Forward-Looking Statements
The following discussion and analysis should be read in conjunction with the
condensed consolidated financial statements and notes thereto included in Item 1
of Part I of this report and the audited consolidated financial statements and
related notes thereto and the section entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations" contained in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Some of
the statements in this report may contain forward-looking statements that
reflect management's current view about future events, future business, industry
and other conditions, our future performance, and our plans and expectations for
future operations and actions. In some cases you can identify forward-looking
statements by the use of words such as "anticipate," "will," "believe,"
"estimate," "expect," "future," "intend," "plan" and similar expressions or the
negative of these terms. Many of these forward-looking statements are located in
this report under "Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations" but they may appear in other sections as
well. The forward-looking statements in this report generally relate to: (i) our
growth strategy and potential acquisition candidates; (ii) management's
expectations regarding market trends and competition in the vehicle fuels
industry, gasoline, diesel, and natural gas prices, government tax credits and
other incentives, and environmental and safety considerations; (iii) our beliefs
regarding the sufficiency of working capital and cash flows, and our continued
ability to renew or obtain financing on reasonable terms when necessary; (iv)
the impact of recently issued accounting pronouncements; (v) our intentions and
beliefs relating to our costs, business strategies, and future performance; (vi)
our expected financial results; and (vii) our expectations concerning our
primary capital and cash flow needs.
Forward-looking statements are based on information available to management at
the time the statements are made and involve known and unknown risks,
uncertainties and other factors that may cause our results, levels of activity,
performance or achievements to be materially different from the information
expressed or implied by the forward-looking statements. Such statements reflect
the current view of management with respect to future events and are subject to
risks, uncertainties, assumptions and other factors (including the risks
contained in the section entitled "Risk Factors" of our Annual Report on Form
10-K for the fiscal year ended December 31, 2020) relating to the Company's
industry, its operations and results of operations, and any businesses that may
be acquired by it. These factors include, among other factors:
•
Our ability to recruit and retain qualified drivers;
•
Future equipment (including tractor and box truck) prices, our equipment
purchasing plans, and our equipment turnover (including expected tractor
trade-ins);
•
The expected freight environment, including freight demand and volumes;
•
Future third-party service provider relationships and availability;
•
Future contracted pay rates with independent contractors and compensation
arrangements with drivers;
•
Future supply, demand, use and prices of crude oil, gasoline, diesel, natural
gas and other vehicle fuels, such as electricity, hydrogen, renewable diesel,
biodiesel and ethanol;
•
Our expectations regarding the market's perception of the benefits of
conventional and renewable natural gas relative to gasoline and diesel and other
alternative vehicle fuels and electronically powered vehicles, including with
respect to factors such as supply, cost savings, environmental benefits and
safety;
•
The competitive environment in which we operate, and the nature and impact of
competitive developments in our industry;
•
Potential adoption of government policies or programs that favor vehicles or
vehicle fuels other than natural gas, including long-standing support for
gasoline and diesel-powered vehicles and growing support for electric and
hydrogen-powered vehicles;
•
The impact of, or potential for changes to, emissions requirements applicable to
vehicles powered by gasoline, diesel, natural gas or other vehicle fuels, as
well as emissions and other environmental regulations and pressures on crude oil
and natural gas drilling, production, importing or transportation methods and
fueling stations for these fuels;
•
Developments in our products and services offering, including any new business
activities we may pursue in the future;
•
The success and importance of any acquisitions, divestitures, investments or
other strategic relationships or transactions;
•
The general strategies adopted by the USPS with respect to its third party
surface transportation suppliers;
•
The impacts of the COVID-19 global pandemic;
•
General political, regulatory, economic and market conditions;
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•
Our need for and access to additional capital to fund our business or repay our
debt, through selling assets or pursuing equity, debt or other types of
financing; and
•
The flexibility of our model to adapt to market conditions.
Although management believes that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, the Company
does not intend to update any of the forward-looking statements to conform these
statements to actual results. We qualify all of our forward-looking statements
by these cautionary statements.
