EVO Transportation & Energy Services (EVOA) 10-Q 22 Aug 23 2022 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Aug. 21, 2023
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, 2022
Document Fiscal Year Focus	2022
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		435,200,219
Entity File Number	000-54218
Entity Tax Identification Number	37-1615850
Entity Interactive Data Current	No
Entity Incorporation, State or 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, 2022	Dec. 31, 2021
Current assets
Cash	$ 15,487	$ 6,325
Accounts receivable - trade, net	6,452	22,697
Alternative fuels tax credit receivable	425	287
Due from related party	10	10
Prepaids and other current assets	4,574	2,150
Total current assets	26,948	31,469
Non-current assets
Property and equipment, net	22,178	27,962
Goodwill	23,837	23,837
Intangible assets, net	3,512	4,180
Operating lease right-of-use assets, net	6,202	7,155
Finance lease right-of-use assets, net	27,290	24,391
Deposits and other long-term assets	6,969	7,520
Total non-current assets	89,988	95,045
Total assets	116,936	126,514
Current liabilities
Accounts payable	14,956	16,245
Accrued expenses and other current liabilities	13,335	19,744
Accrued interest - related party	782	2,743
Embedded derivative liability	1,501	1,513
Warrant liabilities	20,495	13,784
Advances under factoring arrangements, current portion	1,715	9,073
Current portion of long-term debt	21,477	22,135
Current portion of long-term debt - related party	30,686	33,164
Operating lease liabilities, current portion	2,285	3,045
Finance lease liabilities, current portion	8,283	4,448
Total current liabilities	115,515	125,894
Non-current liabilities
Advances under factoring arrangements, less current portion	4,016	5,202
Long-term debt, less current portion	4,777	7,455
Long-term debt, less current portion - related party	4,484	4,023
Operating lease liabilities, less current portion	3,977	4,114
Finance lease liabilities, less current portion	19,961	21,790
Deferred tax liability	230	97
Total non-current liabilities	37,445	42,681
Total liabilities	152,960	168,575
Commitments and contingencies (Note 10)
Stockholders’ deficit
Common stock, $0.0001 par value; 600,000,000 (September 30, 2022) and 100,000,000 (December 31, 2021) shares authorized; 22,553,583 (September 30, 2022) and 15,213,145 (December 31, 2021) shares issued and outstanding	2	2
Common stock issuable	3,474	4,390
Additional paid-in capital	65,744	32,039
Accumulated deficit	(105,244)	(87,366)
Total stockholders’ deficit	(36,024)	(50,935)
Total liabilities, temporary equity, and stockholders' deficit	116,936	126,514
Series A Redeemable Convertible Preferred Stock [Member]
Temporary Equity
Redeemable stock		434
Series B Redeemable Convertible Preferred Stock [Member]
Temporary Equity
Redeemable stock		7,240
Series C Redeemable Preferred Stock [Member]
Temporary Equity
Redeemable stock
Redeemable Common Stock [Member]
Temporary Equity
Redeemable stock		1,200
Series D Non-Redeemable Preferred Stock [Member]
Stockholders’ deficit
Series D Non-Redeemable Preferred stock, $0.0001 par value; 1 share (September 30, 2022) and 0 (December 31, 2021) share authorized, issued and outstanding, includes liquidation preference of $0 (September 30, 2022) and December 2021)

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	600,000,000	100,000,000
Common stock, shares issued	22,553,583	15,213,145
Common stock, shares outstanding	22,553,583	15,213,145
Series A Redeemable Convertible Preferred Stock [Member]
Redeemable convertible preferred stock, par value	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock, shares authorized	10,000,000	10,000,000
Redeemable convertible preferred stock, shares issued	0	100,000
Redeemable convertible preferred stock, shares outstanding	0	100,000
Accrued and undeclared dividends	$ 0	$ 134
Redeemable convertible preferred stock, liquidation preference	$ 0	$ 434
Series B Redeemable Convertible Preferred Stock [Member]
Redeemable convertible preferred stock, par value	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock, shares authorized	3,075,000	3,075,000
Redeemable convertible preferred stock, shares issued	0	2,050,000
Redeemable convertible preferred stock, shares outstanding	0	2,050,000
Accrued and undeclared dividends	$ 0	$ 1,090
Redeemable convertible preferred stock, liquidation preference	$ 0	$ 7,240
Series C Redeemable Preferred Stock [Member]
Redeemable convertible preferred stock, par value	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock, shares authorized	1	0
Redeemable convertible preferred stock, shares issued	1	0
Redeemable convertible preferred stock, shares outstanding	1	0
Accrued and undeclared dividends	$ 0
Redeemable convertible preferred stock, liquidation preference	$ 0	$ 0
Redeemable Common Stock [Member]
Redeemable equity at redemption value	0	2,240,000
Series D Non-Redeemable Preferred Stock [Member]
Non-Redeemable Preferred stock, par value	$ 0.0001	$ 0.0001
Non-Redeemable Preferred stock, shares authorized	1	0
Non-Redeemable Preferred stock, shares issued	1	0
Non-Redeemable Preferred stock, shares outstanding	1	0
Non-Redeemable Preferred stock, liquidation preference	$ 0	$ 0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue
Total revenue	$ 75,360	$ 68,860	$ 223,022	$ 214,199
Operating expenses
Payroll, benefits and related	33,378	27,923	97,486	74,639
Purchased transportation	8,320	17,303	30,678	38,024
Fuel	11,549	7,278	36,154	19,131
Equipment rent	3,261	3,736	11,666	9,275
Maintenance and supplies	3,880	2,642	11,491	7,357
General and administrative	6,415	4,101	14,670	11,876
Operating supplies and expenses	4,112	3,748	10,472	11,308
Depreciation and amortization	3,976	4,009	12,115	11,371
Insurance and claims	1,423	1,918	4,840	6,881
(Gain) loss on sale of fixed assets	(13)	41	29	78
Total operating expenses	76,342	72,723	229,715	190,158
Operating income (loss)	(982)	(3,863)	(6,693)	24,041
Other income (expense)
Interest expense	(10,787)	(2,784)	(30,890)	(9,686)
Change in fair value of embedded derivative liability	5,934	1,311	12	1,407
Change in fair value of warrant liabilities	6,946	481	25,296	2,243
Gain (loss) on extinguishment of debt		10,163	(5,318)	10,953
Other miscellaneous income	236	10	236	14
Total other expense	2,329	9,181	(10,664)	4,931
Income (loss) before income taxes	1,347	5,318	(17,357)	28,972
(Provision) benefit for income taxes	881	11	(521)	(1,574)
Net (loss) income	$ 2,228	$ 5,329	$ (17,878)	$ 27,398
Earnings per share:
Basic	$ 0.01	$ 0.17	$ (0.23)	$ 0.89
Diluted	$ 0.01	$ 0.16	$ (0.23)	$ 0.83
Weighted average shares outstanding:
Basic	146,316,155	30,891,398	78,165,201	30,377,872
Diluted	146,335,920	33,536,838	78,165,201	33,358,162
Trucking [Member]
Revenue
Total revenue	$ 75,251	$ 68,769	$ 222,795	$ 179,160
Other [Member]
Revenue
Total revenue	109	91	227	35,039
CNG [Member]
Operating expenses
CNG expenses	$ 41	$ 24	$ 114	$ 218

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands	Total	Series A Redeemable Convertible Preferred Stock [Member]	Series B Redeemable Convertible Preferred Stock [Member]	Common Stock [Member]	Preferred Stock [Member]	Common Stock Subscribed [Member]	Common Stock Issuable [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Series A Redeemable Convertible Preferred Stock [Member]	Additional Paid-in Capital [Member] Series B Redeemable Convertible Preferred Stock [Member]	Accumulated Deficit [Member]
Beginning balance at Dec. 31, 2020	$ (67,322)			$ 2			$ 3,474	$ 30,821			$ (101,619)
Beginning balance, shares at Dec. 31, 2020				15,212,815		80
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, shares						250
Stock-based compensation expense	232							232
Redeemable preferred stock dividend		$ (9)	$ (152)						$ (9)	$ (152)
Net income (loss)	31,223										31,223
Ending balance at Mar. 31, 2021	(33,888)			$ 2			4,390	32,116			(70,396)
Ending balance, shares at Mar. 31, 2021				15,212,815		330
Beginning balance at Dec. 31, 2020	(67,322)			$ 2			3,474	30,821			(101,619)
Beginning balance, shares at Dec. 31, 2020				15,212,815		80
Net income (loss)	27,398
Ending balance at Sep. 30, 2021	(37,676)			$ 2			4,390	32,153			(74,221)
Ending balance, shares at Sep. 30, 2021				15,212,815		330
Beginning balance at Mar. 31, 2021	(33,888)			$ 2			4,390	32,116			(70,396)
Beginning balance, shares at Mar. 31, 2021				15,212,815		330
Issuance of warrants to extinguish debt	68							68
Stock-based compensation expense	117							117
Redeemable preferred stock dividend		(9)	(153)						(9)	(153)
Net income (loss)	(9,154)										(9,154)
Ending balance at Jun. 30, 2021	(43,019)			$ 2			4,390	32,139			(79,550)
Ending balance, shares at Jun. 30, 2021				15,212,815		330
Stock-based compensation expense	178							178
Redeemable preferred stock dividend		(9)	(155)						(9)	(155)
Net income (loss)	5,329										5,329
Ending balance at Sep. 30, 2021	(37,676)			$ 2			4,390	32,153			(74,221)
Ending balance, shares at Sep. 30, 2021				15,212,815		330
Beginning balance at Dec. 31, 2021	(50,935)			$ 2			4,390	32,039			(87,366)
Beginning balance, shares at Dec. 31, 2021				15,213,145
Issuance of common stock for cash - related party							(916)	916
Issuance of common stock for cash - related party, shares				1,174,800
Conversion of Convertible Notes into warrants	9,708							9,708
Stock-based compensation expense	31							31
Redeemable preferred stock dividend		(9)	(152)						(9)	(152)
Net income (loss)	(12,763)										(12,763)
Ending balance at Mar. 31, 2022	(54,120)			$ 2			3,474	42,533			(100,129)
Ending balance, shares at Mar. 31, 2022				16,387,945
Beginning balance at Dec. 31, 2021	(50,935)			$ 2			4,390	32,039			(87,366)
Beginning balance, shares at Dec. 31, 2021				15,213,145
Net income (loss)	(17,878)
Ending balance at Sep. 30, 2022	(36,024)			$ 2			3,474	65,744			(105,244)
Ending balance, shares at Sep. 30, 2022				22,553,583	1
Beginning balance at Mar. 31, 2022	(54,120)			$ 2			3,474	42,533			(100,129)
Beginning balance, shares at Mar. 31, 2022				16,387,945
Stock-based compensation expense	34							34
Redeemable preferred stock dividend		$ (9)	$ (153)						$ (9)	$ (153)
Net income (loss)	(7,343)										(7,343)
Ending balance at Jun. 30, 2022	(61,591)			$ 2			3,474	42,405			(107,472)
Ending balance, shares at Jun. 30, 2022				16,387,945
Reclassification of warrants from liability classified to equity classified	1,258							1,258
Issuance of Series D Non-Redeemable Preferred stock, shares					1
Issuance of Series D Non-Redeemable Preferred stock	750							750
Exercise of warrants into common stock, shares				3,500,000
Exercise of warrants into common stock	69							69
Issuance of equity classified warrants	3,074							3,074
Restructuring gain from related parties	8,954							8,954
Reclassification of redeemable common stock	1,200							1,200
Conversion of Series A Redeemable Preferred stock into common stock, shares				150,597
Conversion of Series A Redeemable Preferred stock into common stock	452							452
Conversion of Series B Redeemable Preferred stock into common stock, shares				2,515,041
Conversion of Series B Redeemable Preferred stock into common stock	7,545							7,545
Stock-based compensation expense	37							37
Net income (loss)	2,228										2,228
Ending balance at Sep. 30, 2022	$ (36,024)			$ 2			$ 3,474	$ 65,744			$ (105,244)
Ending balance, shares at Sep. 30, 2022				22,553,583	1

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities
Net income (loss)	$ (17,878)	$ 27,398
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization	12,115	11,371
Non-cash lease expense	2,905	2,903
Loss on sale of fixed assets	29	78
Amortization of debt discount and debt issuance costs	10,148	793
Deferred income taxes	133	43
Stock-based compensation expense	102	527
Non-cash interest expense	14,117	4,768
Bad debt expense	504	1
Change in fair value of embedded derivative liability	(12)	(1,407)
Change in fair value of warrant liabilities	(25,296)	(2,243)
(Gain) loss on extinguishment of debt	5,318	(10,953)
Restructuring gain from Recapitalization Transactions	(214)
Changes in assets and liabilities
Accounts receivable - trade	15,741	(14,162)
Alternative fuels tax credit receivable	(138)	742
Due from related party		30
Other assets	(1,874)	(2,502)
Accounts payable	(1,791)	(721)
Accrued expenses and other current liabilities	(5,988)	(2,924)
Accrued interest - related party	1,244	357
Operating lease liabilities	(3,359)	(4,092)
Net cash provided by (used in) operating activities	5,806	10,007
Cash flows from investing activities
Purchases of equipment	(48)	(7,132)
Proceeds from sale of assets	22	315
Net cash provided by (used in) investing activities	(26)	(6,817)
Cash flows from financing activities
Proceeds from sale of common stock, preferred stock and warrants	13,557
Proceeds from issuance of debt		5,749
Payments of principal on debt	(3,588)	(4,306)
Proceeds from issuance of debt - related party	9,625
Payments of principal on debt - related party	(261)	(18,513)
Payment of prepayment penalty fees - related party		(777)
Advances from factoring arrangements	181,350	147,233
Payments on factoring arrangements	(191,030)	(149,451)
Debt extinguishment costs	(225)
Payments on finance lease liabilities	(6,047)	(3,056)
Net cash provided by (used in) financing activities	3,381	(23,121)
Net increase (decrease) in cash and restricted cash	9,161	(19,931)
Cash and restricted cash - beginning of year	7,329	26,644
Cash and restricted cash - end of year	16,490	6,713
Supplemental disclosures of cash flow information:
Income tax paid	1,852	783
Interest paid	2,680	471
Supplemental schedule of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for finance lease liabilities	6,300	1,636
Right-of-use assets obtained in exchange for operating lease liabilities	3,677	1,507
Restructuring gain from Recapitalization Transactions in additional paid-in capital	8,954
Fair value of warrants and common stock issued in connection with financing arrangements	$ 12,782	$ 2,208

Description of Business and Sum

Description of Business and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
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. (“EVO” and, together with its direct and indirect subsidiaries, the “Company”) is a transportation provider serving the United States Postal Service (“USPS”) and other customers. We believe EVO is one of the largest surface transportation companies serving the USPS, with a diversified fleet of tractors, straight trucks and other vehicles that currently operate on either diesel fuel, gasoline, or compressed natural gas (“CNG”). In connection with providing our mail transportation and delivery services to the USPS and our freight services to other corporate customers, we outsource the transportation of certain loads to third-party carriers. We operate from our headquarters in Phoenix, Arizona and from numerous terminals throughout the United States. Historically, we have grown primarily through acquisitions and have also grown organically by obtaining new contracts from the USPS and other customers. Securities Purchase Agreement On September 8, 2022, EVO, EVO Holding Company, LLC (“EVO Holding”), a subsidiary of EVO, and Antara Capital Master Fund LP (“Antara Capital”) entered into a Securities Purchase Agreement (the “SPA”) and consummated certain transactions involving the recapitalization of the Company (collectively the “Recapitalization Transactions”). This included the following: • EVO adopted an amendment to its certificate of incorporation to effect the increase in the number of authorized shares of its common stock, par value $ 0.0001 , from 100 million to 600 million (the “Charter Amendment”). See Note 6, Stockholders' Deficit and Warrants , for more information. • Antara Capital agreed to pay EVO $ 13.5 million to purchase 22,353,696 immediately exercisable warrants to purchase 22,353,696 shares of common stock of EVO at an exercise price of $ 0.0001 per share, 319,213,143 warrants to purchase 319,213,143 shares of common stock of EVO at an exercise price of $ 0.0001 per share that was exercisable following the adoption of the Charter Amendment and 1 convertible preferred membership interest in EVO Holding. The Company recorded a $ 7.7 million loss to interest expense for the three and nine months ended September 30, 2022 in connection with the issuance of the warrants. Upon exercise of the warrants, which occurred in November 2022, Antara Capital owned approximately 69 % of the Company on a fully diluted basis. The preferred interest is convertible into 99 % of the common membership interests of EVO Holding, if the Company fails to meet certain financial conditions, at Antara Capital’s election during the Conversion Period, defined below under the heading “Amended and Restated Limited Liability Company Operating Agreement.” EVO Holding maintains the Company’s ownership interests in John W. Ritter Trucking, Inc. and its related companies (the "Ritter Companies"), which provide a material portion of our Trucking revenue. During the three and nine months ended September 30, 2022 , the Ritter Companies provided approximately 18 % and 19 % of our Trucking revenue, respectively. During the three and nine months ended September 30, 2021 , the Ritter Companies provided approximately 21 % and 20 % of our Trucking revenue. See Note 6, Stockholders’ Deficit and Warrants , for more information regarding the issued warrants. • In connection with the SPA, the Company entered into exchange agreements (the “Exchange Agreements”) with certain creditors, defined in Note 3, Related Party Transactio ns . Pursuant to the Exchange Agreements, the creditors agreed to exchange promissory notes in the aggregate amount of principal and accrued interest of approximately $ 18.3 million to purchase 71,324,670 warrants to purchase common stock and new promissory notes in the aggregate principal amount of approximately $ 3.7 million (the “Takeback Notes”). See Note 3, Related Party Transactions , Note 5, Debt , and Note 6, Stockholders’ Deficit and Warrants , for more information. • EVO issued warrants to purchase 4,754,978 , 9,509,956 and 3,000,000 shares of EVO's common stock at exercise prices of $ 0.0001 , $ 0.53 and $ 1.50 per share, respectively, to two former board members. See Note 6, Stockholders’ Deficit and Warrants , for more information regarding the issued warrants. • EVO issued warrants to purchase 23,224,117 shares of EVO's common stock at an exercise price of $ 0.63 per share to key equity holders and members of management. Each warrant issued may be exercised for cash or on a cashless basis, pursuant to the terms of such warrants, for a period of five years from the date of issuance. See Note 6, Stockholders’ Deficit and Warrants , for more information regarding the issued warrants. Amended and Restated Limited Liability Company Operating Agreement In connection with the SPA, EVO, Antara Capital and EVO Holding entered into an Amended and Restated Limited Liability Company Operating Agreement (the “A&R LLC Agreement”) for EVO Holding. Pursuant to the A&R LLC Agreement and the SPA, EVO Holding issued one convertible preferred membership interest in EVO Holding (the “Preferred Interest”) to Antara Capital. The Preferred Interest is convertible at Antara Capital’s election during the Conversion Period into 99 % of the common membership interests of EVO Holding. The Conversion Period is defined as each date of determination on which (i) Consolidated EBITDA for EVO and its subsidiaries for the most recently completed fiscal quarter that is the first, second or third fiscal quarter is less than $ 6.0 million, with such determination initially being made with respect to the second fiscal quarter of 2023, (ii) Consolidated EBITDA for EVO and its subsidiaries for the most recent fourth fiscal quarter that is one of the two most recently completed fiscal quarters is less than $ 9.0 million, (iii) EVO or any of its subsidiaries fails to pay any principal or interest due in respect of any debt with an outstanding aggregate principal amount in excess of $ 1.0 million when due, subject to certain cure rights, (iv) any debt of EVO or any of its subsidiaries with an outstanding aggregate principal amount in excess of $ 1.0 million becomes due prior to its stated maturity, (v) EVO has failed to deliver unaudited quarterly financial statements with certain prescribed time periods, or (vi) EVO has failed to deliver audited annual financial statements within certain prescribed time periods. Going Concern As of September 30, 2022, the Company had a cash balance of $ 15.5 million , a working capital deficit of $ 88.6 million , stockholders’ deficit of $ 36.0 million , and material debt and lease obligations of $ 101.7 million , which include term loan borrowings under a financing agreement with Antara Capital. During the nine months ended September 30, 2022, the Company reported cash provided by operating activities of $ 5.8 million and a net loss of $ 17.9 million . The following significant transactions and events affecting the Company’s liquidity occurred during the nine months ended September 30, 2022: • On March 11, 2022, the Company and certain subsidiary guarantors of the Company entered into a Senior Secured Loan and Executive Loan Agreement (the "Bridge Loan Agreement") with Antara Capital and Thomas J. Abood, EVO's former chief executive officer, Damon R. Cuzick, EVO's former chief operating officer, Bridgewest Growth Fund LLC, an entity affiliated with Billy (Trey) Peck Jr., EVO's executive vice president - business development, and Batuta Capital Advisors LLC ("Batuta" and together with Mr. Abood, Mr. Cuzick and Bridgewest Growth Fund LLC, the "Executive Lenders"), an entity affiliated with Alexandre Zyngier, a member of EVO's board of directors (the “Board”). Pursuant to the Bridge Loan Agreement, EVO obtained a bridge loan in the amount of $ 9.0 million (the "Bridge Loan") from Antara Capital and also borrowed $ 0.8 million (the "Executive Loans") from the Executive Lenders. Refer to Note 5, Debt , for further discussion. Pursuant to the Bridge Loan Agreement, on March 11, 2022, Antara Capital appointed Michael Bayles, a former member of EVO's Board and a former officer of EVO, as a member of EVO's Board, effective immediately. Mr. Bayles was appointed to fill a newly-created vacancy on the Board. • On March 11, 2022, and pursuant to the Bridge Loan Agreement, EVO filed a Certificate of Designations of Series C Non-Participating Preferred Stock (the "Series C Certificate of Designations") with the Secretary of State of the State of Delaware, which authorized EVO to issue up to one share of Series C Preferred Stock, and issued to Antara Capital one share of Series C Preferred Stock. Under the Series C Certificate of Designations, prior to a payment default under the Bridge Loan (a "Bridge Loan Triggering Event") and following the date on which all principal and accrued interest (including default interest) payable under the Bridge Loan has been paid-in-full (the date of such payment-in-full, the "Bridge Loan Discharge Date"), the holder of Series C Preferred Stock will have no voting rights except as otherwise required by law. Under the Series C Certificate of Designations, upon the occurrence of a Bridge Loan Triggering Event through and including the Bridge Loan Discharge Date, the holder of Series C Preferred Stock will vote together with the holders of EVO's common stock as a single class on any matter presented to the holders of EVO's common stock for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting) or on which such holders of common stock are otherwise entitled to act (each, a "Series C Shareholder Matter"), and the holder of Series C Preferred Stock will be entitled to cast a number of votes on any Series C Shareholder Matter equal to the total number of votes of all non-holders of Series C Preferred Stock entitled to vote on any such Series C Shareholder Matter plus 10. In addition, the Series C Certificate of Designations provides that governance mechanisms that could have the effect of limiting, reducing or adversely affecting the Series C Preferred Stockholders’ voting or board-appointment rights under the Series C Certificate of Designations will require the consent of the holders holding majority of the issued and outstanding shares of Series C (the “Series C Majority”). In addition, the Series C Certificate of Designations grants the Series C Majority the exclusive right, voting separately as a class, to elect or appoint (i) prior to a Bridge Loan Triggering Event, one director to the Board (who shall, unless the majority of the Series C Preferred Stock elects otherwise in its sole discretion, also serve as a member of each Board committee) and (ii) upon the occurrence of a Bridge Loan Triggering Event through and including the Bridge Loan Discharge Date, a majority of the members of the Board. • On March 11, 2022, the Company entered into amendments to certain secured convertible promissory notes in the aggregate principal amount of $ 9.5 million to permit immediate conversion of those notes, and the holders converted those notes into warrants to purchase 7,533,750 shares of EVO's common stock at an exercise price of $ 0.01 per share. • On May 31, 2022, the Company, Antara Capital and the Executive Lenders entered into a Loan Extension Agreement that extended the Bridge Loan maturity date from May 31, 2022 to June 30, 2022 and the Executive Loans maturity date from June 3, 2022 to July 7, 2022 . • On June 30, 2022, the Company, Antara Capital and the Executive Lenders entered into a Second Extension Agreement that extended the Bridge Loan maturity date from June 30, 2022 to July 8, 2022 and the Executive Loans maturity date from July 7, 2022 to July 15, 2022 . • On July 8, 2022, the Company, Antara Capital and the Executive Lenders entered into a Third Extension Agreement that extended the Bridge Loan maturity date from July 8, 2022 to July 15, 2022 and the Executive Loans maturity date from July 15, 2022 to July 22, 2022 . In addition, the Third Extension Agreement stipulated that on or before July 13, 2022, the Board of Directors of the Company shall have duly approved and filed with the Secretary of State of the State of Delaware a Certificate of Designations to evidence the issuance of a new series of Series D Non-Participating Preferred Stock, $ 0.0001 par value, that will, upon issuance, entitle Antara Capital (in its capacity as sole holder of the Series D Non-Participating Preferred Stock) to vote such number of votes per share that will allow Antara Capital to exercise 51 % of the voting capital stock of EVO. • On July 13, 2022, and pursuant to the Third Extension Agreement dated July 8, 2022, EVO filed a Certificate of Designations of Series D Non-Participating Preferred Stock (the "Series D Certificate of Designations") with the Secretary of State of the State of Delaware, which authorized EVO to issue up to one share of Series D Non-Participating Preferred Stock. Under the Series D Certificate of Designations, prior to a payment default under the Bridge Loan Agreement (a "Bridge Loan Triggering Event") and on and following the date on which all principal and accrued interest (including default interest) payable under the Bridge Loan Agreement has been paid-in-full (the date of such payment-in-full, the "Bridge Loan Discharge Date"), the holders of Series D Non-Participating Preferred Stock will vote together with the holders of EVO's common stock as a single class on any matter presented to the holders of EVO's common stock for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting) or on which such holders of common stock are otherwise entitled to act (each, a "Series D Shareholder Matter"), and the holders of Series D Non-Participating Preferred Stock will be entitled to cast a number of votes on any Series D Shareholder Matter equal to the total number of votes of all non-holders of Series D Non-Participating Preferred Stock entitled to vote on any such Series D Shareholder Matter plus 10. In addition, the Series D Certificate of Designations provides that governance mechanisms that could have the effect of limiting, reducing or adversely affecting the Series D Non-Participating Preferred Stock holders’ voting or board-appointment rights under the Series D Certificate of Designations will require the consent of holders of a majority of the then outstanding (the "Series D Majority") Series D Non-Participating Preferred Stock. From the occurrence of a Bridge Loan Triggering Event to (but excluding) the Bridge Loan Discharge Date, the holders of Series D Non-Participating Preferred Stock (in their capacity as such) will have no voting rights except as otherwise required by law. The issuance of one share of Series D Non-Participating Preferred Stock to Antara Capital on July 13, 2022 resulted in a change of control of the Company, with Antara Capital having voting control on Series D Shareholder Matters. The consideration for the issuance of Series D Non-Participating Preferred Stock to Antara Capital was Antara Capital's agreement to enter into the Third Extension Agreement, and the Company did not receive any cash consideration. • On July 15, 2022, the Company, Antara Capital and the Executive Lenders entered into a Fourth Extension Agreement that extended the Bridge Loan maturity date from July 15, 2022 to August 15, 2022 and the Executive Loans maturity date from July 22, 2022 to August 22, 2022 . • On August 12, 2022, the Company, Antara Capital and the Executive Lenders entered into a Fifth Extension Agreement that extended the Bridge Loan maturity date from August 15, 2022 to September 15, 2022 and the Executive Loans maturity date from August 22, 2022 to September 22, 2022 . • On September 8, 2022, the Company, Antara Capital and the Executive Lenders, in contemplation of the SPA discussed above, entered into a Sixth Extension Agreement that extended the Bridge Loan maturity date from September 15, 2022 to December 29, 2023 and the Executive Loans maturity date from September 22, 2022 to January 5, 2024 . • On September 8, 2022, EVO and Antara Capital entered into the SPA and consummated the Recapitalization Transactions. For more information regarding the SPA and the Recapitalization Transactions, refer to the heading “Securities Purchase Agreement” above. 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; • As of September 30, 2022, the Company is not in compliance with certain covenants in its debt agreements (Refer to Note 5, Debt , for further discussion); 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 EVO’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: • Cost reduction efforts; • Improvements to operations to gain driver efficiencies; • Purchases of trucks and trailers to reduce purchased transportation and rental vehicles; • Replacement of older trucks with newer trucks to lower the overall cost of ownership and improve cash flow through reduced maintenance and fuel costs; • Negotiating with related parties and third parties to refinance existing debt and lease obligations; • Potential future public or private debt or equity offerings; • Acquiring new profitable contracts and negotiating revised pricing for existing contracts; and • Profitably expanding trucking revenue. 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 12 months from the issuance of these consolidated financial statements. The 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 4 and 5 for further information regarding the Company’s factoring and debt obligations. Refer to Note 12, Subsequent Events , for further information regarding changes in the Company’s debt obligations and liquidity subsequent to September 30, 2022 . Seasonality During 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. The Company’s freight trucking operations and, in general, the transportation industry, experience seasonal impacts in the first quarter. Freight revenues in the first quarter are typically lower due to less consumer demand, lower revenue days, 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. 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, 2021 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, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The balance sheet at December 31, 2021 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. Pushdown Accounting As described in Note 5, Debt , on July 13, 2022, Antara Capital was issued one share of Series D Non-Participating Preferred Stock of EVO. With the issuance of Series D Non-Participating Preferred Stock, Antara Capital obtained voting control on shareholder matters, resulting in a change of control of the Company. Antara Capital elected to not apply pushdown accounting. Reclassifications Certain reclassifications have been made to prior period's financial information to conform to the current period presentation. Use of Estimates The preparation of 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The 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, preferred stock, warrants and stock-based awards. Earnings (Loss) per Share of Common Stock Basic earnings (loss) per share of common stock attributable to common stockholders is calculated by dividing net income (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 notes payable and preferred stock 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 computation of basic and diluted earnings (loss) per share (amounts in thousands, except share data): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net income (loss) $ 2,228 $ 5,329 $ ( 17,878 ) $ 27,398 Accrued and undeclared preferred stock dividends in arrears — ( 164 ) ( 323 ) ( 487 ) Inducement to convert preferred stock into common stock ( 153 ) — ( 153 ) — Net income (loss) available to common stockholders - numerator for basic EPS 2,075 5,165 ( 18,354 ) 26,911 Effect of dilutive securities: $ 4.0 million Secured Convertible Promissory Notes — 27 — 258 Series A Redeemable Convertible Preferred stock — 9 — 27 Series B Redeemable Convertible Preferred stock — 155 — 460 Subtotal — 191 — 745 Adjusted net income (loss) available to common stockholders - numerator for diluted EPS $ 2,075 $ 5,356 $ ( 18,354 ) $ 27,656 Denominator: Denominator for basic EPS - weighted average common shares outstanding 146,316,155 30,891,398 78,165,201 30,377,872 Effect of dilutive securities: $ 4.0 million Secured Convertible Promissory Notes 19,765 196,802 — 639,259 Series A Redeemable Convertible Preferred stock — 138,597 — 132,647 Series B Redeemable Convertible Preferred stock — 2,310,041 — 2,208,384 Subtotal 19,765 2,645,440 — 2,980,290 Denominator for diluted EPS - adjusted weighted average common shares outstanding 146,335,920 33,536,838 78,165,201 33,358,162 Basic EPS $ 0.01 $ 0.17 $ ( 0.23 ) $ 0.89 Diluted EPS $ 0.01 $ 0.16 $ ( 0.23 ) $ 0.83 The following table presents the potentially dilutive shares that were excluded from the computation of diluted earnings (loss) per share of common stock attributable to common stockholders, because either their effect was anti-dilutive or they are contingently issuable shares that were not issuable assuming the end of the reporting period was the end of the contingency period: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Stock options 10,945,711 10,420,249 10,945,711 10,420,249 Warrants 72,011,885 12,606,255 72,011,885 12,606,255 Common stock to be issued upon conversion of 9.5 million — 7,490,000 — 7,490,000 Common stock and warrant to be issued for purchase 2,348,000 2,348,000 2,348,000 2,348,000 Total 85,305,596 32,864,504 85,305,596 32,864,504 Revenue Recognition In accordance with Accounting Standards Codification ("ASC") 606-10-50, the Company disaggregates Trucking revenue from contracts with its customers between USPS revenue and Freight revenue as follows: ($ in thousands) For the Three Months For the Nine Months 2022 2021 2022 2021 USPS revenue $ 67,414 $ 59,546 $ 200,274 $ 155,849 Freight revenue 6,917 6,976 18,671 20,098 Other revenue 920 2,247 3,850 3,213 Total Trucking revenue $ 75,251 $ 68,769 $ 222,795 $ 179,160 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 EVO’s subsidiaries as additional compensation for transportation services provided to the USPS under certain Dynamic Route Optimization (“DRO”) contracts. 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 as additional compensation for transportation services provided to the USPS under other DRO contracts. 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 and they were received by the Factor (as defined in Note 4, Factoring Arrangements ) on behalf of the Company during the first quarter of 2021. In addition, amounts totaling $ 6.3 million that were previously paid by the USPS to the Company during 2020 became subject to the terms of the settlement agreements and were recognized as a deferred gain as of December 31, 2020. All aforementioned amounts totaling $ 34.8 million were recognized as other revenue during the first quarter of 2021 in the consolidated statement of operations. Such amounts are for transportation services provided during 2020 and prior years, are not subject to refund and are not contingent upon the Company providing future transportation services. Segment Reporting The Company uses the "management approach" to determine its operating and reportable segments. The management approach focuses on the financial information that the Company's chief operating decision maker uses to evaluate performance and allocate resources to the Company's operations. Historically, the Company had two reportable segments—Trucking and CNG Fueling Stations. Effective January 1, 2022, the Company determined that its business operates as one reportable segment because: (i) the Company measures profit and loss as a whole; (ii) the principal decision makers do not review information based on any operating segment; (iii) the Company has not chosen to organize its business around different products and services; (iv) the Company has not chosen to organize its business around geographic areas; and (v) the revenues, profits, assets and liabilities of the CNG Fueling Stations are immaterial for all periods presented. Restricted Cash We had restricted cash of $ 1.0 million as of September 30, 2022 and December 31, 2021 which represents cash required to be set aside by a standby letters of credit related to workers’ compensation and general liabilities accrued in our condensed consolidated financials. Restricted cash is included in deposits and other long-term assets on our condensed consolidated balance sheet. See Note 10, Commitments and Contingencies, for further details around the letter of credit. Recently Issued Accounting Pronouncements Accounting Pronouncements Adopted In May 2021, the Financial Accounting Standards Board ( “ FASB ” ) issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Topic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) , which clarifies existing guidance for freestanding written call options which are equity classified and remain so after they are modified or exchanged in order to reduce diversity in practice. The standard is effective for fiscal years beginning after December 15, 2021 , including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The adoption of this guidance on January 1, 2022 did not have a material impact on the Company’s consolidated financial statements. Accounting Pronouncements to be Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) . The new guidance changes the accounting for estimated credit losses pertaining to certain types of financial instruments including, but not limited to, trade and lease receivables. This pronouncement will be effective for fiscal years beginning after December 15, 2022. Early adoption of the guidance is permitted for fiscal years beginning after December 15, 2018. The Company is currently evaluating and assessing the impact this guidance will have on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method be applied for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. Adoption of the standard requires using either the modified retrospective or the retrospective approach. The Company is currently evaluating and assessing the impact this guidance will have on its consolidated financial statements.

