | (312) |
Net | 3,868 | 2,432 |
Trade Names [Member] | ||
Gross | 2,416 | 546 |
Accumulated Amortization | (274) | (117) |
Net | 2,142 | 429 |
Off-Market Favorable Lease [Member] | ||
Gross | 307 | |
Accumulated Amortization | (165) | |
Net | 142 | |
Noncompete Agreements [Member] | ||
Gross | 325 | 40 |
Accumulated Amortization | (37) | (6) |
Net | $ 288 | $ 34 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 9 Months Ended | |
Sep. 30, 2019StationSegment | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | Segment | 2 | |
Customer Concentration Risk [Member] | Revenues [Member] | One customer [Member] | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 89.00% | 98.00% |
Concentration risk, additional characteristic | one customer | |
CNG Fueling Stations [Member] | ||
Segment Reporting Information [Line Items] | ||
Number of stations located | Station | 5 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Financial Information by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||
Total revenue | $ 47,256 | $ 8,650 | $ 112,083 | $ 11,324 | |||||
Operating expenses excluding depreciation and amortization | (53,081) | (10,498) | (127,139) | (14,974) | |||||
Depreciation and amortization | (2,036) | (100) | (4,794) | (510) | |||||
Net loss | (4,216) | $ (7,010) | $ (7,435) | (2,913) | $ (2,648) | $ 102 | (18,661) | (5,459) | $ (1,400) |
Trucking [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Total revenue | 47,159 | 8,235 | 111,375 | 10,212 | |||||
CNG Fueling Stations [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Total revenue | 97 | 415 | 708 | 1,112 | |||||
Operating Segment [Member] | Trucking [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Total revenue | 47,159 | 8,235 | 111,375 | 10,212 | |||||
Operating expenses excluding depreciation and amortization | (50,449) | (9,007) | (120,799) | (11,111) | |||||
Depreciation and amortization | (1,785) | (14) | (4,260) | (97) | |||||
Net loss | (6,293) | (907) | (16,183) | (1,151) | |||||
Operating Segment [Member] | CNG Fueling Stations [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Total revenue | 97 | 415 | 708 | 1,112 | |||||
Operating expenses excluding depreciation and amortization | 205 | (1,560) | (746) | (2,147) | |||||
Depreciation and amortization | (113) | (86) | (377) | (413) | |||||
Net loss | 181 | (1,628) | (453) | (1,846) | |||||
Corporate and Unallocated [Member] | |||||||||
Segment Reporting Information [Line Items] | |||||||||
Operating expenses excluding depreciation and amortization | (2,837) | 69 | (5,594) | (1,716) | |||||
Depreciation and amortization | (138) | (157) | |||||||
Net loss | $ 1,896 | $ (378) | $ (2,025) | $ (2,462) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Nov. 18, 2019 | Nov. 07, 2019 | Apr. 01, 2019 | Jan. 07, 2019 | Jan. 31, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Jan. 01, 2019 |
Related Party Transaction [Line Items] | ||||||||||||
Accounts payable - related party | $ 0 | $ 0 | $ 337,000 | |||||||||
Accounts payable converted to common stock | $ 10,000 | $ 36,000 | ||||||||||
Accounts payable - related party amount settled | 45,000 | $ 72,000 | ||||||||||
Operating lease liabilities | 11,052,000 | 11,052,000 | $ 4,239,000 | |||||||||
Advance from related parties | 324,000 | |||||||||||
Accrued interest - related party | 1,404,000 | 1,404,000 | 923,000 | |||||||||
Security deposit | 300,000 | 300,000 | ||||||||||
Recognized revenue | 100,000 | |||||||||||
Accounts receivable - related party | 0 | 0 | 41,000 | |||||||||
Common Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party accounts payable converted to common stock, shares | 50,000 | |||||||||||
Former Officer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Accounts payable converted to common stock | $ 100,000 | |||||||||||
Payment of principal amount to Peck | 38,000 | |||||||||||
Accounts payable - related party amount settled | 300,000 | |||||||||||
Former Officer [Member] | Gain on Conversion of Accounts Payable [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Gain associated with issuance of common stock | $ 200,000 | |||||||||||
Former Officer [Member] | Common Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party accounts payable converted to common stock, shares | 117,092 | |||||||||||
Officer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Recognized operating lease expense | 100,000 | 300,000 | ||||||||||
Officer [Member] | Accounts Payable | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Operating lease liabilities | 100,000 | 100,000 | ||||||||||
Officer and Sheehy Enterprises Inc [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Payment of principal amount to Peck | $ 150,000 | |||||||||||
Sheehy Enterprises, Inc. [Member] | Intercompany Agreement [Member] | Subsequent Event [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Payment of principal amount to Peck | $ 400,000 | |||||||||||
Repayments of related party notes | 400,000 | |||||||||||
Aggregate principal amount | 48,000 | |||||||||||
Accrued interest - related party | $ 40,000 | |||||||||||
Sheehy Enterprises, Inc. [Member] | Collateral Security Pledge Agreement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Security deposit | $ 300,000 | |||||||||||
Related party transaction, expiration date | Mar. 1, 2020 | |||||||||||
Sheehy Enterprises, Inc. [Member] | Common Stock [Member] | Intercompany Agreement [Member] | Subsequent Event [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt repayment in the form shares | 35,156 | 35,156 | ||||||||||
EAF [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Advance from related parties | $ 0 | $ 0 | $ 300,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 02, 2019 |
Related Party Transaction [Line Items] | ||
Due from (to) related party | $ 402 | $ 252 |
Sheehy Enterprises Inc [Member] | ||
Related Party Transaction [Line Items] | ||
Due from (to) related party | (375) | (440) |
North American Dispatch Systems [Member] | ||
Related Party Transaction [Line Items] | ||
Due from (to) related party | $ 777 | 777 |
Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Due from (to) related party | $ (85) |
Factoring Arrangements - Additi
Factoring Arrangements - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Factored accounts receivable, description | Certain of the Company’s wholly-owned subsidiaries have entered into accounts receivable factoring arrangements with a financial institution (the “Factor”) with termination dates starting in January 2021. Pursuant to the terms of the agreements, the Company, from time to time, sells to the Factor certain of its accounts receivable balances on a recourse basis for credit-approved accounts. The Factor remits 95% of the contracted accounts receivable balance for a given month to the Company (the “Advance Amount”) with the remaining balance, less fees, to be forwarded once the Factor collects the full accounts receivable balance from the customer. | |
Factor remits percentage of contracted accounts receivable | 95.00% | |
Financing costs of interest rate | 2.00% | 2.00% |
Factor fee | 0.25% | |
Factored receivables, interest expense | $ 1.2 | $ 0.2 |
Factored receivables, financing fees | $ 1.2 | $ 0.2 |
Prime Rate [Member] | ||
Financing costs of interest rate | 6.50% | 7.50% |
Factoring Arrangements - Schedu
Factoring Arrangements - Schedule of Earned and Unearned Components Included in Advances from Factoring Arrangement (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Factoring With Recourse [Abstract] | ||
Purchased accounts receivable | $ 8,774 | $ 5,331 |
Unearned future contract advances | 9,770 | |
Total | $ 18,544 | $ 5,331 |
Debt - Additional Information (
Debt - Additional Information (Details) | Sep. 16, 2019USD ($)Warrant$ / sharesshares | Oct. 31, 2018USD ($) | Sep. 30, 2019USD ($)Agreement | Oct. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||||
Number of line-of-credit agreements | Agreement | 2 | |||
Line-of-credit borrowing capacity | $ 400,000 | |||
Line-of-credit, interest rate on amounts outstanding | 6.75% | |||
Line-of-credit, outstanding balance | $ 300,000 | |||
Line-of-credit paid | $ 100,000 | |||
Extended line-of-credit's maturity | $ 300,000 | |||
Line-of-credit maturity date | Apr. 30, 2019 | |||
Line of credit loan security | secured by equipment | |||
Conversion of stock, description | Options generally vest ratably over 3 years. One quarter (1/4) of the options vest and become exercisable on the grant date. The remaining vest and become exercisable ratably on the first, second, and third anniversary of the date of grant. | |||
Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5.10% | |||
Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 3.90% | |||
Antara Financing Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 22,500,000 | |||
Stock issued as advisory fee | shares | 98,000 | |||
Value of stock issued as advisory fee | $ 100,000 | |||
Capitalized interest | $ 100,000 | |||
Financing Agreement [Member] | Antara Warrants [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of warrants issued | Warrant | 2 | |||
Class of warrant to purchase number of common stock | shares | 4,375,000 | |||
Conversion of stock, description | Concurrently, and in connection with the Financing Agreement the Company issued two warrants (the “$0.01 Warrant” and the “$2.50 Warrant” and collectively, the “Antara Warrants”) to Antara Capital to purchase an aggregate of 4,375,000 shares of common stock of the Company (the “Antara Warrant Shares”). The $0.01 Antara Warrant grants Antara Capital the right to purchase up to 3,350,000 Antara Warrant Shares at an exercise price of $0.01 per share and is exercisable for five years from the date of issuance. The $2.50 Antara Warrant grants Antara Capital the right to purchase up to 1,025,000 Antara Warrant Shares at an exercise price of $2.50 per share, subject to adjustment for certain distributions, stock splits, and issuances of common stock, and is exercisable for ten years from the date of issuance. | |||
Financing Agreement [Member] | Antara Warrants [Member] | Loadtrek [Member] | ||||
Debt Instrument [Line Items] | ||||
Class of warrant to purchase number of common stock | shares | 1,500,000 | |||
Warrants, exercise price | $ / shares | $ 0.01 | |||
Financing Agreement [Member] | 0.01 Warrant [Member] | ||||
Debt Instrument [Line Items] | ||||
Warrants, exercise price | $ / shares | $ 0.01 | |||
Class of warrant or rights, exercisable term | 5 years | |||
Financing Agreement [Member] | 0.01 Warrant [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Class of warrant to purchase number of common stock | shares | 3,350,000 | |||
Financing Agreement [Member] | 2.50 Warrant [Member] | ||||
Debt Instrument [Line Items] | ||||
Warrants, exercise price | $ / shares | $ 2.50 | |||
Class of warrant or rights, exercisable term | 10 years | |||
Financing Agreement [Member] | 2.50 Warrant [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Class of warrant to purchase number of common stock | shares | 1,025,000 | |||
Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 24,500,000 | |||
Interest rate | 12.00% | |||
Maturity date | Sep. 16, 2022 | |||
Unamortized debt discount | $ 9,000,000 | |||
Term Loan [Member] | Antara Financing Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 24,500,000 | |||
Debt borrowed | $ 22,400,000 | $ 2,100,000 | ||
Interest rate | 12.00% | |||
Maturity date | Sep. 16, 2022 | |||
