Description of Business and Summary of Significant Accounting Policies | Note 1 - Description of Business and Summary of Significant Accounting Policies Description of Business The Company is a holding company based in Peoria, Arizona that owns seven operating subsidiaries; Graham, Leasing, Titan, Thunder Ridge, Ursa Major, Sheehy and EAF, which are in the businesses of compressed natural gas ("CNG") service stations or fulfilling USPS and corporate contracts for freight trucking services. The Company purchased all 100% of the outstanding member interests of Graham, on November 18, 2018 for a $186,000 cash payment and a $300,000 note payable. Leasing was organized to own the Company's trucks, trailers and vans. The company was formed on November 2, 2018, but did not start operations as of December 31, 2018. Titan is the management company that oversees operations of the El Toro, Diamond Bar, and Blaine CNG service stations. Blaine and Diamond Bar were formed in 2015. In March 2016, Diamond Bar began operations of its CNG station under a lease agreement with the State of California South Coast Air Quality Management District ("SCAQMD") in Diamond Bar, California. As of June 30, 2017, El Toro ceased operations. The Company discontinued construction of Blaine during the fourth quarter of 2017. During February 2018, the Company entered into a management agreement with a third-party to operate Diamond Bar. EAF was originally organized on March 28, 2012 under the name Clean-n-Green Alternative Fuels, LLC" in the State of Delaware. Effective May 1, 2012, EAF changed its name to "Environmental Alternative Fuels, LLC." EVO CNG LLC, EAF's wholly owned subsidiary, was originally organized in the State of Delaware on April 1, 2013 under the name "EVO Trillium, LLC" and subsequently changed its name to "EVO CNG, LLC" effective March 1, 2016. Together, EAF and EVO CNG LLC operate six compressed natural gas fueling stations located in California, Texas, Arizona and Wisconsin. The Company acquired Thunder Ridge on June 1, 2018. Thunder Ridge was founded in Missouri in 2000 and is engaged in the business of fulfilling government and corporate contracts for freight trucking services. EVO, Inc. was incorporated in the State of Delaware on October 22, 2010. Basis of Presentation These financial statements represent the consolidated financial statements of EVO Transportation & Energy Services, Inc. ("EVO Inc." or the "Company"), its wholly owned subsidiaries, Titan CNG LLC ("Titan"), W.E. Graham ("Graham"), EVO Equipment Leasing, LLC ("Leasing"), Thunder Ridge Transport, Inc. ("Thunder Ridge") and Environmental Alternative Fuels, LLC ("EAF"), Titan's wholly-owned subsidiaries, Titan El Toro LLC ("El Toro"), Titan Diamond Bar LLC ("Diamond Bar"), and Titan Blaine, LLC ("Blaine"), Thunder Ridge's wholly-owned subsidiary, Thunder Ridge Logistics, LLC, ("Logistics"), and EAF's wholly-owned subsidiary, EVO CNG, LLC ("EVO CNG"). Subsequent to year end the Company formed EVO Services Group, LLC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of EVO, Inc. and its subsidiaries, Graham, Leasing, Titan, Thunder Ridge and EAF, Titan's wholly owned subsidiaries, El Toro, Diamond Bar and Blaine, Thunder Ridge's wholly owned subsidiary, Logistics, and EAF's wholly owned subsidiary, EVO CNG. All intercompany accounts and transactions have been eliminated upon consolidation. Going Concern The Company is an early stage company in the process of acquiring several businesses with highway contract routes operated for the United States Postal Service ("USPS") and Compressed Natural Gas ("CNG") fuel stations. As of December 31, 2018, the Company has a working capital deficit of approximately $13.0 million, stockholders' deficit of approximately $10.3 million, and negative operating cashflows of $6.8 million. Management anticipates rectifying these deficits with additional public and private offerings. Also, the Company is evaluating certain cash flow improvement measures by consolidating costs with the acquired entities, the purchase of vehicles to reduce purchased transportation and repricing contracts with USPS. However, there can be no assurance that the Company will be successful in these efforts. Further, for the year ended December 31, 2018, the USPS accounted for 95% of the Company's total consolidated revenues. The loss of the USPS as a customer, or a significant reduction in the Company's relationship with the USPS would have a material adverse effect on the Company's business. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern for the next twelve months from the issuance of these consolidated statements within the Company's Annual Report on Form 10-K. However, the above conditions raise substantial doubt about the Company's ability to do so. 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 should the Company be unable to continue as a going concern for the next twelve months from the issuance of these consolidated statements within the Company's Annual Report on Form 10-K. To meet its current and future obligations, the Company has taken the following steps to capitalize the business and successfully achieve its business plan during 2019: Management is working with related party debt holders and equipment lenders to extend or convert existing debt. However, there can be no assurance that the Company will be successful in these efforts. On January 2, 2019, the Company acquired Sheehy Mail a mail contractor headquartered in Waterloo, Wisconsin. Sheehy Mail operates 104 trucks that service 16 USPS contracts across 18 states. On February 1, 2019, the Company acquired Ursa Major Corporation ("Ursa") and J.B. Lease ("J.B. Lease") Corporation a mail contractor located in Milwaukee, Wisconsin. Ursa operates 250 trucks that service 42 USPS contracts across 22 states. During February 2019, El Toro received a waiver from Tradition Capital Bank of its 2018 defaults of certain