Item 2. Management’s Discussion and Analysis
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The
following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition,
liquidity and cash flows of our Company as of and for the periods presented below. The following discussion and analysis of our financial
condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and
related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto as of and for the
year ended December 31, 2023 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations,
both of which are contained in our Registration Statement on Form S-1 filed with the Securities and Exchange Commission, or SEC, on June
1, 2021, as amended, and declared effective on September 14, 2021. Unless the context requires otherwise, references in this Quarterly
Report on Form 10-Q to “we,” “us,” and “our” refer to EzFill Holdings, Inc.
Forward-Looking
Statements
The
information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities
Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act,
which are subject to the “safe harbor” created by those sections. These forward-looking statements include, but are not limited
to, statements concerning our strategy, future operations, future financial position, future revenues, projected costs, prospects and
plans and objectives of management. The words “anticipates,” “believes,” “estimates,” “expects,”
“intends,” “may,” “plans,” “projects,” “will,” “would” and similar
expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying
words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should
not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions
and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties
that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation,
the risks set forth in our filings with the SEC. The forward-looking statements are applicable only as of the date on which they are
made, and we do not assume any obligation to update any forward-looking statements.
Results
of Operations
The
following table sets forth our results of operations for the three months ended March 31, 2024 and 2023:
Three Months Ended
March 31,
2024
2023
Revenues
$ 6,597,119
$ 5,231,334
Cost of sales
6,135,335
5,068,783
Operating expenses
1,489,031
2,196,646
Depreciation and amortization
276,522
273,087
Operating loss
(1,303,769 )
(2,307,182 )
Other income (expense)
(595,353 )
(41,589 )
Net loss
$ (1,899,122 )
$ (2,348,771 )
Non-GAAP
Financial Measures
Adjusted
EBITDA is a non-GAAP financial measure which we use in our financial performance analyses. This measure should not be considered a substitute
for GAAP-basis measures, nor should it be viewed as a substitute for operating results determined in accordance with GAAP. We believe
that the presentation of Adjusted EBITDA, a non-GAAP financial measure that excludes the impact of net interest expense, taxes, depreciation,
amortization, and stock compensation expense, provides useful supplemental information that is essential to a proper understanding of
our financial results. Non-GAAP measures are not formally defined by GAAP, and other entities may use calculation methods that differ
from ours for the purposes of calculating Adjusted EBITDA. As a complement to GAAP financial measures, we believe that Adjusted EBITDA
assists investors who follow the practice of some investment analysts who adjust GAAP financial measures to exclude items that may obscure
underlying performance and distort comparability.
3
The
following is a reconciliation of net loss to the non-GAAP financial measure referred to as Adjusted EBITDA for the three months ended
March 31, 2024 and 2023:
Three Months Ended
March 31,
2024
2023
Net loss
$ (1,899,122 )
$ (2,348,771 )
Interest expense
659,153
49,749
Depreciation and amortization
276,522
273,087
Stock compensation
147,334
192,061
Adjusted EBITDA
$ (1,162,140 )
$ (1,833,874 )
Gallons delivered
1,660,617
1,313,962
Average fuel margin per gallon
$ 0.59
$ 0.47
Three
months ended March 31, 2024, compared to the three months ended March 31, 2023
Revenues
We
generated revenues of $6,597,119 for the three months ended March 31, 2024, compared to $5,231,334 for the prior year, an increase
of $1,365,785 or 26%. This increase is primarily due to a 26% increase in gallons delivered and an increase in related fees. The
additional gallons were in existing as well as newly developed markets.
Cost
of sales was $6,135,335 for the three months ended March 31, 2024, compared to $5,068,783 for the prior year. The $1,066,552 or 21%
increase in cost of sales is due to the increase in fuel sales as well as the hiring of additional drivers, primarily in new
markets. Our gross profit improved year over year due to higher fuel revenues as well as increased delivery fees and driver
efficiency.
Operating
Expenses
We
incurred operating expenses of $1,489,031 during the three months ended March 31, 2024, compared to $2,196,646 during the prior year,
a decrease of $707,615 or 32%. This decrease was primarily due to decreases in payroll, stock based compensation, marketing and public
company expenses.
Depreciation
and Amortization
Depreciation
increased from $273,087 to $276,522 ($3,435), in the current three months ended March 31, 2024 as compared to March 31, 2023, as a result of the increase in the fleet of delivery
vehicles.
Other
Income (Expense)
Interest
expense increased from $49,749 to $659,153 ($609,404) in the current three months ended March 31, 2024 as compared to March 31, 2023
in the current year due to increased borrowing from related parties during the three months ending March 31, 2024.
Liquidity
and Capital Resources
Cash
Flow Activities
As
of March 31, 2024, we had approximately $48,613 in cash compared to approximately $504,581 at March 31, 2023.