Debt instrument, description | The Term Loan may be prepaid at any time, subject to payment of a prepayment premium of (1) 7% for each early payments made or coming due on or prior to September 16, 2020, (2) after September 16, 2020, 5% for each early payment made or coming due on or prior to September 16, 2021, and (3) thereafter, no premium shall be due. Proceeds are to be used to (i) effect the Ritter acquisition, (ii) to refinance and retire existing indebtedness, and (iii) general working capital needs. | |||
Agreement, description | the Company entered into a $24.5 million financing agreement (the “Financing Agreement”) among the Company, each subsidiary of the Company, various lenders from time to time party thereto, and Cortland Capital Market Services LLC, as administrative agent and collateral agent. Pursuant to the Financing Agreement, the Company initially borrowed $22.4 million (the “Term Loan”) and borrowed the remaining $2.1 million during October 2019. | |||
Unamortized debt issuance costs | $ 500,000 | |||
Unamortized debt discount | $ 9,000,000 | |||
Term Loan [Member] | Antara Financing Agreement [Member] | If Prepayment Made on or Prior to September 16, 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, prepayment premium percentage | 7.00% | |||
Term Loan [Member] | Antara Financing Agreement [Member] | If Prepayment Made After September 16, 2020 But on or Prior to September 16, 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, prepayment premium percentage | 5.00% | |||
Term Loan [Member] | Antara Financing Agreement [Member] | If Prepayment Made After September 16, 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, prepayment premium percentage | 0.00% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Less current portion | $ (10,172) | $ (6,262) |
Long-term Debt, noncurrent | 8,875 | 6,005 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt issuance costs | (500) | |
Long-term Debt [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 72,101 | 26,430 |
Debt issuance costs | (744) | (416) |
Debt discount | (16,959) | (8,087) |
Long-term debt, net | 54,398 | 17,927 |
Less current portion | (28,755) | (6,848) |
Long-term Debt, noncurrent | 25,643 | 11,079 |
Long-term Debt [Member] | Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 22,512 | |
Long-term Debt [Member] | Note Payable [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 863 | 951 |
Long-term Debt [Member] | Four Promissory Notes Issued February 1, 2017 to Former EAF [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 9,500 | 9,500 |
Long-term Debt [Member] | One Subordinated Senior Note Payable to Stockholder [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 75 | 75 |
Long-term Debt [Member] | Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 3,800 | 3,800 |
Long-term Debt [Member] | Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 4,000 | 4,000 |
Long-term Debt [Member] | Secured Convertible Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 4,184 | 4,040 |
Debt issuance costs | (200) | (400) |
Long-term Debt [Member] | Promissory Note Stockholder Issued June One Two Thousand And Eighteen [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 2,032 | 2,387 |
Long-term Debt [Member] | Advance From Supplier Acquired From Thunder Ridge [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 940 | 978 |
Long-term Debt [Member] | Promissory Note Stockholder Issued February Two Two Thousand And Nineteen [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 6,423 | |
Long-term Debt [Member] | Notes Payable Acquired From JB Lease [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 5,037 | |
Long-term Debt [Member] | Note Payable To Financing Company Issued February Eleven Two Thousand And Nineteen [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 718 | |
Long-term Debt [Member] | Note Payable To Financing Company Issued January Twenty Two Two Thousand And Nineteen [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 240 | |
Long-term Debt [Member] | Note Payable To Financing Company Issued January Twenty Three Two Thousand And Nineteen [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 3,350 | |
Long-term Debt [Member] | Equipment Notes Payable Acquired From Sheehy [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 879 | |
Long-term Debt [Member] | Notes Payable To Bank Acquired From Sheehy [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 829 | |
Long-term Debt [Member] | Note Payable To Financing Company [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 182 | |
Long-term Debt [Member] | Notes Payable Acquired From Ritter [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 499 | |
Long-term Debt [Member] | Frinkle Equipment Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 5,364 | |
Long-term Debt [Member] | Promissory Note Stockholder Issued January Two Two Thousand And Nineteen [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 400 | |
Long-term Debt [Member] | Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 317 | |
Long-term Debt [Member] | Convertible Note [Member] | Note Payable Issued During November Two Thousand And Eighteen [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 244 | 281 |
Long-term Debt [Member] | Convertible Note [Member] | Three Notes Payable To Banks Acquired From Thunder Ridge [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 30 | $ 101 |
Debt - Schedule of Debt (Parent
Debt - Schedule of Debt (Parenthetical) (Details) | Sep. 16, 2019USD ($)$ / sharesshares | Feb. 11, 2019USD ($) | Feb. 01, 2019 | Jan. 23, 2019USD ($) | Jan. 22, 2019USD ($) | Jan. 02, 2019USD ($)$ / shares | Jun. 01, 2018USD ($) | Aug. 31, 2017USD ($)$ / Gallon | Feb. 01, 2017USD ($)shares | Aug. 31, 2019 | Feb. 28, 2019USD ($) | Nov. 30, 2018USD ($) | Oct. 31, 2018USD ($)shares | Aug. 31, 2018USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2016shares |
Debt Instrument [Line Items] | ||||||||||||||||||||||
Common stock shares value | $ 11,400,000 | $ 2,500,000 | ||||||||||||||||||||
Warrant expense | $ 199,000 | $ 589,000 | ||||||||||||||||||||
Debt instrument, conversion feature description | The Secured Convertible Notes are convertible into shares (the “Note Shares”) of the Company’s common stock at a conversion rate of $2.50 per share of common stock at the Holder’s option: 1) at any time after the first anniversary of the date of issuance or 2) at any time within 90 days after a “triggering event,” including a sale, reorganization, merger, or similar transaction where the Company is not the surviving entity. The Secured Convertible Notes are also subject to mandatory conversion at any time after the first anniversary of the date of issuance if the average volume of shares of common stock traded on the Nasdaq Capital Market, NYSE American Market or a higher tier of either exchange is 100,000 or more for the 10 trading days prior to the applicable date. Such a mandatory conversion has not occurred. | |||||||||||||||||||||
Maturity start date | Sep. 30, 2019 | |||||||||||||||||||||
Maturity end date | Aug. 31, 2024 | |||||||||||||||||||||
Advance From Supplier Acquired From Thunder Ridge [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Principal amount | $ 1,000,000 | |||||||||||||||||||||
Interest rate | 8.50% | |||||||||||||||||||||
Maturity date | Dec. 31, 2018 | Jun. 30, 2021 | ||||||||||||||||||||
Note payable, description | Thunder Ridge signed an agreement with a supplier on August 31, 2017, in which $1.0 million was advanced to Thunder Ridge during 2017. The advance bears interest at 8.5% and is collateralized by substantially all of Thunder Ridge’s assets. As Thunder Ridge purchases fuel from the supplier’s station, Thunder Ridge reduces its fuel advance liability by $0.25 per gallon purchase. Purchases made during the year ended December 31, 2018, were nominal. With the Thunder Ridge acquisition, the maturity date was extended from December 31, 2018 to June 2021. | |||||||||||||||||||||
Reduction in fuel advance liability | $ / Gallon | 0.25 | |||||||||||||||||||||
Note Payable Issued During November Two Thousand And Eighteen [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Principal amount | $ 300,000 | |||||||||||||||||||||
Interest rate | 3.00% | |||||||||||||||||||||
Maturity date | Oct. 31, 2022 | |||||||||||||||||||||
Note payable, description | The note calls for quarterly principal payments on January, April, July, and October 1st of $18,750 plus the related accrued interest. | |||||||||||||||||||||
quarterly principal payments | $ 18,750 | |||||||||||||||||||||
Notes Payable, Other Payables [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Principal amount | $ 800,000 | $ 3,800,000 | $ 300,000 | $ 200,000 | ||||||||||||||||||
Interest rate | 10.20% | 10.10% | 10.60% | 8.94% | ||||||||||||||||||
Maturity date | Feb. 11, 2023 | Feb. 23, 2024 | Jan. 22, 2023 | Mar. 31, 2023 | ||||||||||||||||||
Long-term Debt [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Unamortized debt issuance costs | $ 744,000 | $ 416,000 | ||||||||||||||||||||
Antara Financing Agreement [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Principal amount | $ 22,500,000 | |||||||||||||||||||||
Number of units equivalent to common shares | shares | 98,000 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Units issued | shares | 4,560,000 | |||||||||||||||||||||
Warrants issued | shares | 4,375,000 | |||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate | 3.90% | |||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate | 5.10% | |||||||||||||||||||||
Term Loan [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Term loans, description | The $24.5 million Term Loan bears interest at 12% per annum and has a maturity date of September 16, 2022. Until December 31, 2019, interest on the term loan will be paid in kind and capitalized as additional principal, and the Company has the option to pay interest on the capitalized interest in cash or in kind. After December 31, 2019, monthly interest payments will be due in cash, and all outstanding principal and interest will be due on the maturity date. As of September 30, 2019, the unamortized debt discount was $9.0 million and the unamortized debt issuance costs were $0.5 million. | |||||||||||||||||||||
Principal amount | $ 24,500,000 | |||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||
Maturity date | Sep. 16, 2022 | |||||||||||||||||||||
Unamortized debt discount | $ 9,000,000 | |||||||||||||||||||||
Unamortized debt issuance costs | $ 500,000 | |||||||||||||||||||||
Term Loan [Member] | Antara Financing Agreement [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Principal amount | $ 24,500,000 | |||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||
Maturity date | Sep. 16, 2022 | |||||||||||||||||||||
Unamortized debt discount | $ 9,000,000 | |||||||||||||||||||||
Debt instrument, description | The Term Loan may be prepaid at any time, subject to payment of a prepayment premium of (1) 7% for each early payments made or coming due on or prior to September 16, 2020, (2) after September 16, 2020, 5% for each early payment made or coming due on or prior to September 16, 2021, and (3) thereafter, no premium shall be due. Proceeds are to be used to (i) effect the Ritter acquisition, (ii) to refinance and retire existing indebtedness, and (iii) general working capital needs. | |||||||||||||||||||||
Note Payable [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Principal amount | $ 1,300,000 | |||||||||||||||||||||
Maturity date | Mar. 31, 2024 | |||||||||||||||||||||
