Notes to Consolidated Financial Statements
Note
1 - Description of Business and Summary of Significant Accounting Policies
Thunder
Ridge Transport, Inc. (the “Company”) and its subsidiaries provide transportation services throughout the Midwest including
operations in Missouri, Kansas, Iowa, Tennessee, New York, Pennsylvania, and Texas. The Company was founded in 2000, and its primary
business is interstate highway contract routes operated for the United States Postal Service (“USPS”).
The
Company competitively bids on transportation contracts that detail the movement of mail between processing facilities and to destination
post offices. Customer contracts are long term in nature with four-year terms and often are renewed to the incumbent if appropriate
service has been performed. Contracts are bid and performed in accordance with all contract requirements including but not limited
to Service Contract Act requirements, Department of Transportation regulations (federal and state), and all other applicable local
and state regulations.
Principles
of Consolidation
The accompanying consolidated financial
statements include the accounts of Thunder Ridge Transport, Inc. and its subsidiary, Thunder Ridge Logistics, LLC. All intercompany
accounts and transactions have been eliminated in consolidation, and there was no activity for Thunder Ridge Logistics, LLC for
the years ending December 31, 2017 and 2016.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
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 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 allowance for uncollectible accounts receivable, depreciation, contingencies, 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. The Company
continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. As of the
balance sheet date, and periodically throughout the year, the Company has maintained balances in various operating accounts in
excess of federally insured limits.
THUNDER RIDGE TRANSPORT, INC.
Notes to Consolidated Financial Statements
Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)
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 trade 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.
The
Company has entered into an agreement with WEX Bank, Inc. (“WEX”) pursuant to which the Company factored a portion of
its accounts receivable to WEX. This agreement allows the Company, from time to time, to pledge accounts receivable to WEX in
an aggregate amount not to exceed $1,000,000. This agreement provides the Company an initial advance of 95% of the gross amount
of each receivable pledged to WEX. Upon collection of the receivable, the Company receives an additional residual payment net
of fixed and variable financing charges. The Company has $703,890 and $611,833, respectively, of its accounts receivable pledged
to WEX that remained uncollected as of December 31, 2017 and 2016. These amounts are included on the consolidated balance sheets
in the net accounts receivable balance.
Subsequent
to year-end, the Company switched its factoring agreement to Transport Financial Solutions (“TFS”), which increased
the Company’s factoring limit to $2,000,000. TFS provides the Company an initial advance of 95% percent of the gross
amount of each receivable pledged to TFS.
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. The Company performs ongoing credit evaluations
of its customers but generally does not require collateral to support accounts receivable.
During
the years ended December 31, 2017 and 2016, one customer accounted for 100% of total revenues. At December 31, 2017 and 2016,
the same customer accounted for 99% and 100%, respectively, of total accounts receivable.
The
Company generated revenues from four different contract locations, which represent approximately 24%, 21%, 20%, and 12%, respectively,
of total revenues for the year ended December 31, 2017.
The
Company generated revenues from three different contract locations, which represent approximately 32%, 30%, and 20%, respectively,
of total revenues for the year ended December 31, 2016.
During
the year ended December 31, 2017, one vendor accounted for 16% of total expense and a different vendor accounted for 15% of total
accounts payable.
THUNDER RIDGE TRANSPORT, INC.
Notes to Consolidated Financial Statements
Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)
Concentrations of Credit Risk (continued)
During
the year ended December 31, 2016, one vendor accounted for 17% of total expenses, and this same vendor accounted for 47% of total
accounts payable. Further, two different additional vendors accounted for another 13% and 10%, respectively, of total accounts
payable.
Subsequent to year-end, the contracted
location that provided 20% of the Company’s revenue for the years endeng December 31, 2017 and 2016 had been canceled and
given back to USPS due to negative margins being produced on the contract.
Prepaid
Expenses and Deposits
Prepaid
expenses and deposits consist primarily of insurance, maintenance, and other expenses paid in advance.
Property
and Equipment
Property
and equipment are stated at cost. Depreciation is provided utilizing the straight-line method over the estimated useful lives
for owned assets, ranging from seven to ten years.
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.
No
triggering events occurred during the years ended December 31, 2017 and 2016 that required an impairment analysis for long-lived
assets; accordingly, no impairment loss was recorded.
THUNDER RIDGE TRANSPORT, INC.
Notes to Consolidated Financial Statements
Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)
Fuel
Advance
The
Company signed an agreement with Clean Energy on August 31, 2017, in which $1,000,000 was advanced and received by the Company
in 2017. The advance bears interest at 8.5% and is collateralized by all Company assets. As the Company purchases fuel from a
Clean Energy station, the Company reduces its fuel advance liability by $0.25 per gallon. Purchases made during 2017 were nominal.
Subsequent
to year-end, this agreement was extended from December 31, 2018 to June 2021.
Members’
Equity
Profits,
losses, and distributions are allocated to the members in accordance with the operating agreements.
Income
Taxes
The
Company has elected to be treated as an S corporation for income tax purposes. Accordingly, taxable income and losses of the Company
are reported on the income tax returns of the Company’s members, and no provision for federal income taxes has been recorded in
the accompanying consolidated financial statements.
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, 2017 and 2016.
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 does
not expect the Tax Act to have a financial impact on it because, as an S corporation, it is not subject to federal income tax,
and the tax effect of its activities accrues to the stockholders.
Fair
Value of Financial Instruments
The
carrying amounts of financial instruments including cash, receivables, prepaids, accounts payable, and accrued liabilities approximated
fair value as of December 31, 2017 and 2016 because of the relatively short maturity of these instruments.
THUNDER RIDGE TRANSPORT, INC.
Notes to Consolidated Financial Statements
Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)
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.
Revenue
Recognition
The
Company recognizes revenue in accordance with the transportation contracts, which is when the mail is delivered to the USPS processing
facilities and destination post offices.
Advertising
Costs
The
Company expenses advertising costs as incurred. Advertising expense for the years ended December 31, 2017 and 2016 was $30,195
and $7,665, respectively.
Subsequent
Events
The
Company has evaluated all subsequent events through the auditors’ report date, which is the date these consolidated financial
statements were available to be issued. With the exception of those matters discussed below and in Notes 1, 4, 5, and 8, there
were no material subsequent events that required recognition or additional disclosure in these consolidated financial statements.
On
June 1, 2018, the Company was acquired by EVO Transportation & Energy Services, Inc (“EVO”). The Company is now
a wholly owned subsidiary of EVO.
