Nextnrg, Inc 10-Q for FY2023 Q1
Nextnrg, Inc. (NXXT)
About this 10-Q
Nextnrg, Inc filed this 10-Q on May 4, 2023, covering the quarter ended March 31, 2023 (FY2023 Q1).
Headline figures
Quarter ended March 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $5.23M
- up 123.6% from $2.34M a year earlier
- Net loss
- $2.35M
- compared with a net loss of $3.27M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and ‘‘emerging growth company’’ in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company filer | |||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
As of April 27, 2023, the registrant had shares of common stock, par value $0.0001 per share, outstanding.
EZFILL HOLDINGS, INC.
TABLE OF CONTENTS
| Page No. | ||
| PART I | FINANCIAL INFORMATION | 3 |
| ITEM 1. | FINANCIAL STATEMENTS | 3 |
| Condensed Consolidated Balance Sheets | 3 | |
| Condensed Consolidated Statements of Operations | 4 | |
| Condensed Consolidated Statements of Stockholders’ Equity | 5 | |
| Condensed Consolidated Statements of Cash Flows | 6 | |
| Notes to Condensed Consolidated Financial Statements | 7 | |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 19 |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 22 |
| ITEM 4. | CONTROLS AND PROCEDURES | 22 |
| PART II | OTHER INFORMATION | 22 |
| ITEM 1. | LEGAL PROCEEDINGS | 22 |
| ITEM 1A. | RISK FACTORS | 22 |
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 22 |
| ITEM 6. | EXHIBITS | 23 |
| SIGNATURES | 24 | |
| 2 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
EzFill Holdings, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
| March 31, 2023 | December 31, 2022 | |||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Investment in debt securities | ||||||||
| Accounts receivable, net of allowance for doubtful accounts of $ | ||||||||
| Prepaid expenses and other | ||||||||
| Inventory | ||||||||
| Total Current Assets | ||||||||
| Fixed assets, net of accumulated depreciation of $ | ||||||||
| Operating lease right of use asset | ||||||||
| Other assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity (Deficit) | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Borrowings under revolving line of credit | ||||||||
| Loans payable - current | ||||||||
| Operating lease liabilitie - current | ||||||||
| Total Current Liabilities | ||||||||
| Loans payable, net of current portion | ||||||||
| Operating lease liabilities, net of current portion | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Preferred stock, $par value; shares authorized; shares issued and outstanding | ||||||||
| Common stock, $par value; shares authorized; and shares issued and outstanding at March 31, 2023, and December 31, 2022, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
| 3 |
EzFill Holdings, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| 2023 | 2022 | |||||||
Three Months Ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| REVENUES | ||||||||
| Revenues | $ | $ | ||||||
| TOTAL REVENUES | ||||||||
| COSTS & EXPENSES | ||||||||
| Cost of sales | ||||||||
| Operating expenses | ||||||||
| Depreciation and amortization | ||||||||
| TOTAL COSTS AND EXPENSES | ||||||||
| OPERATING LOSS | ( | ) | ( | ) | ||||
| OTHER INCOME AND EXPENSES | ||||||||
| Interest income | ||||||||
| Interest and other expense | ( | ) | ( | ) | ||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ||||
| PROVISION FOR INCOME TAXES | ||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| NET LOSS PER SHARE | ||||||||
| Basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted weighted average number of common shares outstanding | ||||||||
| Comprehensive Loss: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive loss: | ||||||||
| Change in fair value of debt securities | ( | ) | ||||||
| Total comprehensive loss | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of the consolidated financial statements.