Note payable, description | The $1.3 million note payable was issued December 31, 2014, with interest adjusted to the SBA LIBOR base rate, plus 2.35%. The note matures March 2024, is secured by substantially all of Titan’s business assets and is personally guaranteed by certain former members of Titan including a member of our board of directors and certain of his relatives, and beneficial owners of more than 5% of our of our common stock. The note is a co-borrower arrangement between Titan and El Toro with the proceeds received by El Toro. In 2016, the Company issued 35,491 units (equivalent to 31,203 common shares) to those members as compensation for the guarantee. The Company was not in compliance with the financial ratio covenants at December 31, 2018. Subsequent to year end, the financial ratio covenants were waived for 2018 and eliminated for all future periods. | |||||||||||||||||||||
Note Payable [Member] | Minimum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Percentage of common stock of guaranteed beneficial owners | 5.00% | |||||||||||||||||||||
Note Payable [Member] | Former Members Of Titan [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Units issued | shares | 35,491 | |||||||||||||||||||||
Number of units equivalent to common shares | shares | 31,203 | |||||||||||||||||||||
Note Payable [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Basis points added to LIBOR rate | 2.35% | |||||||||||||||||||||
Four Promissory Notes Issued February 1, 2017 to Former EAF [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Principal amount | $ 9,500,000 | |||||||||||||||||||||
Interest rate | 1.50% | |||||||||||||||||||||
Maturity date | Feb. 1, 2026 | |||||||||||||||||||||
Interest rate | 5.10% | 12.80% | ||||||||||||||||||||
Note payable maturity, description | The four promissory notes were issued to the former EAF members with interest at 1.5%, issued February 1, 2017, and mature February 1, 2026. | |||||||||||||||||||||
Conversion of debt, issued shares percentage of outstanding common stock | 81.10% | |||||||||||||||||||||
Debt discount, noncurrent | $ 2,500,000 | $ 5,000,000 | $ 7,200,000 | $ 7,500,000 | ||||||||||||||||||
Four Promissory Notes Issued February 1, 2017 to Former EAF [Member] | Private Offering [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Private offering, percentage of increase in common stock shares issued and outstanding | 70.00% | |||||||||||||||||||||
Four Promissory Notes Issued February 1, 2017 to Former EAF [Member] | Common Stock [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Common stock | shares | 1,400,000 | 7,000,000 | ||||||||||||||||||||
Common stock shares conversion, fair value | $ 900,000 | |||||||||||||||||||||
Four Promissory Notes Issued February 1, 2017 to Former EAF [Member] | Maximum [Member] | Common Stock [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument conversion, shares percentage of issued and outstanding common stock if shares issued under private offering | 70.00% | |||||||||||||||||||||
Four Promissory Notes Issued February 1, 2017 to Former EAF [Member] | Maximum [Member] | Common Stock [Member] | Private Offering [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Common stock shares value | $ 2,000,000 | |||||||||||||||||||||
One Subordinated Senior Note Payable to Stockholder [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Term loans, description | One subordinated senior note payable to a stockholder with interest at 16% and maturity during October 2017 that was paid off in 2019. | |||||||||||||||||||||
Principal amount | $ 100,000 | |||||||||||||||||||||
Interest rate | 16.00% | |||||||||||||||||||||
Common stock | shares | 275,583 | |||||||||||||||||||||
Maturity date | October 2017 | |||||||||||||||||||||
Conversion of common stock | $ 700,000 | |||||||||||||||||||||
Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Principal amount | $ 3,800,000 | $ 3,800,000 | ||||||||||||||||||||
Interest rate | 7.50% | |||||||||||||||||||||
Maturity date | Dec. 31, 2017 | |||||||||||||||||||||
Note payable maturity, description | an original maturity of the earlier of (a) December 2017; (b) ten days after the initial closing of a private offering of capital stock of the Company in an amount not less than $10 million; or (c) an event of default. | |||||||||||||||||||||
Default interest rate | 12.50% | |||||||||||||||||||||
Extended maturity date | Jul. 31, 2019 | |||||||||||||||||||||
Principle and interest payments | $ 0 | |||||||||||||||||||||
Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | Financing Agreement [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Extended maturity date | Nov. 30, 2022 | |||||||||||||||||||||
Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | Maximum [Member] | Initial Public Offering [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Private offering of capital stock | $ 10,000,000 | |||||||||||||||||||||
Promissory Notes | Financing Agreement [Member] | EAF [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Class of warrant or rights, exercisable term | 5 years | |||||||||||||||||||||
Promissory Notes | Antara Financing Agreement [Member] | EAF [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Fair value of the warrants | $ 300,000 | |||||||||||||||||||||
Promissory Notes | Common Stock [Member] | Financing Agreement [Member] | EAF [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Unamortized debt discount | $ 200,000 | |||||||||||||||||||||
Class of warrant to purchase number of common stock | shares | 350,000 | |||||||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | |||||||||||||||||||||
Warrant expense | $ 200,000 | |||||||||||||||||||||
Promissory Notes | Common Stock [Member] | Antara Financing Agreement [Member] | EAF [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Unamortized debt discount | 300,000 | |||||||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | |||||||||||||||||||||
Warrants issued | shares | 350,000 | |||||||||||||||||||||
Class of warrant or rights, exercisable term | 5 years | |||||||||||||||||||||
Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate | 7.50% | |||||||||||||||||||||
Principle and interest payments | $ 0 | |||||||||||||||||||||
Promissory note | $ 4,000,000 | |||||||||||||||||||||
Debt instrument extended maturity month and year | 2022-11 | |||||||||||||||||||||
Secured Convertible Promissory Notes [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate | 9.00% | |||||||||||||||||||||
Unamortized debt discount | $ 300,000 | 600,000 | ||||||||||||||||||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||||||||||||||||||
Class of warrant or rights, exercisable term | 10 years | |||||||||||||||||||||
Secured convertible promissory notes | $ 4,000,000 | |||||||||||||||||||||
Paid debt issuance costs | $ 500,000 | |||||||||||||||||||||
Debt instrument repayment interval period | 2 years | |||||||||||||||||||||
Conversion rate | $ / shares | $ 2.50 | |||||||||||||||||||||
Liquidated damages | 1.00% | |||||||||||||||||||||
Payments for liquidated damages | $ 100,000 | |||||||||||||||||||||
Warrant exercise period | 10 years | |||||||||||||||||||||
Fair value of warrants | $ 700,000 | |||||||||||||||||||||
Debt instrument, description | As additional consideration for the Secured Convertible Notes, the Company issued warrants to the Holders to purchase 1,602,000 shares of common stock at an exercise price of $2.50 per share, exercisable for ten years from the date of issuance. The fair value of the warrants issued determined using the Black Scholes pricing model was $0.7 million, calculated with a ten-year term; 65% volatility; 2.89%, 2.85% or 3.00% discount rates and the assumption of no dividends. | |||||||||||||||||||||
Secured Convertible Promissory Notes [Member] | Long-term Debt [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Unamortized debt issuance costs | $ 200,000 | 400,000 | ||||||||||||||||||||
Principle and interest payments | $ 200,000 | $ 35,000 | ||||||||||||||||||||
Secured Convertible Promissory Notes [Member] | Volatility [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Warrants outstanding, measurement input | 65 | |||||||||||||||||||||
Secured Convertible Promissory Notes [Member] | Discount Rate [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Warrants outstanding, measurement input | 2.89 | |||||||||||||||||||||
Secured Convertible Promissory Notes [Member] | Measurement Input Expected Dividend Payment [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Warrants outstanding, measurement input | 0 | |||||||||||||||||||||
Secured Convertible Promissory Notes [Member] | Common Stock [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Warrants issued | shares | 1,602,000 | 1,602,000 | ||||||||||||||||||||
Secured Convertible Promissory Notes [Member] | Minimum [Member] | Discount Rate [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Warrants outstanding, measurement input | 2.85 | |||||||||||||||||||||
Secured Convertible Promissory Notes [Member] | Maximum [Member] | Discount Rate [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Warrants outstanding, measurement input | 3 | |||||||||||||||||||||
Promissory Note Stockholder Issued June One Two Thousand And Eighteen [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Principal amount | $ 2,500,000 | |||||||||||||||||||||
Interest rate | 6.00% | |||||||||||||||||||||
Maturity date | Nov. 30, 2022 | |||||||||||||||||||||
Note payable maturity, description | a maturity date of the earlier of (a) the date the Company raises $40.0 million in public or private offerings of debt or equity; (b) December 31, 2018, or (c) termination of Peck’s employment with the Company by the Company without cause or by Peck for good reason. | |||||||||||||||||||||
Maturity date | monthly | |||||||||||||||||||||
Proceeds from public or private offering | $ 40,000,000 | |||||||||||||||||||||
Maturity start date | Dec. 31, 2018 | |||||||||||||||||||||
Three Notes Payable To Banks Acquired From Thunder Ridge [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Note payable, description | The three equipment notes are payable to banks and were acquired in the Thunder Ridge acquisition with interest rates ranging from 2.99% to 6.92%, with maturity dates between September 2020 and January 2023. The notes are collateralized by equipment. | |||||||||||||||||||||
Maturity start date | Sep. 30, 2020 | |||||||||||||||||||||
Maturity end date | Jan. 31, 2023 | |||||||||||||||||||||
Three Notes Payable To Banks Acquired From Thunder Ridge [Member] | Minimum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate | 2.99% | |||||||||||||||||||||
Three Notes Payable To Banks Acquired From Thunder Ridge [Member] | Maximum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate | 6.92% | |||||||||||||||||||||
Promissory Note Stockholder Issued February Two Two Thousand And Nineteen [Member] | Ursa and JB Lease [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate | 9.00% | |||||||||||||||||||||
Maturity date | Nov. 30, 2022 | Aug. 31, 2020 | ||||||||||||||||||||
Extended maturity date | Aug. 30, 2019 | |||||||||||||||||||||
Principle and interest payments | $ 6,400,000 | |||||||||||||||||||||
Increased principal amount if not repaid on maturity date | $ 6,400,000 | |||||||||||||||||||||
Debt instrument, date of first required payment | Jun. 1, 2019 | |||||||||||||||||||||
Equipment Notes Payable Acquired From Sheehy [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Note payable, description | The equipment notes payable acquired from Sheehy, payable to various financing companies, have maturity dates varying from June 2020 to August 2020 and interest rates ranging from 3.1% to 4.1% per annum. The notes are guaranteed by stockholders and secured by the equipment and a general business security interest. | |||||||||||||||||||||