Balance Sheet Disclosures

Balance Sheet Disclosures	9 Months Ended
	Sep. 30, 2022
Balance Sheet Disclosures [Abstract]
Balance Sheet Disclosures	Note 2 - Balance Sheet Disclosures Goodwill consists of the following: ($ in thousands) September 30, December 31, Beginning balance $ 23,837 $ 23,837 Acquisitions — — Impairment — — $ 23,837 $ 23,837 Intangible assets consist of the following: September 30, 2022 December 31, 2021 ($ in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 4,604 $ ( 2,485 ) $ 2,119 $ 4,604 $ ( 2,063 ) $ 2,541 Trade names 2,416 ( 1,115 ) 1,301 2,416 ( 917 ) 1,499 Non-competition agreements 325 ( 233 ) 92 325 ( 185 ) 140 $ 7,345 $ ( 3,833 ) $ 3,512 $ 7,345 $ ( 3,165 ) $ 4,180 Amortization expense for the three months ended September 30, 2022 and 2021 was $ 0.2 million and $ 0.2 million, respectively. Amortization expense for the nine months ended September 30, 2022 and 2021 was $ 0.7 million and $ 0.7 million, respectively. The weighted-average remaining useful life of the finite-lived intangible assets was 7.8 years as of September 30, 2022 , of which the weighted-average remaining useful life for the customer relationships was 7.9 years, for the trade names was 8.0 years and for the non-competition agreements was 1.6 years.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 3 - Related Party Transactions Accounts Payable – Related Party 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. The agreement was terminated in September 2022. During the three and nine months ended September 30, 2022 , the Company did no t recognize expense related to this software technology, and there was $ 0 and $ 0.1 million owed as of September 30, 2022 and December 31, 2021, respectively. During the three and nine months ended September 30, 2021 , the Company recognized expense of approximately $ 0.1 million and $ 0.5 million related to this software technology, 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 $ 0.8 million and $ 2.7 million as of September 30, 2022 and December 31, 2021, respectively. Sheehy Settlement Agreement On September 27, 2022, the Company, Sheehy Mail Contractors, Inc. ("Sheehy") , Sheehy Enterprises, Inc. (“SEI”), North American Dispatch Systems, LLC (“NADS”), John Sheehy (“J. Sheehy”), Robert Sheehy (“R. Sheehy” and, together with SEI, NADS and J. Sheehy, the “Sheehy Parties”) entered into a Settlement Agreement (the “Sheehy Settlement Agreement”) which consummated the following: (i) terminated the services agreement with NADS with the receipt of $ 0.1 million over multiple installments through August 31, 2023; (ii) Sheehy agreed to pledge $ 0.8 million in cash collateral held in the SEI captive insurance member account, under the CSPA, on or before March 1, 2024; (iii) modified an equipment lease between Sheehy and SEI; and (iv) SEI waived and agreed to not exercise the $ 1.2 million put right with the receipt of $ 0.1 million over multiple installments through December 31, 2023. Accordingly, EVO is no longer obligated to redeem the common stock held by SEI. As of September 30, 2022 and December 31, 2021 , redeemable common stock was $ 0 and $ 1.2 million, respectively. Off Balance Sheet Arrangements - Collateral Security Pledge Agreement On January 2, 2019 the Company acquired all of the outstanding equity interests in Sheehy. Sheehy 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 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 10, Commitments and Contingencies – Off Balance Sheet Arrangements – Captive Insurance ). The letter agreement references a Collateral Security Pledge Agreement among SEI, Sheehy and the insurance captive (“CSPA”). In connection with the Sheehy Settlement Agreement, Sheehy pledged $ 0.8 million in cash collateral held in the SEI captive insurance member account, under the CSPA, on or before March 1, 2024, and SEI agreed to continue its collateral pledge until that time. Creditor Exchange Agreements As noted in Note 5, Debt , Danny Cuzick, John and Ursula Lampsa and Billy (Trey) Peck Jr. exchanged historical promissory notes issued by EVO and its subsidiaries for (i) warrants to purchase shares of EVO common stock; (ii) a $ 75,000 payment and (iii) the Takeback Notes resulting in a restructuring gain of approximately $ 9.0 million recorded within additional paid-in-capital as of September 30, 2022. Amendments to Leases In connection with the Recapitalization Transactions, Ursa Major Corporation, a wholly-owned subsidiary of the Company (“Ursa”), entered into two separate lease amendments with Ursa Oak Creek LLC and Ursa Group LLC. The amendments provided that the monthly “offset payments” under Ursa’s leases will continue until the earliest of (i) September 8, 2027, (ii) the date that the Takeback Note issued to John and Ursula Lampsa is satisfied in full, and (iii) the date the lease is terminated other than for Ursa’s breach. See Note 5, Debt , for further information regarding the Takeback Notes. 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 EVO’s common stock and a warrant to purchase 1,174,800 shares of EVO’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 $ 3.5 million related to the tractors within property and equipment, net on its consolidated balance sheets, with an associated $ 3.5 million related to EVO’s obligation to issue the common stock and the warrant to purchase common stock within common stock issuable. For information regarding additional related party transactions, see Note 5, Debt , and Note 6, Stockholders’ Deficit and Warrants .

Factoring Arrangements

Factoring Arrangements	9 Months Ended
	Sep. 30, 2022
Factoring With Recourse [Abstract]
Factoring Arrangements	Note 4 – Factoring Arrangements Certain of EVO’s wholly-owned subsidiaries have entered into accounts receivable factoring arrangements with Triumph Business Capital (the “Factor”) with termination dates that started in September 2021 but automatically renew for successive one-year periods (absent either party's written election to terminate, which has not occurred). Pursuant to the terms of the agreements, each factoring subsidiary, 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 factoring subsidiary (the “Advance Amount”) with the remaining balance, less fees, to be forwarded once the Factor collects the full accounts receivable balance from the factoring customer. On March 9, 2021, the Company and the Factor entered into a Letter-of-Intent and Memo of Understanding related to the application of certain proceeds received from the USPS in the first quarter of 2021, arising out of the settlement agreements described in Note 1, Description of Business and Summary of Significant Accounting Policies . Pursuant to the agreement, the parties agreed that the Factor would retain and apply approximately $ 6.9 million of net proceeds plus funds held in reserve to the outstanding principal amount of the overadvances. The parties further agreed that the Company will repay the remaining overadvances balance of approximately $ 6.9 million in 48 equal monthly installments beginning January 1, 2022 and that the Factor would apply funds held in reserve against the approximately $ 0.8 million remaining balance of advances made to the Company during September 2020. Components included in Advances from the factoring arrangements are as follows: ($ in thousands) September 30, December 31, Purchased accounts receivable $ 137 $ 7,390 Overadvances 5,594 6,885 Total $ 5,731 $ 14,275 The Factor may require, at its 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 (subject to a 4 % floor) plus 2.0 % (resulting in rate of 8.25 % and 6 % as of September 30, 2022 and December 31, 2021 , 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 three and nine months ended September 30, 2022 were $ 0.3 million and $ 1.1 million, respectively. Total interest and financing fees for factored receivables for the three and nine months ended September 30, 2021 were $ 0.4 million and $ 0.9 million, respectively. The fees are included in interest expense in the condensed consolidated statements of operations.

Debt

Debt	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Debt	Note 5 - Debt Antara Financing Agreement On September 16, 2019, EVO entered into a $ 24.5 million financing agreement (the “Financing Agreement”) among EVO, each subsidiary of EVO, 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 and borrowed the remaining $ 2.1 million during October 2019 (the “Term Loan”). All of EVO’s subsidiaries were originally guarantors under the Financing Agreement. The Term Loan is secured by all assets of EVO and its subsidiaries, including pledges of all equity in EVO’s subsidiaries and is not subject to registration rights. The Financing Agreement contains covenants, subject to specific exceptions, 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 stockholders and affiliates and (vi) asset dispositions and acquisitions, among others. The Term Loan bears interest at 12 % per annum and had an original maturity date of September 16, 2022 . Until December 31, 2019, interest on the Term Loan was paid in kind and capitalized as additional principal, and the Company had the option to pay interest on the capitalized interest in cash or in kind. After December 31, 2019, monthly interest payments were 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 payment 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 were used (i) to effect the Ritter acquisition, (ii) to refinance and retire existing indebtedness and (iii) for general working capital needs. Concurrently, and in connection with the Financing Agreement, EVO 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 EVO's common stock (the “Antara Warrant Shares”). The $0.01 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 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 Antara 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, EVO 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 EVO after the issuance date of the Antara Warrants, subject to certain excepted issuances. EVO issued a warrant for 1,500,000 shares of EVO's common stock to Antara Capital at an exercise price of $ 0.01 per share (the “Side Letter Warrant”) subject to the Company's potential acquisition of LoadTrek, a GPS system designed for the trucking industry, owned by a related party. Had the Company successfully completed an acquisition of certain assets of LoadTrek or met 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. The Company did not acquire the LoadTrek assets and the Side Letter Warrant was subsequently amended to remove the cancellation provision 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. Since the Antara Warrants and Side Letter Warrants are liability classified we recorded these items at their fair value and the residual proceeds were allocated to the Term Loan. The non-lender fees incurred to establish the financing arrangement were allocated to the Term Loan and capitalized on the Company’s balance sheet as 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 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 is amortized to interest expense over the term of the Term Loan. Forbearance Agreement and Incremental Amendment to Financing Agreement During February 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”) and borrowed $ 3.2 million 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, with monthly interest payments due in cash and all outstanding principal and interest 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. In connection with the Incremental Amendment, EVO issued a warrant (the “Antara Warrant 2020”) to Antara Capital to purchase 3,650,000 shares (the “Antara Warrant Shares 2020”) of EVO’s 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 is amortized to interest expense over the term of the debt 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, EVO 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 EVO after the issuance date of the Antara Warrant 2020, subject to certain excepted issuances. The Company accounted for the Incremental Amendment as a modification of the Financing Agreement. The Company capitalized the estimated fair value of the Antara Warrant 2020 and fees paid to Antara Capital on its balance sheet as a discount on the Incremental Term Loans, which is amortized using the effective interest method into interest expense over the term of the Incremental Term Loans. Amendment to Forbearance Agreement and Second Incremental Amendment to Financing Agreement During March 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” and together with the Term Loan and the Incremental Term Loans, the "EVO Term Loans") and borrowed $ 3.1 million 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, with monthly interest payments due in cash and all outstanding principal and interest 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. The Company accounted for the Second Incremental Amendment as a modification of the Financing Agreement. The Company capitalized the fees paid to Antara Capital on its balance sheet as a discount on the Second Incremental Term Loans, which is amortized using the effective interest method into interest expense over the term of the Second Incremental Term Loans. 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, 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 EVO’s common stock at an exercise price of $ 2.50 per share as an incentive. The Company accounted for this issuance to Antara Capital as an extinguishment of the existing debt and the execution of a new debt instrument. Second Amendment to Forbearance Agreement and Omnibus Amendment to Loan Agreement During October 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) added EVO Holding as a borrower under the Financing Agreement, (iii) authorized EVO 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 (the “CARES Act”) and (iv) extended the timelines under which EVO 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: • EVO was required to either (a) fully consummate the acquisition by EVO Equipment Leasing, LLC of 89 used CNG tractors on or before January 3, 2021 or (b) issue 1,174,800 shares of EVO’s common stock to the lenders. The Company did not fully consummate the acquisition of the used CNG tractors by January 3, 2021 and became obligated on that date to issue the 1,174,800 shares of EVO’s common stock to the lenders. • The Company was required to issue to each of the lenders ratably warrants authorizing each such lender to, on or after January 1, 2021, purchase its ratable share of up to 500,000 shares of EVO's common stock at the price of $ 0.01 per share with a 10 year expiration. If EVO 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. Therefore, the Company was required to issue warrants to purchase an aggregate of 1,500,000 shares of EVO’s common stock to the lenders. • All warrants previously issued to the lenders, at the election of each lender holding same, were exchanged without any cash consideration for warrants to purchase for $ 0.01 per share of EVO's common stock at the rate of 0.64 warrants per share of EVO's common stock. As a result, warrants to purchase an aggregate of 7,925,000 shares of EVO’s common stock at a price of $ 2.50 per share were exchanged for an aggregate of 5,072,000 shares of EVO’s common stock at a price of $ 0.01 per share. The Company accounted for the Omnibus Amendment as a modification of the Financing Agreement. The Company capitalized the estimated fair value of the warrants to purchase 500,000 shares of EVO's common stock at the price of $ 0.01 per share, the change in fair value resulting from the warrant exchange, and the fees paid to Antara Capital on its balance sheet as an additional discount on the Financing Agreement, which is amortized using the effective interest method into interest expense over the term of the Financing Agreement. The Company recognized the estimated fair value of the 1,174,800 shares of EVO's common stock as interest expense during the first quarter of 2021. The Paycheck Protection Program loan (the “PPP Loan”) was forgiven by the Small Business Administration (the “SBA”) in July 2021, which resulted in a $ 10.1 million gain on extinguishment of debt in July 2021. 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, 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 $ 17.0 million 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 removed or revised certain covenants contained in the Financing Agreement and prior amendments to the Financing Agreement, including the EBITDA-based financial covenant included in the Financing Agreement, and extended the maturity date of the term loans under the Financing Agreement to the earlier of (1) March 15, 2026 or (2) 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 . Under the Second Omnibus Amendment, interest on the term loans under the Financing Agreement is payable in kind at the rate of 14.5 % per annum for the first eight full or partial calendar quarters following the effective date of the Second Omnibus Amendment and is payable in cash, subject to satisfaction of certain unrestricted cash availability requirements, at the rate of 12.0 % per annum commencing with the ninth calendar quarter following the effective date. As a result of the Main Street Loan, the Second Omnibus Amendment and related agreements, payment of the principal balance of the EVO Term Loans is subject and subordinate to the prior payment in full of all obligations under the Main Street Loan. The Company accounted for the Second Omnibus Amendment as a modification of the Financing Agreement. Main Street Priority Loan Program Facility with Commerce Bank of Arizona, Inc. On December 29, 2020, EVO Holding, 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. (the “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”). During the first quarter of 2021, 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 term and bears interest at a rate equal to the sum of (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 the 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. 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 with the principal amount equal to fifteen percent ( 15 %) of the Main Street Loan amount plus capitalized interest. 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 the 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 the 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. 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 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 EVO's common stock at the cost of $ 0.01 per share. Danny Cuzick is a former member of EVO’s Board. The Company capitalized the estimated fair value of the Cuzick Warrant on its balance sheet as a discount on the Main Street Loan, which is amortized using the effective interest method into interest expense over the term of the Main Street Loan. Bridge Loan and Executive Loans On March 11, 2022, the Company and certain subsidiary guarantors of the Company entered into the Bridge Loan Agreement with Antara Capital and the Executive Lenders. Pursuant to the Bridge Loan Agreement, the Company borrowed $ 9 million from Antara Capital and had the ability to borrow up to an additional $ 3 million from Antara Capital prior to May 31, 2022, and also borrowed $ 0.8 million from the Executive Lenders. $ 0.2 million of the amount the Company borrowed from the Executive Lenders was borrowed in exchange for Batuta's surrender of a Secured Convertible Note in the principal amount of $ 0.2 million dated August 8, 2018 that Batuta previously purchased from Dane Capital Fund LP. The Bridge Loan bears interest at 14% per annum and had an original maturity date of the earlier of (i) demand by Antara Capital at any time prior to the date on which a collateral agent designated by Antara Capital has been granted a valid and enforceable, perfected, first priority lien on the collateral described in the Bridge Loan Agreement, subject only to permitted liens, on terms reasonably acceptable to Antara Capital, and (ii) May 31, 2022. The Executive Loans bear interest at 14 % per annum and had an original maturity date of June 3, 2022 (although all payments in respect of the Executive Loans are subordinated in right and time of payment to all payments in respect of the Bridge Loan). Interest on the Bridge Loan and Executive Loans will accrue until the principal balances are repaid. No principal and interest payments are due until maturity. Refer to Note 12, Subsequent Events , for discussion regarding the subsequent assignment of certain amounts owed to Antara Capital. In the event of a default, the lenders have the right to terminate their obligations under the Bridge Loan Agreement and to accelerate the payment on any unpaid principal amount of all outstanding loans. As defined in the Bridge Loan Agreement, events of default include, but are not limited to: failure by the Company to pay any amount due under the Bridge Loan Agreement when due; default by EVO or any of its subsidiaries for failure to pay amounts due and payable under any indebtedness in an amount in excess of $ 0.1 million if the effect of such default is to accelerate the maturity of any such indebtedness; and any representation or warranty made in connection with the Bridge Loan Agreement being materially false. In connection with the Bridge Loan Agreement, and as a condition to the Company drawing the Bridge Loan pursuant to the Bridge Loan Agreement, on March 11, 2022, the Company granted Antara Capital 11,969,667 warrants to purchase EVO's common stock at an exercise price of $ 0.01 per share and granted the Executive Lenders an aggregate of 1,097,219 warrants to purchase EVO's common stock at an exercise price of $ 0.01 per share (collectively, the "Bridge Loan Warrants"), subject to certain adjustments. Each Bridge Loan Warrant may be exercised for cash or on a cashless basis, pursuant to the terms of such warrants, for a period of five years from the date of issuance. The estimated fair value of the liability-classified Bridge Loan Warrants upon issuance was $ 12.8 million and a) the Company capitalized $ 9.6 million on its balance sheet as a discount on the Bridge Loan and Executive Loans, which is amortized into interest expense over the term of the Bridge Loan and Executive Loans; b) the Company immediately recorded $ 2.9 million as interest expense, which represents the estimated fair value of the Bridge Loan Warrants in excess of the principal due on the Bridge Loan and Executive Loans; and c) the Company recorded a $ 0.2 million loss on extinguishment of the Batuta Secured Convertible Note. Amendments to Bridge Loan and Executive Loans On June 30, 2022, the Company, Antara Capital and the Executive Lenders entered into a Second Extension Agreement that extended the Bridge Loan maturity date from June 30, 2022 to July 8, 2022 and the Executive Loans maturity date from July 7, 2022 to July 15, 2022 . On July 8, 2022, the Company, Antara Capital and the Executive Lenders entered into a Third Extension Agreement that extended the Bridge Loan maturity date from July 8, 2022 to July 15, 2022 and the Executive Loans maturity date from July 15, 2022 to July 22, 2022 . In addition, the Third Extension Agreement stipulated that on or before July 13, 2022, the Board of Directors of the Company shall have duly approved and filed with the Secretary of State of the State of Delaware a Certificate of Designation to evidence the issuance of a new series of Series D Non-Participating Participating Preferred Stock, $ 0.0001 par value, that will, upon issuance, entitle Antara Capital (in its capacity as sole holder of the Series D Non-Participating Preferred Stock) to vote such number of votes per share that will allow Antara Capital to exercise 51 % of the voting capital stock of EVO. On July 13, 2022, pursuant to the Third Extension Agreement, EVO filed a Certificate of Designations of Series D Non-Participating Preferred Stock with the Secretary of State of the State of Delaware, which authorizes EVO to issue up to one share of Series D Non-Participating Preferred Stock. Under the Series D Certificate of Designations, prior to a Bridge Loan Triggering Event and on and following the Bridge Loan Discharge Date, the holders of Series D Non-Participating Preferred Stock will vote together with the holders of EVO's common stock as a single class on any Series D Shareholder Matter, and the holders of Series D Non-Participating Preferred Stock will be entitled to cast a number of votes on any Series D Shareholder Matter equal to the total number of votes of all non-holders of Series D Non-Participating Preferred Stock entitled to vote on any such Series D Shareholder Matter plus 10. From the occurrence of a Bridge Loan Triggering Event to (but excluding) the Bridge Loan Discharge Date, the holders of Series D Non-Participating Preferred Stock (in their capacity as such) will have no voting rights except as otherwise required by law. In addition, the Series D Certificate of Designations provides that governance mechanisms that could have the effect of limiting, reducing or adversely affecting the Series D Non-Participating Preferred Stock holders’ voting rights under the Series D Certificate of Designations will require the consent of the Series D Majority. The Series D Majority may elect to waive or decline to exercise any or all voting rights granted under the Certificate of Designations, in whole or in part, on either a revocable or irrevocable basis. The issuance of one share of Series D Non-Participating Preferred to Antara Capital on July 13, 2022, resulted in a change of control of the Company, with Antara Capital having voting control on Series D Shareholder Matters. The consideration for the issuance of Series D Non-Participating Preferred Stock to Antara Capital was Antara Capital's agreement to enter into the Third Extension Agreement, and the Company did not receive any cash consideration. On July 15, 2022, the Company, Antara Capital and the Executive Lenders entered into a Fourth Extension Agreement that extended the Bridge Loan maturity date from July 15, 2022 to August 15, 2022 and the Executive Loans maturity date from July 22, 2022 to August 22, 2022 . On August 12, 2022, the Company, Antara Capital and the Executive Lenders entered into a Fifth Extension Agreement that extended the Bridge Loan maturity date from August 15, 2022 to September 15, 2022 and the Executive Loans maturity date from August 22, 2022 to September 22, 2022 . On September 8, 2022, the Company, Antara Capital and the Executive Lenders, in contemplation of the SPA discussed below, entered into a Sixth Extension Agreement that extended the Bridge Loan maturity date from September 15, 2022 to December 29, 2023 and the Executive Loans maturity date from September 22, 2022 to January 5, 2024 . Amendments to and Conversion of Secured Convertible Promissory Notes On March 11, 2022, the Company entered into amendments (the "Convertible Note Amendments") to certain secured convertible promissory notes (the "Convertible Notes") dated February 1, 2017 with Danny Cuzick, individually and as holders representative on behalf of each of Damon Cuzick, Thomas Kiley and Theril Lund. The Convertible Note Amendments permitted the holder of each note and Danny Cuzick in his capacity as holders representative to convert the full amount of outstanding principal and accrued interest, without limitation related to trading volume of EVO's common stock, into either shares of common stock of the Company or warrants to purchase shares of common stock of the Company at an exercise price of $ 0.01 per share. On March 11, 2022, Danny Cuzick, individually and as holders representative on behalf of each of Damon Cuzick, Thomas Kiley and Theril Lund, exercised the right to convert the Convertible Notes into warrants to purchase shares of common stock of the Company at an exercise price of $ 0.01 per share. As a result, the Company granted Messrs. Cuzick, Cuzick, Kiley and Lund an aggregate of 7,533,750 warrants to purchase EVO's common stock at $ 0.01 per share (collectively, the "Convertible Note Warrants"). Each Convertible Note Warrant may be exercised for cash or on a cashless basis, pursuant to the terms of such warrants, for a period of five years from the date of issuance. The Company accounted for the Convertible Note Amendments as an extinguishment of the existing debt and the execution of a new debt instrument. As a result, t he Company recorded a $ 5.2 million loss on extinguishment of debt, which represents the $ 9.0 million estimated fair value of the amended Convertible Notes in excess of the $ 3.8 million carrying value of the original Convertible Notes. The C