Background and Recent Developments
EVO Transportation & Energy Services, Inc. is a transportation provider serving
the United States Postal Service ("USPS") and other customers. We believe EVO is
the second largest surface transportation company serving the USPS, with a
diversified fleet of tractors, straight trucks, and other vehicles that
currently operate on either diesel fuel or compressed natural gas ("CNG"). In
certain markets, we fuel our vehicles at one of our three CNG stations that
serve other customers as well. We are actively engaged in reducing CO2 emissions
by operating on CNG, pursuing opportunities to use other alternative fuels, and
by optimizing the routing efficiency of our operations to reduce fuel usage. We
operate from our headquarters in Phoenix, Arizona and from 10 main terminals
located throughout the United States.
EVO has grown primarily through acquisitions, and we have completed seven
acquisitions since our initial business combination in 2016. We have also grown
organically by obtaining new contracts from the USPS and other customers. During
the three months ended March 31, 2021, we generated $81.9 million in revenues
(which includes $34.8 million of nonrecurring revenue) from the USPS. We have
been actively integrating the acquisitions we have made under common leadership
and technology and are now operating under a single umbrella brand.
Sources of Revenue
Our USPS trucking operations generates revenue for our trucking segment from
transportation services under multi-year contracts with the USPS, generally on a
rate per mile basis that adjusts monthly for fuel pricing indexes.
Our freight trucking operations generates revenue for our trucking segment by
providing both irregular and dedicated route and cross-border transportation
services of various products, goods, and materials for a diverse customer base.
Our CNG station revenue is derived predominately pursuant to contractual fuel
purchase commitments. These contracts typically include a stand-ready obligation
to supply natural gas daily. The CNG stations are also open to individual
consumers. In addition to revenue earned from our customers, we may also earn
alternative fuel tax credits through certain federal programs. These programs
are generally short-term in nature and require legislation to be passed
extending the term.
Results from Operations
Three Months Ended March 31, 2021, as compared with the Three Months Ended March
31, 2020
Trucking Segment
Trucking revenue: The majority of Trucking revenue is derived from the USPS. The
remainder of the revenue is derived from corporate freight hauling. The USPS
contracts are typically four years in duration and are priced on a rate per mile
basis which varies by contract. The USPS contracts also include a monthly fuel
adjustment. Trucking revenue was $54.0 million and $55.4 million during the
three months ended March 31, 2021 and 2020, respectively. The $1.4 million, or
2.5%, decrease in Trucking revenue from the three months ended March 31, 2020 to
the three months ended March 31, 2021 is primarily due to a $1.0 million
decrease in USPS revenue.
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Payroll, benefits and related: Driver wages are fixed per contract with USPS and
are eligible for renegotiation with USPS on a bi-annual basis. In addition to an
hourly wage that is set by the Department of Labor, drivers also earn an
incremental hourly rate for benefits. Payroll, benefits and related expense was
$21.5 million and $27.5 million during the three months ended March 31, 2021 and
2020, respectively. Despite a 2.5% decrease in trucking revenue from the three
months ended March 31, 2020 to the three months ended March 31, 2021, payroll,
benefits and related expense decreased $6.0 million, or 21.8%, from the three
months ended March 31, 2020 to the three months ended March 31, 2021 due to a
$1.1 million, or 13.6%, increase in purchased transportation expense, combined
with a decrease in the number of driver employees, from the three months ended
March 31, 2020 to the three months ended March 31, 2021.
Purchased transportation: Purchased transportation represents payments to
subcontracted third-party companies. These contracts are negotiated on a rate
per mile basis and the subcontracting company is responsible for supplying all
resources to perform the service including, but not limited to, labor,
equipment, fuel and associated expenses. Purchased transportation expense was
$9.2 million and $8.1 million during the three months ended March 31, 2021 and
2020, respectively. The $1.1 million, or 13.6%, increase in purchased
transportation expense from the three months ended March 31, 2020 to the three
months ended March 31, 2021 is primarily due to an increased use of
subcontracted third-party companies rather than employee drivers.