Maturity start date | Jun. 30, 2020 | |||||||||||||||||||||
Maturity end date | Aug. 31, 2020 | |||||||||||||||||||||
Equipment Notes Payable Acquired From Sheehy [Member] | Minimum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate | 3.10% | |||||||||||||||||||||
Equipment Notes Payable Acquired From Sheehy [Member] | Maximum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate | 4.10% | |||||||||||||||||||||
Notes Payable To Bank Acquired From Sheehy [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Maturity start date | Sep. 30, 2020 | |||||||||||||||||||||
Maturity end date | Dec. 31, 2021 | |||||||||||||||||||||
Notes Payable To Bank Acquired From Sheehy [Member] | Minimum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate | 4.35% | |||||||||||||||||||||
Notes Payable To Bank Acquired From Sheehy [Member] | Maximum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate | 4.375% | |||||||||||||||||||||
Notes Payable Acquired From Ritter [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate | 7.00% | |||||||||||||||||||||
Maturity date | Dec. 31, 2028 | |||||||||||||||||||||
Frinkle Equipment Notes [Member] | Minimum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate | 5.20% | |||||||||||||||||||||
Maturity date | May 31, 2020 | |||||||||||||||||||||
Frinkle Equipment Notes [Member] | Maximum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate | 11.80% | |||||||||||||||||||||
Maturity date | Sep. 30, 2025 | |||||||||||||||||||||
Promissory Note Stockholder Issued January Two Two Thousand And Nineteen [Member] | Sheehy [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Principal amount | $ 400,000 | |||||||||||||||||||||
Interest rate | 5.65% | |||||||||||||||||||||
Note payable, description | The $0.4 million promissory note was issued January 2, 2019 to a stockholder (the “Sheehy Note”), with interest at 5.65% per annum with maturity within 60 days of issuance. The note automatically renews a maximum of four times for 30 days. If the renewals have been exhausted, the note will increase in value to $0.45 million and convert to shares of common stock at $2.50 per share. As of the final maturity extension date, the principal amount of $0.4 million was outstanding. In accordance with the terms of the Sheehy Note, the principal amount increased to $0.45 million. On November 18, 2019, the Sheehy Note and all accrued interest was deemed to be paid in full under the terms of the Intercompany Agreement (See Note 5 – Related Party Transactions – Due from Related Party) | |||||||||||||||||||||
Debt instrument repayment interval period | 60 days | |||||||||||||||||||||
Conversion rate | $ / shares | $ 2.50 | |||||||||||||||||||||
Principle and interest payments | $ 400,000 | |||||||||||||||||||||
Debt instrument increased in principal amount | $ 450,000 |
Redeemable Stock and Stockhol_3
Redeemable Stock and Stockholders' Deficit - Additional Information (Details) | Apr. 01, 2019USD ($)shares | Apr. 13, 2018USD ($)shares | Mar. 02, 2018USD ($)$ / sharesshares | Oct. 09, 2017USD ($)shares | May 31, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018shares | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Sep. 16, 2019USD ($) |
Class Of Stock [Line Items] | ||||||||||||||
Warrants issued | shares | 15,081,255 | 15,081,255 | 4,296,255 | |||||||||||
Fair value of the warrants | $ 199,000 | $ 589,000 | ||||||||||||
Aggregate legal settlements to be paid | $ 100,000 | |||||||||||||
Public or private debt or equity securities offerings | $ 2,000,000 | |||||||||||||
Issuance of common stock upon satisfaction of deferred compensation | shares | 89,092 | |||||||||||||
Separation agreement, description | Pursuant to the Separation Agreement, the Company and former president agreed that (i) his last day of employment with the Company was October 9, 2017, (ii) he will be paid an aggregate of $0.1 million within ten business days after the Company raises an aggregate of $2.0 million in any combination of public or private debt or equity securities offerings, and (iii) in satisfaction of $0.2 million of deferred compensation, the Company will issue 89,092 shares of its common stock within ten business days after the Company raises an aggregate of $2.0 million in any combination of public or private debt or equity securities offerings. The $0.1 million payment had not been rendered and the stock had not been issued as of December 31, 2018. | |||||||||||||
Common stock, shares issued | shares | 7,199,696 | 7,199,696 | 2,258,530 | |||||||||||
Fair value of common stock issued | $ 10,000 | $ 36,000 | ||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Conversion of stock, description | Options generally vest ratably over 3 years. One quarter (1/4) of the options vest and become exercisable on the grant date. The remaining vest and become exercisable ratably on the first, second, and third anniversary of the date of grant. | |||||||||||||
Issue of common shares | shares | 1,500,000 | |||||||||||||
Fair value of warrants | $ 7,400,000 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Fair value of the warrants | $ 200,000 | |||||||||||||
Separation agreement, description | On April 13, 2018, the Company issued 100,000 shares of Series A Preferred stock containing 15:1 voting rights to a related party for advisory services rendered to the Company. | |||||||||||||
Preferred stock issued | shares | 100,000 | |||||||||||||
Preferred stock, voting rights | 15:1 voting rights | |||||||||||||
Secured Convertible Promissory Notes [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Warrants, terms | 10 years | 10 years | ||||||||||||
Warrants, exercise price | $ / shares | $ 2.50 | $ 2.50 | ||||||||||||
Fair value of warrants | $ 700,000 | $ 700,000 | ||||||||||||
Debt instrument, description | As additional consideration for the Secured Convertible Notes, the Company issued warrants to the Holders to purchase 1,602,000 shares of common stock at an exercise price of $2.50 per share, exercisable for ten years from the date of issuance. The fair value of the warrants issued determined using the Black Scholes pricing model was $0.7 million, calculated with a ten-year term; 65% volatility; 2.89%, 2.85% or 3.00% discount rates and the assumption of no dividends. | |||||||||||||
Common Stock [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Units issued | shares | 4,560,000 | 4,560,000 | ||||||||||||
Company issued shares of common stock | shares | 1,000,000 | |||||||||||||
Conversion of stock, description | During the nine months ended September 30, 2019, the Company agreed to issue 4,560,000 shares of common stock pursuant to the sale of the 2019 Units, 2,440,982 shares of common stock for the Ritter acquisition, and 89,600 shares of common stock as an advisory fee to a third-party financial advisor in connection with the Financing Agreement. All of these shares were subsequently issued in 2019. | |||||||||||||
Warrants issued | shares | 4,375,000 | 4,375,000 | ||||||||||||
Common Stock [Member] | Secured Convertible Promissory Notes [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Warrants issued | shares | 1,602,000 | 1,602,000 | 1,602,000 | |||||||||||
Common Stock [Member] | Ritter Acquisition [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Company issued shares of common stock | shares | 2,440,982 | |||||||||||||
Common Stock [Member] | Thunder Ridge [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Company issued shares of common stock | shares | 500,000 | 0 | ||||||||||||
Conversion of stock, description | During the year ended December 31, 2018, the Company agreed to issue 500,000 shares of common stock pursuant to the Thunder Ridge acquisition. As of December 31, 2018, the Company had not yet issued these shares, which were subsequently issued in 2019. | |||||||||||||
Warrants [Member] | Secured Convertible Promissory Notes [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Debt instrument, description | The fair value of the warrants issued determined using the Black Scholes pricing model was $0.7 million, calculated with a ten-year term; 65% volatility, 2.89%, 2.85% or 3.00% discount rates, and the assumption of no dividends. | |||||||||||||
Former Officer [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | shares | 117,092 | |||||||||||||
Settlement amount | $ 38,000 | |||||||||||||
Accounts payable related party | 300,000 | |||||||||||||
Former Officer [Member] | Gain on Conversion of Accounts Payable [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Gain (loss) on issuance of common stock | 200,000 | |||||||||||||
Former Officer [Member] | Common Stock [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Fair value of common stock issued | $ 100,000 | |||||||||||||
Financial Advisor [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Shares issued | shares | 89,600 | 89,600 | ||||||||||||
Subscription Agreement [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Unit price | $ / shares | $ 2.50 | |||||||||||||
Warrants issued | shares | 187,462 | |||||||||||||
Aggregate principal amount | $ 500,000 | |||||||||||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||||||||||
Class of warrant or rights, exercisable term | 10 years | |||||||||||||
Fair value of the warrants | $ 100,000 | |||||||||||||
Volatility [Member] | Secured Convertible Promissory Notes [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Warrants outstanding, measurement input | 65 | 65 | ||||||||||||
Discount Rate [Member] | Secured Convertible Promissory Notes [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Warrants outstanding, measurement input | 2.89 | 2.89 | ||||||||||||
Discount Rate [Member] | Secured Convertible Promissory Notes [Member] | Minimum [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Warrants outstanding, measurement input | 2.85 | 2.85 | ||||||||||||
Discount Rate [Member] | Secured Convertible Promissory Notes [Member] | Maximum [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Warrants outstanding, measurement input | 3 | 3 | ||||||||||||
Measurement Input Expected Dividend Payment [Member] | Secured Convertible Promissory Notes [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Warrants outstanding, measurement input | 0 | 0 | ||||||||||||
Investor [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Units issued | shares | 1,000,000 | 4,560,000 | ||||||||||||
Common stock, per share | $ / shares | $ 2.50 | $ 2.50 | ||||||||||||
Aggregate principal amount | $ 2,500,000 | |||||||||||||
Description of equity | Each Unit consists of (i) one share of the Company’s common stock, and (ii) a detachable warrant to purchase one share of common stock at an exercise price of $2.50 per share exercisable for ten years from the date of issuance. The Company estimated the fair value of the warrants to be approximately $0.4 million through the Black Scholes Pricing Model, calculated with a ten-year term; 65% volatility; 2.94% discount rate and the assumption of no dividends. The Company did not pay any commissions in connection with the sale of these Units | |||||||||||||
Unit price | $ / shares | $ 2.50 | |||||||||||||
Warrants, terms | 10 years | 10 years | ||||||||||||
Estimated fair value of warrants | $ 400,000 | $ 2,100,000 | ||||||||||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||
Aggregate gross proceeds pursuant to terms of subscription agreement | $ 11,400,000 | |||||||||||||
Underwriter discounts or commissions | $ 0 | |||||||||||||
Investor [Member] | Volatility [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Warrants outstanding, measurement input | 0.65 | 0.60 | ||||||||||||