THUNDER RIDGE TRANSPORT, INC.
Notes to Consolidated Financial Statements
Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)
Recently
Issued Accounting Pronouncements
In
February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)
No. 2016-02,
Leases (Topic 842)
. Under the new guidance, lessees will be required to recognize the following for all leases
(with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make
lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents
the lessee’s right to use, or control the use of, a specified asset for the lease term. The new standard is effective for private
companies with fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. A modified
retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after,
the beginning of the earliest comparative period presented in the consolidated financial statements. The Company is evaluating
the potential impact on its consolidated financial statements.
In
May 2014, the FASB issued ASU No. 2014-09,
Revenue from Contracts with Customers
, which amended revenue recognition guidance
to clarify the principles for recognizing revenue from contracts with customers. The guidance requires an entity to recognize
revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services. The guidance also requires expanded disclosures relating to the
nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative
and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets
recognized from the costs to obtain or fulfill a contract. ASU No. 2014-09 is effective for annual reporting in fiscal years that
begin after December 15, 2018. The Company is in the process of evaluating the impact that this new guidance will have on its
consolidated financial statements.
Note
2 - Going Concern
The
Company has incurred substantial losses in 2017 and 2016 of $1,063,110 and $951,028, respectively. For the years ended December
31, 2017 and 2016, the Company has continued to experience decreases in working capital of $1,222,085 and $946,192, respectively,
and deficits in equity of $1,939,006 and $703,511, respectively.
The
Company’s losses and deficits in working capital and equity, described above, raise substantial doubt about the Company’s ability
to continue as a going concern.
The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern;
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 classification of liabilities that may result, should the Company be unable to continue as a going concern.
THUNDER RIDGE TRANSPORT, INC.
Notes to Consolidated Financial Statements
Note
3 - Balance Sheet Disclosures
Property
and equipment are summarized as follows:
|
|
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
Tractors and trailers
|
|
$
|
581,042
|
|
|
$
|
581,977
|
|
Vehicles
|
|
|
129,523
|
|
|
|
129,523
|
|
Furniture and equipment
|
|
|
14,281
|
|
|
|
51,902
|
|
|
|
|
724,846
|
|
|
|
763,402
|
|
Less accumulated depreciation
|
|
|
(372,634
|
)
|
|
|
(291,976
|
)
|
|
|
$
|
352,212
|
|
|
$
|
471,426
|
|
Depreciation
expense for the years ended December 31, 2017 and 2016 was $104,045 and $112,365, respectively.
Accounts
payable and accrued expenses consist of the following:
|
|
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
Accounts payable
|
|
$
|
1,204,371
|
|
|
$
|
765,248
|
|
Accrued employee benefits
|
|
|
404,089
|
|
|
|
175,092
|
|
Accrued compensation
|
|
|
321,555
|
|
|
|
299,535
|
|
Accrued vacation
|
|
|
120,287
|
|
|
|
87,300
|
|
Accrued expenses
|
|
|
97,801
|
|
|
|
33,902
|
|
Accrued payroll taxes
|
|
|
68,947
|
|
|
|
34,096
|
|
Accrued interest
|
|
|
722
|
|
|
|
-
|
|
|
|
$
|
2,217,772
|
|
|
$
|
1,395,173
|
|
Note
4 - Lines-of-Credit
For
the years ended December 31, 2017 and 2016, the Company had three line-of-credit agreements with a bank that provided for a borrowing
capacity of approximately $525,000. Amounts outstanding bear interest between 5.59% to 6.25% and are secured by equipment. One
of the lines-of-credit had a maturity date in 2017, was not extended, and was subsequently paid off in February 2018. The remaining
two lines-of-credits had the maturity dates extended from July 2018 to October 2018. As of December 31, 2017 and 2016, the Company
had an outstanding balance of $521,864 and $524,750, respectively, on these lines-of-credit.
THUNDER RIDGE TRANSPORT, INC.
Notes to Consolidated Financial Statements
Note
5 - Long-Term Debt
Long-term
debt consists of:
|
|
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
Note payable to a bank with interest at 4.85%. The note calls for monthly payments of $1,060 and matures January 2023. Collateralized by equipment.
|
|
$
|
58,017
|
|
|
$
|
66,841
|
|
Note payable to a bank with interest at 4.85%. The note calls for monthly payments of $716 and matures June 2020. Collateralized by equipment.
|
|
|
20,155
|
|
|
|
26,951
|
|
Note payable to a bank with interest at 2.99%. The note calls for monthly payments of $955 and matures November 2020. Collateralized by equipment.
|
|
|
31,035
|
|
|
|
41,397
|
|
Note payable to a bank with interest at 6.75%. The note
calls for monthly payments of $4,345 and matures May 2020. Collateralized by equipment. This note was paid off in March 2018.
|
|
|
18,480
|
|
|
|
66,982
|
|
Note payable to a bank with interest at 6.92%. The note calls for monthly payments of $1,678 and matures September 2020. Collateralized by equipment.
|
|
|
50,305
|
|
|
|
66,357
|
|
Note payable to a bank with interest at 5.89%. The note calls for monthly payments of $1,432 and matures February 2018. Collateralized by equipment. This note was paid off in February 2018.
|
|
|
2,519
|
|
|
|
17,671
|
|
Note payable to a bank with interest at 4.97%. The note calls for monthly payments of $1,406 and matures June 2021. Collateralized by equipment.
|
|
|
55,234
|
|
|
|
67,823
|
|
|
|
|
235,745
|
|
|
|
354,022
|
|
Less current portion
|
|
|
(90,775
|
)
|
|
|
(118,277
|
)
|
|
|
$
|
144,970
|
|
|
$
|
235,745
|
|
Maturities
of long-term obligations are as follows:
Year Ending December 31,
|
|
|
|
2018
|
|
$
|
90,775
|
|
2019
|
|
|
69,780
|
|
2020
|
|
|
50,712
|
|
2021
|
|
|
17,338
|
|
2022
|
|
|
7,140
|
|
|
|
$
|
235,745
|
|
THUNDER RIDGE TRANSPORT, INC.
Notes to Consolidated Financial Statements
Note
6 - Commitments and Contingencies
Operating
Leases
The
Company leases equipment and vehicles under monthly and non-cancelable operating leases. Payments on these leases range from $50
and $3,000 and mature between 2018 and August 2024. Total rent expense for the years ended December 31, 2017 and 2016 was $3,405,925
and $2,461,756, respectively.
