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 condensed 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 and six months ended September 30, 2024 and 2023:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024
2023
2024
2023
Revenues
$ 6,985,962
$ 6,163,682
$ 20,977,860
$ 17,525,677
Cost of sales
6,379,137
5,813,957
19,361,923
16,529,030
Operating expenses
1,950,288
1,684,340
5,245,052
6,250,013
Depreciation and amortization
269,561
278,442
810,451
829,137
Operating loss
(1,613,024 )
(1,613,057 )
(4,439,566 )
(6,082,503 )
Other income (expense)
(6,462,485 )
(613,681 )
(8,899,797 )
(961,817 )
Net loss
$ (8,075,509 )
$ (2,226,738 )
$ (13,339,363 )
$ (7,044,320 )
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 and nine months
ended September 30, 2024 and 2023:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024
2023
2024
2023
Net loss
$ (8,075,509 )
$ (2,226,738 )
$ (13,339,363 )
$ (7,044,320 )
Interest expense
5,601,813
622,777
8,163,375
966,374
Depreciation and amortization
269,561
278,442
810,451
829,137
Loss on debt extinguishment – related party
907,500
-
907,500
-
Stock compensation
205,301
38,629
456,635
569,539
Adjusted EBITDA
$ (1,091,334 )
$ (1,286,890 )
$ (3,001,402 )
$ (4,679,270 )
Gallons delivered
1,872,524
1,486,199
5,371,264
4,384,211
Average fuel margin per gallon
$ 0.60
$ 0.57
$ 0.60
$ 0.57
Three
months ended September 30, 2024, compared to the three months ended September 30, 2023
Revenues
We
generated revenues of $6,985,962 for the three months ended September 30, 2024, compared to $6,163,682 for the prior year, an increase
of $822,280 or 13%. 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 $6,379,137 for the three months ended September 30, 2024, compared to $5,813,957 for the prior year. The $565,180 or 10%
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 $1,950,288 during the three months ended September 30, 2024, compared to $1,684,340 during the prior year,
an increase of $265,948 or 16%. This increase was primarily due to increases in payroll, stock based compensation, marketing and public
company expenses.
Depreciation
and Amortization
Depreciation
decreased from $278,442 to $269,561, ($8,881), in the current three months ended September 30, 2024 as compared to September 30, 2023.
Other
Income (Expense)
Interest
expense increased from $622,777 to $5,601,813 ($4,979,036) in the current three months ended September 30, 2024 as compared to September
30, 2024 due to increased borrowing from related parties during the three months ending September 30, 2024.
Loss on debt extinguishment – related party
increased from $0 to $907,500 in the current three months ended September 30, 2024
Nine
months ended September 30, 2024 compared to the nine months ended September 30, 2023
Revenues
We
generated revenues of $20,977,860 for the nine months ended September 30, 2024, compared to $17,525,677 for the prior year, an increase
of 3,452,183 or 20%. This increase is primarily due to a 23% 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 $19,361,923 for the nine months ended September 30, 2024, compared to $16,529,030 for the prior year. The $2,832,893 or
17% increase in cost of sales is mainly 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.
4
Operating
Expenses
We
incurred operating expenses of $5,245,052 during the nine months ended September 30, 2024, as compared to $6,250,013 during the prior
year, a decrease of $1,004,961 or 16%. This decrease was primarily due to decreases in payroll, stock based compensation, marketing and
public company expenses.
Depreciation
and Amortization
Depreciation
decreased from $829,137 to $810,451, ($18,686), in the current nine months ended September 30, 2024 as compared to September 30, 2023.
Other
Income (Expense)
Interest
expense increased from $966,374 to $8,163,375 ($7,197,001) in the current nine months ended September 30, 2024 as compared to September
30, 2023 due to increased borrowing from related parties during the nine months ending September 30, 2024.
Loss
on debt extinguishment – related party increased from $0 to $907,500 in the current nine months ended September 30, 2024.
Liquidity
and Capital Resources
Cash
Flow Activities
As
of September 30, 2024, we had approximately $828,185 in cash compared to approximately $226,985 at December 31, 2023.
Operating
Activities
Net
cash used in operating activities was $3,448,667 for the nine months ended September 30, 2024, which was made up primarily by the net
loss of $13,339,363 and offset by non-cash adjustments for a net amount of $9,890,696. Net cash used in operating activities was $5,439,667
during the nine months ended September 30, 2023, which was made up primarily by the net loss of $7,044,320 and offset by non-cash adjustments
for a net amount of $1,604,653.
Investing
Activities
During
the nine months ended September 30, 2024 net cash used by investing activities was $55,704. The cash used was to purchase equipment of
$38,554 and advances to related party of $17,150. Net cash provided by investing activities during the prior year was $2,130,116 resulting
from the proceeds as part of the sale of marketable debt securities, net of $19,498 in purchases of equipment.
Financing
Activities
We
generated $4,105,571 of cash flows from financing activities during the nine months ended September 30, 2024, including a $3,300,000
loan from a related party (an approximate 20% shareholder of the Company), proceeds from issuance of Series B – convertible preferred
stock from a related party (an approximate 20% shareholder of the Company) of $1,400,000 and proceeds from notes payable of $250,000
less principal repayments of $844,429. We generated $1,628,490 of cash flows from financing activities during the nine months ended September
30, 2023, including a $3,321,000 loan from a related party (an approximate 20% shareholder of the Company) and proceeds from notes payable
of $250,000, net of the repayments of loans payable from a related party of $262,500 and repayments of notes payable of $680,110 and
repayments on line of credit of $1,000,000, 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 nine months ended September 30,
2024, the Company had a net loss of $13,339,363. At September 30, 2024, the Company had an accumulated deficit of $58,741,247. The Company
anticipates that it will continue to generate operating losses and use cash in operations through the foreseeable future.
5
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 nine months ended September 30, 2024, the Company had:
●
Net
loss available to common stockholders of $13,424,197; and
●
Net
cash used in operations was $3,448,667
Additionally,
at September 30, 2024, the Company had:
●
Accumulated
deficit of $58,741,247
●
Stockholders’
equity of $3,558,365; and
●
Working
capital of $1,302,925
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 $828,185 at September 30, 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 December 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.
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.
Off-Balance
Sheet Arrangements
We
do not have any off-balance sheet arrangements as defined in Regulation S-K Item 303(a)(4).
6
Item
3. Quantitative and Qualitative Disclosures About Market Risk
Not
required for smaller reporting companies.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.