| 4 |
EzFill Holdings, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
| Accumulated | ||||||||||||||||||||||||||||||||
| Preferred stock | Common stock | Additional Paid-in | Accumulated | Other Comprehensive | Total Stockholder’s | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Loss | Equity | |||||||||||||||||||||||||
| Balance December 31, 2021 | $ | $ | $ | $ | ( | ) | ( | ) | ||||||||||||||||||||||||
| Stock based compensation – related party | — | |||||||||||||||||||||||||||||||
| Stock based compensation – other | — | |||||||||||||||||||||||||||||||
| Consideration for acquisition | — | |||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance March 31, 2022 | $ | $ | $ | $ | ( | ) | ( | ) | $ | |||||||||||||||||||||||
| Balance December 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Stock based compensation – related party | — | |||||||||||||||||||||||||||||||
| Stock based compensation – other | — | — | ||||||||||||||||||||||||||||||
| Shares sold under ATM | — | ( | ) | |||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | ||||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance March 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| 5 |
EzFill Holding, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| 2023 | 2022 | |||||||
Three Months Ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock based compensation | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of bond premium and realized loss on investments | ||||||||
| Bad debt expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ||||||
| Prepaid expenses and other | ( | ) | ( | ) | ||||
| Operating lease assets and liabilities | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Maturity and sale of debt securities | ||||||||
| Acquisition of business | ( | ) | ||||||
| Acquisition of fixed assets | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Borrowings under line of credit | ||||||||
| Proceeds from issuance of common stock – ATM | ||||||||
| Proceeds from issuance of debt | ||||||||
| ATM expenses | ( | ) | ||||||
| Repayment of debt | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ( | ) | ||||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents cash at end of period | $ | $ | ||||||
| Noncash investing and financing activity: | ||||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
| 6 |
EzFill Holdings, Inc.
Notes to Consolidated Financial Statements
For the three months ended March 31, 2023 and 2022
(unaudited)
(1) Nature of Organization and Summary of Significant Accounting Policies
Nature of Organization
EzFill Holdings, Inc. (the Company) was incorporated on March 28, 2019, in the State of Delaware and operates in Florida providing an on-demand mobile gas delivery service. Its wholly owned subsidiary Neighborhood Fuel Holdings, LLC is inactive.
Unaudited Interim Financial Statements
The Company has prepared these financial statements in accordance with GAAP for interim financial statements. Accordingly, these statements do not include all information and footnote disclosures required for annual statements. While management believes the disclosures presented are adequate for interim reporting, these interim financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto as of and for the year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on March 9, 2022. In the opinion of management, all adjustments and eliminations, consisting of normal recurring adjustments, necessary for a fair representation of the Company’s financial statements for the interim period reported, have been included. The results for the three months ended March 31, 2023, are not necessarily indicative of results to be expected for the year ending December 31, 2023, or for any other interim period or for any future year.
Use of Estimates
The preparation of financial statements in accordance with generally accepted accounting principles 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 financial statements and the reported amounts of revenues and expenses during the reporting period. The significant estimates and assumptions made by management include allowance for doubtful accounts, valuation allowance for deferred tax assets, depreciation lives of property and equipment, recoverability of long-lived assets, fair value of equity instruments and the assumptions used in Black-Scholes valuation models related to stock options and warrants. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.
Cash and Cash Equivalents
The
Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents.
At March 31, 2023, and December 31, 2022, the Company had $
Investments
Available-for-sale debt securities are recorded at fair value with the net unrealized gains and losses (that are deemed to be temporary) reported as a component of other comprehensive income (loss). Realized gains and losses and charges for other-than-temporary impairments are included in determining net income, with related purchase costs based on the first-in, first-out method. The Company evaluates its available-for-sale-investments for possible other than-temporary impairments by reviewing factors such as the extent to which, and length of time, an investment’s fair value has been below the Company’s cost basis, the issuer’s financial condition, and the Company’s ability and intent to hold the investment for sufficient time for its market value to recover. For impairments that are other-than temporary, an impairment loss is recognized in earnings equal to the difference between the investment’s cost and its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value of the investment then becomes the new amortized cost basis of the investment, and it is not adjusted for subsequent recoveries in fair value.
| 7 |
The following is a summary of the unrealized gains, losses, and fair value by investment type as of March 31, 2023:
Schedule of Unrealized Gains, Losses, and Fair Value
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
| Corporate bonds | $ | $ | $ | $ | ||||||||||||
Realized
losses on bonds sold and amortization of bond premium during the quarter ended March 31, 2023 were $
Accounts Receivable
The
Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad
debt expense when deemed necessary. The Company records an allowance for doubtful accounts that is based on historical trends, customer
knowledge, any known disputes, and considers the aging of the accounts receivable balances combined with management’s estimate
of future potential recoverability. Accounts are written off against the allowance after all attempts to collect a receivable have failed.