Future
minimum lease payments under these leases are approximately as follows:
Year Ending December 31,
|
|
|
|
2018
|
|
$
|
1,759,142
|
|
2019
|
|
|
1,053,210
|
|
2020
|
|
|
573,065
|
|
2021
|
|
|
129,504
|
|
2022
|
|
|
67,680
|
|
Thereafter
|
|
|
106,408
|
|
|
|
$
|
3,689,009
|
|
Litigation
In
the normal course of business, the Company is party to litigation from time to time. The Company maintains insurance to cover
certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company.
Note
7 - Employee Benefit Plan
The
Company maintains a Health, Welfare and Pension plan for eligible employees in accordance with the Department of Labor under the
Service Contract Act. These payments are earned on all eligible hours up to the maximum of 40 hours per week and are determined
on the hourly rates set by the Department of Labor depending on the employee’s work location and specific vehicle type. Employer
contributions for the years ended December 31, 2017 and 2016 were $1,454,389 and $1,247,713, respectively. These amounts are included
in cost of labor on the consolidated statements of operations.
In
compliance with the U.S. Department of Labor Wage Determination, eligible employees are paid a minimum of 10 paid holidays per
year.
Note
8 - Related Party Transactions
At
December 31, 2017 and 2016, the Company had received advances from a member for $19,000 and $0, respectively. This advance was
paid off in January 2018.
For the years ending December 31, 2017
and 2016, the Company made distributions of $172,385 and $171,676, respectively, to members in accordance with the operating agreements.
THUNDER
RIDGE TRANSPORT, INC.
Condensed
Consolidated Financial Statements
March
31, 2018
THUNDER RIDGE TRANSPORT, INC.
Table
of Contents
|
Page
|
|
|
Condensed Consolidated Financial Statements
|
|
|
|
Condensed Consolidated Balance Sheets
|
21
|
|
|
Condensed Consolidated Statements of Operations
|
22
|
|
|
Condensed Consolidated Statements of Cash Flows
|
23
|
|
|
Notes to Condensed Consolidated Financial Statements
|
24
|
THUNDER RIDGE TRANSPORT, INC.
Condensed
Consolidated Balance Sheets
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
(Unaudited)
|
|
|
|
|
Assets
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
171,689
|
|
|
$
|
655,155
|
|
Accounts receivable, net
|
|
|
922,105
|
|
|
|
756,886
|
|
Prepaid expenses
|
|
|
234,869
|
|
|
|
215,285
|
|
Total current assets
|
|
|
1,328,663
|
|
|
|
1,627,326
|
|
Non-current assets
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
326,507
|
|
|
|
352,212
|
|
Deposits
|
|
|
202,325
|
|
|
|
75,837
|
|
Total non-current assets
|
|
|
528,832
|
|
|
|
428,049
|
|
Total assets
|
|
$
|
1,857,495
|
|
|
$
|
2,055,375
|
|
Liabilities and Members’ Deficit
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
2,551,635
|
|
|
$
|
2,217,772
|
|
Lines-of-credit
|
|
|
421,739
|
|
|
|
521,864
|
|
Due to member
|
|
|
-
|
|
|
|
19,000
|
|
Current portion of long-term debt
|
|
|
90,775
|
|
|
|
90,775
|
|
Total current liabilities
|
|
|
3,064,149
|
|
|
|
2,849,411
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
Long-term debt, less current portion
|
|
|
106,603
|
|
|
|
144,970
|
|
Fuel advance
|
|
|
998,270
|
|
|
|
1,000,000
|
|
Total non-current liabilities
|
|
|
1,104,873
|
|
|
|
1,144,970
|
|
Total liabilities
|
|
|
4,169,022
|
|
|
|
3,994,381
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
Members’ deficit
|
|
|
|
|
|
|
|
|
Members’ activity
|
|
|
(276,437
|
)
|
|
|
(228,195
|
)
|
Accumulated deficit
|
|
|
(2,035,090
|
)
|
|
|
(1,710,811
|
)
|
Total members’ deficit
|
|
|
(2,311,527
|
)
|
|
|
(1,939,006
|
)
|
Total liabilities and members’ deficit
|
|
$
|
1,857,495
|
|
|
$
|
2,055,375
|
|
See notes to unaudited condensed consolidated
financial statements.
THUNDER RIDGE TRANSPORT, INC.
Condensed
Consolidated Statements of Operations
(Unaudited)
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2018
|
|
|
2017
|
|
Revenues
|
|
$
|
6,297,144
|
|
|
$
|
3,845,485
|
|
Cost of goods sold
|
|
|
|
|
|
|
|
|
Cost of labor
|
|
|
2,235,836
|
|
|
|
2,081,160
|
|
Truck and trailer operating
|
|
|
2,857,378
|
|
|
|
918,022
|
|
Truck and trailer leasing
|
|
|
986,827
|
|
|
|
732,340
|
|
Truck and trailer maintenance
|
|
|
101,381
|
|
|
|
106,745
|
|
Total cost of goods sold
|
|
|
6,181,422
|
|
|
|
3,838,267
|
|
Gross profit
|
|
|
115,722
|
|
|
|
7,218
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
Administrative personnel
|
|
|
189,169
|
|
|
|
101,561
|
|
General and administrative
|
|
|
53,837
|
|
|
|
52,457
|
|
Professional fees
|
|
|
45,793
|
|
|
|
57,221
|
|
Facility
|
|
|
25,162
|
|
|
|
28,477
|
|
Depreciation
|
|
|
24,036
|
|
|
|
26,068
|
|
Bad debt expense
|
|
|
24,033
|
|
|
|
-
|
|
Total operating expenses
|
|
|
362,030
|
|
|
|
265,784
|
|
Other (expense) income
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(71,699
|
)
|
|
|
(37,267
|
)
|
Gain on disposal of assets
|
|
|
3,330
|
|
|
|
-
|
|
Other
|
|
|
(9,602
|
)
|
|
|
-
|
|
Total other expense
|
|
|
(77,971
|
)
|
|
|
(37,267
|
)
|
Net loss
|
|
$
|
(324,279
|
)
|
|
$
|
(295,833
|
)
|
See notes to unaudited condensed consolidated
financial statements.
THUNDER RIDGE TRANSPORT, INC.