Investor [Member] | Discount Rate [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Warrants outstanding, measurement input | 0.0294 | 0.0249 | ||||||||||||
Investor [Member] | Dividend Rate [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Warrants outstanding, measurement input | 0 | 0 | ||||||||||||
Investor [Member] | Measurement Input, Expected Term | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Warrants, terms | 10 years | |||||||||||||
Escrow Agreement [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Warrants, terms | 5 years | |||||||||||||
Warrants issued | shares | 240,000 | |||||||||||||
Warrants, exercise price | $ / shares | $ 6.11 | |||||||||||||
Common stock shares issued | shares | 240,000 | |||||||||||||
Proceeds to paid shareholders party, percentage | 25.00% | |||||||||||||
Estimated value of warrants | $ 9,000 | |||||||||||||
Escrow Agreement [Member] | Volatility [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Warrants outstanding, measurement input | 0.49 | |||||||||||||
Escrow Agreement [Member] | Discount Rate [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Warrants outstanding, measurement input | 0.0285 | |||||||||||||
Escrow Agreement [Member] | Dividend Rate [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Warrants outstanding, measurement input | 0 | |||||||||||||
EAF [Member] | Common Stock [Member] | Promissory Note Two [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Warrants, exercise price | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||
Warrants issued | shares | 350,000 | 350,000 | ||||||||||||
Fair value of warrants | $ 500,000 | $ 500,000 |
Redeemable Stock and Stockhol_4
Redeemable Stock and Stockholders' Deficit - Summary of Activity for Warrants Outstanding (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Number of Warrants, Outstanding | 15,081,255 | 4,296,255 |
Number of Warrants, Exercisable | 14,414,589 | 3,296,256 |
Weighted Average Exercise Price, Outstanding | $ 1.88 | $ 3.34 |
Weighted Average Exercise Price, Exercisable | $ 1.69 | $ 2.84 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) | Aug. 13, 2018 | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / shares | Dec. 31, 2018USD ($)Trancheshares | Dec. 31, 2021shares | Dec. 31, 2020shares | Dec. 31, 2019shares | Apr. 12, 2018shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common stock, shares issued | 7,199,696 | 7,199,696 | 2,258,530 | |||||||
Conversion rights, description | Options generally vest ratably over 3 years. One quarter (1/4) of the options vest and become exercisable on the grant date. The remaining vest and become exercisable ratably on the first, second, and third anniversary of the date of grant. | |||||||||
Stock-based compensation expense | $ | $ 1,000,000 | $ 400,000 | $ 1,100,000 | $ 800,000 | ||||||
Unrecognized stock based compensation expense related to unvested outstanding stock options | $ | $ 300,000 | $ 300,000 | ||||||||
Weighted average period of recognition | 9 months 18 days | |||||||||
Weighted average grant-date fair value, Granted | $ / shares | $ 0.35 | $ 0.27 | ||||||||
Fair value of options vested | $ | $ 1,200,000 | $ 300,000 | ||||||||
Common Stock [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Conversion rights, description | During the nine months ended September 30, 2019, the Company agreed to issue 4,560,000 shares of common stock pursuant to the sale of the 2019 Units, 2,440,982 shares of common stock for the Ritter acquisition, and 89,600 shares of common stock as an advisory fee to a third-party financial advisor in connection with the Financing Agreement. All of these shares were subsequently issued in 2019. | |||||||||
Warrants issued | 4,375,000 | 4,375,000 | ||||||||
Warrants [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Contingent warrants issued | 999,999 | |||||||||
Number of tranches | Tranche | 3 | |||||||||
Fair value of the warrants | $ | $ 149,390 | |||||||||
Warrant-based compensation expense | $ | $ 13,000 | $ 14,000 | $ 40,000 | $ 32,000 | ||||||
Description of warrant | the Company issued warrants to purchase 999,999 shares of the Company’s common stock contingent on continued employment. The warrants vest in three tranches of 333,333 shares each year during 2019, 2020 and 2021. The fair value of the warrants issued was determined using the Black Scholes pricing model was $149,390, calculated with a six, seven and eight-year terms, respectively, 55%, 51% and 53% volatility, respectively, 2.8%, 2.85% and 2.87% discount rate, respectively, and the assumption of no dividends. During the nine months ended September 30, 2019 and 2018, the Company has recorded stock-based compensation expense of $40,000 and $32,000, respectively, related to these warrants. | |||||||||
Warrants [Member] | Forecast [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Warrants issued | 333,333 | 333,333 | 333,333 | |||||||
Warrants, terms | 8 years | 7 years | 6 years | |||||||
Warrants [Member] | Forecast [Member] | Volatility [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Warrants outstanding, measurement input | 0.53 | 0.51 | 0.55 | |||||||
Warrants [Member] | Forecast [Member] | Discount Rate [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Warrants outstanding, measurement input | 0.0287 | 0.0285 | 0.028 | |||||||
Warrants [Member] | Forecast [Member] | Dividend Rate [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Warrants outstanding, measurement input | 0 | 0 | 0 | |||||||
Warrants for Services [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Warrants issued | 161,100 | |||||||||
Fair value of the warrants | $ | $ 75,000 | |||||||||
Warrants, terms | 5 years | |||||||||
Description of warrant | the Company issued fully vested warrants to purchase 161,100 shares of the Company’s common stock for services. The fair value of the warrants issued was determined using the Black Scholes pricing model was $75,000. Calculated with a five-year term; 49% volatility; 2.85% discount rate and the assumption of no dividends. | |||||||||
Warrants for Services [Member] | Volatility [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Warrants outstanding, measurement input | 0.49 | |||||||||
Warrants for Services [Member] | Discount Rate [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Warrants outstanding, measurement input | 0.0285 | |||||||||
Warrants for Services [Member] | Dividend Rate [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Warrants outstanding, measurement input | 0 | |||||||||
Minimum [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Financing transactions, award grant | $ | $ 30,000,000 | |||||||||
Stock Options [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common stock, shares issued | 4,250,000 | |||||||||
Options available for grant | 6,250,000 | |||||||||
Stock options, vesting period | 4 years | 3 years | ||||||||
Stock Options [Member] | Common Stock [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of aggregate shares purchased | 2,389,438 | |||||||||
Stock Options [Member] | Maximum [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock options, term of award | 10 years |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Option Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Number of Shares | ||
Number of Shares, Outstanding at beginning of year | 4,700,000 | |
Number of Shares, Granted | 1,769,250 | |
Number of Shares, Cancelled | (150,000) | |
Number of Shares, Outstanding at ending of year | 6,319,250 | 4,700,000 |
Number of Shares, Exercisable | 5,519,250 | |
Weighted Average Exercise Price | ||
Weighted Average Exercise Price, Outstanding at beginning of year | $ 2.50 | |
Weighted Average Exercise Price, Granted | 2.50 | |
Weighted Average Exercise Price, Outstanding at end of year | 2.50 | $ 2.50 |
Weighted Average Exercise Price, Exercisable | $ 2.50 | |
Weighted Average Remaining Contractual Term | ||
Weighted Average Remaining Contractual Term | 9 years | 9 years 3 months 18 days |
Weighted Average Remaining Contractual Term, Exercisable | 8 years 9 months 18 days |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Assumptions Used to Estimate Fair Value of Stock Options Granted (Details) - Employee Stock Option [Member] | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (in years) | 7 years | |
Volatility | 55.00% | |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Approximate risk-free rate | 1.60% | 2.80% |
Expected life (in years) | 5 years 3 months 18 days | |
Volatility | 41.30% | |
Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Approximate risk-free rate | 2.50% | 3.10% |
Expected life (in years) | 7 years | |
Volatility | 44.30% |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Activity for Warrants Outstanding (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants, Outstanding | 15,081,255 | 4,296,255 |
Number of Warrants, Exercisable | 14,414,589 | 3,296,256 |
Weighted Average Exercise Price, Outstanding | $ 1.88 | $ 3.34 |
Stock Based Compensation Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants, Outstanding | 1,161,099 | 1,161,099 |
Number of Warrants, Exercisable | 494,433 | |
Weighted Average Exercise Price, Outstanding | $ 4.65 | $ 4.65 |
Weighted Average Exercise Price, Exercisable | $ 2.84 | |
Weighted Average Remaining Contractual Term, Outstanding | 6 years 1 month 6 days | 6 years 10 months 24 days |
Weighted Average Remaining Contractual Term, Exercisable | 6 years |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Change in fair value of embedded derivative liability | $ 0 | |
Fair value, assets, Level 1 to Level 2 transfers, amount | 0 | |
Fair value, assets, Level 2 to Level 1 transfers, amount | 0 | |
Fair value, assets, transfers into (out of) Level 3, amount | 0 | |
Fair value, liabilities, Level 1 to Level 2 transfers, amount | 0 | |
Fair value, liabilities, Level 2 to Level 1 transfers, amount | 0 | |
Fair value, liabilities, transfers into (out of) Level 3, amount | 0 | |
Estimated Fair Value [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt obligations | 14,000,000 | |
Carrying Amount [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt obligations | 13,000,000 | |
Long tern debt remaining obligations | $ 41,400,000 | $ 17,900,000 |
Leases - Schedule of Balances R
Leases - Schedule of Balances Recorded in Condensed Consolidated Balance Sheet Related to Lease Arrangements (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 |
Assets | ||
Operating leases | $ 11,448 | $ 4,381 |
Finance leases | 3,599 | |
Liabilities | ||
Operating leases current | 3,742 | |
Finance leases current | 953 | |
Operating leases non-current | 7,310 | |
Finance leases non-current | $ 2,955 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Finance lease costs: | ||
Amortization of ROU assets | $ 453 | $ 776 |
Interest on lease assets | 250 | 271 |
Operating lease costs | 772 | 2,881 |
Short-term lease costs | 1,910 | 5,502 |
Variable lease costs | 70 | 240 |
Total | $ 3,455 | $ 9,670 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information and Non-Cash Activity Related to Leases (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Financing cash flows from finance leases | $ 664 |
Operating cash flows from finance lease interest expense | 271 |
Operating cash flows from operating leases | 3,173 |
2019 Business Combinations [Member] | |
Right-of-use assets obtained in exchange for lease obligations: | |
Finance lease liabilities – recognized as of ASC 842 adoption and 2019 business combinations | 1,666 |
Operating lease liabilities – recognized as of ASC 842 adoption and 2019 business combinations | 10,276 |
ASU 2016-02 [Member] | |