Stockholders' Deficit and Warra

Stockholders' Deficit and Warrants	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
Temporary Equity, Stockholders' Deficit and Warrants	Note 6 - Temporary Equity, Stockholders’ Deficit and Warrants Charter Amendment On September 8, 2022, EVO's Board and stockholders holding a majority of the voting power of the issued and outstanding shares of each class of our capital stock approved the amendment of EVO’s Certificate of Incorporation to increase the number of authorized shares of common stock , par value $ 0.0001 , from 100 million to 600 million. The amendment became effective October 25, 2022. Conversion of Series A Redeemable Convertible Preferred Stock and Series B Redeemable Convertible Preferred Stock In connection with the SPA, certain holders of EVO's Series A Redeemable Convertible Preferred stock and Series B Redeemable Convertible Preferred stock were issued warrants to purchase shares of common stock of EVO at an exercise price of $ 0.63 per share and provided other consideration as an inducement to entering the transactions. In consideration for the issuance of the warrants and other consideration, the holders agreed to tender the Series A Redeemable Convertible Preferred stock and Series B Redeemable Convertible Preferred stock for retirement and cancellation by the Company. The holders converted the Series A Redeemable Convertible Preferred stock and Series B Redeemable Convertible Preferred stock into shares of EVO's common stock and subsequently the Series A Redeemable Convertible Preferred stock and Series B Redeemable Convertible Preferred stock were retired and removed from EVO’s articles of incorporation as an authorized class of preferred stock In connection with the conversion, the holders waived the conversion of dividends that would have accrued from June 30, 2022 through September 8, 2022, the date of conversion. The Company recorded $ 0.2 million of inducement costs as a dividend in additional paid-in capital as of September 30, 2022. Redeemable Common Stock Pursuant to the Sheehy Agreement, SEI waived and agreed to not exercise the $ 1.2 million put right in exchange for $ 0.1 million over multiple installments through December 31, 2023. Accordingly, the Company is no longer obligated to redeem the common stock held by SEI. The waiver resulted in a reclassification of the $ 1.2 million out of temporary equity into permanent equity. As of September 30, 2022 and December 31, 2021, redeemable common stock was $ 0 and $ 1.2 million, respectively. The Sheehy Agreement is further described in Note 3, Related Party Transactions. Series C Preferred Stock On March 11, 2022, and pursuant to the Bridge Loan Agreement, EVO filed the Series C Certificate of Designations with the Secretary of State of the State of Delaware, which authorizes EVO to issue up to one share of Series C Preferred Stock, and issued to Antara Capital one share of Series C Preferred Stock. Dividends A dividend accrues on the Series C Preferred Stock at a rate of 5 % per annum on its liquidation preference. The dividend is payable, if and when declared by the Board of Directors, quarterly in arrears in cash commencing on March 31, 2022. Such dividends begin to accrue as of the date on which the Series C Preferred Stock was issued, and will accrue whether or not declared and whether or not there will be funds legally available for the payment of dividends. The Series C Preferred Stock shall not be entitled to participate in any distributions or payments to the holders of the common stock or any other class of stock of the Company. Liquidation Preference The holders of the Series C Preferred Stock are entitled to a liquidation preference of $ 1.00 per share of Series C Preferred Stock plus any accrued but unpaid dividends upon the liquidation of the Company. Redemption The Series C Preferred Stock may be redeemed by the Company on the Bridge Loan Discharge Date at a redemption price equal to $ 1.00 plus all accrued but unpaid dividends. The redemption rights require the Company to present the Series C Preferred Stock in temporary equity in the accompanying balance sheet. Voting Rights Under the Series C Certificate of Designations, prior to a Bridge Loan Triggering Event and following the Bridge Loan Discharge Date, the holder of Series C Preferred Stock will have no voting rights except as otherwise required by law. Under the Series C Certificate of Designations, upon the occurrence of a Bridge Loan Triggering Event through and including the Bridge Loan Discharge Date, the holder of Series C Preferred Stock will vote together with the holders of EVO's common stock as a single class on any Series C Shareholder Matter, and the holder of Series C Preferred Stock will be entitled to cast a number of votes on any Series C Shareholder Matter equal to the total number of votes of all non-holders of Series C Preferred Stock entitled to vote on any such Series C Shareholder Matter plus 10. In addition, the Series C Certificate of Designations provides that governance mechanisms that could have the effect of limiting, reducing or adversely affecting the Series C Preferred Stock holders’ voting or board-appointment rights under the Series C Certificate of Designations will require the consent of the Series C Majority. In addition, the Series C Certificate of Designations grants the Series C Majority the exclusive right, voting separately as a class, to elect or appoint (i) prior to a Bridge Loan Triggering Event, one director to the Board (who shall, unless the majority of the Series C Preferred Stock elects otherwise in its sole discretion, also serve as a member of each Board committee) and (ii) upon the occurrence of a Bridge Loan Triggering Event through and including the Bridge Loan Discharge Date, a majority of the members of the Board. Series D Preferred Stock On July 13, 2022, and pursuant to the Bridge Loan Agreement, EVO filed the Series D Certificate of Designations with the Secretary of State of the State of Delaware, which authorizes EVO to issue up to one share of Series D Non-Participating Preferred Stock, and issued to Antara Capital one share of Series D Non-Participating Preferred Stock. Dividends A dividend accrues on the Series D Non-Participating Preferred Stock at a rate of 5 % per annum on its liquidation preference. The dividend is payable, if and when declared by the Board of Directors, quarterly in arrears in cash commencing on September 30, 2022. Such dividends begin to accrue as of the date on which the Series D Non-Participating Preferred Stock was issued, and will accrue whether or not declared and whether or not there will be funds legally available for the payment of dividends. The Series D Non-Participating Preferred Stock shall not be entitled to participate in any distributions or payments to the holders of the common stock or any other class of stock of the Company. Liquidation Preference The holders of the Series D Non-Participating Preferred Stock are entitled to a liquidation preference of $ 1.00 per share of Series D Non-Participating Preferred Stock plus any accrued but unpaid dividends upon the liquidation of the Company. Voting Rights Under the Series D Certificate of Designations, prior to a Bridge Loan Triggering Event and on and following the Bridge Loan Discharge Date, the holder of Series D Non-Participating Preferred Stock will vote together with the holders of EVO's common stock. Under the Series D Certificate of Designations, upon the occurrence of a Bridge Loan Triggering Event through and including the Bridge Loan Discharge Date, the holder of Series D Non-Participating Preferred Stock will vote together with the holders of EVO's common stock as a single class on any Series D Shareholder Matter, and the holder of Series D Non-Participating Preferred Stock will be entitled to cast a number of votes on any Series D Shareholder Matter equal to the total number of votes of all non-holders of Series D Non-Participating Preferred Stock entitled to vote on any such Shareholder Matter plus 10. In addition, the Series D Certificate of Designations provides that governance mechanisms that could have the effect of limiting, reducing or adversely affecting the Series D Non-Participating Preferred Stock holders’ voting or board-appointment rights under the Series D Certificate of Designations will require the consent of holders the Series D Majority. Warrants As further described in Note 5, Debt , the Company issued the following warrants in connection with the Financing Agreement: • In September 2019, the Company issued warrants to purchase an aggregate of 4,375,000 shares of EVO’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 EVO’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 Financing Agreement. • In September 2019, as consideration for the subordination of previously issued promissory notes, the Company issued a warrant to the noteholder to purchase an aggregate of 350,000 shares of EVO’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. • In February 2020, as a result of the Incremental Amendment, the Company issued the Antara Warrant 2020 to Antara Capital to purchase 3,650,000 shares of EVO’s common stock at an exercise price of $ 2.50 per share. • In March 2020, as a result of the Waiver Agreement, the Company issued to Antara Capital a warrant to purchase up to 3,250,000 shares of EVO’s common Stock at an exercise price of $ 2.50 per share. • In October 2020, as a result of the O mnibus Amendment, the Company issued to the lenders warrants to purchase an aggregate of up to 500,000 shares of EVO's common stock at the price of $ 0.01 per share. • In October 2020, as a result of the O mnibus Amendment, the Company exchanged, without any cash consideration, all warrants previously issued to the lenders for warrants to purchase for $ 0.01 per share of EVO's common stock at the rate of 0.64 warrants per share of EVO's common stock. As a result, warrants to purchase an aggregate of 7,925,000 shares of EVO’s common stock at a price of $ 2.50 per share were exchanged for an aggregate of 5,072,000 shares of EVO’s common stock at a price of $ 0.01 per share. • In December 2020, as a result of failing to timely repay certain obligations under the Financing Agreement 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, the Company issued to the lenders warrants to purchase an aggregate of up to 1,000,000 shares of the voting common stock of the Company at the price of $ 0.01 per share. The Company recorded the $ 0.8 million estimated fair value of the warrants as an increase to interest expense in the fourth quarter of 2020. As further described in Note 5, Debt , in connection with the December 2020 Main Street Loan, the Company contributed 100 % of the issued and outstanding equity of EAF to 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 issued to him the Cuzick Warrant to purchase up to 1,000,000 shares of EVO's common stock at the cost of $ 0.01 per share. Danny Cuzick is a former member of EVO’s Board. As further described in Note 5, Debt , i n connection with the March 2022 Bridge Loan Agreement, EVO granted Antara Capital and the Executive Lenders the Bridge Loan Warrants to purchase an aggregate of up to 13,066,886 shares of EVO's common stock at an exercise price of $ 0.01 per share. As further described in Note 5 Debt , in connection with the March 2022 Convertible Note Amendments, EVO issued the Convertible Note Warrants to purchase an aggregate of up to 7,533,750 shares of EVO's common stock at an exercise price of $ 0.01 per share. The following warrants were issued and exercised in connection with the SPA: • On September 8, 2022, Antara Capital exercised previously issued warrants to purchase 3,500,000 shares of EVO's common stock at $ 0.01 per share in connection with the consideration of the SPA. • On September 8, 2022, Antara Capital purchased from the Company (i) immediately exercisable warrants to purchase 22,353,696 shares of EVO's common stock at an exercise price of $ 0.0001 per share and (ii) warrants to purchase 319,213,143 shares of EVO's common stock at an exercise price of $ 0.0001 per share that will be exercisable following the adoption of the Charter Amendment. Each warrant issued to Antara Capital may be exercised for cash or on a cashless basis, for a period of five years from the date of issuance. • On September 8, 2022, as a result of the SPA and Exchanging Creditor Agreements, EVO issued the Exchanging Creditor Warrants to purchase 47,549,779 and 23,774,891 shares of EVO's common stock at exercise prices of $ 0.0001 and $ 0.53 per share, respectively. • On September 8, 2022, EVO issued warrants to purchase 4,754,978 and 9,509,956 shares of EVO's common stock at exercise prices of $ 0.0001 and $ 0.53 per share, respectively, to a former board member. • On September 8, 2022, EVO issued warrants to purchase 23,224,117 shares of EVO's common stock at an exercise price of $ 0.63 per share to key equity holders and members of management. Each warrant issued may be exercised for cash or on a cashless basis, pursuant to the terms of such warrants, for a period of five years from the date of issuance. • On September 8, 2022, EVO issued warrants to purchase 3,000,000 shares of EVO's common stock at an exercise price of $ 1.50 per share to a former board member. Each warrant issued may be exercised for cash or on a cashless basis, pursuant to the terms of such warrants, for a period of five years from the date of issuance. A summary of warrants activity for the year ended 2021, and for the nine months ended September 30, 2022 is as follows: Number of Warrants Equity Classified Liability Classified Balance at December 31, 2020 8,856,255 16,022,000 Issued in 2021 2,231,453 — Balance at December 31, 2021 11,087,708 16,022,000 Issued in the nine months ended September 30, 2022 119,347,471 354,633,725 Reclassified in the nine months ended September 30, 2022 28,377,564 ( 28,377,564 ) Exercised in the nine months ended September 30, 2022 ( 3,500,000 ) — Forfeited in the nine months ended September 30, 2022 ( 103,334 ) — Balance at September 30, 2022 155,209,409 342,278,161 All issued warrants that are not considered indexed to EVO's common stock and, therefore, are required to be classified as liabilities and measured at fair value at each reporting date with the change in fair value being recognized in the Company's results of operations during each reporting period. The following table summarizes such warrants outstanding and exercisable as of September 30, 2022 and December 31, 2021 that are liability-classified. The Company reclassified to equity all of its liability classified warrants with exercise prices greater than $ 0.01 on September 8, 2022. The warrants were amended to modify certain anti-dilution features and they became indexed to EVO’s common stock. Number of Weighted Weighted September 30, 2022 Outstanding 342,278,161 $ 0.0001 4.9 Exercisable 342,278,161 $ 0.0001 December 31, 2021 Outstanding 16,022,000 $ 0.52 4.8 Exercisable 16,022,000 $ 0.52 In addition to the liability-classified warrants, the Company has issued warrants with different terms that are considered indexed to EVO's common stock and, therefore, are classified in additional paid-in capital and are not required to be measured at fair value at each reporting date. The following table summarizes such equity-classified warrants outstanding and exercisable as of September 30, 2022 and December 31, 2021. Number of Weighted Weighted September 30, 2022 Outstanding 155,209,409 $ 0.46 3.3 Exercisable 155,209,409 $ 0.46 December 31, 2021 Outstanding 11,087,708 $ 2.37 6.9 Exercisable 11,087,708 $ 2.37

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	Note 7 – Stock-Based Compensation Warrants – Stock-Based Compensation During the first quarter of 2021, EVO issued to an employee warrants to purchase 750,000 shares of EVO’s common stock. The warrants were issued with a 10-year life and an exercise price equal to the lesser of $ 2.50 per share and the price at which stock options were to be granted to the Company's officers in 2021. One-third (1/3) of the warrants vested and became exercisable on the grant date, one-third (1/3) vested and became exercisable on March 31, 2021, and one-third (1/3) vested and became exercisable on June 30, 2021. During the six months ended June 30, 2021, the Company recorded stock-based compensation expense of $ 0.3 million related to these warrants.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 – F air 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. Recurring Fair Value Measurements The Company’s derivative liability embedded in the Financing Agreement related to the mandatory prepayment feature 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 presented as an embedded derivative liability on the consolidated balance sheets and is subject to remeasurement to fair value at the end of each reporting period, with the change in fair value recognized as a component of other income (expense) in its consolidated statements of operations. 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. The Company's liability-classified warrants issued with an exercise price of $ 0.01 per share are measured at fair value using the Black-Scholes option pricing model and are classified as a Level 3 liability of the fair value hierarchy due to the use of significant unobservable inputs. The warrant liabilities are presented as current liabilities on the consolidated balance sheets and are subject to remeasurement to fair value at the end of each reporting period, with the change in fair value recognized as a component of other income (expense) in its consolidated statements of operations. The inputs and assumptions used in the Black-Scholes option pricing model include: (1) the Company's stock price; (2) the exercise price of the warrant; (3) the expected term of the warrant; (4) the Company's expected stock price volatility; (5) the Company's expected dividends; and (6) the risk-free interest rate. The Company's liability-classified warrants issued with an exercise price of greater than $ 0.01 per share are measured at fair value using the Monte Carlo simulation model and are classified as a Level 3 liability of the fair value hierarchy due to the use of significant unobservable inputs. The warrant liabilities are presented as current liabilities on the consolidated balance sheets and are subject to remeasurement to fair value at the end of each reporting period, with the change in fair value recognized as a component of other income (expense) or as compensation expense in its consolidated statements of operations. The inputs and assumptions used in the Monte Carlo model include: (1) the Company's stock price; (2) the Company's expected stock price volatility; and (3) the risk-free interest rate. The Company reclassified to equity all of its liability classified warrants with exercise prices greater than $ 0.01 on September 8, 2022. The warrants were amended to modify certain anti-dilution features and they became indexed to EVO’s common stock. The following table provides a reconciliation for the opening and closing balances of both liabilities for the periods presented: ($ in thousands) Derivative Liability Warrant Liabilities Balance at December 31, 2021 $ 1,513 $ 13,784 Issuances — 33,265 Reclassification of warrants from liability classified to equity classified — ( 1,258 ) Net change in fair value ( 12 ) ( 25,296 ) Balance at September 30, 2022 $ 1,501 $ 20,495 Balance at December 31, 2020 $ 1,021 $ — Issuances — 11,099 Net change in fair value ( 661 ) ( 5,534 ) Balance at September 30, 2021 $ 360 $ 5,565 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 no tes and the EVO Term Loans 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 EVO Term Loans was $ 10.8 million as of September 30, 2022 , and its carrying value was $ 20.0 million as of September 30, 2022 . The estimated fair value of the EVO Term Loans was $ 9.7 million as of December 31, 2021 , and its carrying value was $ 17.7 million as of December 31, 2021 . The carrying value of the Company’s remaining debt obligations approximates fair value, and was $ 41.5 million and $ 49.0 million as of September 30, 2022 and December 31, 2021 , respectively.