Operating
Activities
Net
cash used in operating activities was $1,140,148 for the three months ended March 31, 2024, which was made up primarily by the net loss
of $1,899,122 and offset by non-cash adjustments for a net amount of $758,974. Net cash used in operating activities was $2,513,417 during
the three months ended March 31, 2023, which was made up primarily by the net loss of $2,348,771 and offset by non-cash adjustments for a net amount of $164,646.
4
Investing
Activities
During
the three months ended March 31, 2024 net cash used by investing activities was $11,667. The cash used was to purchase equipment. Net cash provided by investing activities during the prior year was $1,150,928 resulting from the proceeds as part of
the sale of marketable debt securities.
Financing
Activities
We
generated $973,443 of cash flows from financing activities during the three months ended March 31, 2024, including a $1,250,000 loan
from a related party (an approximate 20% shareholder of the Company), less principal repayments of $276,557. We used $199,723 of
cash flows from financing activities during the three months ended March 31, 2023, primarily for the repayments of notes payable of $199,723,
we also received $25,308 of proceeds for the issuance of stock from the ATM and recorded related expenses of $25,308.
Sources
of Capital
The
Company has sustained net losses since inception and does not have sufficient revenues and income to fully fund its operations. As a
result, the Company has relied on equity and debt financings to fund its activities to date. For the three months ended March 31, 2024,
the Company had a net loss of $1,899,122. At March 31, 2024, the Company had an accumulated deficit of $47,216,172. The Company anticipates
that it will continue to generate operating losses and use cash in operations through the foreseeable future.
The
Company has limited capital and is currently relying on a related party to fund its operations. There is no assurance that the Company
will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company
might raise will enable the Company to complete its initiatives or attain profitable operations. The Company’s operating needs
include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s
future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability
to successfully expand to new markets, competition, and the need to enter into collaborations with other companies or acquire other companies
to enhance or complement its product and service offerings. There can be no assurances that financing will be available on terms which
are favorable to us, or at all. If we are unable to raise additional funding to meet our working capital needs in the future, we will
be forced to delay, reduce, or cease our operations.
Going
Concern
As
reflected in the accompanying consolidated financial statements, for the three months ended March 31, 2024, the Company had:
●
Net
loss of $1,899,122; and
●
Net
cash used in operations was $1,140,148
Additionally,
at March 31, 2024, the Company had:
●
Accumulated
deficit of $47,216,172
●
Stockholders’
deficit of $3,312,101; and
●
Working
capital deficit of $6,343,174
The
Company anticipates that it will need to raise additional capital immediately in order to continue to fund its operations. The Company
has relied on related parties for the debt based funding of its operations. There is no assurance that the Company will be able to obtain
funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable
the Company to complete its initiatives or attain profitable operations.
The
Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital
and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many
factors, including the Company’s ability to successfully expand to new markets, competition, and the need to enter into collaborations
with other companies or acquire other companies to enhance or complement its product and service offerings.
There
can be no assurances that financing will be available on terms which are favorable, or at all. If the Company is unable to raise additional
funding to meet its working capital needs in the future, it will be forced to delay, reduce, or cease its operations.
We
manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand
of $48,613 at March 31, 2024.
The
Company has historically incurred significant losses since inception and has not demonstrated an ability to generate sufficient revenues
from the sales of its products and services to achieve profitable operations. In making this assessment we performed a comprehensive
analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months
ended March 31, 2025, and our current capital structure including equity-based instruments and our obligations and debts.
These
factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent
to the date that these financial statements are issued.
5
The
consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going
concern. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern
and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
Critical
Accounting Policies and Estimates
Management’s
discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements,
which were prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The preparation of these
consolidated financial statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities,
revenue, and expenses. Our estimates are based on our historical experience and on various other factors that we believe are
reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different
assumptions or conditions, and those differences may be material.
While
our significant accounting policies are more fully described in Note 2 — Summary of Significant Accounting Policies
of the Notes to Consolidated Financial Statements included in Item 8, Financial Statements and Supplementary Data of this Annual
Report on Form 10-K, we believe the following discussion addresses our most critical accounting policies, which are those that are most
important to our financial condition and results of operations and which require our most difficult, subjective and complex judgments.
Use
of Estimates and Assumptions
Preparing
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues
and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material.
Changes
in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other
assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances.
Significant
estimates include, allowance for doubtful accounts and other receivables,
inventory reserves and classifications, valuation of loss contingencies, valuation of stock-based compensation, estimated useful lives
related to property and equipment, impairment of intangible assets, implicit interest rate in right-of-use operating leases, uncertain
tax positions, and the valuation allowance on deferred tax assets.
Accounts
Receivable
Accounts
receivable are stated at the amount management expects to collect from outstanding customer balances. Credit is extended to customers
based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable. The Company
does not require collateral.