At March 31, 2023, and December 31, 2022, the allowance was $
Inventory
Inventory
is valued at the lower of the inventory’s cost or market using the first-in, first-out method. Management compares the cost of
inventory with its net realizable value and an allowance is made to write down inventory to net realizable value, if lower. Inventory
consists solely of fuel. At March 31, 2023, and December 31, 2022, the allowance was $
Concentrations
Major Customers
For
the three months ended March 31, 2023, and 2022, the Company had one customer that made up approximately
The
Company had one customer that made up
Major Vendors
The Company purchases substantially all of its fuel from three vendors.
Operating Leases
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in our consolidated balance sheets.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses an incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The lease payments used to determine the Company’s operating lease asset may include lease incentives and stated rent increases. Our lease term may include the option to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
| 8 |
Advertising Costs
Advertising
costs are expensed as incurred. The Company incurred advertising costs for the three months ended March 31, 2023 and 2022 of $
Income Taxes
The Company accounts for income taxes in accordance with ASC 740, Income Taxes, (“ASC 740”) which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted during the period. FASB ASC 260, Earnings per Share, requires a dual presentation of basic and diluted earnings per share. Any instruments that would have an anti-dilutive effect have been excluded from the computation of earnings per share. The following potential common shares were excluded from the calculation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:
| 2023 | 2022 | |||||||
Three months ended March 31, | ||||||||
| Description | 2023 | 2022 | ||||||
| Stock options | ||||||||
(2) Going Concern
The
Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States
of America, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company
has sustained net losses since inception and does not have sufficient revenues and income to fully fund the operations. As a result,
the Company has relied on equity and debt financings to fund its activities to date. For the quarter ended March 31, 2023, the Company
had a net loss of $
The Company anticipates that it will need to raise additional capital in the next 1-2 months in order to continue 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, 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.
The Company’s management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.
| 9 |
(3) Related Party Transactions
During the three months ended March 31, 2022, the Company issued shares of restricted stock and stock options to executives. Total stock compensation expense of $ is being recorded over the vesting period. In addition, shares of vested stock and vested stock options were granted to a former executive for which stock compensation expense of $ was recorded. The aforementioned grants were made pursuant to the Company’s 2020 Equity Incentive Plan.
During
the three months ended March 31, 2023, the Company issued stock options to an executive in lieu of cash salary for a value of
$
The
Company entered into a consulting agreement, dated November 18, 2020, with Balance Labs, Inc. Pursuant to the Consulting Agreement, Balance
Labs is providing consulting services including assisting with the Company’s IPO and assisting with introductions to, and assistance
with, negotiating and entering agreements with potential fleet, residential, marine, and corporate customers that Balance Labs has relationships
with. Balance Labs is also assisting with the Company’s expansion efforts. Under the Consulting Agreement, in payment of services
that Balance Labs had already provided, the Company issued Balance Labs shares of its common stock in November 2020. Upon the
completion of the Company’s IPO, the Company made a one-time payment of $
On
February 10, 2023, the Board of Directors appointed Daniel Arbour as a non-independent director. Mr. Arbour’s term will continue
until its expiration or renewal at the Company’s next annual meeting of shareholders or until his earlier resignation or removal.
