EVO Transportation & Energy Services, Inc. [EVOA] Filings

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10-Q 1 evoa-20210630.htm 10-Q 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission file number 000-54218

EVO Transportation & Energy Services, Inc.

(Exact name of registrant as specified in its charter)


Delaware		37-1615850
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

2075 West Pinnacle Peak Rd. Suite 130

Phoenix, AZ 85027

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 877-973-9191

Securities registered pursuant to Section 12(b) of the Act: None.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (Exchange Act) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 27, 2022, there were 16,387,944 shares of the registrant’s common stock, par value $0.0001, outstanding.

Explanatory Note

We have been delayed in filing this Quarterly Report on Form 10-Q (this “Q2 2021 Quarterly Report”). Immediately following the filing of this Q2 2021 Quarterly Report, we expect to file our Annual Report on Form 10-K for the year ended December 31, 2021 (the “2020 10-K”). Unless otherwise noted, the disclosures in this Q2 2021 Quarterly Report speak as of June 30, 2021 and for the three-month and six-month periods then ended.

EVO TRANSPORTATION & ENERGY SERVICES, INC.

INDEX


	Page No.

PART I – FINANCIAL INFORMATION	2

Item 1. Condensed Consolidated Financial Statements (unaudited)	2

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	33

Item 3. Quantitative and Qualitative Disclosures About Market Risk	42

Item 4. Controls and Procedures	42

PART II – OTHER INFORMATION	45

Item 1. Legal Proceedings	45

Item 1A. Risk Factors	45

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	45

Item 3. Defaults Upon Senior Securities	45

Item 4. Mine Safety Disclosures	45

Item 5. Other Information	45

Item 6. Exhibits	45

EXHIBIT INDEX	46

SIGNATURES	47

EVO TRANSPORTATION & ENERGY SERVICES, INC.

PART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (unaudited)

Condensed Consolidated Balance Sheets (unaudited)


	June 30, 2021			December 31, 2020
($ in thousands, except share and per share data)
Assets
Current assets
Cash	$	12,426		$	26,644
Accounts receivable - trade, net		22,829			13,033
Alternative fuels tax credit receivable		237			1,054
Due from related party		10			40
Prepaids and other current assets		4,389			2,205
Total current assets		39,891			42,976
Non-current assets
Property and equipment, net		29,075			28,240
Goodwill		23,837			23,837
Intangible assets, net		4,631			5,087
Operating lease right-of-use assets, net		8,213			10,473
Finance lease right-of-use assets, net		25,350			27,913
Deposits and other long-term assets		4,865			3,797
Total non-current assets		95,971			99,347
Total assets	$	135,862		$	142,323
Liabilities, Temporary Equity and Stockholders’ Deficit
Current liabilities
Accounts payable	$	10,943		$	11,698
Accrued expenses and other current liabilities		12,891			18,589
Accrued interest - related party		2,469			2,249
Embedded derivative liability		2,182			2,278
Warrant liabilities		9,502			11,264
Advances under factoring arrangements, current portion		17,373			24,397
Current portion of long-term debt		30,412			12,727
Current portion of long-term debt - related party		24,170			50,252
Operating lease liabilities, current portion		3,618			3,801
Finance lease liabilities, current portion		4,459			4,597
Total current liabilities		118,019			141,852
Non-current liabilities
Advances under factoring arrangements, less current portion		6,069			—
Long-term debt, less current portion		7,699			24,737
Long-term debt, less current portion - related party		11,399			3,379
Operating lease liabilities, less current portion		4,589			6,553
Finance lease liabilities, less current portion		22,512			24,884
Deferred tax liability		48			17
Total non-current liabilities		52,316			59,570
Total liabilities		170,335			201,422
Commitments and contingencies (Note 11)
Temporary Equity
Series A Redeemable Convertible Preferred stock, $0.0001 par value; 10,000,000 shares authorized, 100,000 shares issued and outstanding, includes accrued and undeclared dividends $116 (June 30, 2021) and $98 (December 31, 2020) liquidation preference $416 (June 30, 2021) and $398 (December 31, 2020)		416			398
Series B Redeemable Convertible Preferred stock, $0.0001 par value; 3,075,000 shares authorized, 2,050,000 shares issued and outstanding, includes accrued and undeclared dividends $780 (June 30, 2021) and $475 (December 31, 2020) liquidation preference $6,930 (June 30, 2021) and $6,625 (December 31, 2020)		6,930			6,625
Redeemable common stock, at redemption value; 2,240,000 (June 30, 2021 and December 31, 2020)		1,200			1,200
Stockholders’ deficit
Common stock, $0.0001 par value; 100,000,000 shares authorized; 12,972,815 (June 30, 2021 and December 31, 2020) shares issued and outstanding		2			2
Common stock subscribed and not yet issued 330 (June 30, 2021) and 80 (December 31, 2020)		—			—
Common stock issuable		4,390			3,474
Additional paid-in capital		32,139			30,821
Accumulated deficit		(79,550	)		(101,619	)
Total stockholders’ deficit		(43,019	)		(67,322	)
Total liabilities, temporary equity, and stockholders’ deficit	$	135,862		$	142,323

See notes to unaudited condensed consolidated financial statements.

