36 unchanged sentences
regularly scheduled service, and without the inconvenience of going to the gas station.
−Removed: consumer business was impacted significantly in 2020 by the COVID-19 pandemic and largely returned in 2021 for residential fueling but
−Removed: is still in the process of recovering at office parks to pre-pandemic levels as employees gradually return to the office.
+Added: On April 27, 2023, the Company executed a 1-for-8 reverse stock split and
+Added: decreased the number of shares of its authorized common stock from 500,000,000 shares to 50,000,000 and its preferred stock from 50,000,000
+Added: to 5,000,000.
+Added: Refer to Note 11 to the financial statements for details of the reverse stock split.
+Added: As a result, all share activity has
+Added: been restated as if the reverse stock split had been consummated as of the beginning of the respective period.
of Operations
−Removed: following table sets forth our results of operations for the three and nine months ended September 30, 2022, and 2021:
+Added: following table sets forth our results of operations for the three months ended March 31, 2023, and 2022:
Three Months Ended
−Removed: September 30,
−Removed: Nine Months Ended
−Removed: September 30,
Cost of sales
2 unchanged sentences
Operating loss
−Removed: (11,209,905 )
Other income (expense)
1 unchanged sentence
$ (3,266,510 )
−Removed: $ (11,215,589 )
−Removed: $ (5,729,693 )
Financial Measures
10 unchanged sentences
underlying performance and distort comparability.
−Removed: following is a reconciliation of net loss to the non-GAAP financial measure referred to as Adjusted EBITDA for the three and nine months
−Removed: ended September 30, 2022, and 2021:
−Removed: and amortization
−Removed: fuel margin per gallon
−Removed: months ended September 30, 2022, compared to the three months ended September 30, 2021
−Removed: generated revenues of $4,091,403 for the three months ended September 30, 2022, compared to $ 1,863,599 for the prior year, an increase
+Added: following is a reconciliation of net loss to the non-GAAP financial measure referred to as Adjusted EBITDA for the three months ended
+Added: March 31, 2023, and 2022:
+Added: Three Months Ended
+Added: $ (2,348,771 )
+Added: $ (3,266,510 )
+Added: Interest and other income (expense), net
+Added: Depreciation and amortization
+Added: Stock compensation
+Added: Adjusted EBITDA
+Added: $ (1,842,034 )
+Added: $ (2,461,408 )
+Added: Gallons delivered
+Added: months ended March 31, 2023, compared to the three months ended March 31, 2022
+Added: generated revenues of $5,231,334 for the three months ended March 31, 2023, compared to $2,340,068 for the prior year, an increase
of $2,891,266 or 124%.
−Removed: This increase is primarily due to a 71% increase in gallons delivered as well as an increase in the average price
−Removed: The additional gallons were in existing as well as new markets.
−Removed: The higher average fuel margin per gallon reflects the addition
−Removed: of new fleet customers at higher average margins.
−Removed: of sales was $4,208,155 for the three months ended September 30, 2022, compared to $ 1,825,739 for the prior year.
+Added: This increase is primarily due to a 122% increase in gallons delivered and an increase in fees.
+Added: additional gallons were in existing as well as new markets.
+Added: of sales was $5,068,783 for the three months ended March 31, 2023, compared to $2,324,160 for the prior year.
The $2,744,623 or 118%
increase in cost of sales is due to the increase in sales as well as the hiring of additional drivers, primarily in new markets.
−Removed: incurred operating expenses of $3,476,261 during the three months ended September 30, 2022, compared to $ 1,794,575 during the prior
−Removed: year, an increase of $1,681,686 or 94%.
−Removed: This increase was primarily due to increases in payroll, insurance, marketing, and public company
−Removed: and Amortization
−Removed: increased in the current year as a result of the increase in the fleet of delivery vehicles.
−Removed: Income (Expense)
−Removed: expense decreased in the current year due to the early repayment in September 2021 of pre-IPO debt.
−Removed: months ended September 30, 2022, compared to the nine months ended September 30, 2021
−Removed: generated revenues of $10,185,902 for the nine months ended September 30, 2022, compared to $5,236,016 for the prior year, an increase
−Removed: of $4,949,886 or 95%.
−Removed: This increase is due to a 37% increase in gallons delivered as well as an increase in the average price per gallon.
−Removed: The higher average fuel margin per gallon reflects the addition of new fleet customers at higher average margins.
−Removed: of sales was $10,288,176 for the nine months ended September 30, 2022, compared to $5,057,628 for the prior year.
−Removed: The $5,230,548 or 103%
−Removed: increase in cost of sales is mainly due to the increase in sales, as well as the hiring of additional drivers, primarily in new markets.
−Removed: incurred operating expenses of $9,830,523 during the nine months ended September 30, 2022, as compared to $4,705,108 during the prior
−Removed: year, an increase of $5,125,415 or 109%.
−Removed: This increase was primarily due to increases in payroll, insurance, marketing, technology, and
−Removed: public company expenses.
+Added: gross profit improved year over year due to higher fuel revenue as well as increased delivery fees and driver efficiency.
+Added: incurred operating expenses of $2,196,646 during the three months ended March 31, 2023, compared to $2,948,000 during the prior year,
+Added: a decrease of $751,354 or 25%.
+Added: This decrease was primarily due to decreases in payroll, stock compensation, marketing, and public company
and Amortization
increased in the current year as a result of the increase in the fleet of delivery vehicles.
−Removed: Amortization increased in the current year
−Removed: as a result of the acquisition of a technology license.