Leases

Leases	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Leases	Note 9 – Leases Related Party Leases The Company has various lease obligations with related parties for trucks, office space and terminals expiring at various dates through January 2029 . During the nine months ended September 30, 2022 and 2021 the Company incurred approximately $ 1.1 million and $ 1.1 million of related party lease costs, respectively. During the three months ended September 30, 2022 and 2021 the Company incurred approximately $ 0.4 million and $ 0.4 million of related party lease costs, respectively. At September 30, 2022 and December 31, 2021, the Company had the following balances recorded in the condensed consolidated balance sheets related to its lease arrangements with related parties: ($ in thousands) Classification September 30, December 31, Assets Operating leases Right-of-use-asset $ 1,720 $ 2,107 Liabilities Current: Operating leases Operating lease liabilities, current portion 1,660 840 Non-current: Operating leases Operating lease liabilities, less current portion 409 1,125

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 10 – Commitments and Contingencies Legal Contingencies In the normal course of business, the Company is party to legal proceedings from time to time. The Company maintains insurance to cover certain actions and it establishes reserves for specific legal proceedings when the Company determines that the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated. Management has also identified certain other legal matters where we believe an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. 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 and other current liabilities in the accompanying consolidated balance sheets at September 30, 2022 and December 31, 2021. No payments have been made to date. See Note 12, Subsequent Events, for descriptions of the legal proceeding relating to Raymond James & Associates, Inc. and the settlement of the legal proceeding relating to Falcon Capital, LLC and Scott Honour. Except as described above and with respect to claims covered by insurance, there are no other currently pending material legal or governmental 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. PPP Loan On May 8, 2020, we received a letter from the Select Subcommittee on the Coronavirus Crisis of the U.S. House of Representatives demanding that we return the $ 10.0 million PPP Loan that we applied for and received under the CARES Act in April 2020. We elected not to return the PPP Loan proceeds as requested and our PPP Loan was subsequently forgiven in July 2021. Also, the United States Small Business Administration ("SBA") has stated that it intends to audit the PPP Loan application of any company, like us, that received PPP Loan proceeds of more than $ 2 million. However, we are not currently party to or aware of any contemplated proceeding with the Select Subcommittee, the SBA, or any other governmental authority with respect to the PPP Loan. Long-Term Take-or-Pay Natural Gas Supply Contracts As of September 30, 2022 and December 31, 2021 , 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. As of September 30, 2022 and December 31, 2021 , the estimated remaining liability under the take-or-pay arrangements was approximately $ 0.2 million and $ 0.2 million, respectively. Off Balance Sheet Arrangements – Captive Insurance Prior to the acquisition, Sheehy was insured for certain insurance risks with a captive insurance company under SEI. Upon the acquisition of Sheehy from SEI in January 2019, the Company became a member of the captive and Sheehy was transferred to the EVO member account. As a member of the captive, the Company is required to maintain a collateral deposit. The collateral deposit requirement is calculated at the renewal date of March 1st each year and is based on the prior three years of premium experience. The collateral deposit may be satisfied with either cash and/or investment collateral held in the captive or with a letter of credit. The letter agreement between the Company and SEI expired on March 1, 2020, however, in connection with the Sheehy Settlement Agreement, Sheehy has pledged $ 0.8 million in cash collateral held in the SEI captive insurance member account, under the CSPA, on or before March 1, 2024. See Note 3, Related Parties – Off Balance Sheet Arrangements – Collateral Security Pledge Agreement , for terms of the agreement. The Company is also responsible for providing any additional collateral that may be requested by the captive. Letters 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 an EAF CNG 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 $ 0.1 million 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 $ 0.5 million, which amount may decrease annually during the term of the agreement and was equal to $ 0.2 million as of September 30, 2022 and December 31, 2021 . As collateral for performance on contracts and as credit guarantees to banks and insurers, we are contingently liable for guarantees of subsidiary obligations under a standby letter of credit. As of September 30, 2022 and December 31, 2021 , we had $ 0.6 million of the standby letter of credit related to workers’ compensation and general liabilities accrued in our condensed consolidated financial statements.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Note 11 - 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, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 12 - Subsequent Events Amended and Restated Bridge Loan On December 23, 2022, Antara Capital, Corbin ERISA Opportunity Fund Ltd ("CEOF") and Hudson Park Capital II LP ("Hudson Park") entered into a Master Assignment and Assumption agreement pursuant to which Antara Capital sold and assigned its rights and obligations in a portion of the Bridge Loan and warrants with an exercise price per share of $ 0.01 and $ 0.0001 to CEOF and Hudson Park. On the same date, Antara Capital, the Executive Lenders, CEOF and Hudson Park amended and restated the Bridge Loan to reflect the assigned portions of the Bridge Loan to CEOF and Hudson Park. No changes were made to the Bridge Loan in connection with the assignment to CEOF and Hudson Park and no payments were made to the holders of the debt. This event is a transaction among debt holders. Warrant Exercises On November 14, 2022, Antara Capital exercised warrants to purchase 19,317,489 and 341,566,839 shares of EVO common stock at $ 0.01 and $ 0.0001 per share, respectively, for $ 0.2 million. Loan Dispute Settlement On April 14, 2023, EVO, Titan CNG LLC, a wholly-owned subsidiary of EVO (“Titan CNG”), Falcon Capital, LLC (“Falcon”) and Scott Honour (a former member of EVO’s board of directors), entered into a Settlement Agreement (the “Settlement Agreement”) pursuant to which the parties settled the dispute between EVO and Titan, on the one hand, and Falcon and Mr. Honour, on the other hand, relating to that certain Loan Agreement, dated December 31, 2014, among Tradition Capital Bank, Titan El Toro LLC and Titan CNG, certain equipment located in Fort Worth, Texas, and compensation for board service. Pursuant to the Settlement Agreement, (i) the parties settled all claims relating to the lawsuit by Falcon against Titan CNG and EVO, (ii) EVO agreed to pay Falcon $ 60,000 , (iii) EVO issued Falcon an unsecured promissory note in the principal amount of $ 250,000 (the “Promissory Note”), (iv) Falcon released all security interests and liens in all physical property of EVO and Titan CNG, (v) the parties agreed on a process by which to sell the equipment and on the distribution of net proceeds from such sale and (vi) Falcon and Honour released all right, title and interest in and to Titan CNG, EVO and EVO’s subsidiaries. Falcon is entitled to file a confession of judgment if EVO fails to timely cure a missed payment to Falcon or makes more than three untimely payments. The Promissory Note matures on September 30, 2027 and bears interest at a rate of 6.0 % per annum. On January 1, 2024, interest only on the outstanding principal amount will be due and payable in arrears. On February 1, 2024, and on the first day of each month thereafter, principal and interest will be due and payable in arrears. The Promissory Note has customary events of default. Modification Agreements to the Main Street Priority Loan Program Facility On April 19, 2023, EVO Holding Company, LLC, Ritter Transport, Inc., John W. Ritter Trucking, Inc., Johmar Leasing Company, LLC and Ritter Transportation Systems, Inc. (collectively, the “Borrowers”), EVO, as guarantor, and Commerce Bank of Arizona, Inc. (“Commerce”) entered into the Third Modification Agreement (the “Third Amendment”) of the Loan Agreement. The Third Amendment modifies (i) the financial reporting requirements of the Borrowers and EAF and (ii) permitted investments to include additional intercompany loans so long as the Borrowers’ debt service coverage ratio, as defined in the Third Amendment, is at least 1.20 :1.00 as of the relevant date. On June 15, 2023, the Borrowers, EVO, as guarantor, and Commerce entered into the Fourth Modification Agreement (the “Fourth Amendment”) of the Loan Agreement. The Fourth Amendment modifies the interest rate of the loan to the Prime Rate plus the applicable margin of 25 basis points per annum. Accrual of interest at the modified interest rate commenced on July 1, 2023. Raymond James Arbitration On January 22, 2021, EVO and Raymond James & Associates, Inc. (“Raymond James”) entered into a letter agreement (the “RJ Agreement”) pursuant to which Raymond James would provide certain investment banking services to EVO. The RJ Agreement was amended on September 26, 2021 and November 19, 2021. Pursuant to the RJ Agreement, as amended, EVO agreed to pay Raymond James certain fees and expenses upon the closing of certain transactions. On November 22, 2022, Raymond James filed a demand for arbitration against EVO in which it alleged breach of contract, breach of the implied covenant of good faith and fair dealing, and unjust enrichment. The complaint alleged that EVO failed to pay $ 3.25 million in fees and $ 11,142.80 in expenses. The RJ Agreement provides for final and binding arbitration of Raymond James’s claims against EVO in accordance with the commercial rules of the American Arbitration Association. EVO believes it has meritorious defenses to Raymond James’s claim and intends to defend itself vigorously while exploring other options as appropriate and in EVO’s best interest. We are unable to predict the outcome of this matter or the Company’s ultimate legal and financial liability, if any, and at this time cannot reasonably estimate the possible loss or range of loss for this matter, if any. If, however, EVO does not prevail in the arbitration, management believes that EVO’s legal and financial liability relating to this matter could be material to the Company’s results of operations and financial condition, and could impact the Company’s ability to continue as a going concern. Annual Incentive Plan On May 30, 2023, the compensation committee (the “Compensation Committee”) of the Board approved the Annual Incentive Plan of EVO Transportation & Energy Services, Inc. (the “AIP”), to provide the terms of annual bonus opportunities to be granted to EVO’s executive officers and other participating employees. The purposes of the AIP are to provide additional incentives for employees who contribute to the improvement of operating results of the Company and to reward outstanding performance on the part of those individuals whose decisions and actions most significantly affect the growth, profitability and efficient operation of the Company. The AIP focuses on achievement of certain Company performance criteria, as determined by the Compensation Committee at the beginning of each calendar year, and provides that the participants may earn a pre-determined percentage of their respective base salaries for the achievement of specified performance goals. The Compensation Committee approved the following annual bonus opportunities for 2023 under the AIP: (i) to Mr. Bayles, 30 % to 65 % of annual base salary and (ii) to other executive officers, 15 % to 50 % of annual base salary. The performance metric for 2023 is adjusted EBITDA, and payment of incentive awards under the AIP is dependent upon achievement of defined goals for the performance metric. The Compensation Committee retains the discretion to adjust any award that becomes payable under the AIP. Restricted Stock Unit Award Agreements On May 30, 2023, the Compensation Committee also approved (i) the form of restricted stock unit award agreement for employees (the “Employee RSU Award Agreement”) and (ii) the form of restricted stock unit award agreement for non-employee directors (the “Non-Employee Director RSU Award Agreement” and together with the Employee RSU Award Agreement, the “Award Agreements”), which set forth the terms and conditions for restricted stock unit (“RSU”) awards under the Amended and Restated 2018 Stock Incentive Plan. The RSUs are used to determine the number of shares of common stock of EVO to be issued to participants if such RSUs vest. Each RSU will vest in accordance with the schedule determined at the time of award, subject to the participant’s continued employment or service through the vesting date. The Compensation Committee approved the following grants of RSUs: (i) to Mr. Bayles, 14,264,934 RSUs, (ii) to other executive officers, 998,545 to 2,377,489 RSUs and (iii) to non-employee directors of EVO, 950,996 to 1,188,744 RSUs. Asset Purchase and Sale Agreements On July 20, 2023, EAF, a wholly-owned subsidiary of EVO, entered into the following agreements with Clean Energy, a California corporation: (a) the Asset Purchase and Sale Agreement and Joint Escrow Instructions (Tolleson) (the “Tolleson Agreement”) and (b) the Asset Purchase and Sale Agreement and Joint Escrow Instructions (Oak Creek) (the “Oak Creek Agreement,” and together with the Tolleson Agreement, the “Asset Purchase Agreements”). The Tolleson Agreement provides for the sale of EAF’s real property in Tolleson, Arizona and the compressed natural gas fuel station located thereon to Clean Energy for a purchase price of $ 1.2 million. The Oak Creek Agreement provides for the sale of EAF’s real property in Oak Creek, Wisconsin and the compressed natural gas fuel station located thereon to Clean Energy for a purchase price of $ 1.2 million. The Asset Purchase Agreements contain customary representations, warranties and covenants by EAF and Clean Energy and are subject to customary closing conditions, including completion of due diligence by Clean Energy. The Company expects the sales under the Asset Purchase Agreements to close in the third quarter of 2023. The net proceeds from the sales under the Asset Purchase Agreements will be used for mandatory pay down of the Main Street Loan. Equipment Purchase Agreement On July 20, 2023, EAF also entered into an Equipment Purchase Agreement (“Equipment Agreement”) with California Clean Energy, Inc. (“CCE”), whereby EAF agreed to sell certain equipment and other assets located in Fort Worth, Texas for a purchase price of $ 800,000 . The Equipment Agreement contains customary representations, warranties and covenants by EAF and CCE and is subject to customary closing conditions. The Company expects the sale under the Equipment Agreement to occur in the third quarter of 2023. The net proceeds from the sale under the Equipment Agreement will be used for mandatory pay down of the Main Street Loan. Sale of San Antonio, Texas Property On June 2, 2023, EAF entered into an agreement (the “San Antonio Agreement”) with Brazos De Santos Partners, Ltd. (“BDSP”) whereby EAF agreed to sell certain of its land located in San Antonio, Texas for a purchase price of $ 1,180,476 . The net proceeds from the sale under the San Antonio Agreement will be used for mandatory pay down of the Main Street Loan. The San Antonio Agreement contains customary representations, warranties and covenants by EAF and BDSP and is subject to customary closing conditions. The Company expects the sale under the San Antonio Agreement to occur in the third quarter of 2023.

Description of Business and S_2

Description of Business and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Description of Business	Description of Business EVO Transportation & Energy Services, Inc. (“EVO” and, together with its direct and indirect subsidiaries, the “Company”) is a transportation provider serving the United States Postal Service (“USPS”) and other customers. We believe EVO is one of the largest surface transportation companies serving the USPS, with a diversified fleet of tractors, straight trucks and other vehicles that currently operate on either diesel fuel, gasoline, or compressed natural gas (“CNG”). In connection with providing our mail transportation and delivery services to the USPS and our freight services to other corporate customers, we outsource the transportation of certain loads to third-party carriers. We operate from our headquarters in Phoenix, Arizona and from numerous terminals throughout the United States. Historically, we have grown primarily through acquisitions and have also grown organically by obtaining new contracts from the USPS and other customers. Securities Purchase Agreement On September 8, 2022, EVO, EVO Holding Company, LLC (“EVO Holding”), a subsidiary of EVO, and Antara Capital Master Fund LP (“Antara Capital”) entered into a Securities Purchase Agreement (the “SPA”) and consummated certain transactions involving the recapitalization of the Company (collectively the “Recapitalization Transactions”). This included the following: • EVO adopted an amendment to its certificate of incorporation to effect the increase in the number of authorized shares of its common stock, par value $ 0.0001 , from 100 million to 600 million (the “Charter Amendment”). See Note 6, Stockholders' Deficit and Warrants , for more information. • Antara Capital agreed to pay EVO $ 13.5 million to purchase 22,353,696 immediately exercisable warrants to purchase 22,353,696 shares of common stock of EVO at an exercise price of $ 0.0001 per share, 319,213,143 warrants to purchase 319,213,143 shares of common stock of EVO at an exercise price of $ 0.0001 per share that was exercisable following the adoption of the Charter Amendment and 1 convertible preferred membership interest in EVO Holding. The Company recorded a $ 7.7 million loss to interest expense for the three and nine months ended September 30, 2022 in connection with the issuance of the warrants. Upon exercise of the warrants, which occurred in November 2022, Antara Capital owned approximately 69 % of the Company on a fully diluted basis. The preferred interest is convertible into 99 % of the common membership interests of EVO Holding, if the Company fails to meet certain financial conditions, at Antara Capital’s election during the Conversion Period, defined below under the heading “Amended and Restated Limited Liability Company Operating Agreement.” EVO Holding maintains the Company’s ownership interests in John W. Ritter Trucking, Inc. and its related companies (the "Ritter Companies"), which provide a material portion of our Trucking revenue. During the three and nine months ended September 30, 2022 , the Ritter Companies provided approximately 18 % and 19 % of our Trucking revenue, respectively. During the three and nine months ended September 30, 2021 , the Ritter Companies provided approximately 21 % and 20 % of our Trucking revenue. See Note 6, Stockholders’ Deficit and Warrants , for more information regarding the issued warrants. • In connection with the SPA, the Company entered into exchange agreements (the “Exchange Agreements”) with certain creditors, defined in Note 3, Related Party Transactio ns . Pursuant to the Exchange Agreements, the creditors agreed to exchange promissory notes in the aggregate amount of principal and accrued interest of approximately $ 18.3 million to purchase 71,324,670 warrants to purchase common stock and new promissory notes in the aggregate principal amount of approximately $ 3.7 million (the “Takeback Notes”). See Note 3, Related Party Transactions , Note 5, Debt , and Note 6, Stockholders’ Deficit and Warrants , for more information. • EVO issued warrants to purchase 4,754,978 , 9,509,956 and 3,000,000 shares of EVO's common stock at exercise prices of $ 0.0001 , $ 0.53 and $ 1.50 per share, respectively, to two former board members. See Note 6, Stockholders’ Deficit and Warrants , for more information regarding the issued warrants. • EVO issued warrants to purchase 23,224,117 shares of EVO's common stock at an exercise price of $ 0.63 per share to key equity holders and members of management. Each warrant issued may be exercised for cash or on a cashless basis, pursuant to the terms of such warrants, for a period of five years from the date of issuance. See Note 6, Stockholders’ Deficit and Warrants , for more information regarding the issued warrants. Amended and Restated Limited Liability Company Operating Agreement In connection with the SPA, EVO, Antara Capital and EVO Holding entered into an Amended and Restated Limited Liability Company Operating Agreement (the “A&R LLC Agreement”) for EVO Holding. Pursuant to the A&R LLC Agreement and the SPA, EVO Holding issued one convertible preferred membership interest in EVO Holding (the “Preferred Interest”) to Antara Capital. The Preferred Interest is convertible at Antara Capital’s election during the Conversion Period into 99 % of the common membership interests of EVO Holding. The Conversion Period is defined as each date of determination on which (i) Consolidated EBITDA for EVO and its subsidiaries for the most recently completed fiscal quarter that is the first, second or third fiscal quarter is less than $ 6.0 million, with such determination initially being made with respect to the second fiscal quarter of 2023, (ii) Consolidated EBITDA for EVO and its subsidiaries for the most recent fourth fiscal quarter that is one of the two most recently completed fiscal quarters is less than $ 9.0 million, (iii) EVO or any of its subsidiaries fails to pay any principal or interest due in respect of any debt with an outstanding aggregate principal amount in excess of $ 1.0 million when due, subject to certain cure rights, (iv) any debt of EVO or any of its subsidiaries with an outstanding aggregate principal amount in excess of $ 1.0 million becomes due prior to its stated maturity, (v) EVO has failed to deliver unaudited quarterly financial statements with certain prescribed time periods, or (vi) EVO has failed to deliver audited annual financial statements within certain prescribed time periods.
Going Concern	Going Concern As of September 30, 2022, the Company had a cash balance of $ 15.5 million , a working capital deficit of $ 88.6 million , stockholders’ deficit of $ 36.0 million , and material debt and lease obligations of $ 101.7 million , which include term loan borrowings under a financing agreement with Antara Capital. During the nine months ended September 30, 2022, the Company reported cash provided by operating activities of $ 5.8 million and a net loss of $ 17.9 million . The following significant transactions and events affecting the Company’s liquidity occurred during the nine months ended September 30, 2022: • On March 11, 2022, the Company and certain subsidiary guarantors of the Company entered into a Senior Secured Loan and Executive Loan Agreement (the "Bridge Loan Agreement") with Antara Capital and Thomas J. Abood, EVO's former chief executive officer, Damon R. Cuzick, EVO's former chief operating officer, Bridgewest Growth Fund LLC, an entity affiliated with Billy (Trey) Peck Jr., EVO's executive vice president - business development, and Batuta Capital Advisors LLC ("Batuta" and together with Mr. Abood, Mr. Cuzick and Bridgewest Growth Fund LLC, the "Executive Lenders"), an entity affiliated with Alexandre Zyngier, a member of EVO's board of directors (the “Board”). Pursuant to the Bridge Loan Agreement, EVO obtained a bridge loan in the amount of $ 9.0 million (the "Bridge Loan") from Antara Capital and also borrowed $ 0.8 million (the "Executive Loans") from the Executive Lenders. Refer to Note 5, Debt , for further discussion. Pursuant to the Bridge Loan Agreement, on March 11, 2022, Antara Capital appointed Michael Bayles, a former member of EVO's Board and a former officer of EVO, as a member of EVO's Board, effective immediately. Mr. Bayles was appointed to fill a newly-created vacancy on the Board. • On March 11, 2022, and pursuant to the Bridge Loan Agreement, EVO filed a Certificate of Designations of Series C Non-Participating Preferred Stock (the "Series C Certificate of Designations") with the Secretary of State of the State of Delaware, which authorized EVO to issue up to one share of Series C Preferred Stock, and issued to Antara Capital one share of Series C Preferred Stock. Under the Series C Certificate of Designations, prior to a payment default under the Bridge Loan (a "Bridge Loan Triggering Event") and following the date on which all principal and accrued interest (including default interest) payable under the Bridge Loan has been paid-in-full (the date of such payment-in-full, the "Bridge Loan Discharge Date"), the holder of Series C Preferred Stock will have no voting rights except as otherwise required by law. Under the Series C Certificate of Designations, upon the occurrence of a Bridge Loan Triggering Event through and including the Bridge Loan Discharge Date, the holder of Series C Preferred Stock will vote together with the holders of EVO's common stock as a single class on any matter presented to the holders of EVO's common stock for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting) or on which such holders of common stock are otherwise entitled to act (each, a "Series C Shareholder Matter"), and the holder of Series C Preferred Stock will be entitled to cast a number of votes on any Series C Shareholder Matter equal to the total number of votes of all non-holders of Series C Preferred Stock entitled to vote on any such Series C Shareholder Matter plus 10. In addition, the Series C Certificate of Designations provides that governance mechanisms that could have the effect of limiting, reducing or adversely affecting the Series C Preferred Stockholders’ voting or board-appointment rights under the Series C Certificate of Designations will require the consent of the holders holding majority of the issued and outstanding shares of Series C (the “Series C Majority”). In addition, the Series C Certificate of Designations grants the Series C Majority the exclusive right, voting separately as a class, to elect or appoint (i) prior to a Bridge Loan Triggering Event, one director to the Board (who shall, unless the majority of the Series C Preferred Stock elects otherwise in its sole discretion, also serve as a member of each Board committee) and (ii) upon the occurrence of a Bridge Loan Triggering Event through and including the Bridge Loan Discharge Date, a majority of the members of the Board. • On March 11, 2022, the Company entered into amendments to certain secured convertible promissory notes in the aggregate principal amount of $ 9.5 million to permit immediate conversion of those notes, and the holders converted those notes into warrants to purchase 7,533,750 shares of EVO's common stock at an exercise price of $ 0.01 per share. • On May 31, 2022, the Company, Antara Capital and the Executive Lenders entered into a Loan Extension Agreement that extended the Bridge Loan maturity date from May 31, 2022 to June 30, 2022 and the Executive Loans maturity date from June 3, 2022 to July 7, 2022 . • On June 30, 2022, the Company, Antara Capital and the Executive Lenders entered into a Second Extension Agreement that extended the Bridge Loan maturity date from June 30, 2022 to July 8, 2022 and the Executive Loans maturity date from July 7, 2022 to July 15, 2022 . • On July 8, 2022, the Company, Antara Capital and the Executive Lenders entered into a Third Extension Agreement that extended the Bridge Loan maturity date from July 8, 2022 to July 15, 2022 and the Executive Loans maturity date from July 15, 2022 to July 22, 2022 . In addition, the Third Extension Agreement stipulated that on or before July 13, 2022, the Board of Directors of the Company shall have duly approved and filed with the Secretary of State of the State of Delaware a Certificate of Designations to evidence the issuance of a new series of Series D Non-Participating Preferred Stock, $ 0.0001 par value, that will, upon issuance, entitle Antara Capital (in its capacity as sole holder of the Series D Non-Participating Preferred Stock) to vote such number of votes per share that will allow Antara Capital to exercise 51 % of the voting capital stock of EVO. • On July 13, 2022, and pursuant to the Third Extension Agreement dated July 8, 2022, EVO filed a Certificate of Designations of Series D Non-Participating Preferred Stock (the "Series D Certificate of Designations") with the Secretary of State of the State of Delaware, which authorized EVO to issue up to one share of Series D Non-Participating Preferred Stock. Under the Series D Certificate of Designations, prior to a payment default under the Bridge Loan Agreement (a "Bridge Loan Triggering Event") and on and following the date on which all principal and accrued interest (including default interest) payable under the Bridge Loan Agreement has been paid-in-full (the date of such payment-in-full, the "Bridge Loan Discharge Date"), the holders of Series D Non-Participating Preferred Stock will vote together with the holders of EVO's common stock as a single class on any matter presented to the holders of EVO's common stock for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting) or on which such holders of common stock are otherwise entitled to act (each, a "Series D Shareholder Matter"), and the holders of Series D Non-Participating Preferred Stock will be entitled to cast a number of votes on any Series D Shareholder Matter equal to the total number of votes of all non-holders of Series D Non-Participating Preferred Stock entitled to vote on any such Series D Shareholder Matter plus 10. In addition, the Series D Certificate of Designations provides that governance mechanisms that could have the effect of limiting, reducing or adversely affecting the Series D Non-Participating Preferred Stock holders’ voting or board-appointment rights under the Series D Certificate of Designations will require the consent of holders of a majority of the then outstanding (the "Series D Majority") Series D Non-Participating Preferred Stock. From the occurrence of a Bridge Loan Triggering Event to (but excluding) the Bridge Loan Discharge Date, the holders of Series D Non-Participating Preferred Stock (in their capacity as such) will have no voting rights except as otherwise required by law. The issuance of one share of Series D Non-Participating Preferred Stock to Antara Capital on July 13, 2022 resulted in a change of control of the Company, with Antara Capital having voting control on Series D Shareholder Matters. The consideration for the issuance of Series D Non-Participating Preferred Stock to Antara Capital was Antara Capital's agreement to enter into the Third Extension Agreement, and the Company did not receive any cash consideration. • On July 15, 2022, the Company, Antara Capital and the Executive Lenders entered into a Fourth Extension Agreement that extended the Bridge Loan maturity date from July 15, 2022 to August 15, 2022 and the Executive Loans maturity date from July 22, 2022 to August 22, 2022 . • On August 12, 2022, the Company, Antara Capital and the Executive Lenders entered into a Fifth Extension Agreement that extended the Bridge Loan maturity date from August 15, 2022 to September 15, 2022 and the Executive Loans maturity date from August 22, 2022 to September 22, 2022 . • On September 8, 2022, the Company, Antara Capital and the Executive Lenders, in contemplation of the SPA discussed above, entered into a Sixth Extension Agreement that extended the Bridge Loan maturity date from September 15, 2022 to December 29, 2023 and the Executive Loans maturity date from September 22, 2022 to January 5, 2024 . • On September 8, 2022, EVO and Antara Capital entered into the SPA and consummated the Recapitalization Transactions. For more information regarding the SPA and the Recapitalization Transactions, refer to the heading “Securities Purchase Agreement” above. 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; • As of September 30, 2022, the Company is not in compliance with certain covenants in its debt agreements (Refer to Note 5, Debt , for further discussion); 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 EVO’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: • Cost reduction efforts; • Improvements to operations to gain driver efficiencies; • Purchases of trucks and trailers to reduce purchased transportation and rental vehicles; • Replacement of older trucks with newer trucks to lower the overall cost of ownership and improve cash flow through reduced maintenance and fuel costs; • Negotiating with related parties and third parties to refinance existing debt and lease obligations; • Potential future public or private debt or equity offerings; • Acquiring new profitable contracts and negotiating revised pricing for existing contracts; and • Profitably expanding trucking revenue. 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 12 months from the issuance of these consolidated financial statements. The 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 4 and 5 for further information regarding the Company’s factoring and debt obligations. Refer to Note 12, Subsequent Events , for further information regarding changes in the Company’s debt obligations and liquidity subsequent to September 30, 2022 .
Seasonality	Seasonality During 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. The Company’s freight trucking operations and, in general, the transportation industry, experience seasonal impacts in the first quarter. Freight revenues in the first quarter are typically lower due to less consumer demand, lower revenue days, 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.
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, 2021 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, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The balance sheet at December 31, 2021 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.
Pushdown Accounting	Pushdown Accounting As described in Note 5, Debt , on July 13, 2022, Antara Capital was issued one share of Series D Non-Participating Preferred Stock of EVO. With the issuance of Series D Non-Participating Preferred Stock, Antara Capital obtained voting control on shareholder matters, resulting in a change of control of the Company. Antara Capital elected to not apply pushdown accounting.
Reclassifications	Reclassifications Certain reclassifications have been made to prior period's financial information to conform to the current period presentation.
Use of Estimates	Use of Estimates The preparation of 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The 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, preferred stock, warrants and stock-based awards.
Earnings (Loss) per Share of Common Stock	Earnings (Loss) per Share of Common Stock Basic earnings (loss) per share of common stock attributable to common stockholders is calculated by dividing net income (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 notes payable and preferred stock 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 computation of basic and diluted earnings (loss) per share (amounts in thousands, except share data): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net income (loss) $ 2,228 $ 5,329 $ ( 17,878 ) $ 27,398 Accrued and undeclared preferred stock dividends in arrears — ( 164 ) ( 323 ) ( 487 ) Inducement to convert preferred stock into common stock ( 153 ) — ( 153 ) — Net income (loss) available to common stockholders - numerator for basic EPS 2,075 5,165 ( 18,354 ) 26,911 Effect of dilutive securities: $ 4.0 million Secured Convertible Promissory Notes — 27 — 258 Series A Redeemable Convertible Preferred stock — 9 — 27 Series B Redeemable Convertible Preferred stock — 155 — 460 Subtotal — 191 — 745 Adjusted net income (loss) available to common stockholders - numerator for diluted EPS $ 2,075 $ 5,356 $ ( 18,354 ) $ 27,656 Denominator: Denominator for basic EPS - weighted average common shares outstanding 146,316,155 30,891,398 78,165,201 30,377,872 Effect of dilutive securities: $ 4.0 million Secured Convertible Promissory Notes 19,765 196,802 — 639,259 Series A Redeemable Convertible Preferred stock — 138,597 — 132,647 Series B Redeemable Convertible Preferred stock — 2,310,041 — 2,208,384 Subtotal 19,765 2,645,440 — 2,980,290 Denominator for diluted EPS - adjusted weighted average common shares outstanding 146,335,920 33,536,838 78,165,201 33,358,162 Basic EPS $ 0.01 $ 0.17 $ ( 0.23 ) $ 0.89 Diluted EPS $ 0.01 $ 0.16 $ ( 0.23 ) $ 0.83 The following table presents the potentially dilutive shares that were excluded from the computation of diluted earnings (loss) per share of common stock attributable to common stockholders, because either their effect was anti-dilutive or they are contingently issuable shares that were not issuable assuming the end of the reporting period was the end of the contingency period: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Stock options 10,945,711 10,420,249 10,945,711 10,420,249 Warrants 72,011,885 12,606,255 72,011,885 12,606,255 Common stock to be issued upon conversion of 9.5 million — 7,490,000 — 7,490,000 Common stock and warrant to be issued for purchase 2,348,000 2,348,000 2,348,000 2,348,000 Total 85,305,596 32,864,504 85,305,596 32,864,504
Revenue Recognition	Revenue Recognition In accordance with Accounting Standards Codification ("ASC") 606-10-50, the Company disaggregates Trucking revenue from contracts with its customers between USPS revenue and Freight revenue as follows: ($ in thousands) For the Three Months For the Nine Months 2022 2021 2022 2021 USPS revenue $ 67,414 $ 59,546 $ 200,274 $ 155,849 Freight revenue 6,917 6,976 18,671 20,098 Other revenue 920 2,247 3,850 3,213 Total Trucking revenue $ 75,251 $ 68,769 $ 222,795 $ 179,160
United States Postal Service Settlement	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 EVO’s subsidiaries as additional compensation for transportation services provided to the USPS under certain Dynamic Route Optimization (“DRO”) contracts. 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 as additional compensation for transportation services provided to the USPS under other DRO contracts. 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 and they were received by the Factor (as defined in Note 4, Factoring Arrangements ) on behalf of the Company during the first quarter of 2021. In addition, amounts totaling $ 6.3 million that were previously paid by the USPS to the Company during 2020 became subject to the terms of the settlement agreements and were recognized as a deferred gain as of December 31, 2020. All aforementioned amounts totaling $ 34.8 million were recognized as other revenue during the first quarter of 2021 in the consolidated statement of operations. Such amounts are for transportation services provided during 2020 and prior years, are not subject to refund and are not contingent upon the Company providing future transportation services.
Segment Reporting	Segment Reporting The Company uses the "management approach" to determine its operating and reportable segments. The management approach focuses on the financial information that the Company's chief operating decision maker uses to evaluate performance and allocate resources to the Company's operations. Historically, the Company had two reportable segments—Trucking and CNG Fueling Stations. Effective January 1, 2022, the Company determined that its business operates as one reportable segment because: (i) the Company measures profit and loss as a whole; (ii) the principal decision makers do not review information based on any operating segment; (iii) the Company has not chosen to organize its business around different products and services; (iv) the Company has not chosen to organize its business around geographic areas; and (v) the revenues, profits, assets and liabilities of the CNG Fueling Stations are immaterial for all periods presented.
Restricted Cash	Restricted Cash We had restricted cash of $ 1.0 million as of September 30, 2022 and December 31, 2021 which represents cash required to be set aside by a standby letters of credit related to workers’ compensation and general liabilities accrued in our condensed consolidated financials. Restricted cash is included in deposits and other long-term assets on our condensed consolidated balance sheet. See Note 10, Commitments and Contingencies, for further details around the letter of credit.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Accounting Pronouncements Adopted In May 2021, the Financial Accounting Standards Board ( “ FASB ” ) issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Topic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) , which clarifies existing guidance for freestanding written call options which are equity classified and remain so after they are modified or exchanged in order to reduce diversity in practice. The standard is effective for fiscal years beginning after December 15, 2021 , including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The adoption of this guidance on January 1, 2022 did not have a material impact on the Company’s consolidated financial statements. Accounting Pronouncements to be Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) . The new guidance changes the accounting for estimated credit losses pertaining to certain types of financial instruments including, but not limited to, trade and lease receivables. This pronouncement will be effective for fiscal years beginning after December 15, 2022. Early adoption of the guidance is permitted for fiscal years beginning after December 15, 2018. The Company is currently evaluating and assessing the impact this guidance will have on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method be applied for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. Adoption of the standard requires using either the modified retrospective or the retrospective approach. The Company is currently evaluating and assessing the impact this guidance will have on its consolidated financial statements.