Fuel: Fuel expense is comprised of diesel and CNG fuel required to operate the
truck fleet. The Company manages fuel cost by negotiating volume discounts from
rack fuel rates with select vendors. Fuel expense was $5.4 million and $7.1
million during the three months ended March 31, 2021 and 2020, respectively. The
$1.7 million, or 23.9%, decrease in fuel expense is due primarily to the 2.5%
decrease in trucking revenue, a decrease in fuel prices from January and
February 2020 to January and February 2021, and the aforementioned increase in
purchased transportation expense.
Equipment rent: The Company rents and leases a portion of its trucks and
trailers through a combination of short-term rental arrangements and long-term
lease arrangements. Equipment rent expense was $2.6 million and $3.2 million
during the three months ended March 31, 2021 and 2020, respectively. The $0.6
million, or 18.8%, decrease in equipment rent expense from the three months
ended March 31, 2020 to the three months ended March 31, 2021 is primarily due
to purchasing new equipment to replace rental equipment.
Maintenance and Supplies: Maintenance and supplies expense primarily includes
the costs to maintain the fleet. Maintenance and supplies expense was $2.3
million and $2.8 million during the three months ended March 31, 2021 and 2020,
respectively. The $0.5 million or 17.9%, decrease in maintenance and supplies
expense from the three months ended March 31, 2020 to the three months ended
March 31, 2021 is primarily due to reduced maintenance spend on existing
equipment in advance of the planned refreshing of our fleet with newer equipment
combined with a slight decrease in trucking revenue.
Insurance and claims: Insurance and claims is comprised of auto liability and
physical damage and workers compensation expense related to the trucking segment
of the business. Insurance and claims expense was $2.6 million and $2.6 million
during the three months ended March 31, 2021 and 2020, respectively.
Operating supplies and expenses: Operating and supplies expense includes all
other direct costs in the Trucking segment. Operating supplies and expenses was
$4.1 million and $3.9 million during the three months ended March 31, 2021 and
2020, respectively.
CNG Fueling Stations Segment
CNG revenue: Revenue for the CNG stations was $0.1 million and $0.3 million for
the three months ended March 31, 2021 and 2020, respectively.
CNG operating expenses: CNG operating expense is comprised of natural gas,
electricity, federal excise tax, vendor use fuel tax and credit card fees. CNG
operating expense was $0.2 million and $0.2 million for the three months ended
March 31, 2021 and 2020, respectively.
EVO Consolidated
General and administrative: General and administrative expense was $5.0 million
and $4.9 million for the three months ended March 31, 2021 and 2020,
respectively.
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Depreciation and amortization: Depreciation and amortization expense was $3.6
million and $3.5 million for the three months ended March 31, 2021 and 2020,
respectively. The slight increase is due to an increase in finance lease
right-of-use asset amortization expense being substantially offset by a decrease
in depreciation expense.
Interest expense: Interest expense was $4.1 million and $3.6 million for the
three months ended March 31, 2021 and 2020, respectively. The $0.5 million, or
13.9%, increase in interest expense from the three months ended March 31, 2020
to the three months ended March 31, 2021 is primarily due to higher finance
lease liabilities in 2021 versus 2020.
Gain (loss) on extinguishment of debt: The $0.5 million gain on extinguishment
of debt during the three months ended March 31, 2021 is primarily due to: (1)
the $2.3 million gain on the partial extinguishment of the $4.0 million Secured
Convertible Promissory Notes during March; and (2) the $1.7 million loss on
extinguishment resulting from using all of the net proceeds from the Main Street
Loan to pay down the aggregate principal amount due under the Antara Financing
Agreement (including capitalized interest) from $33.6 million to $16.7 million
during the first quarter of 2021. The $10.1 million loss on extinguishment of
debt during the three months ended March 31, 2020 is due to the Company's March
31, 2020 Waiver and Agreement to Issue Warrant (the "Waiver Agreement") with
Antara Capital and the collateral agent. The Waiver Agreement modified a certain
affirmative covenant and waived another affirmative covenant in the Antara
Financing Agreement and, in exchange, the Company agreed to issue to Antara
Capital a warrant to purchase up to 3,250,000 shares of the Company's Common
Stock at an exercise price of $2.50 per share as an incentive. Refer to Note 6,
Debt, for further discussion.