Mr. Arbour will not serve on any of the Board’s committees. Upon appointment as a Board member, Mr. Arbour was granted restricted
shares with a value of $
The
Company is party to a technology license agreement with Fuel Butler LLC, which is owned
| 10 |
(4) Fixed Assets
Fixed assets consisted of the following:
Schedule of Fixed Assets
| Description | March 31, 2023 | December 31, 2022 | ||||||
| Fixed assets: | ||||||||
| Equipment | $ | $ | ||||||
| Leasehold improvements | ||||||||
| Vehicles | ||||||||
| Office furniture | ||||||||
| Office equipment | ||||||||
| Vehicle construction in process | ||||||||
| Total fixed assets | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Fixed assets, net | $ | $ | ||||||
Depreciation
expense totaled $
On
April 7, 2021, the Company entered into a Technology License Agreement with Fuel Butler LLC (“Licensor”), under which the
Company licensed certain proprietary technology. Under the terms of the license, the Company issued shares of its common stock
to the Licensor upon signing. The Company also issued shares to the Licensor in May 2021 upon the filing of a patent application
related to the licensed technology. Upon completion of the Company’s IPO, shares were issued to the Licensor. The Company
will issue up to additional shares to the Licensor upon the achievement of certain milestones. In addition, the Company has granted
stock options for shares at an exercise price of $ per share that will become exercisable for three years after the end of
the fiscal year in which certain sales levels are achieved using the licensed technology. The Company has the option for four years after
the achievement of certain milestones to either acquire the technology or acquire the Licensor for the purchase price of of
its common shares. Until the Company exercise one of these options, it will share with the Licensor 50% of pre-revenue costs and 50%
of the net revenue, as defined, from the use of the technology. Under the Technology Agreement, the Company licensed proprietary technology
that it believed would enable the Company to expand its services to provide its fuel service in high density areas. Fuel Butler has delivered
a purported notice of termination of the Technology Agreement based on certain alleged breaches arising from our failure to issue equity
securities to Fuel Butler. The Company has been in communications with Fuel Butler regarding the termination of the Technology Agreement
and continues to believe that the Company is in compliance with the Technology Agreement and that the Technology Agreement continues
to be in force. While the Company contests Fuel Butler’s claims of breach and contends that in fact Fuel Butler is in breach, the
Company has communicated to Fuel Butler that it wishes to terminate the Technology Agreement. The Company has sent a proposal to Fuel
Butler whereby it would cease utilizing the Technology and Fuel Butler would return any shares it received under the Technology Agreement.
Accordingly, the Company considers the license to be fully impaired and has fully amortized the license as of December 31, 2022. The
impairment loss of $
See Note 11 for details of intangibles from an acquisition during the three months ended March 31, 2022.
Goodwill
was considered impaired, and the Company recognized an impairment loss of $
Amortization
expense on intangible assets totaled $
| 11 |
(5) Accounts Payable and Accrued Liabilities
The Company had accounts payable and accrued liabilities as follows:
Schedule of Accounts Payable and Accrued Liabilities
| March 31, 2023 | December 31, 2022 | |||||||
| Accounts Payable and Accrued Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued payroll | ||||||||
| Accrued interest | ||||||||
| Total Accounts Payable and Accrued Liabilities | $ | $ | ||||||
(6) Debt
Bank Line of Credit
On
December 10, 2021, the Company entered into a Securities-Based Line of Credit, Promissory Note, Security, Pledge and Guaranty Agreement
(the “Line of Credit”) with City National Bank of Florida. Pursuant to the revolving Line of Credit, the Company may borrow
up to the Credit Limit, determined from time to time in the sole discretion of the Bank. The Credit Limit was approximately $
Vehicle Loans
The
Company has entered into various loans for the purchase of vehicles in the ordinary course of business. Each loan is secured by the vehicle
that is financed. One of the lenders has provided a commercial line of credit of $
Maturities of debt as of March 31, 2023, are as follows:
Schedule of Maturities of Long-Term Debt
| 2023 (April to December) | ||||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Total | $ |
| 12 |
(7) Shareholders Equity
On August 1, 2020, the Company’s board of directors approved the EzFill Holdings, Inc. 2020 Equity Incentive Plan (2020 Plan), which plan has also been approved by the Company’s shareholders. The Company has reserved of its outstanding shares of common stock for issuance under the 2020 Plan. On June 3, 2022, the Company’s board of directors approved the EzFill Holdings, Inc. 2022 Equity Incentive Plan (2022 Plan), which plan has also been approved by the Company’s shareholders. The Company has reserved of its outstanding shares of common stock for issuance under the 2022 Plan.