Description of Business and S_3

Description of Business and Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Schedule of Computation of Basic and Diluted Earnings (Loss) Per Share	The following table presents the computation of basic and diluted earnings (loss) per share (amounts in thousands, except share data): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net income (loss) $ 2,228 $ 5,329 $ ( 17,878 ) $ 27,398 Accrued and undeclared preferred stock dividends in arrears — ( 164 ) ( 323 ) ( 487 ) Inducement to convert preferred stock into common stock ( 153 ) — ( 153 ) — Net income (loss) available to common stockholders - numerator for basic EPS 2,075 5,165 ( 18,354 ) 26,911 Effect of dilutive securities: $ 4.0 million Secured Convertible Promissory Notes — 27 — 258 Series A Redeemable Convertible Preferred stock — 9 — 27 Series B Redeemable Convertible Preferred stock — 155 — 460 Subtotal — 191 — 745 Adjusted net income (loss) available to common stockholders - numerator for diluted EPS $ 2,075 $ 5,356 $ ( 18,354 ) $ 27,656 Denominator: Denominator for basic EPS - weighted average common shares outstanding 146,316,155 30,891,398 78,165,201 30,377,872 Effect of dilutive securities: $ 4.0 million Secured Convertible Promissory Notes 19,765 196,802 — 639,259 Series A Redeemable Convertible Preferred stock — 138,597 — 132,647 Series B Redeemable Convertible Preferred stock — 2,310,041 — 2,208,384 Subtotal 19,765 2,645,440 — 2,980,290 Denominator for diluted EPS - adjusted weighted average common shares outstanding 146,335,920 33,536,838 78,165,201 33,358,162 Basic EPS $ 0.01 $ 0.17 $ ( 0.23 ) $ 0.89 Diluted EPS $ 0.01 $ 0.16 $ ( 0.23 ) $ 0.83
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 earnings (loss) per share of common stock attributable to common stockholders, because either their effect was anti-dilutive or they are contingently issuable shares that were not issuable assuming the end of the reporting period was the end of the contingency period: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Stock options 10,945,711 10,420,249 10,945,711 10,420,249 Warrants 72,011,885 12,606,255 72,011,885 12,606,255 Common stock to be issued upon conversion of 9.5 million — 7,490,000 — 7,490,000 Common stock and warrant to be issued for purchase 2,348,000 2,348,000 2,348,000 2,348,000 Total 85,305,596 32,864,504 85,305,596 32,864,504
Schedule of Disaggregates Trucking Revenue from Contracts with Customers (ASC 606-10-50)	In accordance with Accounting Standards Codification ("ASC") 606-10-50, the Company disaggregates Trucking revenue from contracts with its customers between USPS revenue and Freight revenue as follows: ($ in thousands) For the Three Months For the Nine Months 2022 2021 2022 2021 USPS revenue $ 67,414 $ 59,546 $ 200,274 $ 155,849 Freight revenue 6,917 6,976 18,671 20,098 Other revenue 920 2,247 3,850 3,213 Total Trucking revenue $ 75,251 $ 68,769 $ 222,795 $ 179,160

Balance Sheet Disclosures (Tabl

Balance Sheet Disclosures (Tables)	9 Months Ended
	Sep. 30, 2022
Balance Sheet Disclosures [Abstract]
Schedule of Goodwill	Goodwill consists of the following: ($ in thousands) September 30, December 31, Beginning balance $ 23,837 $ 23,837 Acquisitions — — Impairment — — $ 23,837 $ 23,837
Schedule of Intangible Assets	Intangible assets consist of the following: September 30, 2022 December 31, 2021 ($ in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 4,604 $ ( 2,485 ) $ 2,119 $ 4,604 $ ( 2,063 ) $ 2,541 Trade names 2,416 ( 1,115 ) 1,301 2,416 ( 917 ) 1,499 Non-competition agreements 325 ( 233 ) 92 325 ( 185 ) 140 $ 7,345 $ ( 3,833 ) $ 3,512 $ 7,345 $ ( 3,165 ) $ 4,180

Factoring Arrangements (Tables)

Factoring Arrangements (Tables)	9 Months Ended
	Sep. 30, 2022
Factoring With Recourse [Abstract]
Schedule of Components Included in Advances from Factoring Arrangement	Components included in Advances from the factoring arrangements are as follows: ($ in thousands) September 30, December 31, Purchased accounts receivable $ 137 $ 7,390 Overadvances 5,594 6,885 Total $ 5,731 $ 14,275

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Schedule of Debt	Debt (with unrelated parties) consists of: ($ in thousands) September 30, December 31, (a) Main Street Loan $ 17,552 (1) $ 17,552 (2) (b) $1.3 million note payable 446 544 (c) $4.0 million Secured Convertible Promissory Notes (“Secured Convertible Notes”) — 538 (d) $0.3 million note payable 18 74 (e) Thunder Ridge supplier advance 1,066 833 (f) Various notes payable acquired from J.B. Lease Corporation ("JB Lease") 270 564 (g) $0.8 million note payable 395 604 (h) $3.8 million note payable 1,086 1,703 (i) Failed sale-leaseback obligations 4,190 5,131 (j) Notes payable to three financing companies 1,353 1,704 (k) Finkle equipment notes 736 1,535 (l) Takeback Notes 96 — Total before debt issuance costs and debt discount 27,208 30,782 Debt issuance costs ( 736 ) ( 919 ) Debt premiums / (discounts), net ( 218 ) ( 273 ) 26,254 29,590 Less current portion ( 21,477 ) ( 22,135 ) Long-term debt, less current portion $ 4,777 $ 7,455 (1) Classified as a current liability as of September 30, 2022 due to the existence of one or more covenant violations. (2) Classified as a current liability as of December 31, 2021 due to the existence of one or more covenant violations. Debt (with related parties) consists of: ($ in thousands) September 30, December 31, (a) Antara Financing Agreement $ 20,856 (1) $ 18,697 (2) (b) Four promissory notes with an aggregate principal amount of $9.5 million — 9,500 (c) Bridge Loan and Executive Loans 9,825 — (d) $3.8 million senior promissory note — 3,800 (2) (e) $4.0 million senior promissory note — 4,000 (2) (f) $2.5 million promissory note - stockholder — 1,506 (g) $6.4 million promissory note - stockholder — 6,361 (h) Note payable acquired from Ritter 365 399 (i) Takeback Notes 4,997 — Total before debt issuance costs and debt discount 36,043 44,263 Debt issuance costs ( 16 ) ( 18 ) Debt premiums / (discounts), net ( 857 ) ( 7,058 ) 35,170 37,187 Less current portion ( 30,686 ) ( 33,164 ) Long-term debt, less current portion - related party $ 4,484 $ 4,023 (1) Classified as a current liability as of September 30, 2022 due to the existence of one or more covenant violations. (2) Classified as a current liability as of December 31, 2020 due to the probability of recurrence of covenant violations, other than the EBITDA-based covenant, during 2021.

Temporary Equity, Stockholders'

Temporary Equity, Stockholders' Deficit and Warrants (Tables)	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
Summary of Activity for Warrants Outstanding	The following table summarizes such warrants outstanding and exercisable as of September 30, 2022 and December 31, 2021 that are liability-classified. The Company reclassified to equity all of its liability classified warrants with exercise prices greater than $ 0.01 on September 8, 2022. The warrants were amended to modify certain anti-dilution features and they became indexed to EVO’s common stock. Number of Weighted Weighted September 30, 2022 Outstanding 342,278,161 $ 0.0001 4.9 Exercisable 342,278,161 $ 0.0001 December 31, 2021 Outstanding 16,022,000 $ 0.52 4.8 Exercisable 16,022,000 $ 0.52 In addition to the liability-classified warrants, the Company has issued warrants with different terms that are considered indexed to EVO's common stock and, therefore, are classified in additional paid-in capital and are not required to be measured at fair value at each reporting date. The following table summarizes such equity-classified warrants outstanding and exercisable as of September 30, 2022 and December 31, 2021. Number of Weighted Weighted September 30, 2022 Outstanding 155,209,409 $ 0.46 3.3 Exercisable 155,209,409 $ 0.46 December 31, 2021 Outstanding 11,087,708 $ 2.37 6.9 Exercisable 11,087,708 $ 2.37
Summary Of Warrants Activity	A summary of warrants activity for the year ended 2021, and for the nine months ended September 30, 2022 is as follows: Number of Warrants Equity Classified Liability Classified Balance at December 31, 2020 8,856,255 16,022,000 Issued in 2021 2,231,453 — Balance at December 31, 2021 11,087,708 16,022,000 Issued in the nine months ended September 30, 2022 119,347,471 354,633,725 Reclassified in the nine months ended September 30, 2022 28,377,564 ( 28,377,564 ) Exercised in the nine months ended September 30, 2022 ( 3,500,000 ) — Forfeited in the nine months ended September 30, 2022 ( 103,334 ) — Balance at September 30, 2022 155,209,409 342,278,161

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of Reconciliation for Opening and Closing Balances of Derivative Liability	The following table provides a reconciliation for the opening and closing balances of both liabilities for the periods presented: ($ in thousands) Derivative Liability Warrant Liabilities Balance at December 31, 2021 $ 1,513 $ 13,784 Issuances — 33,265 Reclassification of warrants from liability classified to equity classified — ( 1,258 ) Net change in fair value ( 12 ) ( 25,296 ) Balance at September 30, 2022 $ 1,501 $ 20,495 Balance at December 31, 2020 $ 1,021 $ — Issuances — 11,099 Net change in fair value ( 661 ) ( 5,534 ) Balance at September 30, 2021 $ 360 $ 5,565

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2022
Related Party Leases [Member]
Lessee Lease Description [Line Items]
Schedule of Balances Recorded in Condensed Consolidated Balance Sheet Related to Lease Arrangements	At September 30, 2022 and December 31, 2021, the Company had the following balances recorded in the condensed consolidated balance sheets related to its lease arrangements with related parties: ($ in thousands) Classification September 30, December 31, Assets Operating leases Right-of-use-asset $ 1,720 $ 2,107 Liabilities Current: Operating leases Operating lease liabilities, current portion 1,660 840 Non-current: Operating leases Operating lease liabilities, less current portion 409 1,125

Description of Business and S_4

Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 08, 2022 USD ($) $ / shares shares

Aug. 12, 2022

Jul. 15, 2022

Jul. 13, 2022 $ / shares shares

Jul. 08, 2022

Jun. 30, 2022 USD ($)

May 31, 2022

Mar. 11, 2022 USD ($) Director $ / shares shares

Feb. 19, 2021 USD ($)

Jan. 19, 2021 USD ($)

Sep. 30, 2022 USD ($) $ / shares shares

Jun. 30, 2022 USD ($)

Mar. 31, 2022 USD ($) $ / shares

Sep. 30, 2021 USD ($)

Jun. 30, 2021 USD ($)

Mar. 31, 2021 USD ($)

Dec. 31, 2020 USD ($) $ / shares

Sep. 30, 2022 USD ($) Segment Director $ / shares shares

Sep. 30, 2021 USD ($)

Dec. 31, 2020 USD ($) $ / shares

Sep. 07, 2022 shares

Dec. 31, 2021 USD ($) $ / shares shares

Oct. 20, 2020 $ / shares

Oct. 19, 2020 $ / shares

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Common stock, shares authorized | shares

600,000,000

600,000,000

100,000,000

Creditors exchanged promissory notes principal and accrued interest

$ 18,300

$ 18,300

Cash

15,487

15,487

$ 6,325

Working capital deficit

88,600

88,600

Stockholders' deficit

$ (61,591)

(36,024)

$ (61,591)

$ (54,120)

$ (37,676)

$ (43,019)

$ (33,888)

$ (67,322)

(36,024)

$ (37,676)

$ (67,322)

$ (50,935)

Debt and lease obligations

101,700

101,700

Cash provided by operating activities

5,806

10,007

Net loss

$ 2,228

$ (7,343)

$ (12,763)

5,329

$ (9,154)

31,223

$ (17,878)

27,398

Promissory notes convertible amount

$ 9,500

Common stock price per share | $ / shares

$ 0.01

$ 0.0001

$ 0.0001

$ 0.0001

Interest expense

$ 10,787

$ 2,784

$ 30,890

$ 9,686

Warrants to purchase shares of common stock | shares

7,533,750

47,549,779

47,549,779

Warrants, exercise price | $ / shares

$ 0.0001

$ 0.01

$ 0.0001

$ 0.01

$ 0.01

$ 2.50

Restricted cash

$ 1,000

$ 1,000

$ 1,000

Number of reportable segments | Segment

2

Former Board Member [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Class of warrant to purchase number of common stock | shares

3,000,000

Warrants, exercise price | $ / shares

$ 1.50

Members of Management [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Class of warrant to purchase number of common stock | shares

23,224,117

Warrants, exercise price | $ / shares

$ 0.63

Warrants, terms

5 years

Warrant One [Member] | Former Board Member [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Class of warrant to purchase number of common stock | shares

4,754,978

Warrants, exercise price | $ / shares

$ 0.0001

Warrant Two [Member] | Former Board Member [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Class of warrant to purchase number of common stock | shares

9,509,956

Warrants, exercise price | $ / shares

$ 0.53

Warrant Three [Member] | Former Board Member [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Class of warrant to purchase number of common stock | shares

3,000,000

Warrants, exercise price | $ / shares

$ 1.50

Minimum [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Warrants, exercise price | $ / shares

$ 0.01

ASU 2021-04 [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Change in accounting principle, accounting standards update, adopted

true

true

Change in accounting principle, accounting standards update, adoption date

Dec. 15, 2021

Dec. 15, 2021

Change in accounting principle, accounting standards update, immaterial effect

true

true

USPS [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Payments for transportation settlements

$ 17,500

$ 7,100

Additional settlement payment including rate adjustments under settlement agreement

$ 3,800

Deferred gain recognized

$ 6,300

Other operating revenue

$ 34,800

Bridge Loan Agreement [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Preferred stock, voting rights

Under the Series C Certificate of Designations, prior to a Bridge Loan Triggering Event and following the Bridge Loan Discharge Date, the holder of Series C Preferred Stock will have no voting rights except as otherwise required by law. Under the Series C Certificate of Designations, upon the occurrence of a Bridge Loan Triggering Event through and including the Bridge Loan Discharge Date, the holder of Series C Preferred Stock will vote together with the holders of EVO's common stock as a single class on any Series C Shareholder Matter, and the holder of Series C Preferred Stock will be entitled to cast a number of votes on any Series C Shareholder Matter equal to the total number of votes of all non-holders of Series C Preferred Stock entitled to vote on any such Series C Shareholder Matter plus 10. In addition, the Series C Certificate of Designations provides that governance mechanisms that could have the effect of limiting, reducing or adversely affecting the Series C Preferred Stock holders’ voting or board-appointment rights under the Series C Certificate of Designations will require the consent of the Series C Majority.

Bridge loan triggering event number of director to be elected or appointed to board | Director

1

1

Maturity date

May 31, 2022

Executive Loans [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Loan obtained

$ 800

Maturity date

Jun. 03, 2022

Takeback Notes [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Warrants to purchase shares of common stock | shares

71,324,670

Amended and Restated Limited Liability Company Operating Agreement [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Common membership interest rate

99%

99%

Maximum amount of consolidated EBITDA subsidiaries

$ 9,000

Amended and Restated Limited Liability Company Operating Agreement [Member] | Minimum [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Maximum amount of consolidated EBITDA subsidiaries

$ 6,000

Aggregate principal amount outstanding stated maturity

1,000

Aggregate principal amount outstanding subject to cute rights

$ 1,000

Series C Preferred Stock [Member] | Bridge Loan Agreement [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Preferred stock, shares authorized | shares

1

Preferred stock, voting rights

Under the Series C Certificate of Designations, prior to a payment default under the Bridge Loan (a "Bridge Loan Triggering Event") and following the date on which all principal and accrued interest (including default interest) payable under the Bridge Loan has been paid-in-full (the date of such payment-in-full, the "Bridge Loan Discharge Date"), the holder of Series C Preferred Stock will have no voting rights except as otherwise required by law. Under the Series C Certificate of Designations, upon the occurrence of a Bridge Loan Triggering Event through and including the Bridge Loan Discharge Date, the holder of Series C Preferred Stock will vote together with the holders of EVO's common stock as a single class on any matter presented to the holders of EVO's common stock for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting) or on which such holders of common stock are otherwise entitled to act (each, a "Series C Shareholder Matter"), and the holder of Series C Preferred Stock will be entitled to cast a number of votes on any Series C Shareholder Matter equal to the total number of votes of all non-holders of Series C Preferred Stock entitled to vote on any such Series C Shareholder Matter plus 10. In addition, the Series C Certificate of Designations provides that governance mechanisms that could have the effect of limiting, reducing or adversely affecting the Series C Preferred Stockholders’ voting or board-appointment rights under the Series C Certificate of Designations will require the consent of the holders holding majority of the issued and outstanding shares of Series C (the “Series C Majority”).