debt service coverage ratio, minimum tangible equity, and debt to equity ratio covenants in the El Toro SBA loan, which waiver also eliminates those covenants for 2019 and thereafter. On April 30, 2019, the Company and Peck entered into a fourth amendment to the Purchase Agreement (the "Fourth Purchase Agreement Amendment"). The Fourth Purchase Agreement Amendment extended the April 30, 2019 portion of the original maturity date to June 30, 2019. As of December 31, 2018, the outstanding balance was $2,386,778. The cash balance as of December 31, 2018 was $1,630,022 and is sufficient to cover the negative cash flows generated from operations through the first half of 2019. Management is in the process of identifying sources of capital through debt refinancing and equity investments through one or more private placements Management believes these additional sources will give the Company sufficient liquidity until it achieves projected positive cash flows from operations in the third quarter of 2019. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("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 revenue recognition, goodwill and long-lived intangible asset valuations, fixed asset impairment assessments, debt discount, beneficial conversion feature, contingencies, purchase price allocation related to the Thunder Ridge acquisition, and going concern. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant. Cash The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. Accounts Receivable The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company's estimate is based on historical collection experience and a review of the current status of the accounts receivable. It is reasonably possible that the Company's estimate of the allowance for doubtful accounts will change and that losses ultimately incurred could differ materially from the amounts estimated in determining the allowance. As of December 31, 2018, and 2017, the Company has recorded an allowance of $0 and $37,007, respectively. Federal Alternative Fuels Tax Credit Receivable Federal Alternative Fuels Tax Credit ("AFTC") (formerly known as Volumetric Excise Tax Credit) receivable are the excise tax refunds to be received from the Federal Government on CNG fuel sales. Concentrations of Credit Risk The Company grants credit in the normal course of business to customers in the United States. The Company periodically performs credit analysis and monitors the financial condition of its customers to reduce credit risk. As of December 31, 2018, and 2017, the CNG stations had four and three customers that accounted for 98% and 75% of CNG related accounts receivable, respectively. As of December 31, 2018, and 2017, CNG accounts receivable accounted for 1% and 100%, respectively of the Company's total consolidated accounts receivable balance. For the years ended December 31, 2018 and 2017, two and four customers accounted for 61% and 76% of CNG revenues, respectively. For the years ended December 31, 2018 and 2017, CNG revenues accounted for 5% and 100% of the Company's total consolidated revenue, respectively. As of December 31, 2018, one trucking customer accounted for 99% of the trucking and total consolidated accounts receivable balance. This customer generated revenues representing 97% of total trucking revenues and 95% of the Company's consolidated revenues from 12 different contract locations for the year ended December 31, 2018. Approximately 17%, 13%, and 11% of total consolidated revenues were generated from three of the contract locations for the year ended December 31, 2018. The Company did not have trucking operations in 2017. This customer is a government entity; therefore, the Company does not believe there is significant credit risk related to the accounts receivable balance from this customer. The Company plans on expanding its relationship with this customer. If the Company were to lose the relationship with this customer or is unable to renew existing contracts, it would have a significant adverse effect on the Company's ability to continue operations. Property, Equipment and Land Property and equipment are stated at cost. Depreciation is provided utilizing the straight-line method over the estimated useful lives for owned assets . Maintenance and repair expenditures are charged to operations. Gains and losses on disposals of revenue equipment are included in operations as they are a normal, recurring component of our operations. Years Vehicles 5 Service and other equipment 3 Buildings and improvements 15 Goodwill and Intangibles Goodwill Goodwill represents the excess of the purchase price of a business acquisition over the net fair value of assets acquired and liabilities assumed. Goodwill and intangible assets that do not have finite lives are not amortized, but rather are assessed for impairment at least annually or more frequently if certain impairment indicators are present. The Company evaluates goodwill on an annual basis in the fourth quarter or more frequently if management believes indicators of impairment exist. Such indicators could include but are not limited to 1) a significant adverse change in legal factors or in business climate, 2) unanticipated competition, or 3) an adverse action or assessment by a regulator. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management conducts a two-step quantitative goodwill impairment test. The first step of the impairment test involves comparing the fair value of the applicable reporting unit with its carrying value. The Company estimates the fair values of its reporting units using a combination of the income or discounted cash flows approach and the market approach, which utilizes comparable companies' data. If the carrying amount of a reporting unit exceeds the reporting unit's fair value, management performs the second step of the goodwill impairment test. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit's goodwill with the carrying value of that goodwill. The amount by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. For the years ended December 31, 2018 and 2017, the Company's evaluation of goodwill resulted in an impairment of zero and $3,993,730, respectively. Intangibles Intangible assets consist of finite lived intangibles. The Company's finite lived intangibles include favorable leases, customer relationships and the trade name. Finite lived intangibles are amortized over their estimated useful lives. For the Company's lease related intangibles, the estimated useful life is based on the agreement of a one-time payment of $1 and the term of the mortgages, of the properties owned by the Company of approximately five years. For the Company's trade names and customer lists the estimated lives are based on life cycle of a customer of approximately five years. The Company evaluates the recoverability of the finite lived intangibles whenever an impairment indicator is present. For the year ended December 31, 2017, the test results indicated an impairment of $106,270 to customer lists. The Company's evaluation of intangibles for the year ended December 31, 2018, resulted in no impairment. Assets Held for Sale The Company classifies assets as being held for sale when the following criteria are met: management has committed to a plan to sell the asset; the asset is available for immediate sale in its present condition; an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; the sale of the asset is highly probable, and transfer of the asset is expected to qualify for recognition as a completed sale, within one year; the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. For the year ended December 31, 2018, the Company evaluated the asset held for sale and determined an impairment of $240,000 for the full amount of its carrying value. Long-Lived Assets The Company evaluates the recoverability of long-lived assets whenever events or changes in circumstances indicate that an asset's carrying amount may not be recoverable. Such circumstances could include, but are not limited to (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. The Company measures the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds its fair value. The fair value is measured based on quoted market prices, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. The Company recorded no asset impairment charges in 2018 and an asset impairment charge of $806,217 in 2017 which was related to El Toro fixed assets. Debt Issuance Costs Certain fees and costs incurred to obtain long-term financing are capitalized and included as a reduction in the net carrying value of secured convertible promissory notes in the consolidated balance sheet, net of accumulated amortization. These costs are amortized to interest expense over the term of the related debt. As of December 31, 2018, and 2017, the Company capitalized $524,987 and zero, respectively, of debt issuance costs. The Company recorded $109,373 and zero of amortization of these costs for the years ended December 31, 2018 and 2017, respectively, and is included in interest expense in the consolidated statement of operations. Hedging Activities The Company periodically enters into commodity derivative contracts to manage its exposure to gas price volatility. GAAP requires recognition of all derivative instruments on the balance sheets as either assets or liabilities measured at fair value. Subsequent changes in a derivative's fair value are recognized currently in earnings unless specific hedge accounting criteria are met. Gains and losses on derivative hedging instruments must be recorded in either other comprehensive income or current earnings, depending on the nature and designation of the instrument. Management of the Company has determined that the administrative effort required to account for derivative instruments as cash flow hedges is greater than the financial statement presentation benefit. As a result, the Company marks its derivative instruments to fair value and records the changes in fair value as a component of other income and expense. Cash settlements from the Company's price risk management activities are likewise shown as a component of other income and expense and as a component of operating cash flows on the statements of cash flows. The Company settled all of its commodity hedges during 2019 and the activity has been immaterial for 2018 and 2017. Net Loss per Share of Common Stock Basic net loss per share of common stock attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted-average shares of common stock outstanding for the period. Potentially dilutive shares, which are based on the weighted-average shares of common stock underlying outstanding stock-based awards, warrants and convertible senior notes using the treasury stock method or the if-converted method, as applicable, are included when calculating diluted net loss per share of common stock attributable to common stockholders when their effect is dilutive. The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of common stock attributable to common stockholders, because their effect was anti-dilutive: For the Years Ended 2018 2017 Common stock subscribed 500,000 - Stock options 4,700,000 - Warrants 4,296,254 - Common stock to be issued upon conversion of Secured convertible promissory notes 1,615,350 - Common stock to be issued upon conversion of Redeemable Series A Preferred stock 100,000 - Common stock to be issued upon conversion of Subordinated convertible senior notes payable to stockholders 33,445 275,583 Contingent common stock to be issued upon conversion of related-party accounts payable 89,092 89,092 Common stock to be issued upon conversion of Convertible promissory notes - related parties 7,000,000 7,187,462 Common stock to be issued upon conversion of Convertible junior notes payable to stockholders - 272,777 Total 18,334,141 