Condensed
Consolidated Statements of Cash Flows
(Unaudited)
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2018
|
|
|
2017
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(324,279
|
)
|
|
$
|
(295,833
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities
|
|
|
|
|
|
|
|
|
Bad debt expense
|
|
|
24,033
|
|
|
|
-
|
|
Depreciation
|
|
|
24,036
|
|
|
|
26,068
|
|
Gain on disposal of assets
|
|
|
(3,330
|
)
|
|
|
-
|
|
Changes in assets and liabilities
|
|
|
|
|
|
|
|
|
Accounts receivable, net
|
|
|
(189,252
|
)
|
|
|
183,782
|
|
Prepaid expenses
|
|
|
(19,584
|
)
|
|
|
(34,206
|
)
|
Deposits
|
|
|
(126,488
|
)
|
|
|
-
|
|
Accounts payable and accrued liabilities
|
|
|
333,863
|
|
|
|
(277,861
|
)
|
|
|
|
43,278
|
|
|
|
(102,217
|
)
|
Net cash used in operating activities
|
|
|
(281,001
|
)
|
|
|
(398,050
|
)
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
Proceeds from sale of property and equipment
|
|
|
4,999
|
|
|
|
-
|
|
Net cash provided by investing activities
|
|
|
4,999
|
|
|
|
-
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Lines-of-credit, net
|
|
|
(100,125
|
)
|
|
|
(312
|
)
|
Payments to member
|
|
|
(19,000
|
)
|
|
|
-
|
|
Payments of long-term debt
|
|
|
(38,367
|
)
|
|
|
(30,243
|
)
|
Payment on fuel advance
|
|
|
(1,730
|
)
|
|
|
-
|
|
Members’ distributions
|
|
|
(48,242
|
)
|
|
|
(56,610
|
)
|
Net cash used in financing activities
|
|
|
(207,464
|
)
|
|
|
(87,165
|
)
|
Net decrease in cash
|
|
|
(483,466
|
)
|
|
|
(485,215
|
)
|
Cash - beginning of year
|
|
|
655,155
|
|
|
|
469,816
|
|
Cash - end of year
|
|
$
|
171,689
|
|
|
$
|
(15,399
|
)
|
Supplemental
disclosure of cash flow information:
Cash
paid for interest for the periods ended March 31, 2018 and 2017 was $28,318 and $37,267, respectively.
See notes to unaudited condensed consolidated
financial statements.
THUNDER RIDGE TRANSPORT, INC.
Notes to Unaudited Condensed Consolidated
Financial Statements
Note
1 - Description of Business and Summary of Significant Accounting Policies
Thunder
Ridge Transport, Inc. (the “Company”) and its subsidiaries provide transportation services throughout the Midwest including
operations in Missouri, Kansas, Iowa, Tennessee, New York, Pennsylvania, and Texas. The Company was founded in 2000, and its primary
business is interstate highway contract routes operated for the United States Postal Service (“USPS”).
The
Company competitively bids on transportation contracts that detail the movement of mail between processing facilities and to destination
post offices. Customer contracts are long term in nature with four-year terms and often are renewed to the incumbent if appropriate
service has been performed. Contracts are bid and performed in accordance with all contract requirements including but not limited
to Service Contract Act requirements, Department of Transportation regulations (federal and state), and all other applicable local
and state regulations.
The
condensed consolidated statements of operations, balance sheets, and statements of cash flows included in this report have been
prepared by the Company. In our opinion, all adjustments (which include only normal recurring adjustments) necessary to present
fairly the financial position at March 31, 2018 and results of operations and cash flows for all periods have been made.
Certain
information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted
accounting principles in the United States have been condensed or omitted. These condensed consolidated financial statements should
be read in conjunction with our consolidated financial statements and notes thereto included in our Form 8K/A for the years ended
December 31, 2017 and 2016. The results of operations for the period ended March 31, 2018 are not necessarily indicative of the
operating results for the full year.
Principles
of Consolidation
The
accompanying condensed consolidated financial statements include the accounts of Thunder Ridge Transport, Inc. and its subsidiary,
Thunder Ridge Logistics, LLC. All intercompany accounts and transactions have been eliminated in consolidation, and there was
no activity for Thunder Ridge Logistics, LLC.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
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 financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
The
condensed consolidated financial statements include some amounts that are based on management’s best estimates and
judgments. The most significant estimates relate to the allowance for uncollectible accounts receivable, depreciation,
contingencies, and going concern. These estimates may be adjusted as more current information becomes available, and any
adjustment could be significant.
THUNDER RIDGE TRANSPORT, INC.
Notes to Unaudited Condensed Consolidated
Financial Statements
Note 1 - Description of Business
and Summary of Significant Accounting Policies (continued)
Accounts
Receivable
For the year ended December 31,
2017, t
he Company had entered into an agreement
with WEX Bank, Inc. (“WEX”) pursuant to which the Company factored a portion of its accounts receivable to WEX.
This agreement allows the Company, from time to time, to pledge accounts receivable to WEX in an aggregate amount not to
exceed $1,000,000. This agreement provided the Company an initial advance of 95% of the gross amount of each receivable
pledged to WEX. Upon collection of the receivable, the Company receives an additional residual payment net of fixed and
variable financing charges. The Company had $703,890 of its accounts receivable pledged to WEX that remained uncollected as
of December 31, 2017. This amount is included on the condensed consolidated balance sheets in the net accounts receivable
balance.
During
January 2018, the Company switched its factoring services to Transport Financial Solutions (“TFS”), which increased
the Company’s factoring limit to $2,000,000. TFS provides the Company an initial advance of 95% percent of the gross
amount of each receivable pledged to TFS. The Company had $1,313,013 of its accounts receivable pledged to TFS that remained uncollected
as of March 31, 2018. This amount is included on the condensed consolidated balance sheets in the net accounts receivable balance.
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. The Company performs ongoing credit evaluations
of its customers but generally does not require collateral to support accounts receivable.
During
the periods ended March 31, 2018 and 2017, one customer accounted for 100% of total revenues. For the periods ended March 31,
2018 and December 31, 2017, the same customer accounted for 98% and 100%, respectively, of total accounts receivable.
The
Company generated revenues from four different locations, which represent approximately 34%, 17%, 14%, and 12%, respectively,
of total revenues for the period ended March 31, 2018.
The
Company generated revenues from four different locations, which represent approximately 27%, 23%, 21% and 13%, respectively, of
total revenues for the period ended March 31, 2017.