Series D Preferred Stock [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Number of share authorized to issue under Certificate of Designation | shares

1

Preferred stock, voting rights

no

Antara [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Class of warrant to purchase number of common stock | shares

47,549,779

Warrants, exercise price | $ / shares

$ 0.0001

Antara [Member] | Bridge Loan Agreement [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Loan obtained

$ 9,000

Warrants, exercise price | $ / shares

$ 0.01

Antara [Member] | Series C Preferred Stock [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Preferred stock, shares authorized | shares

1

Antara [Member] | Series D Preferred Stock [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Percentage of voting capital stock to be exercised

51%

Antara Capital Securities Purchase Agreement [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Common stock, shares authorized | shares

600,000,000

100,000,000

Proceeds from issuance of warrants

$ 13,500

Class of warrant to purchase number of common stock | shares

22,353,696

Additional warrants to purchase shares of common stock | shares

319,213,143

Additional class of warrant to purchase number of common stock | shares

319,213,143

Purchase of number of shares of convertible preferred stock | shares

1

Percentage of ownership upon exercise of warrants on fully diluted basis

69%

Common membership interest rate

99%

Percentage of trucking revenue

18%

21%

19%

20%

Creditors exchanged promissory notes principal and accrued interest

$ 18,300

$ 18,300

Common stock price per share | $ / shares

$ 0.0001

Interest expense

$ 7,700

$ 7,700

Warrants to purchase shares of common stock | shares

22,353,696

Warrants, exercise price | $ / shares

$ 0.0001

Antara Capital Securities Purchase Agreement [Member] | Bridge Loan Agreement [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Class of warrant to purchase number of common stock | shares

22,353,696

Additional class of warrant to purchase number of common stock | shares

319,213,143

Warrants to purchase shares of common stock | shares

3,500,000

Warrants, exercise price | $ / shares

$ 0.01

Antara Capital Securities Purchase Agreement [Member] | Takeback Notes [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Promissory notes aggregate principal amount

$ 3,700

Loan Extension Agreement [Member] | Bridge Loan Agreement [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Maturity date

Jun. 30, 2022

Loan Extension Agreement [Member] | Executive Loans [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Maturity date

Jul. 07, 2022

Second Extension Agreement [Member] | Bridge Loan Agreement [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Maturity date

Jul. 08, 2022

Second Extension Agreement [Member] | Executive Loans [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Maturity date

Jul. 15, 2022

Third Extension Agreement [Member] | Bridge Loan Agreement [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Maturity date

Jul. 15, 2022

Third Extension Agreement [Member] | Executive Loans [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Maturity date

Jul. 22, 2022

Third Extension Agreement [Member] | Series D Preferred Stock [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Non-Redeemable Preferred stock, par value | $ / shares

$ 0.0001

Fourth Extension Agreement [Member] | Bridge Loan Agreement [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Maturity date

Aug. 15, 2022

Fourth Extension Agreement [Member] | Executive Loans [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Maturity date

Aug. 22, 2022

Fifth Extension Agreement [Member] | Bridge Loan Agreement [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Maturity date

Sep. 15, 2022

Fifth Extension Agreement [Member] | Executive Loans [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Maturity date

Sep. 22, 2022

Sixth Extension Agreement [Member] | Bridge Loan Agreement [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Maturity date

Dec. 29, 2023

Sixth Extension Agreement [Member] | Executive Loans [Member]

Description Of Business And Summary Of Significant Accounting Policies [Line Items]

Maturity date

Jan. 05, 2024

Description of Business and S_5

Description of Business and Summary of Significant Accounting Policies - Schedule of Computation of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Net income (loss)	$ 2,228	$ (7,343)	$ (12,763)	$ 5,329	$ (9,154)	$ 31,223	$ (17,878)	$ 27,398
Accrued and undeclared preferred stock dividends in arrears				(164)			(323)	(487)
Inducement to convert preferred stock into common stock	(153)						(153)
Net income (loss) available to common stockholders - numerator for basic EPS	2,075			5,165			(18,354)	26,911
Effect of dilutive securities:
Effect of dilutive securities				191				745
Adjusted net income (loss) available to common stockholders - numerator for diluted EPS	$ 2,075			$ 5,356			$ (18,354)	$ 27,656
Denominator:
Denominator for basic EPS - weighted average common shares outstanding	146,316,155			30,891,398			78,165,201	30,377,872
Effect of dilutive securities:
Effect of dilutive securities	19,765			2,645,440				2,980,290
Denominator for diluted EPS - adjusted weighted average common shares outstanding	146,335,920			33,536,838			78,165,201	33,358,162
Basic EPS	$ 0.01			$ 0.17			$ (0.23)	$ 0.89
Diluted EPS	$ 0.01			$ 0.16			$ (0.23)	$ 0.83
Redeemable Series A Preferred Stock [Member]
Effect of dilutive securities:
Effect of dilutive securities				$ 9				$ 27
Effect of dilutive securities:
Effect of dilutive securities				138,597				132,647
Redeemable Series B Preferred Stock [Member]
Effect of dilutive securities:
Effect of dilutive securities				$ 155				$ 460
Effect of dilutive securities:
Effect of dilutive securities				2,310,041				2,208,384
Secured Convertible Promissory Notes [Member]
Effect of dilutive securities:
Effect of dilutive securities				$ 27				$ 258
Effect of dilutive securities:
Effect of dilutive securities	19,765			196,802				639,259

Description of Business and S_6

Description of Business and Summary of Significant Accounting Policies - Schedule of Computation of Basic and Diluted Earnings (Loss) Per Share (Parenthetical) (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2014
Secured Convertible Promissory Notes [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Secured convertible promissory notes	$ 4,000,000	$ 4,000,000	$ 4,000,000

Description of Business and S_7

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, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
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	85,305,596	32,864,504	85,305,596	32,864,504
Stock Options [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	10,945,711	10,420,249	10,945,711	10,420,249
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	72,011,885	12,606,255	72,011,885	12,606,255
Four 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		7,490,000		7,490,000
Purchase of Fixed Assets [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	2,348,000	2,348,000	2,348,000	2,348,000

Description of Business and S_8

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 (Parenthetical) (Details) - USD ($) $ in Millions	Sep. 30, 2022	Sep. 30, 2021
Secured Convertible Promissory Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Aggregate principal amount	$ 0.1
Four Convertible Promissory Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Aggregate principal amount	$ 9.5	$ 9.5

Description of Business and S_9

Description of Business and Summary of Significant Accounting Policies - Schedule of Disaggregates Trucking Revenue from Contracts with Customers (ASC 606-10-50) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Total revenue	$ 75,360	$ 68,860	$ 223,022	$ 214,199
Trucking [Member]
Disaggregation of Revenue [Line Items]
Total revenue	75,251	68,769	222,795	179,160
Trucking [Member] | USPS Revenue [Member]
Disaggregation of Revenue [Line Items]
Total revenue	67,414	59,546	200,274	155,849
Trucking [Member] | Freight Revenue [Member]
Disaggregation of Revenue [Line Items]
Total revenue	6,917	6,976	18,671	20,098
Trucking [Member] | Other Revenue [Member]
Disaggregation of Revenue [Line Items]
Total revenue	$ 920	$ 2,247	$ 3,850	$ 3,213

Acquisitions - Additional Infor

Acquisitions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions	9 Months Ended
	Sep. 30, 2022	Mar. 11, 2022	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Common stock, par value	$ 0.0001	$ 0.01	$ 0.0001
Debt repayment in the form shares	3.1
Goodwill	$ 23,837		$ 23,837	$ 23,837

Balance Sheet Disclosures - Sch

Balance Sheet Disclosures - Schedule of Goodwill (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Balance Sheet Disclosures [Abstract]
Beginning balance	$ 23,837	$ 23,837
Acquisitions	0	0
Impairment	0	0
Goodwill	$ 23,837	$ 23,837

Balance Sheet Disclosures - S_2

Balance Sheet Disclosures - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Gross	$ 7,345	$ 7,345
Accumulated Amortization	(3,833)	(3,165)
Net	3,512	4,180
Customer Relationships [Member]
Gross	4,604	4,604
Accumulated Amortization	(2,485)	(2,063)
Net	2,119	2,541
Trade Names [Member]
Gross	2,416	2,416
Accumulated Amortization	(1,115)	(917)
Net	1,301	1,499
Noncompete Agreements [Member]
Gross	325	325
Accumulated Amortization	(233)	(185)
Net	$ 92	$ 140

Balance Sheet Disclosures - Add

Balance Sheet Disclosures - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Amortization expense	$ 0.2	$ 0.2	$ 0.7	$ 0.7
Weighted Average [Member]
Finite-lived intangible asset useful life			7 years 9 months 18 days
Weighted Average [Member] | Customer Relationships [Member]
Finite-lived intangible asset useful life			7 years 10 months 24 days
Weighted Average [Member] | Trade Names [Member]
Finite-lived intangible asset useful life			8 years
Weighted Average [Member] | Noncompete Agreements [Member]
Finite-lived intangible asset useful life			1 year 7 months 6 days

Segment Reporting - Additional

Segment Reporting - Additional Information (Details)	9 Months Ended
	Sep. 30, 2022 Segment
Segment Reporting Information [Line Items]
Number of reportable segments	2

Segment Reporting - Schedule of

Segment Reporting - Schedule of Financial Information by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Segment Reporting Information [Line Items]
Revenue	$ 75,360	$ 68,860	$ 223,022	$ 214,199
Depreciation and amortization	(3,976)	(4,009)	(12,115)	(11,371)
Operating income (loss)	(982)	(3,863)	(6,693)	24,041
Trucking [Member]
Segment Reporting Information [Line Items]
Revenue	$ 75,251	$ 68,769	$ 222,795	$ 179,160

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Oct. 24, 2022	Sep. 27, 2022	Sep. 08, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020	Oct. 20, 2020	Oct. 19, 2020	Oct. 15, 2019
Related Party Transaction [Line Items]
Accrued interest - related party	$ 782		$ 782					$ 2,743
Common stock, shares issued	22,553,583		22,553,583					15,213,145	1,174,800
Warrants, exercise price	$ 0.0001		$ 0.0001							$ 0.01	$ 0.01	$ 2.50
Property and equipment, net	$ 22,178		$ 22,178					$ 27,962
CNG Tractors [Member]
Related Party Transaction [Line Items]
Common stock, shares issued													1,174,800
Warrant issued													1,174,800
Warrants, exercise price													$ 2.50
Property and equipment, net													$ 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 EVO’s common stock and a warrant to purchase 1,174,800 shares of EVO’s common stock at an exercise price of $2.50 per share.
Mr. Bayles [Member]
Related Party Transaction [Line Items]
Recognized operating lease expense	0	$ 100	$ 0	$ 500
Operating lease liabilities	$ 0		$ 0					100
Sheehy Settlement Agreement [Member]
Related Party Transaction [Line Items]
Security deposit						$ 800
Service agreement amount terminated						100
SEI waived and agreed to not exercise amount						1,200
Receipt of multiple installment amount						100
Sheehy Settlement Agreement [Member] | Collateral Security Pledge Agreement [Member]
Related Party Transaction [Line Items]
Security deposit						800
Creditor Exchange Agreements [Member]
Related Party Transaction [Line Items]
Warrants, exercise price	$ 0.53		$ 0.53		$ 0.53
Payments to exchange creditor			$ 75,000
Takeback Notes [Member] | Creditor Exchange Agreements [Member]
Related Party Transaction [Line Items]
Warrants, exercise price							$ 0.53
Debt instrument resulting in restructuring gain	$ 9,000		9,000
Redeemable Common Stock [Member] | Sheehy Settlement Agreement [Member]
Related Party Transaction [Line Items]
SEI waived and agreed to not exercise amount						1,200
Receipt of multiple installment amount						$ 100
Redeemable common stock	$ 0		$ 0					$ 1,200

Factoring Arrangements - Additi

Factoring Arrangements - Additional Information (Details) $ in Millions		3 Months Ended			9 Months Ended
	Mar. 09, 2021 Installment	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021
Factored accounts receivable, description					Certain of EVO’s wholly-owned subsidiaries have entered into accounts receivable factoring arrangements with Triumph Business Capital (the “Factor”) with termination dates that started in September 2021 but automatically renew for successive one-year periods (absent either party's written election to terminate, which has not occurred). Pursuant to the terms of the agreements, each factoring subsidiary, 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 factoring subsidiary (the “Advance Amount”) with the remaining balance, less fees, to be forwarded once the Factor collects the full accounts receivable balance from the factoring customer.
Factor remits percentage of contracted accounts receivable					95%
Financing costs of floor interest rate					4%
Financing costs of interest rate		2%			2%
Factor fee		0.25%			0.25%
Factored receivables, financing fees		$ 0.3	$ 0.4		$ 1.1	$ 0.9
Letter of Intent and Memo of Understanding [Member]
Amount retained of net proceeds plus funds held in reserves outstanding principal amount of overadvances				$ 6.9
Number of installments for repayment | Installment	48
Frequency of payments				monthly
Date of first required payment				Jan. 01, 2022
Funds held in reserve against advances				$ 0.8
Prime Rate [Member]
Financing costs of interest rate		8.25%			8.25%		6%

Factoring Arrangements - Schedu

Factoring Arrangements - Schedule of Components Included in Advances from Factoring Arrangement (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Factoring With Recourse [Abstract]
Purchased accounts receivable	$ 137	$ 7,390
Overadvances	5,594	6,885
Advances under factoring arrangement	$ 5,731	$ 14,275

Debt - Additional Information (

Debt - Additional Information (Details)

1 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 08, 2022 $ / shares shares

Sep. 02, 2022 USD ($)

Aug. 12, 2022

Jul. 15, 2022

Jul. 13, 2022 $ / shares

Jul. 08, 2022

Jun. 30, 2022

May 31, 2022

Mar. 11, 2022 USD ($) $ / shares shares

Jan. 03, 2021 Tractor shares

Dec. 14, 2020 USD ($) $ / shares shares

Oct. 20, 2020 $ / shares

Sep. 16, 2019 USD ($) Warrant $ / shares shares

Oct. 31, 2020 USD ($) Warrant $ / shares shares

Mar. 31, 2020 USD ($) $ / shares shares

Feb. 29, 2020 USD ($) $ / shares shares

Sep. 30, 2022 USD ($) $ / shares shares

Sep. 30, 2021 USD ($)

Mar. 31, 2020 USD ($) $ / shares shares

Sep. 30, 2022 USD ($) $ / shares shares

Sep. 30, 2021 USD ($)

Dec. 31, 2020 USD ($) $ / shares shares

Oct. 24, 2022 $ / shares

Mar. 31, 2022 $ / shares shares

Dec. 31, 2021 USD ($) shares

Mar. 31, 2021 shares

Jan. 01, 2021 $ / shares shares

Oct. 19, 2020 $ / shares

Sep. 30, 2020 $ / shares shares

Oct. 31, 2019 USD ($)

Oct. 15, 2019 $ / shares shares

Debt Instrument [Line Items]

Debt borrowed

$ 18,200,000

$ 18,200,000

Common stock, shares issued | shares

22,553,583

22,553,583

15,213,145

1,174,800

Warrants to purchase shares of common stock price per share | $ / shares

$ 0.01

Warrants, exercise price | $ / shares

$ 0.01

$ 0.0001

$ 0.0001

$ 0.01

$ 2.50

Gain (loss) on extinguishment of debt

$ 10,163,000

$ (5,318,000)

$ 10,953,000

Fair value of the warrants

$ (6,946,000)

$ (481,000)

$ (25,296,000)

(2,243,000)

Additional warrants to be issued | shares

1,000,000

Warrants to purchase number of common stock shares exchange rate

0.01%

Obtained additional term loan commitments

$ 5,749,000

Warrants to purchase shares of common stock | shares

7,533,750

47,549,779

47,549,779

Creditors exchanged promissory notes principal and accrued interest

$ 18,300,000

$ 18,300,000

Fair value of warrants

2,900,000

2,900,000

Restructuring gain

9,200,000

Carrying value of debt

18,200,000

18,200,000

Debt paid in cash

$ 200,000

Equity instrument issued to exchanging creditors | shares

3,100,000

Contingent payments to exchanging creditors

$ 800,000

$ 800,000

Legal fees related to troubled debt restructuring

400,000

CNG Tractors [Member]

Debt Instrument [Line Items]

Common stock, shares issued | shares

1,174,800

Warrants, exercise price | $ / shares

$ 2.50

Antara Warrants [Member]

Debt Instrument [Line Items]

Warrants, exercise price | $ / shares

$ 2.50

$ 2.50

Antara Capital Warrant [Member]

Debt Instrument [Line Items]

Warrants, exercise price | $ / shares

$ 0.01

$ 2.50

$ 2.50

$ 2.50

Warrants to purchase shares of common stock | shares

7,533,750

Main Street Loan [Member]

Debt Instrument [Line Items]

Minimum obligation to be repaid

$ 25,000,000

Bridge Loan Agreement [Member]

Debt Instrument [Line Items]

Maturity date

May 31, 2022

Principle and interest payments

$ 0

Debt indebtedness amount in event of debt default

$ 100,000

Fair value of the warrants

12,800,000

Capitalized interest

9,600,000

Interest expense

$ 2,900,000

Debt instrument maturity, description

maturity date of the earlier of (i) demand by Antara Capital at any time prior to the date on which a collateral agent designated by Antara Capital has been granted a valid and enforceable, perfected, first priority lien on the collateral described in the Bridge Loan Agreement, subject only to permitted liens, on terms reasonably acceptable to Antara Capital, and (ii) May 31, 2022.

Bridge Loan Agreement [Member] | Antara Capital Warrant [Member]

Debt Instrument [Line Items]

Warrants to purchase shares of common stock | shares

13,066,886

Executive Loans [Member]

Debt Instrument [Line Items]

Interest rate

14%

Maturity date

Jun. 03, 2022

Secured Convertible Note [Member]

Debt Instrument [Line Items]

Debt borrowed

$ 200,000

Gain (loss) on extinguishment of debt

(200,000)

Carrying value of debt

$ 200,000

Bridge Loan Warrant [Member]

Debt Instrument [Line Items]

Debt instrument term

5 years

Convertible Note Amendments [Member]

Debt Instrument [Line Items]

Estimated fair value of convertible notes

$ 9,000,000

Warrants, exercise price | $ / shares

$ 0.01

$ 0.01

Gain (loss) on extinguishment of debt

$ (5,200,000)

Estimated fair value in excess of carrying value of original Convertible Notes

3,800,000

Secured convertible promissory notes

9,000,000

Accrued interest as increase in additional paid-in capital

700,000

Takeback Notes [Member]

Debt Instrument [Line Items]

Warrants to purchase shares of common stock | shares

71,324,670

Minimum [Member]

Debt Instrument [Line Items]

Warrants, exercise price | $ / shares

$ 0.01

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, EVO 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 EVO's common stock (the “Antara Warrant Shares”). The $0.01 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 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] | 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] | Maximum [Member] | 0.01 Warrant [Member]

Debt Instrument [Line Items]

Class of warrant to purchase number of common stock | shares

3,350,000

Financing Agreement [Member] | Maximum [Member] | 2.50 Warrant [Member]

Debt Instrument [Line Items]

Class of warrant to purchase number of common stock | shares

1,025,000

Incremental Amendment [Member] | Antara Capital Warrant [Member]

Debt Instrument [Line Items]

Class of warrant to purchase number of common stock | shares

3,650,000

Warrants, exercise price | $ / shares

$ 2.50

Class of warrant or rights, exercisable term

10 years

Warrants issued, description

In connection with the Incremental Amendment, EVO issued a warrant (the “Antara Warrant 2020”) to Antara Capital to purchase 3,650,000 shares (the “Antara Warrant Shares 2020”) of EVO’s 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 is amortized to interest expense over the term of the debt 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, EVO 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 EVO after the issuance date of the Antara Warrant 2020, subject to certain excepted issuances.

Incremental Amendment [Member] | Minimum [Member] | Antara Capital Warrant [Member]

Debt Instrument [Line Items]

Warrants, exercise price | $ / shares

$ 2.50

Omnibus Amendment [Member]

Debt Instrument [Line Items]

Number of warrants issued | Warrant

500,000

Class of warrant to purchase number of common stock | shares

1,500,000

500,000

7,925,000

Warrants, exercise price | $ / shares

$ 0.01

$ 0.01

$ 2.50

Class of warrant or rights, exercisable term

10 years

Common stock shares to be issued to lenders | shares

1,174,800

1,174,800

Additional warrants to be issued | shares

1,000,000

Warrants to purchase number of common stock shares exchange rate

0.64%

0.64%

Common stock | shares

5,072,000

Omnibus Amendment [Member] | Main Street Loan [Member]

Debt Instrument [Line Items]

Minimum obligation to be repaid

$ 25,000,000

Omnibus Amendment [Member] | EVO Equipment Leasing, LLC [Member] | CNG Tractors [Member]

Debt Instrument [Line Items]

Number of tractors to be acquired | Tractor

89

Second Omnibus Amendment [Member]

Debt Instrument [Line Items]

Interest rate

12%

Interest paid in kind

14.50%

Term loan payment description

The Second Omnibus Amendment also removed or revised certain covenants contained in the Financing Agreement and prior amendments to the Financing Agreement, including the EBITDA-based financial covenant included in the Financing Agreement, and extended the maturity date of the term loans under the Financing Agreement to the earlier of (1) March 15, 2026 or (2) 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

Second Omnibus Amendment [Member] | Maximum [Member] | Main Street Loan [Member]

Debt Instrument [Line Items]

Principal amount

$ 17,000,000

Executive Lenders [Member]

Debt Instrument [Line Items]

Debt borrowed

200,000

Carrying value of debt

$ 200,000

Executive Lenders [Member] | Bridge Loan Agreement [Member]

Debt Instrument [Line Items]

Warrants, exercise price | $ / shares

$ 0.01

Warrants to purchase shares of common stock | shares

1,097,219

Executive Lenders [Member] | Executive Loans [Member]

Debt Instrument [Line Items]

Debt borrowed

$ 800,000

Carrying value of debt

800,000

Loan Extension Agreement [Member] | Bridge Loan Agreement [Member]

Debt Instrument [Line Items]

Maturity date

Jun. 30, 2022

Loan Extension Agreement [Member] | Executive Loans [Member]

Debt Instrument [Line Items]

Maturity date

Jul. 07, 2022

Second Extension Agreement [Member] | Bridge Loan Agreement [Member]

Debt Instrument [Line Items]

Maturity date

Jul. 08, 2022

Second Extension Agreement [Member] | Executive Loans [Member]

Debt Instrument [Line Items]

Maturity date

Jul. 15, 2022

Third Extension Agreement [Member] | Series D Participating Preferred Stock [Member]

Debt Instrument [Line Items]

Preferred stock, par value | $ / shares

$ 0.0001

Third Extension Agreement [Member] | Bridge Loan Agreement [Member]

Debt Instrument [Line Items]

Maturity date

Jul. 15, 2022

Third Extension Agreement [Member] | Executive Loans [Member]

Debt Instrument [Line Items]

Maturity date

Jul. 22, 2022

Fourth Extension Agreement [Member] | Bridge Loan Agreement [Member]

Debt Instrument [Line Items]

Maturity date

Aug. 15, 2022

Fourth Extension Agreement [Member] | Executive Loans [Member]

Debt Instrument [Line Items]

Maturity date

Aug. 22, 2022

Fifth Extension Agreement [Member] | Bridge Loan Agreement [Member]

Debt Instrument [Line Items]

Maturity date

Sep. 15, 2022

Fifth Extension Agreement [Member] | Executive Loans [Member]

Debt Instrument [Line Items]

Maturity date

Sep. 22, 2022

Sixth Extension Agreement [Member] | Bridge Loan Agreement [Member]

Debt Instrument [Line Items]

Maturity date

Dec. 29, 2023

Sixth Extension Agreement [Member] | Executive Loans [Member]

Debt Instrument [Line Items]

Maturity date

Jan. 05, 2024

Creditor Exchange Agreements [Member]

Debt Instrument [Line Items]

Cash to certain exchanging creditors

$ 100,000

Warrants, exercise price | $ / shares

$ 0.53

$ 0.53

$ 0.53

Creditor Exchange Agreements [Member] | Takeback Notes [Member]

Debt Instrument [Line Items]

Interest rate

3%

Maturity date

Sep. 08, 2027

Warrants, exercise price | $ / shares

$ 0.53

Warrants to purchase shares of common stock | shares

23,774,891

23,774,891

Promissory notes aggregate principal amount

$ 3,700,000

Outstanding accrue interest percentage

4%

Charter Amendment [Member]

Debt Instrument [Line Items]

Warrants, exercise price | $ / shares

$ 0.0001

$ 0.0001

$ 0.0001

Antara Capital [Member] | Series D Participating Preferred Stock [Member]

Debt Instrument [Line Items]

Percentage of voting capital stock to be exercised

51%

Antara Capital [Member] | Bridge Loan Agreement [Member]

Debt Instrument [Line Items]

Debt borrowed

$ 9,000,000

Warrants, exercise price | $ / shares

$ 0.01

Warrants to purchase shares of common stock | shares

11,969,667

Maximum additional debt amount borrowed

$ 3,000,000

Carrying value of debt

$ 9,000,000

Antara Capital [Member] | Maximum [Member]

Debt Instrument [Line Items]

Class of warrant to purchase number of common stock | shares

3,250,000

3,250,000

BOKF, N.A. [Member] | Paycheck Protection Program Loan, CARES Act [Member]

Debt Instrument [Line Items]

Gain (loss) on extinguishment of debt

$ 10,100,000

Paycheck Protection Program Loan [Member] | Omnibus Amendment [Member] | Maximum [Member]

Debt Instrument [Line Items]

Principal amount

$ 10,000,000

Commerce Bank of Arizona, Inc [Member] | Main Street Loan [Member]

Debt Instrument [Line Items]

Interest rate

3%

Maturity date

Dec. 14, 2025

Debt instrument, frequency of periodic payment

quarterly

Debt instrument term

5 years

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 the 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.

Date of first interest payment

Mar. 14, 2022

Principal payment as percentage on loan amount and capitalized interest

15%

Commerce Bank of Arizona, Inc [Member] | Maximum [Member] | Main Street Loan [Member]

Debt Instrument [Line Items]

Principal amount

$ 17,000,000

Term Loan [Member] | Antara Financing Agreement [Member]

Debt Instrument [Line Items]

Principal amount

$ 24,500,000

$ 20,100,000

$ 20,100,000

Debt borrowed

$ 22,400,000

$ 2,100,000

Interest rate

12%

14.50%

14.50%

Maturity date

Sep. 16, 2022

Agreement, description

The Term Loan may be prepaid at any time, subject to payment of a prepayment premium of (1) 7% for each early payment 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 were used (i) to effect the Ritter acquisition, (ii) to refinance and retire existing indebtedness and (iii) for general working capital needs.

Term loan payment description

entered into a $24.5 million financing agreement (the “Financing Agreement”) among EVO, each subsidiary of EVO, 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 and borrowed the remaining $2.1 million during October 2019 (the “Term Loan”).

Debt instrument maturity, description

The maturity date is the earlier of (1) March 15, 2026 or (2) 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.

Unamortized debt discount

$ 9,000,000

$ 900,000

$ 900,000

$ 1,000,000

Carrying value of debt

$ 22,400,000

$ 2,100,000

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%

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%

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%

Incremental Term Loans [Member] | Incremental Amendment [Member]

Debt Instrument [Line Items]

Interest rate

12%

Term loans, description

The Incremental Term Loans bear interest at 12% per annum, with monthly interest payments due in cash and all outstanding principal and interest 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%

Reimbursement of expenses

$ 100,000

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.