Right-of-use assets obtained in exchange for lease obligations: | |
Finance lease liabilities – recognized as of ASC 842 adoption and 2019 business combinations | 1,493 |
Operating lease liabilities – recognized as of ASC 842 adoption and 2019 business combinations | $ 3,040 |
Leases - Schedule of Weighted-A
Leases - Schedule of Weighted-Average Remaining Lease-Term and Discount Rate (Details) | Sep. 30, 2019 |
Weighted-average remaining lease term (years) | |
Finance leases | 3 years 9 months 18 days |
Operating leases | 5 years 1 month 6 days |
Weighted-average discount rate | |
Finance leases | 10.00% |
Operating leases | 15.00% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 |
Operating Leases | ||
Operating Leases, Remainder of 2019 | $ 1,363 | |
Operating Leases, 2020 | 4,681 | |
Operating Leases, 2021 | 3,220 | |
Operating Leases, 2022 | 2,161 | |
Operating Leases, 2023 | 849 | |
Operating Leases, Thereafter | 2,935 | |
Operating Leases, Total lease payments | 15,209 | |
Operating Leases, Less: Imputed interest | (4,157) | |
Operating lease liabilities | 11,052 | $ 4,239 |
Finance Leases | ||
Finance Leases, Remainder of 2019 | 341 | |
Finance Leases, 2020 | 1,517 | |
Finance Leases, 2021 | 895 | |
Finance Leases, 2022 | 871 | |
Finance Leases, 2023 | 859 | |
Finance Leases, Thereafter | 339 | |
Finance Leases, Total lease payments | 4,822 | |
Finance Leases, Less: Imputed interest | (914) | |
Finance Leases, Present value of lease liabilities | $ 3,908 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Commitments Under ASC Topic 840 (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Future minimum lease commitments | |
2019 | $ 1,655 |
2020 | 1,007 |
2021 | 552 |
2022 | 504 |
2023 | 187 |
Thereafter | 39 |
Total | $ 3,944 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Jan. 31, 2019 | Sep. 30, 2019 | |
Lessee Lease Description [Line Items] | |||
Lease expire date | Sep. 30, 2038 | ||
Rent expense | $ 6,400,000 | ||
Sale Lease Back Description | the Company entered into a sale-leaseback transaction whereby it sold equipment for $0.2 million and concurrently entered into a finance lease agreement for the sold equipment with a 49-month term. | ||
Sale-leaseback transaction amount | $ 2,000,000 | $ 200,000 | $ 2,000,000 |
Fixed Assets [Member] | |||
Lessee Lease Description [Line Items] | |||
Sale Lease Back Description | the Company entered another sale-leaseback transaction in which the Company sold $2.0 million of fixed assets in exchange for $1.9 million in proceeds, of which $0.9 million was used to pay down equipment debt associated with the fixed assets sold. | ||
Sale Lease Back [Member] | |||
Lessee Lease Description [Line Items] | |||
Final payment | 100,000 | $ 19,000 | |
Finance lease agreement term | 49 months | ||
Initial monthly payment | 48,000 | $ 5,000 | |
Proceeds from sale of fixed assets | 1,900,000 | ||
Payment of equipment debt | 900,000 | ||
Loss on sale-leaseback transaction | $ 100,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Oct. 11, 2018USD ($) | Feb. 24, 2014 | Sep. 30, 2019USD ($)Vendor | Dec. 31, 2018USD ($) | Jul. 31, 2018USD ($) |
Other Commitments [Line Items] | |||||
Convertible senior notes payable | $ 1,000,000 | ||||
Commitments to purchase natural gas on take-or-pay basis with number of vendors | Vendor | 3 | ||||
Estimated remaining commitment liability | $ 300,000 | ||||
Security deposit | $ 300,000 | ||||
Letter of credit, description | EAF is required to provide financial security in the form of a letter of credit originally in the amount of $510,763, which amount may decrease annually during the term of the agreement and was equal to $306,458 as of September 30, 2019 and December 31, 2018. | ||||
Incremental Natural Gas Facilities Agreement [Member] | |||||
Other Commitments [Line Items] | |||||
Upfront cost | $ 0 | ||||
Term of agreement | 5 years | 10 years | |||
Required payments to install pipeline | $ 70,565 | ||||
Incremental Natural Gas Facilities Agreement [Member] | Letter of Credit [Member] | |||||
Other Commitments [Line Items] | |||||
Principal amount | 510,763 | ||||
Annual decrease in financial security | $ 306,458 | $ 306,458 | |||
El Toro [Member] | |||||
Other Commitments [Line Items] | |||||
Loss contingency, damages awarded value | $ 200,000 |
Subsequent Events - Recent Tax
Subsequent Events - Recent Tax Legislation - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Forecast [Member] | ||
Subsequent Event [Line Items] | ||
Social security taxes due percentage | 50.00% | 50.00% |
Subsequent Events - Impairment
Subsequent Events - Impairment of Long-Lived Assets - Additional Information (Details) $ in Millions | Oct. 01, 2019USD ($) |
Subsequent Events [Abstract] | |
Long-lived asset impairment charges | $ 3.5 |
Subsequent Events - Purchase of
Subsequent Events - Purchase of Fixed Assets - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 15, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Subsequent Event [Line Items] | |||
Common stock, shares issued | 7,199,696 | 2,258,530 | |
Fixed assets | $ 42,905 | $ 7,604 | |
CNG Tractors [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, shares issued | 1,174,800 | ||
Warrant issued | 1,174,800 | ||
Warrants, exercise price | $ 2.50 | ||
Fixed assets | $ 3,500 | ||
Accrued expenses | $ 3,500 | ||
Description of warrants | Company entered into an agreement with an existing stockholder to purchase used CNG tractors in exchange for 1,174,800 shares of the Company’s common stock and a warrant to purchase 1,174,800 shares of the Company’s common stock at an exercise price of $2.50 per share. |
Subsequent Events - Truckserv E
Subsequent Events - Truckserv Enterprises, LLC. - Additional Information (Details) - Subsequent Event [Member] - Truckserv Maintenance Operations [Member] | Jan. 13, 2020USD ($) |
Subsequent Event [Line Items] | |
Purchase price payable | $ 450,000 |
JB Lease Note [Member] | |
Subsequent Event [Line Items] | |
Debt instrument, monthly payment of principle and interest | $ 10,000 |
Purchase price payable period | 15 months |
quarterly principal payments | $ 300,000 |
Subsequent Events - Stock Optio
Subsequent Events - Stock Options - Additional Information (Details) - $ / shares | 1 Months Ended | 9 Months Ended | 11 Months Ended | |
Feb. 29, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Apr. 30, 2020 | |
Subsequent Event [Line Items] | ||||
Stock options granted | 1,769,250 | |||
Subsequent Event [Member] | Board of Directors [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock options granted | 70,000 | |||
Additional stock options granted | 3,324,999 | |||
Stock option expiration period | 10 years | 10 years | ||
Stock option exercise price | $ 2.50 | $ 2.50 | ||
Stock option vest ratably years | 3 years | |||
Stock options granted, description | the Board of Directors granted 70,000 stock options as compensation to board members with an exercise price of $2.50 and a 10-year life. The options vest ratably over three years. One-quarter (1/4) of the options vest and become exercisable on the grant date. The remaining vest and become exercisable ratably on the first, second, and third anniversaries of the date of grant. | the Board of Directors granted an additional 3,324,999 stock options with an exercise price of $2.50 and a 10-year life. For 1,380,000 of the stock options granted, one-quarter (1/4) vest and become exercisable on the grant date, with the remainder vesting and becoming exercisable ratably on the first, second, and third anniversaries of the date of grant. The remaining 1,944,999 stock options granted were fully vested and exercisable on the grant date. | ||
Fully vested and exercisable number of remaining stock options granted | 1,944,999 | |||
Partly vested and exercisable number of remaining stock options granted | 1,380,000 | |||
Subsequent Event [Member] | Stock Incentive Plan [Member] | Board of Directors [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares approved and available under stock option | 9,250,000 | 12,000,000 |
Subsequent Events - Debt - Addi
Subsequent Events - Debt - Additional Information (Details) - Subsequent Event [Member] - Subordinated Senior Notes Payable [Member] $ in Millions | 1 Months Ended |
Feb. 29, 2020USD ($)shares | |
Subsequent Event [Line Items] | |
Debt conversion, payable amount | $ | $ 0.1 |
Common Stock [Member] | |
Subsequent Event [Line Items] | |
Debt conversion related shares issued | shares | 21,000 |
Subsequent Events - Forbearance
Subsequent Events - Forbearance Agreement and Incremental Amendment to Financing Agreement - Additional Information (Details) - USD ($) $ in Thousands | Sep. 16, 2020 | Feb. 27, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 16, 2019 |
Obtained additional term loan commitments | $ 26,768 | $ 4,005 | |||
Incremental Amendment [Member] | Incremental Term Loans [Member] | |||||
Principal amount | $ 24,500 | ||||
Incremental Amendment [Member] | Incremental Term Loans [Member] | Forecast [Member] | |||||
Prepayment of outstanding term loan percentage | 5.00% | ||||
Subsequent Event [Member] | Incremental Amendment [Member] | Incremental Term Loans [Member] | |||||
Interest rate | 12.00% | ||||
Prepayment of outstanding term loan percentage | 7.00% | ||||
Term loans, description | The Incremental Term Loans bear interest at 12% per annum. Monthly interest payments will be due in cash, and all outstanding principal and interest will be due on the maturity date. The Incremental Term Loans may be prepaid at any time, subject to payment of a prepayment premium equal to (i) 7% of each prepayment made on or prior to September 16, 2020, and (ii) 5% of each prepayment made after September 16, 2020, but on or prior to September 16, 2021, with no premium due after September 16, 2021. | ||||
Percentage of financing fee | 2.00% | ||||
Reimbursement of expenses | $ 100 | ||||
Financing fees, description | The Company paid a 2% financing fee in connection with its entry into the Incremental Amendment. The Company also reimbursed the Collateral Agent for $0.1 million of fees, costs, and expenses previously accrued under the Financing Agreement and in addition paid fees, costs, and expenses of the Collateral Agent and the lenders newly incurred in connection with the Incremental Amendment. | ||||
Subsequent Event [Member] | Antara Capital [Member] | Incremental Amendment [Member] | Incremental Term Loans [Member] | |||||
Obtained additional term loan commitments | $ 3,200 |
Subsequent Events - Antara Capi
Subsequent Events - Antara Capital Warrant - Additional Information (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Subsequent Event [Line Items] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Antara Capital Warrant [Member] | ||
Subsequent Event [Line Items] | ||
Class of warrant to purchase number of common stock | 3,650,000 | |
Common stock, par value | $ 0.0001 | |
Warrants, exercise price | $ 2.50 | |
Class of warrant or rights, exercisable term | 10 years | |
Warrants issued, description | the Company issued a warrant (the “Antara Warrant 2020”) to Antara Capital to purchase 3,650,000 shares (the “Antara Warrant Shares 2020”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at an exercise price of $2.50 per share, subject to adjustment for certain distributions, stock splits, and issuances of Common Stock, as an incentive. The issuance of this warrant results in an additional debt discount that will be amortized to interest expense over the term of the det using the effective interest method. The Antara Warrant 2020 is exercisable for ten years from the date of issuance. If the fair market value of the Antara Warrant Shares 2020 is greater than $2.50 at the end of the exercise period, then the Antara Warrant 2020 will be deemed to be exercised automatically and immediately prior to the end of the exercise period. Pursuant to the Antara Warrant 2020, the Company granted Antara Capital preemptive rights to purchase its pro rata share, determined based on the number of shares held by Antara Capital or into which warrants held by Antara Capital (including the Antara Warrant 2020) are exercisable, of capital stock issued by the Company after the issuance date of the Antara Warrants 2020, subject to certain excepted issuances. | |