During
the period ended March 31, 2018, one vendor accounted for 12% of total expense and a different vendor accounted for 15% of total
accounts payable.
During
the period ended March 31, 2017, the same vendor accounted for 13% of total expenses.
For
the period ended December 31, 2017, this same vendor accounted for 15% of total accounts payable.
Subsequent
to period-end, the contracted location that provided 12% and 21% of the Company’s revenue for the periods ended March 31,
2018 and 2017, respectively, had been canceled and given back to USPS due to negative margins being produced on the contract.
THUNDER RIDGE TRANSPORT, INC.
Notes to Unaudited Condensed Consolidated
Financial Statements
Note 1 - Description of Business
and Summary of Significant Accounting Policies (continued)
Fuel
Advance
The
Company signed an agreement with Clean Energy on August 31, 2017, in which $1,000,000 was advanced and received by the Company
in 2017. The advance bears interest at 8.5% and is collateralized by all Company assets. As the Company purchases fuel from a
Clean Energy station, the Company reduces its fuel advance liability by $0.25 per gallon. Purchases made during 2017 and the first
quarter of 2018 were nominal.
Subsequent
to period-end, this agreement was extended from December 31, 2018 to June 2021.
Members’
Equity
Profits,
losses, and distributions are allocated to the members in accordance with the operating agreements.
Income
Taxes
The
Company has elected to be treated as an S corporation for income tax purposes. Accordingly, taxable income and losses of the Company
are reported on the income tax returns of the Company’s members, and no provision for federal income taxes has been recorded in
the accompanying condensed consolidated financial statements.
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 March 31, 2018 and 2017.
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 does
not expect the Tax Act to have a financial impact on it because, as an S corporation, it is not subject to federal income tax,
and the tax effect of its activities accrues to the stockholders.
THUNDER RIDGE TRANSPORT, INC.
Notes to Unaudited Condensed Consolidated
Financial Statements
Note 1 - Description of Business
and Summary of Significant Accounting Policies (continued)
Revenue
Recognition
The
Company recognizes revenue in accordance with the transportation contracts, which is when the mail is delivered to the USPS processing
facilities and destination post offices.
Advertising
Costs
The
Company expenses advertising costs as incurred. Advertising expense for the periods ended March 31, 2018 and 2017 was $8,779 and
$1,223, respectively.
Subsequent
Events
The
Company has evaluated all subsequent events through the issuance of these condensed consolidated financial statements, which
is the date these condensed consolidated financial statements available to be issued. With the exception of those matters
discussed below and in Notes 1 and 4, there were no material subsequent events that required recognition or additional
disclosure in these condensed consolidated financial statements.
On
June 1, 2018, the Company was acquired by EVO Transportation & Energy Services, Inc (“EVO”). The Company is now
a wholly owned subsidiary of EVO.
Recently
Issued Accounting Pronouncements
In
February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
No. 2016-02,
Leases (Topic 842)
. Under the new guidance, lessees will be required to recognize the following for all leases
(with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make
lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents
the lessee’s right to use, or control the use of, a specified asset for the lease term. The new standard is effective for private
companies with fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. A modified
retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after,
the beginning of the earliest comparative period presented in the condensed consolidated financial statements. The Company is
evaluating the potential impact on its condensed consolidated financial statements.
In
May 2014, the FASB issued ASU No. 2014-09,
Revenue from Contracts with Customers
, which amended revenue recognition guidance
to clarify the principles for recognizing revenue from contracts with customers. The guidance requires an entity to recognize
revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services. The guidance also requires expanded disclosures relating to the
nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative
and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets
recognized from the costs to obtain or fulfill a contract. ASU No. 2014-09 is effective for annual reporting in fiscal years that
begin after December 15, 2018. The Company is in the process of evaluating the impact that this new guidance will have on its
condensed consolidated financial statements.
THUNDER RIDGE TRANSPORT, INC.
Notes to Unaudited Condensed Consolidated
Financial Statements
Note
2 - Going Concern
The
Company’s continued losses and deficits in working capital and equity raise substantial doubt about the Company’s ability to continue
as a going concern.
The
accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going
concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The condensed consolidated
financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification
of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going
concern.
Note
3 - Balance Sheet Disclosures
Property
and equipment are summarized as follows:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
(Unaudited)
|
|
|
|
|
Tractors and trailers
|
|
$
|
567,042
|
|
|
$
|
581,042
|
|
Vehicles
|
|
|
129,523
|
|
|
|
129,523
|
|
Furniture and equipment
|
|
|
14,281
|
|
|
|
14,281
|
|
|
|
|
710,846
|
|
|
|
724,846
|
|
Less accumulated depreciation
|
|
|
(384,339
|
)
|
|
|
(372,634
|
)
|
|
|
$
|
326,507
|
|
|
$
|
352,212
|
|
Depreciation
expense for the periods ended March 31, 2018 and 2017 was $24,036 and $26,068, respectively.
Accounts
payable and accrued expenses consist of the following:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
(Unaudited)
|
|
|
|
|
Accounts payable
|
|
$
|
902,140
|
|
|
$
|
1,204,371
|
|
Accrued employee benefits
|
|
|
427,698
|
|
|
|
404,089
|
|
Accrued compensation
|
|
|
126,107
|
|
|
|
321,555
|
|
Accrued vacation
|
|
|
117,879
|
|
|
|
120,287
|
|
Accrued expenses
|
|
|
889,063
|
|
|
|
97,801
|
|
Accrued payroll taxes
|
|
|
44,645
|
|
|
|
68,947
|
|
Accrued interest
|
|
|
44,103
|
|
|
|
722
|
|
|
|
$
|
2,551,635
|
|
|
$
|
2,217,772
|
|
THUNDER RIDGE TRANSPORT, INC.
Notes to Unaudited Condensed Consolidated
Financial Statements
Note
4 - Lines-of-Credit
For
the periods ended March 31, 2018 and December 31, 2017, the Company had two lines-of-credit agreements with a bank that provided
for a borrowing capacity of approximately $425,000. Amounts outstanding bear interest between 5.59% to 6.25% and are secured by
equipment. The two lines-of-credit had the maturity dates extended from July 2018 to October 2018. As of March 31, 2018 and December
31, 2017, the Company had an outstanding balance of $421,739 and $521,864, respectively, on these lines-of-credit.