Common stock
During the three months ended March 31, 2022, the Company issued shares to a consultant for services rendered over the preceding three months.
During the three months ended March 31, 2022, the Company issued shares to the sellers of the assets of Full Service Fueling. See note 11.
On
February 17, 2023, the Company entered into a Sales Agreement (the “Sales Agreement”) with ThinkEquity LLC (the “Sales
Agent”), pursuant to which the Company may offer and sell, from time to time through the Sales Agent, shares (the “Shares”)
of the Company’s common stock, par value $ per share (the “Common Stock”), having an aggregate offering price
of up to $
During the three months ended March 31, 2023, the Company issued shares of restricted stock to a director that will vest at the next annual shareholder meeting and is recording stock compensation expense of $. The aforementioned grant was made pursuant to the Company’s 2022 Incentive Compensation Plan.
Schedule of Restricted Stock Activity
| Weighted Average | ||||||||
| Grant Date | ||||||||
| Shares | Fair Value | |||||||
| Outstanding at | ||||||||
| December 31, 2022 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| March 31, 2023 | $ | |||||||
The Company recognizes forfeitures of restricted shares as they occur rather than estimating a forfeiture rate.
| 13 |
Unrecognized stock compensation expense related to restricted stock was approximately $ as of March 31, 2023, which will be recognized over a weighted-average period of years.
Stock Options and Warrants
Schedule of Stock Option Activity
| Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (years) | ||||||||||
| Outstanding at December 31, 2022 | $ | |||||||||||
| Options granted | ||||||||||||
| Options forfeited | ( | ) | ||||||||||
| Outstanding at March 31, 2023 | $ | |||||||||||
| Exercisable at March 31, 2023 | ||||||||||||
On January 23, 2023, the Company entered into an agreement (the “Consulting Agreement”) with a consultant (the “Consultant”). For a term of two years unless terminated sooner as provided in the Consulting Agreement (the “Term”), the Consultant has agreed to provide the Company with certain services including, but not limited to, increasing the Company’s customer base through assembly of a contract sales team, assisting the Company in reducing its current operating expenses and assisting the Company with franchising its business. In exchange for its services, the Consultant received options to purchase restricted shares of the Company’s common stock (the “Options”). The Options’ exercise prices, vesting requirements, and expiration dates were set forth in an option agreement between the Consultant and the Company. At the end of the Term, unless extended by the parties in writing, all unvested Options will immediately expire. In conjunction with the Consulting Agreement, the Consultant entered into several Non-Qualified Stock Option Agreements (“Option Agreements”) with the Company. The first Option Agreement is for option shares that have an exercise price of $ per share and an expiration date from the vesting date. The second Option Agreement is for option shares that have an exercise price of $ per share and an expiration date from the vesting date. The third Option Agreement is for option shares that have an exercise price of $ per share and an expiration date from the vesting date. The fourth Option Agreement is for option shares that have an exercise price of $ per share and an expiration date from the vesting date. Stock compensation recorded in the three months ended March 31, 2023 related to time-based options as the achievement of the performance conditions is not yet probable.
During
the three months ended March 31, 2023, the Company issued stock options to an executive in lieu of cash salary for a value of
$
The fair value of the stock options was determined using the Black-Scholes option pricing model with the following assumptions:
| Three Months Ended March 31, 2023 | ||||
| Valuation assumptions: | ||||
| Risk-free rate | % | |||
| Expected volatility | %- | % | ||
| Expected term (years) | - | |||
| Dividend yield | % | |||
Unrecognized stock compensation expense related to stock options was approximately $ as of March 31, 2023, which will be recognized over a weighted-average period of years.
| 14 |
The
underwriter’s representatives for the Company’s IPO received warrants to purchase up to
In
April 2021, the Company issued
The intrinsic value of options and warrants outstanding at March 31, 2023, and December 31, 2022 was $ and $, respectively.