Antara Capital Warrant [Member] | Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Warrants, exercise price | $ 2.50 |
Subsequent Events - Sale of Com
Subsequent Events - Sale of Common Stock - Additional Information (Details) - USD ($) | Feb. 27, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Dec. 31, 2018 |
Common stock, shares issued | 7,199,696 | 2,258,530 | ||
Common Stock [Member] | Subsequent Event [Member] | ||||
Common stock, shares issued | 1,260,000 | 1,260,000 | ||
Aggregate gross proceeds pursuant to terms of subscription agreement | $ 3,200,000 | |||
Payments of underwriter discounts or commissions | $ 0 | |||
Sale of stock, description | the Company sold a total of 1,260,000 shares of its Common Stock to related parties for aggregate gross proceeds of $3.2 million pursuant to the terms of a subscription agreement. The Company did not pay any underwriter discounts or commissions in connection with the sale of the shares. The shares of Common Stock sold have the right to convert into securities which bear the same terms as those offered to satisfy the Liquidity Milestone defined in the Incremental Amendment. |
Subsequent Events - Amendment t
Subsequent Events - Amendment to Forbearance Agreement and Second Incremental Amendment to Financing Agreement - Additional Information (Details) - USD ($) $ in Thousands | May 24, 2020 | Sep. 30, 2019 | Sep. 30, 2018 |
Subsequent Event [Line Items] | |||
Obtained additional term loan commitments | $ 26,768 | $ 4,005 | |
Subsequent Event [Member] | Second Incremental Term Loans [Member] | Second Incremental Amendment [Member] | |||
Subsequent Event [Line Items] | |||
Obtained additional term loan commitments | $ 3,100 | ||
Term loans, description | The Second Incremental Term Loans bear interest at 12% per annum. Monthly interest payments will be due in cash, and all outstanding principal and interest will be due on the maturity date. The Second Incremental Term Loans may be prepaid at any time, subject to payment of a prepayment premium equal to (i) 7% of each prepayment made on or prior to September 16, 2020 and (ii) 5% of each prepayment made after September 16, 2020 but on or prior to September 16, 2021, with no premium due after September 16, 2021. | ||
Interest rate | 12.00% | ||
Subsequent Event [Member] | Second Incremental Term Loans [Member] | Second Incremental Amendment [Member] | If Prepayment Made on or Prior to September 16, 2020 [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, prepayment premium percentage | 7.00% | ||
Subsequent Event [Member] | Second Incremental Term Loans [Member] | Second Incremental Amendment [Member] | If Prepayment Made After September 16, 2020 But on or Prior to September 16, 2021 [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, prepayment premium percentage | 5.00% | ||
Subsequent Event [Member] | Second Incremental Term Loans [Member] | Second Incremental Amendment [Member] | If Prepayment Made After September 16, 2021 [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, prepayment premium percentage | 0.00% |
Subsequent Events - Waiver and
Subsequent Events - Waiver and Agreement to Issue Warrant - Additional Information (Details) - Antara Capital [Member] - Forecast [Member] | Mar. 31, 2020$ / sharesshares |
Subsequent Event [Line Items] | |
Warrants, exercise price | $ / shares | $ 2.50 |
Maximum [Member] | |
Subsequent Event [Line Items] | |
Class of warrant to purchase number of common stock | shares | 3,250,000 |
Subsequent Events - Second Amen
Subsequent Events - Second Amendment to Forbearance Agreement and Omnibus Amendment to Loan Agreement - Additional Information (Details) | Oct. 20, 2020USD ($)$ / sharesshares | Sep. 30, 2019 | Dec. 31, 2020USD ($)Tractorshares | Jan. 01, 2021$ / sharesshares | Oct. 19, 2020$ / sharesshares | Oct. 15, 2019$ / shares |
CNG Tractors [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Warrants, exercise price | $ / shares | $ 2.50 | |||||
Omnibus Amendment [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, covenant description | (i) The Company was required to either (a) fully consummate the acquisition by EVO Equipment Leasing, LLC of 89 used CNG tractors on or before December 31, 2020 or (b) issue 1,174,800 shares of the Company’s common stock to the lenders. The Company did not fully consummate the acquisition of the used CNG tractors by December 31, 2020 and was required to issue the 1,174,800 shares of the Company’s common stock to the lenders. (ii) The Company was required to issue to each of the lenders ratably warrants authorizing such lender to, on or after January 1, 2021, purchase its ratable share of up to 500,000 shares of the voting common stock of the Company at the price of $0.01 per share with a 10 year expiration. If the Company or any of its subsidiaries had not repaid or partially repaid the obligations with the net proceeds (in the amount of at least $25.0 million) of a financing under the “Main Street Lending Program” on or before December 31, 2020, then the Company was required to issue an additional 1,000,000 warrants to the lenders. The Company had not repaid the $25.0 million by December 31, 2020 and was therefore required to issue warrants to purchase an aggregate of 1,500,000 shares of the Company’s common stock to the lenders. (iii) All warrants previously issued to lenders, at the election of the lender holding same, will be exchanged without any cash consideration for warrants to purchase for $0.01 per share voting common stock of the Company at the rate of 0.64 warrants for shares of voting common stock of the Company. As a result, warrants to purchase an aggregate of 7,925,000 shares of the Company’s common stock at a price of $2.50 per share were exchanged for an aggregate of 5,072,000 shares of the Company’s common stock at a price of $0.01 per share. | |||||
Forecast [Member] | Omnibus Amendment [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock shares to be issued to lenders | 1,174,800 | |||||
Warrants to purchase voting common stock shares | 500,000 | |||||
Warrants, exercise price | $ / shares | $ 0.01 | $ 0.01 | $ 2.50 | |||
Class of warrant or rights, exercisable term | 10 years | |||||
Additional warrants to be issued | 1,000,000 | |||||
Class of warrant to purchase number of common stock | 1,500,000 | 7,925,000 | ||||
Warrants to purchase number of common stock shares exchange rate | 64.00% | |||||
Common stock | 5,072,000 | |||||
Forecast [Member] | Omnibus Amendment [Member] | Main Street Loan [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Minimum obligation to be repaid | $ | $ 25,000,000 | |||||
Forecast [Member] | Omnibus Amendment [Member] | EVO Equipment Leasing, LLC [Member] | CNG Tractors [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of tractors to be acquired | Tractor | 89 | |||||
Paycheck Protection Program Loan [Member] | Forecast [Member] | Omnibus Amendment [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Principal amount | $ | $ 10,000,000 |
Subsequent Events - Second Omni
Subsequent Events - Second Omnibus Amendment to Loan Documents - Additional Information (Details) - Second Omnibus Amendment [Member] - Forecast [Member] - Main Street Loan [Member] | Dec. 14, 2020USD ($) |
Subsequent Event [Line Items] | |
Debt instrument, description | The Second Omnibus Amendment also extended the maturity date of the term loans under the Financing Agreement to the date that is ninety-one days after the fifth anniversary of the closing date of the Main Street Loan or the date that is ninety-one days after the date of payment in full in cash of all obligations in respect of the Main Street Loan, whichever occurs first. |
Maximum [Member] | |
Subsequent Event [Line Items] | |
Principal amount | $ 17,033,000 |
Subsequent Events - Redemption
Subsequent Events - Redemption of Common Stock and Issuance of Series B preferred Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | May 24, 2020 | Jun. 30, 2019 | Mar. 31, 2018 | Mar. 27, 2020 |
Subsequent Event [Line Items] | ||||
Issuance of common stock for cash | $ 11,400 | $ 2,500 | ||
Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Issuance of common stock for cash, shares | 1,000,000 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Redemption of common Stock, description | On March 24, 2020, the Company entered into a stock redemption agreement with each of Danny Cuzick (“Cuzick”) and R. Scott Wheeler (“Wheeler”), pursuant to which (i) the Company redeemed 1,200,000 and 60,000 shares of its Common Stock, held by Cuzick and Wheeler, respectively, and (ii) agreed to issue 1,000,000 and 50,000 shares of its Series B Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”), to Cuzick and Wheeler, respectively. | |||
Subsequent Event [Member] | Danny Cuzick [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrants, exercise price | $ 2.50 | |||
Subsequent Event [Member] | Danny Cuzick [Member] | Maximum [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrants to purchase shares of common stock | 3,250,000 | |||
Subsequent Event [Member] | Danny Cuzick [Member] | Series B Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Preferred stock, agreed to issue | 1,000,000 | |||
Preferred stock, par value | $ 0.0001 | |||
Issuance of common stock for cash, shares | 1,000,000 | |||
Issuance of common stock for cash | $ 3,000 | |||
Subsequent Event [Member] | Danny Cuzick [Member] | Series B Preferred Stock [Member] | Maximum [Member] | ||||
Subsequent Event [Line Items] | ||||
Right to require repurchase of shares, percentage of aggregate amount of USPS reimbursements | 50.00% | |||
Subsequent Event [Member] | R. Scott Wheeler [Member] | Series B Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Preferred stock, agreed to issue | 50,000 | |||
Preferred stock, par value | $ 0.0001 | |||
Subsequent Event [Member] | Common Stock [Member] | Danny Cuzick [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares redeemed | 1,200,000 | |||
Subsequent Event [Member] | Common Stock [Member] | R. Scott Wheeler [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares redeemed | 60,000 |
Subsequent Events - Series B Pr
Subsequent Events - Series B Preferred Stock - Additional Information (Details) $ / shares in Units, $ in Millions | May 24, 2020USD ($)Vote$ / sharesshares | Sep. 30, 2019 |
Conversion of stock, description | Options generally vest ratably over 3 years. One quarter (1/4) of the options vest and become exercisable on the grant date. The remaining vest and become exercisable ratably on the first, second, and third anniversary of the date of grant. | |
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||
Preferred shares issued, description | the Company filed a Certificate of Designation of Rights and Preferences of Series B Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, which authorizes the Company to issue up to 3,075,000 shares of Series B Preferred Stock. | |
Preferred stock, shares authorized | shares | 3,075,000 | |