Note
5 - Long-Term Debt
Long-term
debt consists of:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
(Unaudited)
|
|
|
|
|
Note payable to a bank with interest at 4.85%. The note calls for monthly payments of $1,060 and matures January 2023. Collateralized by equipment.
|
|
$
|
54,726
|
|
|
$
|
58,017
|
|
Note payable to a bank with interest at 4.85%. The note calls for monthly payments of $716 and matures June 2020. Collateralized by equipment.
|
|
|
17,613
|
|
|
|
20,155
|
|
Note payable to a bank with interest at 2.99%. The note calls for monthly payments of $955 and matures November 2020. Collateralized by equipment.
|
|
|
28,396
|
|
|
|
31,035
|
|
Note payable to a bank with interest at 6.75%. The note calls for monthly payments of $4,345 and matures May 2020. Collateralized by equipment. This note was paid off in March 2018.
|
|
|
-
|
|
|
|
18,480
|
|
Note payable to a bank with interest at 6.92%. The note calls for monthly payments of $1,678 and matures September 2020. Collateralized by equipment.
|
|
|
46,116
|
|
|
|
50,305
|
|
Note payable to a bank with interest at 5.89%. The note calls for monthly payments of $1,432 and matures February 2018. Collateralized by equipment. This note was paid off in February 2018.
|
|
|
-
|
|
|
|
2,519
|
|
Note payable to a bank with interest at 4.97%. The note calls for monthly payments of $1,406 and matures June 2021. Collateralized by equipment.
|
|
|
50,527
|
|
|
|
55,234
|
|
|
|
|
197,378
|
|
|
|
235,745
|
|
Less current portion
|
|
|
(90,775
|
)
|
|
|
(90,775
|
)
|
|
|
$
|
106,603
|
|
|
$
|
144,970
|
|
THUNDER RIDGE TRANSPORT, INC.
Notes to Unaudited Condensed Consolidated
Financial Statements
Note 5 - Long-Term Debt (continued)
Maturities
of long-term obligations are as follows:
Period Ending March 31,
|
|
|
|
2019
|
|
$
|
52,408
|
|
2020
|
|
|
69,780
|
|
2021
|
|
|
50,712
|
|
2022
|
|
|
17,338
|
|
2023
|
|
|
7,140
|
|
|
|
$
|
197,378
|
|
Note
6 - Commitments and Contingencies
Operating
Leases
The
Company leases equipment and vehicles under monthly and non-cancelable operating leases. Payments on these leases range from $50
and $3,000 and mature between 2018 and August 2024. Total rent expense for the periods ended March 31, 2018 and 2017 was $1,022,706
and $758,629, respectively.
Future
minimum lease payments under these leases are approximately as follows:
Periods Ending March 31,
|
|
|
|
2019
|
|
$
|
1,319,357
|
|
2020
|
|
|
1,053,210
|
|
2021
|
|
|
573,065
|
|
2022
|
|
|
129,504
|
|
2023
|
|
|
67,680
|
|
Thereafter
|
|
|
106,408
|
|
|
|
$
|
3,249,224
|
|
Litigation
In
the normal course of business, the Company is party to litigation from time to time. The Company maintains insurance to cover
certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company.
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
The following unaudited pro forma financial
statements have been prepared in accordance with guidelines specified by Article 11 of Regulation S-X. Specifically, the Unaudited
Combined Statements of Operations for the twelve months ended December 31, 2017, have been prepared as if the Company had acquired
Thunder Ridge as of January 1, 2017.
The transactions are more fully described in Note 1 hereto.
The pro forma adjustments are based upon various estimates and assumptions that our management believes are reasonable and appropriate
given the currently available information. Use of different estimates and judgments could yield different results.
The unaudited pro forma financial statements
do not reflect any future operating efficiencies, associated cost savings or possible integration costs that may occur related
to the combination of the Company and Thunder Ridge. The unaudited pro forma financial statements do not purport to reflect our
results of operations or financial position that would have occurred had we operated as a public company or as a group of companies
during the periods presented. The unaudited pro forma financial statements should not be relied upon as being indicative of our
financial condition or results of operations had the transactions occurred on the date assumed nor as a projection of our results
of operations or financial position for any future period or date.
The unaudited pro forma financial statements
should be read in conjunction with the historical financial statements and related notes of the Company appearing in the Company’s
public filings available on www.sec.gov.and appearing elsewhere in this Current Report on Form 8-K and in our Current Report on
Form 10-K filed April 17, 2018.
EVO Transportation and Energy Services,
Inc.
Unaudited Pro forma Combined Balance Sheets
As of December 31, 2017
|
|
EVO Transportation
and Energy
|
|
|
Thunder Ridge
Transportation,
|
|
|
Pro Forma
|
|
|
|
|
|
|
|
|
Services
|
|
|
Inc.