Incremental Term Loans [Member] | Incremental Amendment [Member] | If Prepayment Made on or Prior to September 16, 2020 [Member]

Debt Instrument [Line Items]

Debt instrument, prepayment premium percentage

7%

Incremental Term Loans [Member] | Incremental Amendment [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%

Incremental Term Loans [Member] | Incremental Amendment [Member] | If Prepayment Made After September 16, 2021 [Member]

Debt Instrument [Line Items]

Debt instrument, prepayment premium percentage

0%

Incremental Term Loans [Member] | Antara Capital [Member] | Incremental Amendment [Member]

Debt Instrument [Line Items]

Debt borrowed

$ 3,200,000

Obtained additional term loan commitments

3,200,000

Carrying value of debt

$ 3,200,000

Second Incremental Term Loans [Member] | Second Incremental Amendment [Member]

Debt Instrument [Line Items]

Debt borrowed

$ 3,100,000

$ 3,100,000

Interest rate

12%

12%

Obtained additional term loan commitments

$ 3,100,000

Term loans, description

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.

Carrying value of debt

$ 3,100,000

$ 3,100,000

Second Incremental Term Loans [Member] | Second Incremental Amendment [Member] | If Prepayment Made on or Prior to September 16, 2020 [Member]

Debt Instrument [Line Items]

Debt instrument, prepayment premium percentage

7%

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]

Debt Instrument [Line Items]

Debt instrument, prepayment premium percentage

5%

Second Incremental Term Loans [Member] | Second Incremental Amendment [Member] | If Prepayment Made After September 16, 2021 [Member]

Debt Instrument [Line Items]

Debt instrument, prepayment premium percentage

0%

Convertible Debt [Member] | Convertible Note Amendments [Member]

Debt Instrument [Line Items]

Warrants, exercise price | $ / shares

$ 0.01

Convertible Note Warrants [Member] | Convertible Note Amendments [Member]

Debt Instrument [Line Items]

Debt instrument term

5 years

Warrants, exercise price | $ / shares

$ 0.01

Warrants to purchase shares of common stock | shares

7,533,750

Thunder Ridge Transport, Inc. [Member]

Debt Instrument [Line Items]

Payments for transportation settlements on or before September 30, 2022

$ 200,000

Payments for transportation settlements on or before October 31, 2022

100,000

Payments for transportation settlements on or before November 30, 2022

100,000

Payments for transportation settlements on or before February 28, 2023

100,000

Payments for transportation settlements on or before January 31, 2023

100,000

Payments for transportation settlements on or before December 31, 2022

300,000

Payments for transportation settlements on or before March 31, 2023

$ 400,000

Danny Cuzick [Member] | Main Street Loan [Member]

Debt Instrument [Line Items]

Percentage of ownership interest contribution

100%

100%

Amount of indemnification for guaranty of certain obligations

$ 500,000

Warrants to purchase common stock | shares

1,000,000

1,000,000

Warrants to purchase shares of common stock price per share | $ / shares

$ 0.01

Three of Exchanging Creditors Considered Related Party [Member]

Debt Instrument [Line Items]

Restructuring gain

$ 200,000

$ 200,000

Capital contribution

$ 9,000,000

Debt - Schedule of Debt (With U

Debt - Schedule of Debt (With Unrelated Parties) (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Long-term debt, gross	$ 18,200
Debt premiums / (discounts), net	857	$ 7,058
Less current portion	(21,477)	(22,135)
Long-term debt, less current portion	4,777	7,455
Main Street Loan [Member]
Debt Instrument [Line Items]
Debt issuance costs	(800)	(900)
Long Term Debt with Unrelated Parties [Member]
Debt Instrument [Line Items]
Long-term debt, gross	27,208	30,782
Debt issuance costs	(736)	(919)
Debt premiums / (discounts), net	(218)	(273)
Long-term debt, net	26,254	29,590
Less current portion	(21,477)	(22,135)
Long-term debt, less current portion	4,777	7,455
Long Term Debt with Unrelated Parties [Member] | Main Street Loan [Member]
Debt Instrument [Line Items]
Long-term debt, gross	17,552	17,552
Long Term Debt with Unrelated Parties [Member] | Note Payable [Member]
Debt Instrument [Line Items]
Long-term debt, gross	446	544
Long Term Debt with Unrelated Parties [Member] | Secured Convertible Promissory Notes [Member]
Debt Instrument [Line Items]
Long-term debt, gross		538
Long Term Debt with Unrelated Parties [Member] | Advance From Supplier Acquired From Thunder Ridge [Member]
Debt Instrument [Line Items]
Long-term debt, gross	1,066	833
Long Term Debt with Unrelated Parties [Member] | Notes Payable Acquired from J.B. Lease Corporation [Member]
Debt Instrument [Line Items]
Long-term debt, gross	270	564
Long Term Debt with Unrelated Parties [Member] | Note Payable To Financing Company Issued February Eleven Two Thousand And Nineteen [Member]
Debt Instrument [Line Items]
Long-term debt, gross	395	604
Long Term Debt with Unrelated Parties [Member] | Note Payable To Financing Company Issued January Twenty Three Two Thousand And Nineteen [Member]
Debt Instrument [Line Items]
Long-term debt, gross	1,086	1,703
Long Term Debt with Unrelated Parties [Member] | Failed Sale-leaseback Obligations [Member]
Debt Instrument [Line Items]
Long-term debt, gross	4,190	5,131
Long Term Debt with Unrelated Parties [Member] | Note Payable To Financing Company [Member]
Debt Instrument [Line Items]
Long-term debt, gross	1,353	1,704
Long Term Debt with Unrelated Parties [Member] | Frinkle Equipment Notes [Member]
Debt Instrument [Line Items]
Long-term debt, gross	736	1,535
Long Term Debt with Unrelated Parties [Member] | Takeback Notes [Member]
Debt Instrument [Line Items]
Long-term debt, gross	96
Long Term Debt with Unrelated Parties [Member] | Convertible Note [Member] | Note Payable Issued During November Two Thousand And Eighteen [Member]
Debt Instrument [Line Items]
Long-term debt, gross	$ 18	$ 74

Debt - Schedule of Debt (With_2

Debt - Schedule of Debt (With Unrelated Parties) (Parenthetical) (Details)

1 Months Ended

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Mar. 11, 2022 USD ($) $ / shares shares

Feb. 11, 2019 USD ($)

Jan. 23, 2019 USD ($)

Sep. 30, 2020 USD ($)

Oct. 31, 2019

Feb. 28, 2019

Nov. 30, 2018 USD ($)

Aug. 31, 2018 USD ($)

Aug. 31, 2017 USD ($)

Dec. 31, 2014 USD ($)

Dec. 31, 2021 USD ($)

Sep. 30, 2021 USD ($)

Jun. 30, 2022 USD ($)

Sep. 30, 2022 USD ($) $ / shares shares

Sep. 30, 2021 USD ($)

Dec. 31, 2021 USD ($) SaleLeaseback

Sep. 08, 2022 $ / shares

Dec. 31, 2020 $ / shares

Oct. 20, 2020 $ / shares shares

Oct. 19, 2020 $ / shares shares

Sep. 30, 2019 shares

Debt Instrument [Line Items]

Debt borrowed

$ 18,200,000

Warrants to purchase shares of common stock | shares

7,533,750

47,549,779

Gain (loss) on extinguishment of debt

$ 10,163,000

$ (5,318,000)

$ 10,953,000

Warrants, exercise price | $ / shares

$ 0.0001

$ 0.01

$ 0.01

$ 2.50

Warrants issued | shares

5,072,000

7,925,000

Debt instrument, conversion feature description

The Secured Convertible Notes are convertible into shares (the “Note Shares”) of EVO’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.

Fair value of warrants

$ 2,900,000

Advance From Supplier Acquired From Thunder Ridge [Member]

Debt Instrument [Line Items]

Principal amount

$ 1,000,000

Interest rate

8.50%

Maturity date, month and year

2022-07

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%, is collateralized by substantially all of Thunder Ridge’s assets, is guaranteed by a member of management, and has a July 2022 maturity date. On September 2, 2022, the agreement was extended to March 2023.

Note Payable Issued During November Two Thousand And Eighteen [Member]

Debt Instrument [Line Items]

Principal amount

$ 300,000

Interest rate

3%

Maturity date, month and year

2022-10

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

Common Stock [Member]

Debt Instrument [Line Items]

Warrants issued | shares

4,375,000

Minimum [Member]

Debt Instrument [Line Items]

Warrants, exercise price | $ / shares

$ 0.01

Bridge Loan Agreement [Member]

Debt Instrument [Line Items]

Capitalized interest

$ 9,600,000

Maturity date

May 31, 2022

Interest expense

$ 2,900,000

Executive Loans [Member]

Debt Instrument [Line Items]

Interest rate

14%

Maturity date

Jun. 03, 2022

Secured Convertible Note [Member]

Debt Instrument [Line Items]

Debt borrowed

$ 200,000

Gain (loss) on extinguishment of debt

(200,000)

Executive Lenders [Member]

Debt Instrument [Line Items]

Debt borrowed

$ 200,000

Executive Lenders [Member] | Bridge Loan Agreement [Member]

Debt Instrument [Line Items]

Warrants to purchase shares of common stock | shares

1,097,219

Warrants, exercise price | $ / shares

$ 0.01

Executive Lenders [Member] | Executive Loans [Member]

Debt Instrument [Line Items]

Debt borrowed

$ 800,000

Main Street Loan [Member]

Debt Instrument [Line Items]

Principal amount

$ 17,600,000

Interest rate

3%

Quarterly interest payments date

Mar. 14, 2022

Principal payment as percentage on loan amount and capitalized interest

15%

Debt instrument, frequency of periodic payment

quarterly

Capitalized interest

$ 600,000

Maturity date

Dec. 14, 2025

Payment terms, description

Beginning March 14, 2022, the Borrowers must make quarterly interest payments, and the Borrowers must make principal payments equal to 15% of the face amount of the Main Street Loan plus capitalized interest on each of December 14, 2023 and December 14, 2024. The entire outstanding principal balance, together with all accrued and unpaid interest, is due and payable in full on December 14, 2025.

Unamortized debt discount

$ 300,000

$ 200,000

$ 300,000

Unamortized debt issuance costs

900,000

$ 800,000

900,000

Note Payable [Member]

Debt Instrument [Line Items]

Principal amount

$ 1,300,000

Maturity date, month and year

2024-03

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 other beneficial owners. The note is a co-borrower arrangement between Titan and El Toro with the proceeds received by El Toro. Refer to Note 12, Subsequent Events, for discussion regarding the loan dispute settlement.

Note Payable [Member] | London Interbank Offered Rate (LIBOR) [Member]

Debt Instrument [Line Items]

Basis points added to LIBOR rate

2.35%

Secured Convertible Promissory Notes [Member]

Debt Instrument [Line Items]

Principal amount

$ 100,000

Interest rate

9%

Warrants, exercise price | $ / shares

$ 2.50

Secured convertible promissory notes

$ 4,000,000

$ 4,000,000

$ 4,000,000

4,000,000

Paid debt issuance costs

$ 500,000

Debt instrument repayment interval period

2 years

Conversion rate | $ / shares

$ 2.50

Liquidated damages

1%

Liquidated damages incurred

$ 100,000

100,000

Payments for liquidated damages

$ 0

$ 0

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 EVO's 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 option 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] | 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

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

Secured Convertible Promissory Notes [Member] | Bridge Loan Agreement [Member]

Debt Instrument [Line Items]

Debt borrowed

$ 9,000,000

Secured Convertible Promissory Notes [Member] | Executive Loans [Member]

Debt Instrument [Line Items]

Debt borrowed

800,000

Secured Convertible Promissory Notes [Member] | Secured Convertible Note [Member]

Debt Instrument [Line Items]

Principal amount

200,000

Gain (loss) on extinguishment of debt

200,000

Secured Convertible Promissory Notes [Member] | Executive Lenders [Member]

Debt Instrument [Line Items]

Debt borrowed

200,000

Notes Payable, Other Payables [Member]

Debt Instrument [Line Items]

Principal amount

$ 800,000

$ 3,800,000

$ 400,000

$ 400,000

$ 400,000

Interest rate

10.20%

10.10%

6%

6%

Maturity date

Feb. 11, 2023

Feb. 23, 2024

Maturity date, month and year

2024-10

2023-03

2025-12

2025-11

Interest rate

8.94%

4.50%

Notes Payable, Other Payables [Member] | JB Lease [Member]

Debt Instrument [Line Items]

Maturity start date month and year

2019-09

Maturity end date month and year

2024-08

Notes Payable, Other Payables [Member] | Minimum [Member] | JB Lease [Member]

Debt Instrument [Line Items]

Interest rate

3.90%

Notes Payable, Other Payables [Member] | Maximum [Member] | JB Lease [Member]

Debt Instrument [Line Items]

Interest rate

5.10%

Frinkle Equipment Notes [Member] | Minimum [Member]

Debt Instrument [Line Items]

Maturity date, month and year

2020-05

Interest rate

5.20%

Frinkle Equipment Notes [Member] | Maximum [Member]

Debt Instrument [Line Items]

Maturity date, month and year

2025-09

Interest rate

11.80%

Non-Related Party Takeback Notes [Member]

Debt Instrument [Line Items]

Principal amount

$ 100,000

Interest rate

3%

Failed Sale-leaseback Obligations [Member]

Debt Instrument [Line Items]

Proceeds from sale-leaseback

$ 5,200,000

Number of sale leaseback arrangements | SaleLeaseback

5

Maturity start date month and year

2020-09

Maturity end date month and year

2021-12

Proceeds from sale of certain assets

$ 700,000

Gain or loss on sale of assets

$ 0

Failed Sale-leaseback Obligations [Member] | Minimum [Member]

Debt Instrument [Line Items]

Interest rate

4.35%

Failed Sale-leaseback Obligations [Member] | Maximum [Member]

Debt Instrument [Line Items]

Interest rate

4.375%

Debt - Schedule of Debt (With R

Debt - Schedule of Debt (With Related Parties) (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021	Oct. 31, 2019	Sep. 16, 2019
Debt Instrument [Line Items]
Long-term debt, gross	$ 18,200,000
Debt premiums / (discounts), net	857,000	$ 7,058,000
Less current portion	(30,686,000)	(33,164,000)
Long-term debt, less current portion - related party	4,484,000	4,023,000
Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member]
Debt Instrument [Line Items]
Less current portion		(3,800)
$4.0 Million Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member]
Debt Instrument [Line Items]
Less current portion		(4,000)
Antara Financing Agreement [Member] | Term Loan [Member]
Debt Instrument [Line Items]
Long-term debt, gross			$ 2,100,000	$ 22,400,000
Less current portion	(20,100,000)	(18,700,000)
Long Term Debt With Related Parties [Member]
Debt Instrument [Line Items]
Long-term debt, gross	36,043,000	44,263,000
Debt issuance costs	(16,000)	(18,000)
Long-term debt, net	35,170,000	37,187,000
Less current portion	(30,686,000)	(33,164,000)
Long-term debt, less current portion - related party	4,484,000	4,023,000
Long Term Debt With Related Parties [Member] | Four Promissory Notes Issued February 1, 2017 to Former EAF [Member]
Debt Instrument [Line Items]
Long-term debt, gross		9,500,000
Long Term Debt With Related Parties [Member] | Bridge Loan and Executive Loans [Member]
Debt Instrument [Line Items]
Long-term debt, gross	9,825,000
Long Term Debt With Related Parties [Member] | Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member]
Debt Instrument [Line Items]
Long-term debt, gross		3,800,000
Long Term Debt With Related Parties [Member] | $4.0 Million Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member]
Debt Instrument [Line Items]
Long-term debt, gross		4,000,000
Long Term Debt With Related Parties [Member] | Promissory Note Stockholder Issued June One Two Thousand And Eighteen [Member]
Debt Instrument [Line Items]
Long-term debt, gross		1,506,000
Long Term Debt With Related Parties [Member] | Promissory Note Stockholder Issued February Two Two Thousand And Nineteen [Member]
Debt Instrument [Line Items]
Long-term debt, gross		6,361,000
Long Term Debt With Related Parties [Member] | Notes Payable Acquired From Ritter [Member]
Debt Instrument [Line Items]
Long-term debt, gross	365,000	399,000
Long Term Debt With Related Parties [Member] | Takeback Notes [Member]
Debt Instrument [Line Items]
Long-term debt, gross	4,997,000
Long Term Debt With Related Parties [Member] | Antara Financing Agreement [Member] | Term Loan [Member]
Debt Instrument [Line Items]
Long-term debt, gross	$ 20,856,000	$ 18,697,000

Debt - Schedule of Debt (With_3

Debt - Schedule of Debt (With Related Parties) (Parenthetical) (Details) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

Sep. 08, 2022

Mar. 11, 2022

Sep. 16, 2019

Aug. 30, 2019

Feb. 02, 2019

Jun. 01, 2018

Feb. 01, 2017

Oct. 31, 2020

Feb. 28, 2019

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Nov. 14, 2022

Dec. 31, 2021

Jan. 01, 2021

Dec. 31, 2020

Oct. 20, 2020

Oct. 19, 2020

Sep. 30, 2020

Mar. 31, 2020

Oct. 31, 2019

Sep. 30, 2019

Debt Instrument [Line Items]

Debt discount

$ (857,000)

$ (857,000)

$ (7,058,000)

Current portion of long-term debt

$ 30,686,000

30,686,000

33,164,000

Gain (loss) on extinguishment of debt

$ 10,163,000

$ (5,318,000)

$ 10,953,000

Warrants to purchase shares of common stock

7,533,750

47,549,779

47,549,779

Debt borrowed

$ 18,200,000

$ 18,200,000

Warrants, exercise price

$ 0.0001

$ 0.0001

$ 0.01

$ 0.01

$ 2.50

Fair Value Adjustment of Warrants

$ (6,946,000)

$ (481,000)

$ (25,296,000)

$ (2,243,000)

Creditors exchanged promissory notes principal and accrued interest

18,300,000

18,300,000

Warrants issued

5,072,000

7,925,000

Fair value of the warrants

$ 800,000

Antara Capital [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

Fair value of the warrants

$ 200,000

Omnibus Amendment [Member]

Debt Instrument [Line Items]

Common stock

5,072,000

Class of warrant to purchase number of common stock

500,000

1,500,000

7,925,000

Warrants, exercise price

$ 0.01

$ 0.01

$ 2.50

Warrants, terms

10 years

Bridge Loan Agreement [Member]

Debt Instrument [Line Items]

Maturity date

May 31, 2022

Interest expense

$ 2,900,000

Note payable maturity, description

maturity date of the earlier of (i) demand by Antara Capital at any time prior to the date on which a collateral agent designated by Antara Capital has been granted a valid and enforceable, perfected, first priority lien on the collateral described in the Bridge Loan Agreement, subject only to permitted liens, on terms reasonably acceptable to Antara Capital, and (ii) May 31, 2022.

Principle and interest payments

$ 0

Fair Value Adjustment of Warrants

$ 12,800,000

Bridge Loan Agreement [Member] | Antara Capital [Member]

Debt Instrument [Line Items]

Warrants to purchase shares of common stock

11,969,667

Debt borrowed

$ 9,000,000

Warrants, exercise price

$ 0.01

Executive Loans [Member]

Debt Instrument [Line Items]

Interest rate

14%

Maturity date

Jun. 03, 2022

Common Stock [Member]

Debt Instrument [Line Items]

Warrants issued

4,375,000

Minimum [Member]

Debt Instrument [Line Items]

Warrants, exercise price

$ 0.01

Minimum [Member] | Antara Capital [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

Warrants to purchase shares of common stock

19,317,489

Warrants, exercise price

$ 0.01

Maximum [Member] | Antara Capital [Member]

Debt Instrument [Line Items]

Class of warrant to purchase number of common stock

3,250,000

Maximum [Member] | Antara Capital [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

Warrants to purchase shares of common stock

341,566,839

Warrants, exercise price

$ 0.0001

Term Loan [Member] | Omnibus Amendment [Member]

Debt Instrument [Line Items]

Interest paid in kind rate

17%

Term Loan [Member] | Antara Financing Agreement [Member]

Debt Instrument [Line Items]

Principal amount

$ 24,500,000

$ 20,100,000

$ 20,100,000

Interest rate

12%

14.50%

14.50%

Current portion of long-term debt

$ 20,100,000

$ 20,100,000

18,700,000

Maturity date

Sep. 16, 2022

Note payable maturity, description

The maturity date is the earlier of (1) March 15, 2026 or (2) 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.

Interest paid in kind rate

14.50%

Debt borrowed

$ 22,400,000

$ 2,100,000

Unamortized debt discount

$ 9,000,000

900,000

$ 900,000

1,000,000

Interest payable in cash rate

12%

Four Promissory Notes Issued February 1, 2017 to Former EAF [Member]

Debt Instrument [Line Items]

Principal amount

$ 35,000,000

Interest rate

1.50%

Maturity date

Feb. 01, 2026

Interest rate

5.10%

Note payable maturity, description

The four promissory notes were issued to the former EAF members on February 1, 2017, bear interest at 1.5% per annum and mature February 1, 2026.

Unamortized debt discount

0

$ 0

5,800,000

Percentage of shares of common stock equal to conversion, monthly basis

10%

Four Promissory Notes Issued February 1, 2017 to Former EAF [Member] | Common Stock [Member]

Debt Instrument [Line Items]

Common stock

7,000,000

Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member]

Debt Instrument [Line Items]

Principal amount

$ 3,800,000

Current portion of long-term debt

3,800

Maturity date, month and year

2017-12

Note payable maturity, description

an original maturity date 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.

Principle and interest payments

$ 0

Unamortized debt discount

$ 0

$ 0

100,000

Debt instrument extended maturity month and year

2019-07

Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | Financing Agreement [Member] | EAF [Member]

Debt Instrument [Line Items]

Warrants, terms

5 years

5 years

Fair Value Adjustment of Warrants

$ 200,000

Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | Exchange Creditor Agreement [Member]

Debt Instrument [Line Items]

Creditors exchanged promissory notes principal and accrued interest

$ 9,300,000

9,300,000

Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | New Promissory Notes [Member] | Exchange Creditor Agreement [Member]

Debt Instrument [Line Items]

Principal amount

$ 1,900,000

$ 1,900,000

Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | Common Stock [Member] | Financing Agreement [Member] | EAF [Member]

Debt Instrument [Line Items]

Class of warrant to purchase number of common stock

350,000

350,000

Warrants, exercise price

$ 0.01

$ 0.01

Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | Minimum [Member]

Debt Instrument [Line Items]

Interest rate

7.50%

Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | Maximum [Member]

Debt Instrument [Line Items]

Default interest rate

12.50%

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

$4.0 Million Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member]

Debt Instrument [Line Items]

Principal amount

$ 4,000,000

Interest rate

7.50%

Current portion of long-term debt

4,000

Maturity date, month and year

2020-02

Principle and interest payments

$ 0

Unamortized debt discount

$ 0

$ 0

$ 100,000

$4.0 Million Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | Financing Agreement [Member] | EAF [Member]

Debt Instrument [Line Items]

Fair Value Adjustment of Warrants

300,000

Class of warrant or rights, exercisable term

5 years

$4.0 Million Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | Exchange Creditor Agreement [Member]

Debt Instrument [Line Items]

Creditors exchanged promissory notes principal and accrued interest

9,300,000

9,300,000

$4.0 Million Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | New Promissory Notes [Member] | Exchange Creditor Agreement [Member]

Debt Instrument [Line Items]

Principal amount

1,900,000

$ 1,900,000

$4.0 Million Senior Promissory Note Issued February One Two Thousand And Seventeen To Former EAF [Member] | Common Stock [Member] | Financing Agreement [Member] | EAF [Member]

Debt Instrument [Line Items]

Class of warrant to purchase number of common stock

350,000

Warrants, exercise price

$ 0.01

Promissory Note Stockholder Issued June One Two Thousand And Eighteen [Member]

Debt Instrument [Line Items]

Principal amount

$ 2,500,000

Interest rate

6%

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 Mr. Peck’s employment with the Company by the Company without cause or by Peck for good reason.