Management
periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible
amounts. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical
collection information and existing economic conditions. Accounts determined to be uncollectible are charged to operations when that
determination is made.
Inventory
Inventory
consists solely of fuel. Inventory is stated at the lower of cost or net realizable value using the first-in, first-out (“FIFO”)
method of inventory valuation. Management assesses the recoverability of its inventory and establishes reserves on a quarterly basis.
6
Revenue
Recognition
The
Company generates its revenue from mobile fuel sales, either as a one-time purchase, or through a monthly membership. Revenue is recognized
at the time of delivery and includes a delivery fee for each delivery or a subscription fee on a monthly basis for memberships.
Under
Accounting Standards Update (“ASU”) No. 2014-09 (Topic 606) “Revenue from Contracts with Customers”, revenue
from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales
incentives, discounts, rebates, and amounts collected on behalf of third parties.
A
performance obligation is a promise in a contract to transfer a distinct good or service to a customer and is the unit of account under
Topic 606. The Company’s contracts with its customers do not include multiple performance obligations. The Company recognizes revenue
when a performance obligation is satisfied by transferring control over a product or service to a customer. The amount of revenue recognized
reflects the consideration the Company expects to be entitled to in exchange for such products or services.
The
following represents the analysis management has considered in determining its revenue recognition policy:
Identify
the contract with a customer
A
contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s
rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial
substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable
based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s
ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or,
in the case of a new customer, published credit and financial information pertaining to the customer.
Identify
the performance obligations in the contract
Performance
obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable
of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily
available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services
is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company
must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract.
If these criteria are not met the promised services are accounted for as a combined performance obligation.
Determine
the transaction price
The
transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services
to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration
that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending
on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment,
it is probable that a significant future reversal of cumulative revenue under the contract will not occur.
None
of the Company’s contracts contain a significant financing component.
Allocate
the transaction price to performance obligations in the contract
If
the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.
However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract
with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a
specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised
in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations
require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless
the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service
that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance
obligation is sold separately.
If
the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into
account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.
The
Company’s contracts have a distinct single performance obligation and there are no contracts with variable consideration.
Recognize
revenue when or as the Company satisfies a performance obligation
Revenue
is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.
7
The
following reflects additional discussion regarding our revenue recognition policies for each of our material revenue streams. For each
revenue stream we do not offer any returns, refunds or warranties, and no arrangements are cancellable. Additionally, all contract consideration
is fixed and determinable at the initiation of the contract.
Currently,
the Company only has two separate and distinct single performance obligations in its contractual arrangements.
First,
the Company generally recognizes membership revenues at the end of each month after services have been rendered. There are no prepaid
membership revenues.
Second,
the Company recognizes fuel sales each month after delivery has occurred.
Contract
Liabilities (Deferred Revenue)
Contract
liabilities represent deposits made by customers before the satisfaction of performance obligation and recognition of revenue. Upon completion
of the performance obligation(s) that the Company has with the customer based on the terms of the contract, the liability for the customer
deposit is relieved and revenue is recognized.
Recent
Accounting Standards
Changes
to accounting principles are established by the FASB in the form of Accounting Standards Updates (“ASU’s”) to the FASB’s
Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations,
stockholders’ equity, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements issued
through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not
yet effective accounting pronouncements, when adopted, will have a material impact on the consolidated financial statements of the Company.
In
March 2022, the Financial Accounting Standards Board (the “FASB”) issued ASU 2022-02, Financial Instruments – Credit
Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminates the accounting
guidance on troubled debt restructurings (“TDRs”) for creditors in ASC 310, Receivables (Topic 310), and requires entities
to provide disclosures about current period gross write-offs by year of origination. Also, ASU 2022-02 updates the requirements related
to accounting for credit losses under ASC 326, Financial Instruments – Credit Losses (Topic 326), and adds enhanced disclosures
for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty.
This
guidance was adopted on January 1, 2023. The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated
financial statements.
In
November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 - Segment Reporting (Topic 280):
Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced
disclosures about significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and interim
periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact this
will have on the Company’s consolidated financial statements and disclosures.
In
December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU
2023-09”). ASU 2023-09 includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation
of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after
December 15, 2024, on either a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact
of ASU 2023-09 on its consolidated financial statements and related disclosures.
There
are various other updates recently issued, most of which represented technical corrections to the accounting literature or application
to specific industries and are not expected to a have a material impact on our consolidated financial position, results of operations
or cash flows.
Off-Balance
Sheet Arrangements
We
do not have any off-balance sheet arrangements as defined in Regulation S-K Item 303(a)(4).
8
Item
3. Quantitative and Qualitative Disclosures About Market Risk
Not
required for smaller reporting companies.
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