|
|
|
Adjustments
|
|
|
|
|
Pro Forma
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
83,867
|
|
|
$
|
655,155
|
|
|
$
|
-
|
|
|
|
|
$
|
739,022
|
|
Accounts receivable, net
|
|
|
150,419
|
|
|
|
756,886
|
|
|
|
-
|
|
|
|
|
|
907,305
|
|
Alternative fuels tax credit receivable
|
|
|
648,029
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
648,029
|
|
Other assets
|
|
|
1,675
|
|
|
|
215,285
|
|
|
|
-
|
|
|
|
|
|
216,960
|
|
Total current assets
|
|
|
883,990
|
|
|
|
1,627,326
|
|
|
|
-
|
|
|
|
|
|
2,511,316
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, equipment and land, net
|
|
|
7,740,423
|
|
|
|
352,212
|
|
|
|
(34,299
|
)
|
|
[a]
|
|
|
8,058,336
|
|
Assets available for sale
|
|
|
240,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
240,000
|
|
Intangibles
|
|
|
345,284
|
|
|
|
-
|
|
|
|
6,173,305
|
|
|
[b]
|
|
|
6,518,589
|
|
Deposits and other long-term assets
|
|
|
132,940
|
|
|
|
75,837
|
|
|
|
|
|
|
|
|
|
208,777
|
|
Total non-current assets
|
|
|
8,458,647
|
|
|
|
428,049
|
|
|
|
6,139,006
|
|
|
|
|
|
15,025,702
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
9,342,637
|
|
|
$
|
2,055,375
|
|
|
$
|
6,139,006
|
|
|
|
|
$
|
17,537,018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Defect
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Line-of-credit
|
|
$
|
-
|
|
|
$
|
521,864
|
|
|
$
|
-
|
|
|
|
|
$
|
521,864
|
|
Accounts payable
|
|
|
1,784,049
|
|
|
|
1,204,371
|
|
|
|
-
|
|
|
|
|
|
2,988,420
|
|
Accounts payable - related party
|
|
|
409,838
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
409,838
|
|
Advances from stockholder
|
|
|
370,359
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
370,359
|
|
Accrued in interest - related party
|
|
|
927,421
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
927,421
|
|
Advances from member
|
|
|
-
|
|
|
|
19,000
|
|
|
|
|
|
|
|
|
|
19,000
|
|
Accrued expenses
|
|
|
1,168,721
|
|
|
|
1,013,401
|
|
|
|
-
|
|
|
|
|
|
2,182,122
|
|
Derivative liability
|
|
|
32,186
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
32,186
|
|
Promissory notes - stockholder
|
|
|
-
|
|
|
|
-
|
|
|
|
2,950,000
|
|
|
[c]
|
|
|
2,950,000
|
|
Subordinated convertible senior notes payable to stockholders
|
|
|
1,421,556
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
1,421,556
|
|
Working capital notes - related party
|
|
|
250,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
250,000
|
|
Current portion of long-term debt
|
|
|
1,093,691
|
|
|
|
90,775
|
|
|
|
-
|
|
|
|
|
|
1,184,466
|
|
Total current liabilities
|
|
|
7,457,821
|
|
|
|
2,849,411
|
|
|
|
2,950,000
|
|
|
|
|
|
13,257,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long term subordinated convertible notes payable to stockholders
|
|
|
1,166,373
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
1,166,373
|
|
Convertible promissory notes - related parties, less unamortized discount of $4,257,358
|
|
|
5,680,147
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
5,680,147
|
|
Senior promissory note - related party
|
|
|
3,800,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
3,800,000
|
|
Promissory note - related party
|
|
|
4,000,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
4,000,000
|
|
Long term debt, less current portion
|
|
|
-
|
|
|
|
144,970
|
|
|
|
-
|
|
|
|
|
|
144,970
|
|
Fuel advance
|
|
|
-
|
|
|
|
1,000,000
|
|
|
|
-
|
|
|
|
|
|
1,000,000
|
|
Deferred rent
|
|
|
2,206
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
2,206
|
|
Derivative liability, less current portion
|
|
|
11,420
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
11,420
|
|
Total non-current liabilities
|
|
|
14,660,146
|
|
|
|
1,144,970
|
|
|
|
-
|
|
|
|
|
|
15,805,116
|
|
Total liabilities
|
|
|
22,117,967
|
|
|
|
3,994,381
|
|
|
|
2,950,000
|
|
|
|
|
|
29,062,348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitment and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' deficit and members' deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
-
|
|
Common stock, $.0001 par value; 100,000,000 shares authorized; 429,308 (2017) shares issued and outstanding
|
|
|
43
|
|
|
|
-
|
|
|
|
500
|
|
|
[d]
|
|
|
543
|
|
Members' activity
|
|
|
-
|
|
|
|
(228,195
|
)
|
|
|
228,195
|
|
|
[g]
|
|
|
-
|
|
Additional paid-in capital
|
|
|
1,299,980
|
|
|
|
|
|
|
|
1,249,500
|
|
|
[e]
|
|
|
2,559,705
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,225
|
|
|
[f]
|
|
|
-
|
|
Accumulated deficit
|
|
|
(14,075,353
|
)
|
|
|
(1,710,811
|
)
|
|
|
1,710,811
|
|
|
[g]
|
|
|
(14,085,578
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(10,225
|
)
|
|
[h]
|
|
|
|
|
Total stockholders' deficit
|
|
|
(12,775,330
|
)
|
|
|
(1,939,006
|
)
|
|
|
3,189,006
|
|
|
|
|
|
(11,525,330
|
)
|
Total liabilities and stock holders' deficit
|
|
$
|
9,342,637
|
|
|
$
|
2,055,375
|
|
|
$
|
6,139,006
|
|
|
|
|
$
|
17,537,018
|
|
EVO Transportation and Energy Services,
Inc.
Unaudited Pro forma Combined Statements
of Operation
For the Twelve Months Ended December 31,
2017
|
|
EVO Transportation
and Energy
|
|
|
Thunder Ridge
Transportation,
|
|
|
Pro Forma
|
|
|
|
|
|
|
|
|
Services
|
|
|
Inc.
|
|
|
Adjustments
|
|
|
|
|
Pro Forma
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CNG Sales
|
|
$
|
1,968,563
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,968,563
|
|
Federal alternative fuels tax credit
|
|
|
128,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128,340
|
|
Trucking
|
|
|
-
|
|
|
|
17,348,940
|
|
|
|
|
|
|
|
|
|
17,348,940
|
|
Total revenue
|
|
|
2,096,903
|
|
|
|
17,348,940
|
|
|
|
-
|
|
|
|
|
|
19,445,843
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CNG cost of sales
|
|
|
1,499,876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,499,876
|
|
Trucking cost of sales
|
|
|
-
|
|
|
|
17,232,195
|
|
|
|
|
|
|
|
|
|
17,232,195
|
|
Total cost of goods sold
|
|
|
1,499,876
|
|
|
|
17,232,195
|
|
|
|
-
|
|
|
|
|
|
18,732,071
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
597,027
|
|
|
|
116,745
|
|
|
|
-
|
|
|
|
|
|
713,772
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
2,431,916
|
|
|
|
1,060,445
|
|
|
|
|
|
|
|
|
|
3,492,361
|
|
Impairment
|
|
|
4,906,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,906,217
|
|
Depreciation and amortization
|
|
|
711,076
|
|
|
|
104,045
|
|
|
|
(6,491
|
)
|
|
[a]
|
|
|
808,630
|
|
Total operating expense
|
|
|
8,049,209
|
|
|
|
1,164,490
|
|
|
|
(6,491
|
)
|
|
|
|
|
9,207,208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(1,642,259
|
)
|
|
|
|
|
|
|
|
|
|
[b]
|
|
|
(1,642,259
|
)
|
Realized and unrealized gain on derivative liability, net
|
|
|
(60,246
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(60,246
|
)
|
Warrant expense
|
|
|
(77,500
|
)
|
|
|
|
|
|
|
(10,225
|
)
|
|
|
|
|
(87,725
|
)
|
Total other expense
|
|
|
(1,780,005
|
)
|
|
|
-
|
|
|
|
(10,225
|
)
|
|
|
|
|
(1,790,230
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax benefit
|
|
|
71,294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71,294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(9,160,893
|
)
|
|
$
|
(1,047,745
|
)
|
|
$
|
(16,716
|
)
|
|
|
|
$
|
(10,212,372
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average common shares outstanding
|
|
|
396,717
|
|
|
|
-
|
|
|
|
500,000
|
|
|
[c]
|
|
|
896,717
|
|
Basic loss per common share
|
|
$
|
(23.09
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(11.39
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average common shares outstanding
|
|
|
396,171
|
|
|
|
|
|
|
|
500,000
|
|
|
|
|
|
896,171
|
|
Diluted loss per share
|
|
$
|
(23.12
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(11.40
|
)
|
Note 1 – Basis of Pro Forma Presentation
For purposes of pro forma presentation,
the acquisition date of Thunder Ridge Transport, Inc. (“Thunder Ridge”) from Billy (Trey) Peck Jr. (“Peck”),
the following is assumed for each of the respective financial statements.