Preferred stock, voting rights | Holders of Series B Preferred Stock are entitled to four votes for each share of Series B Preferred Stock held on the record date for the determination of the stockholders entitled to vote or, if no record date is established, on the date the vote is taken. | |
Number of vote entitled for each shares | Vote | 4 | |
Preferred stock, dividend rate, percentage | 10.00% | |
Preferred stock dividend payment period | 5 years | |
Preferred stock per share amounts of preferred dividends in arrears | $ 3 | |
Preferred dividend, description | An annual, non-compounding dividend accrues on the Series B Preferred Stock at a rate of 10% per annum for five years from the date the Preferred Stock is issued. The dividend is payable, if and when declared by the Board of Directors, in arrears in the form of shares of Series B Preferred Stock at a rate of $3.00 per share, or, at the Company's option, quarterly in arrears in cash.The holders of the Series B Preferred Stock are entitled to a liquidation preference of $3.00 per share of Series B Preferred Stock plus any accrued but unpaid dividends upon the liquidation of the Company. The Series B Preferred Stock may be redeemed by the Company at any time at a redemption price equal to $3.00 plus all accrued but unpaid dividends, and each holder of Series B Preferred Stock may cause the Company to redeem the holder's Series B Preferred Stock at any time after March 23, 2025 at a redemption price equal to $3.00 plus all accrued but unpaid dividends. | |
Preferred stock, liquidation preference per share | $ 3 | |
Preferred stock, redemption price per share | $ 3 | |
Conversion of stock, description | The Series B Preferred Stock is convertible at any time at the option of the holder or the Company at an initial conversion ratio of one share of Common Stock for each share of Series B Preferred Stock. The initial conversion ratio shall be adjusted in the event of any stock splits, stock dividends and other recapitalizations. If the Company is the party electing to exercise the conversion right, it must provide five days’ prior notice to the holders of the Series B Preferred Stock during which the holders of Series B Preferred Stock may elect to exercise their redemption right to receive cash in lieu of the Common Stock that would otherwise be issued by the Company in connection with the conversion. In addition, each share of Series B Preferred Stock will automatically convert to one share of Common Stock (i) if the closing price on all domestic securities exchanges on which the Common Stock may at the time be listed exceeds $3.00 per share for 90 consecutive trading days and the average daily trading volume of the Common Stock is at least 20,000 shares for that same period; (ii) immediately prior to closing a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) relating to an offer and sale of shares of Common Stock that generates gross proceeds of at least $25.0 million; or (iii) immediately prior to effectiveness of a registration statement under the Securities Act covering shares of Common Stock sold in a private offering that generates gross proceeds of at least $25.0 million. If the automatic conversion of Series B Preferred Stock pursuant to subpart (ii) or (iii) of the previous sentence occurs prior to the fifth anniversary of the date of issuance of the Series B Preferred Stock, then all dividends that would have accrued with respect to the Series B Preferred Stock for the period from the conversion date to the fifth anniversary of the issuance date will be deemed to automatically accrue and be treated as accrued and unpaid dividends on such Series B Preferred Stock as of immediately prior to conversion. | |
Number of common stock issued upon conversion of preferred stock | shares | 1 | |
Exercise of conversion right, notice period | 5 days | |
Subsequent Event [Member] | Series B Preferred Stock [Member] | Minimum [Member] | ||
Closing price per share of listed common stock for 90 consecutive trading days required for conversion of preferred stock | $ 3 | |
Average daily trading volume of common stock required for conversion of preferred stock | shares | 20,000 | |
Subsequent Event [Member] | Series B Preferred Stock [Member] | Minimum [Member] | Public Offering [Member] | ||
Proceeds from issuance of common stock required for conversion of preferred stock | $ | $ 25 | |
Subsequent Event [Member] | Series B Preferred Stock [Member] | Minimum [Member] | Private Offering [Member] | ||
Proceeds from issuance of common stock required for conversion of preferred stock | $ | $ 25 |
Subsequent Events - Paycheck Pr
Subsequent Events - Paycheck Protection Program Loan - Additional Information (Details) - Paycheck Protection Program Loan, CARES Act [Member] - Subsequent Event [Member] - BOKF, N.A. [Member] | Apr. 15, 2020USD ($) |
Subsequent Event [Line Items] | |
Principal amount | $ 10,000,000 |
Maturity date | Apr. 15, 2022 |
Interest rate | 1.00% |
Maturity date | monthly |
Debt instrument prepayment penalties | $ 0 |
Period for loan amount and accrued interest eligible for forgiveness | 56 days |
Subsequent Events - Issuance of
Subsequent Events - Issuance of Contingent Consideration - Additional Information (Details) | 1 Months Ended |
Jun. 30, 2020shares | |
Contingent Consideration [Member] | Subsequent Event [Member] | Finkle Transport Inc. [Member] | Common Stock [Member] | |
Subsequent Event [Line Items] | |
Business combination, common stock issued | 870,317 |
Subsequent Events - Main Street
Subsequent Events - Main Street Priority Loan Program Facility with Commerce Bank of Arizona, Inc - Additional Information (Details) - USD ($) | Dec. 14, 2020 | Sep. 30, 2019 |
Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Interest rate | 5.10% | |
Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Interest rate | 3.90% | |
Main Street Loan [Member] | Subsequent Event [Member] | Commerce Bank of Arizona Inc [Member] | ||
Subsequent Event [Line Items] | ||
Debt instrument repayment interval period | 5 years | |
Interest rate | 3.00% | |
Interest rate, terms | (i) 3% percent per year plus (ii) the rates per year quoted by Bank as Bank’s three month LIBOR rate based upon quotes of the London Interbank Offered Rate, as quoted for U.S. Dollars by Bloomberg, or other comparable services selected by Bank (the “LIBOR Index”). Such interest rate will change once every third month on the fifth day of the month and will be the LIBOR Index on the day which is two banking days prior to the date the change becomes effective. | |
Main Street Loan [Member] | Subsequent Event [Member] | Commerce Bank of Arizona Inc [Member] | Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Principal amount | $ 17,000,000 | |
Main Street Loan [Member] | Subsequent Event [Member] | Commerce Bank of Arizona Inc [Member] | ||
Subsequent Event [Line Items] | ||
Maturity date | quarterly | |
Date of first interest payment | Mar. 14, 2022 | |
Unpaid interest as percentage on outstanding principal balance | 15.00% | |
Maturity date | Dec. 14, 2025 |
Subsequent Events - Contributio
Subsequent Events - Contribution of Equity of Environmental Alternative Fuels, LLC to EVO Holding Company, LLC - Additional Information (Details) - Subsequent Event [Member] - Main Street Loan [Member] - Danny Cuzick [Member] $ / shares in Units, $ in Millions | Dec. 14, 2020USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Percentage of ownership interest contribution | 100.00% |
Amount of indemnification for guaranty of certain obligations | $ | $ 0.5 |
Warrants to purchase common stock | shares | 1,000,000 |
Warrants to purchase shares of common stock price per share | $ / shares | $ 0.01 |
Subsequent Events - United Stat
Subsequent Events - United States Postal Service Settlement - Additional Information (Details) - USPS [Member] - Forecast [Member] - USD ($) $ in Millions | Feb. 19, 2021 | Jan. 19, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||
Payments for transportation settlements | $ 17.5 | $ 7.1 | |
Additional settlement payment including rate adjustments under settlement agreement | $ 3.8 |
Subsequent Events - Agreement W
Subsequent Events - Agreement With Triumph Business Capital - Additional Information (Details) | Mar. 09, 2021USD ($)Installment | Oct. 31, 2018USD ($) |
Subsequent Event [Line Items] | ||
Repayment of factor advances | $ 100,000 | |
Triumph Business Capital [Member] | Letter of Intent and Memo of Understanding [Member] | Forecast [Member] | ||
Subsequent Event [Line Items] | ||
Proceeds from transportation settlements | $ 17,500,000 | |
Repayment of factor advances | 11,000,000 | |
Amount retained to reduce outstanding principal amount of factoring advances | $ 6,900,000 | |
Number of installments for repayment | Installment | 48 | |
Frequency of payments | monthly | |
Date of first required payment | Jan. 1, 2022 | |
Funds held in reserve against advances | $ 800,000 |
Subsequent Events - Settlement
Subsequent Events - Settlement Agreement and Release - Additional Information (Details) - USD ($) | Mar. 12, 2021 | Sep. 30, 2019 | Jul. 20, 2018 |
Secured Convertible Promissory Notes [Member] | |||
Subsequent Event [Line Items] | |||
Warrants, exercise price | $ 2.50 | ||
DTII Note [Member] | Settlement Agreement And Release [Member] | Secured Convertible Promissory Notes [Member] | |||
Subsequent Event [Line Items] | |||
Principal amount | $ 3,000,000 | ||
DTII Note [Member] | Forecast [Member] | Settlement Agreement And Release [Member] | |||
Subsequent Event [Line Items] | |||
Warrants, exercise price | $ 2.50 | ||
DTII Note [Member] | Forecast [Member] | Settlement Agreement And Release [Member] | Midwest Bank [Member] | |||
Subsequent Event [Line Items] | |||
Notes payable in cash | $ 500,000 | ||
Warrants, exercise price | $ 0.01 | ||
DTII Note [Member] | Forecast [Member] | Settlement Agreement And Release [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Warrants to purchase shares of common stock | 1,200,000 | ||
DTII Note [Member] | Forecast [Member] | Settlement Agreement And Release [Member] | Maximum [Member] | Midwest Bank [Member] | |||
Subsequent Event [Line Items] | |||
Warrants to purchase shares of common stock | 1,250,000 | ||
DTII Note [Member] | Forecast [Member] | Settlement Agreement And Release [Member] | Warrant Exercise Price of 2.50 Per Share [Member] | |||
Subsequent Event [Line Items] | |||
Warrants, exercise price | $ 2.50 | ||
DTII Note [Member] | Forecast [Member] | Settlement Agreement And Release [Member] | Warrant Exercise Price of 2.50 Per Share [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Warrants to purchase shares of common stock | 950,000 | ||
DTII Note [Member] | Forecast [Member] | Settlement Agreement And Release [Member] | Warrant Exercise Price of 0.01 Per Share [Member] | |||
Subsequent Event [Line Items] | |||
Warrants, exercise price | $ 0.01 | ||
DTII Note [Member] | Forecast [Member] | Settlement Agreement And Release [Member] | Warrant Exercise Price of 0.01 Per Share [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Warrants to purchase shares of common stock | 250,000 |
Subsequent Events - Purchase an
Subsequent Events - Purchase and Cancellation of Secured Convertible Promissory Notes - Additional Information (Details) - Note Purchase Agreements and Releases [Member] - 2018 Convertible Notes [Member] - Forecast [Member] - USD ($) $ / shares in Units, $ in Millions | Jun. 30, 2021 | Apr. 30, 2021 |
Subsequent Event [Line Items] | ||
Principal amount | $ 0.6 | $ 0.6 |
Notes payable in cash | $ 0.1 | $ 0.1 |
Warrants to purchase shares of common stock | 231,453 | 231,453 |
Warrants, exercise price | $ 0.01 | $ 0.01 |