Change in fair value of embedded derivative liability: The Antara Financing
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. Refer to Note 6, Debt, and Note 9, Fair
Value Measurements, for further discussion.
Change in fair value of warrant liabilities: The Company previously issued
certain warrants that are not considered indexed to the Company'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 change
in fair value of substantially all of the warrants classified as liabilities is
recognized in other income (expense). Refer to Note 7, Stockholders' Deficit and
Warrants, and Note 9, Fair Value Measurements, for further discussion.
Liquidity and Capital Resources
Three Months Ended March 31, 2021, as compared with the Three Months Ended March
31, 2020
Changes in Liquidity
Cash and Cash Equivalents. Cash and cash equivalents were $16.3 million and
$26.6 million at March 31, 2021 and December 31, 2020, respectively. The
decrease is primarily attributable to cash used in financing activities during
the three months ended March 31, 2021, which includes the Company using the
proceeds received from its borrowings under the Main Street Priority Loan
Program during the fourth quarter of 2020 to pay down the aggregate principal
amount due to Antara, including capitalized interest, from $33.6 million to
$16.7 million during the first quarter of 2021.
Operating Activities. Net cash provided by operations was $17.7 million during
the three months ended March 31, 2021, which included $28.5 million of
nonrecurring cash receipts from the USPS settlement agreements. Net cash used in
operating activities was $15.9 million during the three months ended March 31,
2020. For the three months ended March 31, 2021, the Company had net income of
$31.2 million. For the three months ended March 31, 2020, the Company had a net
loss of $13.7 million.
For three months ended March 31, 2021, the net income included $4.4 million in
adjustments for non-cash items and $17.9 million of cash used for changes in
working capital. Non-cash items primarily consisted of $3.6 million in
depreciation and amortization, $2.4 million in non-cash interest expense,
non-cash lease expense of $2.3 million, stock option and warrant-based
compensation expense of $0.2 million, and amortization of debt discount and debt
issuance costs of $0.2 million, partially offset by a $3.1 million change in
fair value of warrant liabilities, a gain on extinguishment of debt of $0.5
million and a $0.8 million change in fair value of embedded derivative
liability.
For the three months ended March 31, 2020, the net loss was partially offset by
$8.2 million in adjustments for non-cash items and further reduced by $10.4
million of cash used for changes in working capital. Non-cash items primarily
consisted of $3.5 million in depreciation and amortization, loss on
extinguishment of debt of $10.1 million, $0.7 million in non-cash interest
expense, non-cash lease expense of $1.0 million, stock option and warrant-based
compensation expense of $0.4 million, and amortization of debt discount and debt
issuance costs of $0.9 million, partially offset by a $8.2 million change in
fair value of warrant liabilities.
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Investing Activities. Net cash used in investing activities was $0.1 million for
the three months ended March 31, 2021, and net cash used in investing activities
was less than $0.1 million for the three months ended March 31, 2020.
Financing Activities. Net cash used in financing activities was $28.0 million
for the three months ended March 31, 2021. Net cash provided by financing
activities was $16.0 million for the three months ended March 31, 2020. The cash
used in financing activities during the three months ended March 31, 2021
primarily consisted of $65.9 million in payments on factoring arrangements,
$19.6 million in payments of debt principal, and $1.3 million in payments on
finance lease liabilities, partially offset by $59.6 million in advances from
factoring receivables. The cash provided by financing activities during the
three months ended March 31, 2020 primarily consisted of $6.3 million in net
advances from factoring receivables, proceeds of $6.2 million from the issuance
of debt, and $6.2 million in proceeds from the sale of common stock, preferred
stock and warrants, partially offset by $1.8 million in payments of debt
principal, and $0.6 million in payments on finance lease liabilities.