EVO TRANSPORTATION & ENERGY SERVICES, INC.

Condensed Consolidated Statements of Operations (Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
($ in thousands, except share and per share data)	2021			2020			2021			2020
Revenue
Trucking	$	56,439		$	51,719		$	110,391		$	107,125
Other		—			—			34,758			—
CNG		54			232			190			552
Total revenue		56,493			51,951			145,339			107,677
Operating expenses
Payroll, benefits and related		22,243			25,200			43,705			52,731
Purchased transportation		11,533			7,384			20,721			15,477
Fuel		6,485			4,784			11,853			11,925
Equipment rent		2,984			2,420			5,539			5,658
Maintenance and supplies		2,465			2,657			4,715			5,490
General and administrative		5,742			4,284			10,786			9,228
Operating supplies and expenses		3,472			4,160			7,560			8,017
Depreciation and amortization		3,738			3,645			7,362			7,115
Insurance and claims		2,377			2,979			4,963			5,539
Loss on sale of fixed assets		37			—			37			—
Change in fair value of contingent consideration		—			296			—			296
CNG expenses		16			105			194			291
Total operating expenses		61,092			57,914			117,435			121,767
Operating income (loss)		(4,599	)		(5,963	)		27,904			(14,090	)
Other income (expense)
Interest expense		(2,799	)		(3,440	)		(6,902	)		(7,064	)
Change in fair value of embedded derivative liability		(692	)		(109	)		96			(154	)
Change in fair value of warrant liabilities		(1,345	)		(975	)		1,762			7,260
Gain (loss) on extinguishment of debt		256			30			790			(10,056	)
Other miscellaneous income		4			—			4			—
Total other expense		(4,576	)		(4,494	)		(4,250	)		(10,014	)
Income (loss) before income taxes		(9,175	)		(10,457	)		23,654			(24,104	)
(Provision) benefit for income taxes		21			(51	)		(1,585	)		(106	)
Net income (loss)	$	(9,154	)	$	(10,508	)	$	22,069		$	(24,210	)
Earnings per share:
Basic	$	(0.30	)	$	(0.55	)	$	0.72		$	(1.26	)
Diluted	$	(0.30	)	$	(0.55	)	$	0.67		$	(1.26	)
Weighted average shares outstanding:
Basic		30,883,149			19,542,498			30,116,853			19,722,498
Diluted		30,883,149			19,542,498			33,322,039			19,722,498

See notes to unaudited condensed consolidated financial statements.

EVO TRANSPORTATION & ENERGY SERVICES, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited)

For the Six Months Ended June 30, 2021


	Common Stock				Common Stock Subscribed				Common Stock		Additional Paid-in			Accumulated			Total Stockholders’
($ in thousands, except share data)	Shares		Amount		Shares		Amount		Issuable		Capital			Deficit			Deficit
Balance - December 31, 2020		15,212,815	$	2		80	$	—	$	3,474	$	30,821		$	(101,619	)	$	(67,322	)
Obligation to issue common stock - related party		—		—		—		—		916		—			—			916
Issuance of warrants to extinguish debt		—		—		—		—		—		1,224			—			1,224
Common stock issued for services - related party		—		—		250		—		—		—			—			—
Stock-based compensation expense		—		—		—		—		—		232			—			232
Series A Redeemable Preferred stock dividend		—		—		—		—		—		(9	)		—			(9	)
Series B Redeemable Preferred stock dividend		—		—		—		—		—		(152	)		—			(152	)
Net income		—		—		—		—		—		—			31,223			31,223
Balance - March 31, 2021		15,212,815		2		330		—		4,390		32,116			(70,396	)		(33,888	)
Issuance of warrants to extinguish debt		—		—		—		—		—		68

EVO Transportation & Energy Services, Inc. [EVOA] Filings
10-Q	[2022-06-30]
10-Q	[2022-06-30]
10-Q	[2022-06-30]
10-K	[2022-06-30]
10-Q	[2022-02-01]
10-K	[2022-02-01]
10-Q	[2022-02-01]
10-Q	[2022-02-01]
10-Q	[2021-08-27]
10-K	[2021-08-10]
10-Q	[2020-05-07]
10-Q	[2019-12-09]
10-K	[2019-05-30]
S-1	[2019-02-11]
10-Q	[2018-11-15]
10-Q	[2018-08-24]
10-Q	[2018-05-18]
10-K	[2018-04-17]
10-Q	[2017-11-20]
10-Q	[2017-08-14]
10-Q	[2017-05-26]
10-K	[2017-04-18]
10-Q	[2016-11-03]
10-Q	[2016-08-15]
10-Q	[2016-05-12]
10-K	[2016-03-28]
10-Q	[2015-11-12]
10-Q	[2015-08-12]
10-Q	[2015-05-14]
10-K	[2015-03-24]
10-Q	[2014-11-07]
10-Q	[2014-08-13]
10-Q	[2014-05-09]
10-K	[2014-03-31]
10-Q	[2013-11-04]
10-Q	[2013-08-12]
10-Q	[2013-05-13]
10-K	[2013-03-22]
10-Q	[2012-11-08]
10-Q	[2012-08-10]
10-Q	[2012-05-15]
10-K	[2012-03-28]