Stock compensation expense for the three months ended March 31, 2023 totaled approximately $, consisting of $ related to options granted to an executive and approximately $ related to options granted to consultants during the quarter, as well as $ related to restricted stock and options granted in prior periods.
On April 27, 2023, the Company executed a
(8) Commitments and Contingencies
Litigation
The Company is subject to litigation claims arising in the ordinary course of business. The Company records litigation accruals for legal matters which are both probable and estimable and for related legal costs as incurred. The Company does not reduce these liabilities for potential insurance or third-party recoveries. As of March 31, 2023, and December 31, 2022, the Company is not aware of any litigation, pending litigation, or other transactions that would require accrual or disclosure under GAAP.
Lease Commitment
On
December 3, 2021, the Company signed a lease for
Future minimum payments under non-cancellable leases as of March 31, 2023, were as follows:
Schedule of Future Minimum Payments Under Non-Cancellable Leases
| Future Minimum Payments | ||||
| 2023 (April 1 to December 31) | $ | |||
| 2024 | ||||
| 2025 | ||||
| Total undiscounted operating leases payments | ||||
| Less: Imputed interest | ||||
| Present Value of Operating Lease Liabilities | ||||
| Other Information | ||||
| Weighted-average remaining lease term | ||||
| Weighted-average discount rate | % | |||
As
a practical expedient, short-term leases with an initial term of 12 months or less are excluded from the consolidated balance sheets
and charges from these leases are expensed as incurred. The
Company has offices at several of its operating locations under leases that are cancellable upon short notice. Total rent expense for
these leases (including the prior headquarters office) was approximately $
(9) Income Taxes
Book income before taxes was negative for the three months ended March 31, 2023. Tax expense for the three months ended March 31, 2023, and 2022, was $ and $.
| 15 |
The Company reviews its filing positions for all open tax years in all U.S. federal and state jurisdictions where the Company is required to file. The tax years subject to examination include the years 2019 and forward.
There are no uncertain tax positions that would require recognition in the consolidated financial statements. If the Company incurs an income tax liability in the future, interest on any income tax liability would be reported as interest expense and penalties on any income tax liability would be reported as income taxes. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof as well as other factors.
(10) Acquisition
On
March 11, 2022, the Company acquired substantially all of the assets of Full Service Fueling (“Seller”), a mobile fueling
service provider, for (a) a net amount of $
A summary of the purchase price allocation at fair value is below.
Schedule of Purchase Price Allocation at Fair Value
Purchase Allocation | ||||
| Vehicles | $ | |||
| Customer list | ||||
| Loading rack license | ||||
| Other identifiable intangibles | ||||
| Goodwill | ||||
| Purchase Allocation | $ | |||
The purchase price was paid as follows:
Schedule of Business Acquisitions by Acquisition Issued or Issuable
| Cash | $ | |||
| Common stock | ||||
| Purchase Allocation | $ |
The vehicles are being depreciated over their estimated useful lives. The intangibles were written off as impaired during 2022. Transaction costs related to the acquisition were not material.
(11) Subsequent Events
The Company evaluates subsequent events that occur after the balance sheet date through the date the financial statements were issued.