Sources of Liquidity
Our primary historical and future sources of liquidity are cash on hand ($16.3
million at March 31, 2021), the incurrence of additional indebtedness, the sale
of the Company's common stock or preferred stock, and advances under our
accounts receivable factoring arrangements. However, there can be no assurance
that we will be able to obtain additional financing in the future via the
incurrence of additional indebtedness or the sale of the Company's common stock
or preferred stock.
Uses of Liquidity
Our business requires substantial amounts of cash for operating activities,
including salaries and wages paid to our employees, contract payments to
independent contractors, and payments for fuel, maintenance and supplies, and
other expenses. We also use large amounts of cash and credit for principal and
interest payments, as well as operating and finance lease liabilities and
capital expenditures to fund the replacement and/or growth in our tractor and
trailer fleet.
Going Concern
As of March 31, 2021, the Company had a cash balance of $16.3 million, a working
capital deficit of $64.1 million, stockholders' deficit of $33.9 million, and
material debt and lease obligations of $125.0 million, which include term loan
borrowings under a financing agreement with Antara Capital. During the three
months ended March 31, 2021, the Company reported cash provided by operating
activities of $17.7 million that included $28.5 million of nonrecurring cash
receipts from the USPS settlement agreements and net income of $31.2 million
that included $34.8 million of pre-tax nonrecurring revenue from the USPS
settlement agreements and a $0.5 million pre-tax gain on extinguishment of debt.
The following significant transactions and events affecting the Company's
liquidity occurred during the three months ended March 31, 2021:
•
During the fourth quarter of 2020, one of the Company's subsidiaries borrowed
$17.0 million under the Main Street Priority Loan Program authorized by Section
13(3) of the Federal Reserve Act (the "Main Street Loan") and during the first
quarter of 2021 used all of the net proceeds to pay down the aggregate principal
amount due under the Antara Financing Agreement, including capitalized interest,
from $33.6 million to $16.7 million.
•
During the first quarter of 2021, the Company entered into agreements with the
USPS to settle claims submitted by the Company seeking additional compensation
for transportation services provided under certain Dynamic Route Optimization
("DRO") contracts. The Company received a total of $28.5 million related to
these claims and also renegotiated the contractual rates per mile for some of
its DRO contracts on a prospective basis.
•
During the first quarter of 2021, the Company entered into an agreement with the
Factor (as defined in Note 5, Factoring Arrangements) related to the application
of $17.5 million and $7.1 million of proceeds received from the USPS in February
and January of 2021, respectively, arising out of the settlement agreements
described above. Pursuant to the agreement, the parties acknowledged that the
Factor previously applied approximately $1.6 of the $7.1 million of proceeds
received in January 2021 plus approximately $0.6 million of funds held in
reserve against a balance of $3.0 million for advances that the Factor made to
the Company in September 2020 (the "Gross Purchase Advance Facility") and agreed
that the Factor would remit $11.0 million of net proceeds to the Company and
that the Factor would retain approximately $6.9 million of net proceeds and
apply that amount to reduce the outstanding principal amount of the Company's
factoring advances. The parties further agreed that the Company will repay the
remaining balance of approximately $6.9 million due under the factoring
arrangement in 48 equal monthly installments beginning January 1, 2022 and that
the Factor would apply funds held in reserve against the approximately $0.8
million remaining balance of the Gross Purchase Advance Facility. The
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parties also agreed to work together to wind down their factoring relationship,
including waiver of any applicable termination fees.
•
During the first quarter of 2021, the Company entered into agreements with
certain noteholders to purchase promissory notes previously issued by the
Company in the principal amount of $3.6 million by paying $0.5 million in cash
and issuing warrants to purchase an aggregate of up to 1,356,343 shares of the
Company's common stock at a price of $0.01 per share. The Company also agreed to
exchange the warrant, previously issued to a noteholder, to purchase up to
1,200,000 shares of common stock of the Company at a price of $2.50 per share
for (i) a warrant to purchase up to 950,000 shares of common stock of the
Company at a price of $2.50 per share and (ii) a warrant to purchase up to
250,000 shares of common stock of the Company at a price of $0.01 per share.