+Added: decreased in the current year as a result of the impairment of goodwill and other intangible assets recorded in the fourth quarter of
Income (Expense)
−Removed: expense decreased in the current year due to the early repayment in September 2021 of pre-IPO debt.
+Added: expense increased in the current year due to increased borrowing for truck purchases during 2022.
and Capital Resources
Flow Activities
−Removed: of September 30, 2022, we had approximately $7.0 million in cash and investments compared to approximately $16.9 million at December
−Removed: cash used in operating activities was $8,983,886 for the nine months ended September 30, 2022, which was made up primarily by the net
−Removed: loss of $11,215,589 and offset by non-cash adjustments for a net amount of $2,231,703.
−Removed: Net cash used in operating activities was $3,412,763
−Removed: during the prior year, which was made up primarily by the net loss of $5,729,693 and offset by non-cash adjustments for a net amount
−Removed: of $2,316,932.
−Removed: the nine months ended September 30, 2022, and 2021, we used $3,242,162 and $813,283, respectively, for the acquisition of fixed assets,
−Removed: primarily trucks used for delivery of fuel to our customers.
−Removed: During the nine months ended September 30, 2022, we acquired the mobile
−Removed: fueling assets of Full Service Fueling.
−Removed: generated $2,731,913 of cash flows from financing activities during the nine months ended September 30, 2022, including $1,000,000 in
−Removed: borrowings under our bank line of credit and $2,187,122 in new loans for truck purchases, less principal repayments of $455,209.
−Removed: $23,994,165 of cash flows from financing activities during the nine months ended September 30, 2021, including $25,250,000 net proceeds
−Removed: from our IPO, $115,000 from sale of shares and $2,650,000 in loans, less principal repayments of $4,020,409.
+Added: of March 31, 2023, we had $1,483,060 million in cash and investments compared to approximately $4,186,875 at December 31, 2022.
+Added: cash used in operating activities was $2,513,424 for the three months ended March 31, 2023, which was made up primarily by the net loss
+Added: of $2,348,771 and offset by non-cash adjustments as well as changes in operating assets and liabilities for a net amount of $164,653.
+Added: Net cash used in operating activities was $2,329,978 for the three months ended March 31, 2022,
+Added: which was made up primarily by the net loss and offset by non-cash adjustments for a net amount of $936,532.
+Added: the three months ended March 31, 2023, and 2022, we used $0 and $1,271,548, respectively, for the acquisition of fixed assets, primarily
+Added: trucks used for delivery of fuel to our customers.
+Added: During the three months ended March 31, 2023, cash provided by investing activities
+Added: $1,150,928 was the result of maturity and sale of debt securities.
+Added: the three months ended March 31, 2023, we made loan principal repayments of $199,723and received proceeds from the issuance of common
+Added: stock from the ATM of $25,308 and recorded related expenses of $25,301.
+Added: We generated $933,283 of cash flows from financing activities
+Added: during the three months ended March 31, 2022, including $152,500 borrowings under our bank line of credit and $893,928 in new loans for
+Added: truck purchases, less principal repayments of $113,145.
Company has sustained net losses since inception and does not have sufficient revenues and income to fully fund the operations.
result, the Company has relied on equity and debt financings to fund its activities to date.
−Removed: For the quarter ended September 30, 2022,
−Removed: the Company had a net loss of $4,076,409.
−Removed: At September 30, 2022, the Company had an accumulated deficit of $28,554,985.
+Added: For the quarter ended March 31, 2023, the
+Added: Company had a net loss of $2,348,771.
+Added: At March 31, 2023, the Company had an accumulated deficit of $37,193,932.
The Company anticipates
that it will continue to generate operating losses and use cash in operations through the foreseeable future.
−Removed: September 2021, the Company completed its Initial Public Offering and raised $25,250,000 in net proceeds after deducting the
−Removed: underwriting discount and offering expenses.
−Removed: The Company anticipates that it will need to raise additional capital in the next 2-3
−Removed: months in order to continue to fund its operations.
−Removed: There is no assurance that the Company will be able to obtain funds on
−Removed: commercially acceptable terms, if at all.
−Removed: There is also no assurance that the amount of funds the Company might raise will enable
−Removed: the Company to complete its initiatives or attain profitable operations.
−Removed: The Company’s operating needs include the planned
−Removed: costs to operate its business, including amounts required to fund working capital and capital expenditures.
−Removed: The Company’s
−Removed: future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s
−Removed: ability to successfully expand to new markets, competition, and the need to enter into collaborations with other companies or
−Removed: acquire other companies to enhance or complement its product and service offerings.
−Removed: There can be no assurances that financing will
−Removed: be available on terms which are favorable to us, or at all.
−Removed: If we are unable to raise additional funding to meet our working capital
−Removed: needs in the future, we will be forced to delay, reduce, or cease our operations.
+Added: Company anticipates that it will need to raise additional capital in the next 1-2 months in order to continue to fund its operations.
+Added: There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all.
+Added: There is also no assurance
+Added: that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations.
+Added: The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital
+Added: and capital expenditures.
+Added: The Company’s future capital requirements and the adequacy of its available funds will depend on many
+Added: factors, including the Company’s ability to successfully expand to new markets, competition, and the need to enter into collaborations
+Added: with other companies or acquire other companies to enhance or complement its product and service offerings.
+Added: There can be no assurances
+Added: that financing will be available on terms which are favorable to us, or at all.
+Added: If we are unable to raise additional funding to meet
+Added: our working capital needs in the future, we will be forced to delay, reduce, or cease our operations.
Sheet Arrangements
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.