7,824,914 Adoption of New Revenue Recognition On January 1, 2018, the Company adopted Revenue from Contracts with Customers (Accounting Standards Codification Topic 606) ("Topic 606" or "new guidance") retrospectively. The adoption of Topic 606 did not have a material impact on the consolidated financial statements. The new guidance has no impact on the timing or classification of the Company's cash flows as reported in the Consolidated Statement of Cash Flows. The Company did not record any adjustments as a result of applying Topic 606. Revenue Recognition Trucking Operations USPS ● Contract Identification – ● Performance Obligations – ● Transaction Price – ● Allocating Transaction Price to Performance Obligations – ● Revenue Recognition – Freight ● Contract Identification – ● Performance Obligations – ● Transaction Price – ● Allocating Transaction Price to Performance Obligations – ● Revenue Recognition – CNG Operations The Company's CNG is sold predominately pursuant to contractual commitments. These contracts typically include a stand-ready obligation to supply natural gas daily. ● Contract Identification – ● Performance Obligations – ● Transaction Price – ● Allocating Transaction Price to Performance Obligations – ● Revenue Recognition – ASC 605, Revenue Recognition There was no change in management's determination that the Company acts as the principal (rather than the agent) with respect to revenue recognition within its logistics businesses, under ASC 606, compared to ASC 605. Accordingly, the Company continues to recognize revenue on a gross basis, consistent with past practices. Significant judgments involved in the Company's revenue recognition and corresponding accounts receivable balances include: ● Estimating the allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts based on historical experience and any known trends or uncertainties related to customer billing and account collectability. Management reviews the adequacy of its allowance for doubtful accounts on a quarterly basis. Uncollectible accounts are written off when deemed uncollectible, and accounts receivable are presented net of an allowance for doubtful accounts. Income Taxes The Company recognizes deferred tax liabilities and assets based on the differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years. The Company's temporary differences result primarily from depreciation. The Company evaluates its tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions will more likely than not be sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are not recorded as a tax benefit or expense in the current year. Interest and penalties, if applicable, are recorded in the period assessed as general and administrative expenses. However, no interest or penalties have been assessed as of December 31, 2018 and 2017. Tax years that remain subject to examination include 2015 through the current year for federal and state, respectively. Deferred income taxes are provided for temporary differences between the financial reporting and tax basis of assets and liabilities. Deferred taxes are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of the enactment. In evaluating the ultimate realization of deferred income tax assets, management considers whether it is more likely than not that the deferred income tax assets will be realized. Management establishes a valuation allowance if it is more likely than not that all or a portion of the deferred income tax assets will not be utilized. The ultimate realization of deferred income tax assets is dependent on the generation of future taxable income, which must occur prior to the expiration of the net operating loss carryforwards. The Tax Cuts and Jobs Act ("Tax Act") was signed into law on December 22, 2017. The Tax Act includes significant changes to the U.S. corporate income tax system, including limitations on the deductibility of interest expense and executive compensation, eliminating the corporate alternative minimum tax ("AMT") and changing how existing AMT credits can be realized, changing the rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017, and the transition of U.S. international taxation from a worldwide tax system to a territorial tax system. The Company must assess whether valuation allowances assessments are affected by various aspects of the Tax Act. Since, as discussed above, the Company has recorded no amounts related to certain portions of the Tax Act, and no changes to valuation allowances as a result of the Tax Act have been recorded. Fair Value Measurements Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities; Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; or Level 3: Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Recently Issued Accounting Pronouncements In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04, Intangibles - Goodwill and Other (Topic 350) ("ASU 2017-04"), Simplifying the Test for Goodwill Impairment In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases (Topic 842): Targeted Improvements In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 Income Taxes (ASC 740) In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, to - Equity-Based Payments to Non-Employees In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement Fair Value Measurement Reclassifications Certain amounts in the 2017 consolidated financial statements have been reclassified to conform to the 2018 presentation. The reclassifications had no effect on previously reported results of operations or retained deficit. Subsequent Events The Company has evaluated all subsequent events through the auditors' report date, which is the date the consolidated financial statements were available for issuance. With the exception of those matters discussed in Notes 8, 9 and 13, there were no material subsequent events that required recognition or additional disclosure in these consolidated financial statements. |