The following significant transactions and events affecting the Company's
liquidity occurred following the three months ended March 31, 2021:
•
During second quarter of 2021, the Company entered into agreements with certain
noteholders to purchase promissory notes previously issued by the Company in the
principal amount of $0.3 million by paying $0.1 million in cash and issuing
warrants to purchase an aggregate of up to 125,110 shares of the Company's
common stock at a price of $0.01 per share.
•
During the second quarter of 2020, the Company obtained a loan in the amount of
$10.0 million under the Paycheck Protection Program (the "PPP") of the
Coronavirus Aid, Relief, and Economic Security ("CARES") Act. The Company used
the entire loan amount for qualifying expenses, and the entire amount borrowed
under the loan, including all accrued interest, was forgiven by the United
States Small Business Administration ("SBA") in July 2021.
•
During the first quarter of 2022, the Company obtained a Bridge Loan and
Executive Loans, both as described in Note 13, Subsequent Events, in the
aggregate amount of approximately $9.8 million.
•
During the first quarter of 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
representative converted those notes into warrants to purchase 7,553,750 shares
of common stock of the Company at a price of $0.01 per share.
As a result of these circumstances, the Company believes its existing cash,
together with any positive cash flows from operations, may not be sufficient to
support working capital and capital expenditure requirements for the next 12
months, and the Company may be required to seek additional financing from
outside sources.
In evaluating the Company's ability to continue as a going concern and its
potential need to seek additional financing from outside sources, management
also considered the following conditions:
•
The counterparty to the Company's accounts receivable factoring arrangement is
not obligated to purchase the Company's accounts receivable or make advances to
the Company under such arrangement;
•
The Company is currently in default on certain of its debt obligations (Refer to
Note 6, 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 the Company's common stock or preferred stock.
As a result of the circumstances described above, the Company may not have
sufficient liquidity to make the required payments on its debt, factoring or
leasing obligations; to satisfy future operating expenses; to make capital
expenditures; or to provide for other cash needs.
Management's plans to mitigate the Company's current conditions include:
•
Negotiating with related parties and 3rd 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;
•
Profitably expanding trucking revenue;
•
Cost reduction efforts;
•
Improvements to operations to gain driver efficiencies;
•
Purchases of trucks and trailers to reduce purchased transportation and rental
vehicles; and
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•
Replacement of older trucks with newer trucks to lower the overall cost of
ownership and improve cash flow through reduced maintenance and fuel costs.
Notwithstanding management's plans, there can be no assurance that the Company
will be successful in its efforts to address its current liquidity and capital
resource constraints. These conditions raise substantial doubt about the
Company's ability to continue as a going concern for the next twelve months from
the issuance of these 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 5 and 6 to the unaudited condensed consolidated financial
statements for further information regarding the Company's factoring and debt
obligations. Refer to Note 13 to the consolidated financial statements for
further information regarding changes in the Company's debt obligations and
liquidity subsequent to March 31, 2021.
Off-Balance Sheet Arrangements
Refer to Note 11, Commitments and Contingencies - Captive Insurance.
Critical Accounting Policies
Our critical accounting policies have not changed from the information reported
in our Annual Report on Form 10-K for the year ended December 31, 2020.
Recently Adopted Accounting Changes and Recently Issued and Adopted Accounting
Standards
See Note 1 to the unaudited condensed consolidated financial statements,
included in Part 1, Item 1 of this Quarterly Report, incorporated by reference
herein.
Seasonality
Discussion regarding the impact of seasonality on our business is included in
Note 1 to the unaudited condensed consolidated financial statements, included in
Part 1, Item 1 of this Quarterly Report, incorporated by reference herein.
Inflation
Inflation can have an impact on our operating costs. A prolonged period of
inflation could cause interest rates, fuel, wages, and other costs to increase,
which would adversely affect our results of operations unless freight and rates
correspondingly increased.
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