Default interest rate

9%

Debt instrument extended maturity month and year

2019-08

Proceeds from public or private offering

$ 40,000,000

Payment of principal amount to Peck

$ 150,000

Payment of increased monthly principal amount to Peck

$ 20,000,000

Maturity date

monthly

Promissory Note Stockholder Issued June One Two Thousand And Eighteen [Member] | Exchange Creditor Agreement [Member]

Debt Instrument [Line Items]

Creditors exchanged promissory notes principal and accrued interest

1,900,000

$ 1,900,000

Promissory Note Stockholder Issued June One Two Thousand And Eighteen [Member] | New Promissory Notes [Member]

Debt Instrument [Line Items]

Principal amount

400,000

400,000

Promissory Note Stockholder Issued February Two Two Thousand And Nineteen [Member]

Debt Instrument [Line Items]

Creditors exchanged promissory notes principal and accrued interest

6,400,000

6,400,000

Promissory Note Stockholder Issued February Two Two Thousand And Nineteen [Member] | Ursa and JB Lease [Member]

Debt Instrument [Line Items]

Interest rate

9%

Maturity date

Aug. 31, 2020

Maturity date, month and year

2022-11

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

Promissory Note Stockholder Issued February Two Two Thousand And Nineteen [Member] | New Promissory Notes [Member]

Debt Instrument [Line Items]

Principal amount

1,300,000

1,300,000

Notes Payable Acquired From Ritter [Member]

Debt Instrument [Line Items]

Interest rate

7%

Maturity date, month and year

2028-12

Related Party Takeback Notes [Member]

Debt Instrument [Line Items]

Principal amount

$ 3,600,000

$ 3,600,000

Interest rate

3%

3%

Maturity date

Sep. 08, 2027

Interest expense

$ 0

Bridge Loan and Executive Loans [Member]

Debt Instrument [Line Items]

Interest rate

14%

14%

14%

Maturity date

Jun. 03, 2022

Principle and interest payments

$ 0

Bridge Loan and Executive Loans [Member] | Antara Capital [Member]

Debt Instrument [Line Items]

Debt borrowed

$ 9,000,000

Bridge Loan and Executive Loans [Member] | Executive Lenders [Member]

Debt Instrument [Line Items]

Maturity date

May 31, 2022

Debt borrowed

$ 800,000

Bridge Loan and Executive Loans [Member] | Bridge Loan Agreement [Member]

Debt Instrument [Line Items]

Debt instrument, extended maturity date

Dec. 29, 2023

Bridge Loan and Executive Loans [Member] | Executive Loans [Member]

Debt Instrument [Line Items]

Debt instrument, extended maturity date

Jan. 05, 2024

Temporary Equity, Stockholder_2

Temporary Equity, Stockholders' Deficit and Warrants - Additional Information (Details) $ / shares in Units, $ in Millions					1 Months Ended	9 Months Ended		12 Months Ended
	Sep. 27, 2022 USD ($)	Mar. 11, 2022 Director $ / shares shares	Dec. 14, 2020 $ / shares shares	Oct. 20, 2020 $ / shares shares	Oct. 31, 2020 $ / shares shares	Sep. 30, 2022 USD ($) Director $ / shares shares	Sep. 30, 2019 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Oct. 25, 2022 shares	Oct. 24, 2022 $ / shares	Sep. 08, 2022 $ / shares shares	Sep. 07, 2022 shares	Jul. 13, 2022 shares	Mar. 31, 2022 $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Jan. 01, 2021 $ / shares shares	Oct. 19, 2020 $ / shares shares	Sep. 30, 2020 $ / shares shares	Mar. 31, 2020 $ / shares shares	Feb. 29, 2020 $ / shares shares
Class Of Stock [Line Items]
Common stock price per share		$ 0.01				$ 0.0001									$ 0.0001
Common stock, shares authorized | shares						600,000,000									100,000,000
Warrants to purchase number of common stock shares exchange rate				0.01%
Warrants, exercise price				$ 0.01		$ 0.0001		$ 0.01									$ 2.50
Warrants issued | shares				5,072,000													7,925,000
Fair value of warrants | $						$ 2.9
Issue of common shares | shares							1,500,000
Fair value of warrants | $							$ 7.4
Additional warrants to be issued | shares								1,000,000
Warrants outstanding | $								$ 0.8
Warrants to purchase shares of common stock price per share								$ 0.01
Warrants to purchase shares of common stock | shares		7,533,750				47,549,779
Warrants, exercise price				$ 0.01		$ 0.0001		$ 0.01									$ 2.50
Members Of Management [Member]
Class Of Stock [Line Items]
Warrants, exercise price											$ 0.63
Class of warrant to purchase number of common stock | shares											23,224,117
Warrants, exercise price											$ 0.63
Former Board Member [Member]
Class Of Stock [Line Items]
Warrants, exercise price											$ 1.50
Class of warrant to purchase number of common stock | shares											3,000,000
Warrants, exercise price											$ 1.50
Former Board Member [Member] | Warrant Exercise Price 0.0001 [Member]
Class Of Stock [Line Items]
Warrants, exercise price											$ 0.0001
Class of warrant to purchase number of common stock | shares											4,754,978
Warrants, exercise price											$ 0.0001
Former Board Member [Member] | Warrant Exercise Price 0.53 [Member]
Class Of Stock [Line Items]
Warrants, exercise price											$ 0.53
Class of warrant to purchase number of common stock | shares											9,509,956
Warrants, exercise price											$ 0.53
Main Street Loan [Member]
Class Of Stock [Line Items]
Minimum obligation to be repaid | $								$ 25
Bridge Loan Agreement [Member]
Class Of Stock [Line Items]
Preferred stock, voting rights						Under the Series C Certificate of Designations, prior to a Bridge Loan Triggering Event and following the Bridge Loan Discharge Date, the holder of Series C Preferred Stock will have no voting rights except as otherwise required by law. Under the Series C Certificate of Designations, upon the occurrence of a Bridge Loan Triggering Event through and including the Bridge Loan Discharge Date, the holder of Series C Preferred Stock will vote together with the holders of EVO's common stock as a single class on any Series C Shareholder Matter, and the holder of Series C Preferred Stock will be entitled to cast a number of votes on any Series C Shareholder Matter equal to the total number of votes of all non-holders of Series C Preferred Stock entitled to vote on any such Series C Shareholder Matter plus 10. In addition, the Series C Certificate of Designations provides that governance mechanisms that could have the effect of limiting, reducing or adversely affecting the Series C Preferred Stock holders’ voting or board-appointment rights under the Series C Certificate of Designations will require the consent of the Series C Majority.
Bridge loan triggering event number of director to be elected or appointed to board | Director		1				1
Convertible Note Amendments [Member]
Class Of Stock [Line Items]
Warrants, exercise price		$ 0.01												$ 0.01
Warrants, exercise price		$ 0.01												0.01
Sheehy Settlement Agreement [Member]
Class Of Stock [Line Items]
SEI Waived and Agreed to Not Exercise Amount | $	$ 1.2
Receipt of multiple installment amount | $	0.1
Antara Capital Securities Purchase Agreement [Member]
Class Of Stock [Line Items]
Common stock price per share											$ 0.0001
Common stock, shares authorized | shares											600,000,000	100,000,000
Warrants, exercise price											$ 0.0001
Warrants to purchase shares of common stock | shares											22,353,696
Class of warrant to purchase number of common stock | shares											22,353,696
Additional class of warrant to purchase number of common stock | shares											319,213,143
Additional warrants, exercise price											$ 0.0001
Warrants, exercise price											0.0001
Antara Capital Securities Purchase Agreement [Member] | Bridge Loan Agreement [Member]
Class Of Stock [Line Items]
Warrants, exercise price											$ 0.01
Warrants to purchase shares of common stock | shares											3,500,000
Class of warrant to purchase number of common stock | shares											22,353,696
Additional class of warrant to purchase number of common stock | shares											319,213,143
Warrants, exercise price											$ 0.01
Charter Amendment [Member]
Class Of Stock [Line Items]
Common stock price per share											$ 0.0001
Common stock, shares authorized | shares											100,000,000
Warrants, exercise price						$ 0.0001				$ 0.0001
Warrants, exercise price						0.0001				$ 0.0001
Conversion of Series A Redeemable Convertible Preferred Stock and Series B Redeemable Convertible Preferred Stock [Member]
Class Of Stock [Line Items]
Warrants, exercise price						$ 0.63
Inducement costs | $						$ 0.2
Warrants, exercise price						$ 0.63
Omnibus Amendment [Member]
Class Of Stock [Line Items]
Warrants to purchase number of common stock shares exchange rate				0.64%	0.64%
Warrants, exercise price					$ 0.01											$ 0.01		$ 2.50
Additional warrants to be issued | shares								1,000,000
Class of warrant to purchase number of common stock | shares								1,500,000								500,000		7,925,000
Warrants, exercise price					0.01											$ 0.01		$ 2.50
Omnibus Amendment [Member] | Main Street Loan [Member]
Class Of Stock [Line Items]
Minimum obligation to be repaid | $								$ 25
Antara [Member]
Class Of Stock [Line Items]
Warrants, exercise price											$ 0.0001
Class of warrant to purchase number of common stock | shares											47,549,779
Warrants, exercise price											$ 0.0001
Antara [Member] | Bridge Loan Agreement [Member]
Class Of Stock [Line Items]
Warrants, exercise price														0.01
Warrants, exercise price														$ 0.01
Exchanging Creditor Agreement [Member]
Class Of Stock [Line Items]
Warrants, exercise price											$ 0.53
Class of warrant to purchase number of common stock | shares											23,774,891
Warrants, exercise price											$ 0.53
Series C Preferred Stock [Member]
Class Of Stock [Line Items]
Preferred stock, dividend rate, percentage						5%
Preferred stock, liquidation preference per share						$ 1
Preferred stock, redemption price per share						$ 1
Series C Preferred Stock [Member] | Bridge Loan Agreement [Member]
Class Of Stock [Line Items]
Preferred stock, voting rights						Under the Series C Certificate of Designations, prior to a payment default under the Bridge Loan (a "Bridge Loan Triggering Event") and following the date on which all principal and accrued interest (including default interest) payable under the Bridge Loan has been paid-in-full (the date of such payment-in-full, the "Bridge Loan Discharge Date"), the holder of Series C Preferred Stock will have no voting rights except as otherwise required by law. Under the Series C Certificate of Designations, upon the occurrence of a Bridge Loan Triggering Event through and including the Bridge Loan Discharge Date, the holder of Series C Preferred Stock will vote together with the holders of EVO's common stock as a single class on any matter presented to the holders of EVO's common stock for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting) or on which such holders of common stock are otherwise entitled to act (each, a "Series C Shareholder Matter"), and the holder of Series C Preferred Stock will be entitled to cast a number of votes on any Series C Shareholder Matter equal to the total number of votes of all non-holders of Series C Preferred Stock entitled to vote on any such Series C Shareholder Matter plus 10. In addition, the Series C Certificate of Designations provides that governance mechanisms that could have the effect of limiting, reducing or adversely affecting the Series C Preferred Stockholders’ voting or board-appointment rights under the Series C Certificate of Designations will require the consent of the holders holding majority of the issued and outstanding shares of Series C (the “Series C Majority”).
Non-Redeemable Preferred stock, shares authorized | shares		1
Series C Preferred Stock [Member] | Antara [Member]
Class Of Stock [Line Items]
Redeemable convertible preferred stock, shares issued | shares		1
Non-Redeemable Preferred stock, shares authorized | shares		1
Redeemable Common Stock [Member] | Sheehy Settlement Agreement [Member]
Class Of Stock [Line Items]
SEI Waived and Agreed to Not Exercise Amount | $	1.2
Receipt of multiple installment amount | $	0.1
Reclassification of temporary equity into permanent equity | $	$ 1.2
Redeemable common stock | $						$ 0									$ 1.2
Series D Non-Participating Preferred Stock [Member]
Class Of Stock [Line Items]
Preferred stock, dividend rate, percentage						5%
Preferred stock, liquidation preference per share						$ 1
Series D Non-Participating Preferred Stock [Member] | Bridge Loan Agreement [Member]
Class Of Stock [Line Items]
Preferred stock, voting rights						Under the Series D Certificate of Designations, prior to a Bridge Loan Triggering Event and on and following the Bridge Loan Discharge Date, the holder of Series D Non-Participating Preferred Stock will vote together with the holders of EVO's common stock. Under the Series D Certificate of Designations, upon the occurrence of a Bridge Loan Triggering Event through and including the Bridge Loan Discharge Date, the holder of Series D Non-Participating Preferred Stock will vote together with the holders of EVO's common stock as a single class on any Series D Shareholder Matter, and the holder of Series D Non-Participating Preferred Stock will be entitled to cast a number of votes on any Series D Shareholder Matter equal to the total number of votes of all non-holders of Series D Non-Participating Preferred Stock entitled to vote on any such Shareholder Matter plus 10. In addition, the Series D Certificate of Designations provides that governance mechanisms that could have the effect of limiting, reducing or adversely affecting the Series D Non-Participating Preferred Stock holders’ voting or board-appointment rights under the Series D Certificate of Designations will require the consent of holders the Series D Majority.
Series D Non-Participating Preferred Stock [Member] | Antara [Member]
Class Of Stock [Line Items]
Non-Redeemable Preferred stock, shares issued | shares													1
Maximum [Member] | Series C Preferred Stock [Member]
Class Of Stock [Line Items]
Redeemable convertible preferred stock, shares authorized | shares		1
Maximum [Member] | Series D Non-Participating Preferred Stock [Member]
Class Of Stock [Line Items]
Non-Redeemable Preferred stock, shares authorized | shares													1
Minimum [Member]
Class Of Stock [Line Items]
Warrants, exercise price											0.01
Warrants, exercise price											$ 0.01
Common Stock [Member]
Class Of Stock [Line Items]
Warrants issued | shares							4,375,000
Antara Capital Warrant [Member]
Class Of Stock [Line Items]
Warrants, exercise price					$ 0.01														$ 2.50	$ 2.50
Warrants issued | shares					500,000														3,250,000	3,650,000
Warrants to purchase shares of common stock | shares														7,533,750
Warrants, exercise price					$ 0.01														$ 2.50	$ 2.50
Antara Capital Warrant [Member] | Bridge Loan Agreement [Member]
Class Of Stock [Line Items]
Warrants to purchase shares of common stock | shares														13,066,886
EAF [Member] | Common Stock [Member] | Promissory Note Two [Member]
Class Of Stock [Line Items]
Warrants, exercise price							$ 0.01
Warrants issued | shares							350,000
Fair value of warrants | $							$ 0.5
Warrants, exercise price							$ 0.01
Danny Cuzick [Member] | Main Street Loan [Member]
Class Of Stock [Line Items]
Percentage of ownership interest contribution			100%					100%
Warrants to purchase common stock | shares			1,000,000					1,000,000
Warrants to purchase shares of common stock price per share			$ 0.01
Subsequent Event [Member] | Charter Amendment [Member]
Class Of Stock [Line Items]
Common stock, shares authorized | shares									600,000,000

Temporary Equity, Stockholders

Temporary Equity, Stockholders Deficit and Warrants - Summary of Warrant Activity (Details) - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Outstanding	11,087,708
Equity Classified
Class of Warrant or Right [Line Items]
Outstanding		8,856,255
Issued	119,347,471	2,231,453
Reclassified	28,377,564
Exercised	(3,500,000)
Forfeited	(103,334)
Outstanding	155,209,409	11,087,708
Liability Classified
Class of Warrant or Right [Line Items]
Outstanding		16,022,000
Issued	354,633,725
Reclassified	(28,377,564)
Outstanding	342,278,161	16,022,000

Temporary Equity, Stockholder_3

Temporary Equity, Stockholders' Deficit and Warrants - Summary of Activity for Warrants Outstanding (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Number of Warrants, Outstanding	155,209,409	11,087,708
Number of Warrants, Exercisable	155,209,409	11,087,708
Weighted Average Exercise Price, Outstanding	$ 0.46	$ 2.37
Weighted Average Exercise Price, Exercisable	$ 0.46	$ 2.37
Weighted Average Remaining Contractual Term, Outstanding	3 years 3 months 18 days	6 years 10 months 24 days
Revision of Prior Period, Adjustment [Member]
Class of Warrant or Right [Line Items]
Number of Warrants, Outstanding	342,278,161	16,022,000
Number of Warrants, Exercisable	342,278,161	16,022,000
Weighted Average Exercise Price, Outstanding	$ 0.0001	$ 0.52
Weighted Average Exercise Price, Exercisable	$ 0.0001	$ 0.52
Weighted Average Remaining Contractual Term, Outstanding	4 years 10 months 24 days	4 years 9 months 18 days

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2022	Mar. 31, 2021	Dec. 31, 2020	Oct. 20, 2020	Oct. 19, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants, exercise price	$ 0.0001		$ 0.01	$ 0.01	$ 2.50
Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 0.3
Warrants, exercise price		$ 2.50
Description of warrant	issued to an employee warrants to purchase 750,000 shares of EVO’s common stock. The warrants were issued with a 10-year life and an exercise price equal to the lesser of $2.50 per share and the price at which stock options were to be granted to the Company's officers in 2021. One-third (1/3) of the warrants vested and became exercisable on the grant date, one-third (1/3) vested and became exercisable on March 31, 2021, and one-third (1/3) vested and became exercisable on June 30, 2021. During the six months ended June 30, 2021, the Company recorded stock-based compensation expense of $0.3 million related to these warrants.

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 08, 2022	Dec. 31, 2021	Dec. 31, 2020	Oct. 20, 2020	Oct. 19, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value, liabilities, transfers into (out of) Level 3, amount	$ 0
Fair Value Liabilities Level1 To Level2 Transfer Amount	0
Fair Value Liabilities Level2 To Level1 Transfer Amount	0
Fair Value Assets Level1 To Level2 Transfer Amount	0
Fair Value Assets Level2 To Level1 Transfer Amount	$ 0
Warrants, exercise price	$ 0.0001			$ 0.01	$ 0.01	$ 2.50
Minimum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants, exercise price		$ 0.01
Recurring Fair Value Measurements [Member] | Estimated Fair Value [Member] | Antara Financing Agreement [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt obligations	$ 10,800,000		$ 9,700,000
Recurring Fair Value Measurements [Member] | Carrying Amount [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Long tern debt remaining obligations	41,500,000		49,000,000
Recurring Fair Value Measurements [Member] | Carrying Amount [Member] | Antara Financing Agreement [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt obligations	$ 20,000,000		$ 17,700,000
Recurring Fair Value Measurements [Member] | Minimum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants, exercise price		$ 0.01
Recurring Fair Value Measurements [Member] | Level 3 [Member] | Black-Scholes Option-Pricing Model [Member] | Current Warrant Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants, exercise price	$ 0.01
Recurring Fair Value Measurements [Member] | Level 3 [Member] | Monte Carlo Simulation Model [Member] | Non Current Warrant Liabilities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants, exercise price	$ 0.01

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Reconciliation for Opening and Closing Balance of Both Liability (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Reclassification of warrants from liability classified to equity classified	$ 1,258
Recurring Fair Value Measurements [Member] | Derivative Liability [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance		$ 1,513	$ 1,021
Net change in fair value		(12)	(661)
Ending balance	1,501	1,501	360
Recurring Fair Value Measurements [Member] | Warrant Liabilities [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance		13,784
Issuances		33,265	11,099
Reclassification of warrants from liability classified to equity classified		(1,258)
Net change in fair value		(25,296)	(5,534)
Ending balance	$ 20,495	$ 20,495	$ 5,565

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, 2022	Dec. 31, 2021
Assets
Operating leases	$ 6,202	$ 7,155
Finance leases	27,290	24,391
Liabilities
Operating leases current	2,285	3,045
Finance leases current	8,283	4,448
Operating leases non-current	3,977	4,114
Finance leases non-current	19,961	21,790
Related Party Leases [Member]
Assets
Operating leases	1,720	2,107
Liabilities
Operating leases current	1,660	840
Operating leases non-current	$ 409	$ 1,125

Leases - Additional Information

Leases - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Lessee Lease Description [Line Items]
Lease expiration period			2029-01
Related Party Leases [Member]
Lessee Lease Description [Line Items]
Lease costs	$ 0.4	$ 0.4	$ 1.1	$ 1.1

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details)				9 Months Ended	12 Months Ended
	May 08, 2020 USD ($)	Oct. 11, 2018 USD ($)	Feb. 24, 2014 USD ($)	Sep. 30, 2022 USD ($) Vendor	Dec. 31, 2021 USD ($) Vendor	Sep. 27, 2022 USD ($)
Other Commitments [Line Items]
Return of loan				$ 200,000
Commitments to purchase natural gas on take-or-pay basis with number of vendors | Vendor				3	3
Estimated remaining commitment liability				$ 200,000	$ 200,000
Letter of credit, description				EAF is required to provide financial security in the form of a letter of credit originally in the amount of $0.5 million, which amount may decrease annually during the term of the agreement and was equal to $0.2 million as of September 30, 2022 and December 31, 2021
Sheehy Settlement Agreement [Member]
Other Commitments [Line Items]
Security deposit						$ 800,000
Sheehy Settlement Agreement [Member] | Collateral Security Pledge Agreement [Member]
Other Commitments [Line Items]
Security deposit						$ 800,000
Paycheck Protection Program Loan [Member]
Other Commitments [Line Items]
Return of loan	$ 10,000,000
Proceeds from loan	$ 2,000,000
Standby Letters of Credit [Member]
Other Commitments [Line Items]
Line of credit				$ 600	600
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				$ 100,000
Incremental Natural Gas Facilities Agreement [Member] | Letter of Credit [Member]
Other Commitments [Line Items]
Principal amount				500,000
Annual decrease in financial security				$ 200,000	$ 200,000
El Toro [Member]
Other Commitments [Line Items]
Loss contingency, damages awarded value		$ 200,000

Subsequent Events - Amended and

Subsequent Events - Amended and Restated Bridge Loan - Additional Information (Details) - $ / shares	Dec. 23, 2022	Sep. 30, 2022	Dec. 31, 2020	Oct. 20, 2020	Oct. 19, 2020
Subsequent Event [Line Items]
Warrants, exercise price		$ 0.0001	$ 0.01	$ 0.01	$ 2.50
Bridge Loan Agreement [Member] | CEOF and Hudson Park [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Warrants, exercise price	$ 0.01
Bridge Loan Warrant [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Warrants, exercise price	$ 0.0001

Subsequent Events - Warrant Exe

Subsequent Events - Warrant Exercises- Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	Nov. 14, 2022	Sep. 30, 2022	Sep. 08, 2022	Mar. 11, 2022	Dec. 31, 2020	Oct. 20, 2020	Oct. 19, 2020
Subsequent Event [Line Items]
Warrants to purchase shares of common stock		47,549,779		7,533,750
Warrants, exercise price		$ 0.0001			$ 0.01	$ 0.01	$ 2.50
Fair value of the warrants					$ 0.8
Minimum [Member]
Subsequent Event [Line Items]
Warrants, exercise price			$ 0.01
Subsequent Event [Member] | Antara Capital [Member]
Subsequent Event [Line Items]
Fair value of the warrants	$ 0.2
Subsequent Event [Member] | Antara Capital [Member] | Maximum [Member]
Subsequent Event [Line Items]
Warrants to purchase shares of common stock	341,566,839
Warrants, exercise price	$ 0.0001
Subsequent Event [Member] | Antara Capital [Member] | Minimum [Member]
Subsequent Event [Line Items]
Warrants to purchase shares of common stock	19,317,489
Warrants, exercise price	$ 0.01

Subsequent Events - Loan Disput

Subsequent Events - Loan Dispute - Additional Information (Details) - Falcon Capital LLC [Member] - Subsequent Event [Member]	Apr. 14, 2023 USD ($)
Subsequent Event [Line Items]
Litigation settlement amount payable	$ 60,000
Unsecured Promissory Note [Member]
Subsequent Event [Line Items]
Principal amount	$ 250,000
Maturity date	Sep. 30, 2027
Interest rate	6%

Subsequent Events - Third Modif

Subsequent Events - Third Modification Agreement to Main Street Priority Loan Program Facility - Additional Information (Details) - Subsequent Event [Member]	Jun. 15, 2023	Apr. 19, 2023
Third Modification Agreement [Member]
Subsequent Event [Line Items]
Minimum debt service coverage ratio		1.20
Prime Rate [Member] | Fourth Modification Agreement [Member]
Subsequent Event [Line Items]
Basis point per annum	25%

Subsequent Events - Raymond Jam

Subsequent Events - Raymond James Arbitration - Additional Information (Details) - USD ($)		9 Months Ended
	Nov. 22, 2022	Sep. 30, 2022
Subsequent Event [Line Items]
Legal expenses		$ 400,000
Subsequent Event [Member] | Raymond James [Member]
Subsequent Event [Line Items]
Damage sought value	$ 3,250,000
Legal expenses	$ 11,142.80

Subsequent Events - Annual Ince

Subsequent Events - Annual Incentive Plan - Additional Information (Details) - Forecast [Member]	May 30, 2023
Mr. Bayles [Member] | Maximum [Member]
Subsequent Event [Line Items]
Percentage of annual base salary	65%
Mr. Bayles [Member] | Minimum [Member]
Subsequent Event [Line Items]
Percentage of annual base salary	30%
Executive Officer [Member] | Maximum [Member]
Subsequent Event [Line Items]
Percentage of annual base salary	50%
Executive Officer [Member] | Minimum [Member]
Subsequent Event [Line Items]
Percentage of annual base salary	15%

Subsequent Events - Restricted

Subsequent Events - Restricted Stock Unit Award Agreements - Additional Information (Details) - Forecast [Member] - Restricted Stock Units (RSUs) [Member]	May 30, 2023 shares
Mr. Bayles [Member]
Subsequent Event [Line Items]
Number of Shares Available for Grant	14,264,934
Executive Officer [Member] | Maximum [Member]
Subsequent Event [Line Items]
Number of Shares Available for Grant	2,377,489
Executive Officer [Member] | Minimum [Member]
Subsequent Event [Line Items]
Number of Shares Available for Grant	998,545
Non-employee directors [Member] | Maximum [Member]
Subsequent Event [Line Items]
Number of Shares Available for Grant	1,188,744
Non-employee directors [Member] | Minimum [Member]
Subsequent Event [Line Items]
Number of Shares Available for Grant	950,996

Subsequent Events - Asset Purch

Subsequent Events - Asset Purchase and Sale Agreements - Additional Information (Details) - Forecast [Member] $ in Millions	Jul. 20, 2023 USD ($)
Tolleson Agreement [Member]
Subsequent Event [Line Items]
Amount of purchase price agreement provides for the sale of environmental alternative fuels real property	$ 1.2
Oak Creek Agreement [Member]
Subsequent Event [Line Items]
Amount of purchase price agreement provides for the sale of environmental alternative fuels real property	$ 1.2

Subsequent Events - Equipment P

Subsequent Events - Equipment Purchase Agreement - Additional Information (Details) $ in Thousands	Jul. 20, 2023 USD ($)
Forecast [Member] | Equipment Agreement [Member]
Subsequent Event [Line Items]
Amount of purchase price agreement entered into environmental alternative fuels agreed to sell certain equipment and other assets	$ 800,000

Subsequent Events - Sale of San

Subsequent Events - Sale of San Antonio, Texas Property - Additional Information (Details) $ in Thousands	Jun. 02, 2023 USD ($)
Forecast [Member] | San Antonio Agreement [Member]
Subsequent Event [Line Items]
Purchase price property	$ 1,180,476