●
|
Unaudited Combined Statement of Operations for the twelve months ended December 31, 2017 – Acquisition Date January 1, 2017
|
|
|
●
|
Unaudited Combined Balance sheet as of December 31, 2017 - Acquisition date December 31, 2017
|
In conjunction with the acquisition of
Thunder Ridge, the following equity and debt instruments were issued:
●
|
$2,500,000 stock holder promissory note,
with interest at 6% and maturity the earlier of the earlier of:
(a) the date the Company raises $40,000,000
in public or private offerings of debt or equity;
(b) December 31, 2018; or
(c) termination of Peck’s employment
with the Company by the Company without cause or by Peck for good reason.
|
|
|
●
|
The Company promised to pay $450,000 within ten business days following such time as the Company raises at least $40,000,000 in a public or private debt or equity offering. In addition, approximately $2.8 million of Thunder Ridge negative working capital remained outstanding following completion of the transactions contemplated by the Purchase Agreement.
|
|
|
|
If the Company fails to repay the amounts outstanding on the stock holder promissory note or the $450,000 on or before December 31, 2018, Thunder Ridge has the right to require the Company to return the Thunder Ridge Shares and effectively rescind the sale of the Thunder Ridge Shares to the Company.
|
|
|
●
|
Unregistered Sales of Equity Securities.
|
|
|
|
As additional consideration for the Thunder Ridge shares and pursuant to a subscription agreement with Peck, on June 1, 2018, the Company issued to Peck (a) 500,000 shares of common stock, par value $0.0001 per share (“Common Stock”) and (b) the following warrants: (i) a warrant to purchase 333,333 shares of Common Stock at an exercise price of $3.00 per share (the “$3.00 Warrant”), (ii) a warrant to purchase 333,333 shares of Common Stock at an exercise price of $5.00 per share (the “$5.00 Warrant”), and (iii) a warrant to purchase 333,333 shares of Common Stock at an exercise price of $7.00 per share (the “$7.00 Warrant,” and together with the $3.00 Warrant and $5.00 Warrant, the “Warrants”). The Warrants are exercisable as follows: (a) for the $3.00 Warrant, for five years from the first anniversary of the date of issuance, (b) for the $5.00 Warrant, for five years from the second anniversary of the date of issuance, and (c) for the $7.00 Warrant, for five years from the third anniversary of the date of issuance.
|
|
|
|
For purposes of these unaudited
pro forma condensed combined financial statements, it has been assumed that the stock holder promissory note and equity securities
have been received as of the Acquisition Date.
|
The unaudited pro forma condensed combined
financial statements have been prepared assuming that the acquisition is accounted for using the acquisition method of accounting.
Accordingly, the assets acquired and liabilities of the seller have been adjusted to their fair values as of December 31, 2017.
Fair Values as of December 31, 2017
Thunder Ridge Transport, Inc. tangible assets
|
|
$
|
2,021,076
|
|
Thunder Ridge Transport, Inc. tangible liabilities
|
|
$
|
3,994,381
|
|
Net tangible assets
|
|
$
|
(1,973,305
|
)
|
|
|
|
|
|
Goodwill and intangibles
|
|
$
|
6,173,305
|
|
|
|
|
|
|
Stock holders’ promissory notes
|
|
$
|
2,950,000
|
|
|
|
|
|
|
Common stock and warrants
|
|
$
|
1,250,000
|
|
The difference between the fair
market value of the net tangible assets and the consideration given have not been allocated between Identifiable intangible
assets (non-compete agreement, trademarks and customer relationships) which are expected to be amortized over three (3) to ten (10)
years and goodwill which in accordance with the ASC No. 805 Business Combinations will not be amortized but instead will be
tested for impairment at least annually and whenever events or circumstances have occurred that may indicate a possible
impairment. The identifiable intangible assets of the non-compete agreement, trademarks and customer relationships have not
been separately identified as the information is incomplete at the time of this report. The identifiable intangible assets
will be included in the Company’s Form 10-Q for the period ending September 30, 2018.
Acquisition related costs are estimated to be $90,000 for the
year ended December 31, 2017.
Note 2 – Pro Forma Presentation Adjustments and Assumptions
The adjustments included in the column
under the heading “Pro Forma Adjustments” in the unaudited pro forma condensed combined financial statements are as
follows:
Pro Forma Adjustments to the Combined Balance Sheet
[a] To eliminate seller’s fixed assets
and related accumulated depreciation which was excluded from the Equity Purchase Agreement.
[b] To record identifiable intangible assets and goodwill associated
with the acquisition of Thunder Ridge.
[c] To record the issuance of promissory
notes to the seller.
[d] To record the issuance of 500,000 shares of common stock
to the seller.
[e] To record the additional paid in capital related to the
issuance of 500,000 shares issued to the seller.
[f] To record 999,999 warrants valued using the Black Scholes
Pricing Model issued to the seller.
[g] To eliminate seller’s portion of members’ deficit.
[h] To record 999,999 warrants valued using the Black Scholes
Pricing Model issued to the seller.
Pro Forma Adjustments to the Combined Statements of Operations
[a] To reverse accumulated depreciation
from fixed assets excluded from the Equity Purchase Agreement.
[b] The record 999,999 warrants valued
using the Black Scholes Pricing Model issued to the seller.
[c] To record the issuance of 500,000 shares of common stock
to the seller.