| 16 |
On
April 4, 2023, EzFill Holdings, Inc. (the “Company” or “Borrower”) entered into a promissory note (the “Promissory
Note”) with The Farkas Group, Inc. (the “Lender”). Michael Farkas is the beneficial owner of approximately
On
April 19, 2023, EzFill Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with AJB Capital Investments, LLC (the “Investor”) with respect to the sale and issuance to the Investor of: (i) an initial
commitment fee in the amount of $
| 17 |
On
April 19, 2023, EzFill Holdings, Inc. (the “Company”), entered into an employment agreement (the “Agreement”)
with Avishai Vaknin. Pursuant to the Agreement, Mr. Vaknin will act as the Company’s Chief
Technology Officer. The term (“Term”) of the Agreement is for three years. In lieu of a cash salary, Mr. Vaknin will
be entitled to Performance Based Restricted Stock Units (“PBRS”). The amount of PBRS issued to Mr. Vaknin will be up to
shares of the Company’s restricted common stock, which issuance is subject to the availability of such shares under the Company’s
Equity Incentive Plan. Vesting of the PBRS will be based on achievement of the performance indicators (“Performance Indicators”)
identified in Schedule I of the Agreement. On the first anniversary of Mr. Vaknin’s employment, he will begin to receive a salary
of $
On
April 24, 2023, the Company entered into an employment agreement (the “Levy Agreement”) with Yehuda Levy. Pursuant to the
Levy Agreement, Mr. Levy will act as the Company’s interim CEO for an initial term of one year (“Term”), which may
be extended by the company and Mr. Levy in writing, if not extended then the term shall continue on a month-to-month basis. If a full
time CEO is chosen, Mr. Levy’s title shall be converted to Chief Operating Officer for the remainder of the term at the same salary.
For his position as interim CEO, Mr. Levy will receive an annual base salary of $
On
April 26, 2023, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect a
| 18 |
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, 2022 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.
Overview
We were incorporated under the laws of Delaware in March 2019. We are in the business of operating mobile fueling trucks and are headquartered in Aventura, Florida. EzFill provides its customers the ability to have fuel delivered to their vehicles (cars, boats, trucks) without leaving their home or office and to construction sites, generators, and reserve tanks.
Our mobile fueling solution gives our fleet, consumer, and other customers the ability to fuel their vehicles with the touch of an app or regularly scheduled service, and without the inconvenience of going to the gas station.
On April 27, 2023, the Company executed a 1-for-8 reverse stock split and 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 to 5,000,000. Refer to Note 11 to the financial statements for details of the reverse stock split. As a result, all share activity has been restated as if the reverse stock split had been consummated as of the beginning of the respective period.
Results of Operations
The following table sets forth our results of operations for the three months ended March 31, 2023, and 2022:
Three Months Ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| Revenues | $ | 5,231,334 | $ | 2,340,068 | ||||
| Cost of sales | 5,068,783 | 2,324,160 | ||||||
| Operating expenses | 2,196,646 | 2,948,001 | ||||||
| Depreciation and amortization | 273,087 | 337,664 | ||||||
| Operating loss | (2,307,182 | ) | (3,269,757 | ) | ||||
| Other income (expense) | (41,589 | ) | 3,247 | |||||
| Net loss | $ | (2,348,771 | ) | $ | (3,266,510 | ) | ||
| 19 |
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.
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, 2023, and 2022:
Three Months Ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| Net loss | $ | (2,348,771 | ) | $ | (3,266,510 | ) | ||
| Interest and other income (expense), net | 41,589 | (3,247 | ) | |||||
| Depreciation and amortization | 273,087 | 337,664 | ||||||
| Stock compensation | 192,061 | 470,685 | ||||||
| Adjusted EBITDA | $ | (1,842,034 | ) | $ | (2,461,408 | ) | ||
| Gallons delivered | 1,315,226 | 591,505 | ||||||
Three months ended March 31, 2023, compared to the three months ended March 31, 2022
Revenues
We 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%. This increase is primarily due to a 122% increase in gallons delivered and an increase in fees. The additional gallons were in existing as well as new markets.
Cost 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. Our gross profit improved year over year due to higher fuel revenue as well as increased delivery fees and driver efficiency.
Operating Expenses
We incurred operating expenses of $2,196,646 during the three months ended March 31, 2023, compared to $2,948,000 during the prior year, a decrease of $751,354 or 25%. This decrease was primarily due to decreases in payroll, stock compensation, marketing, and public company expenses.
Depreciation and Amortization
Depreciation increased in the current year as a result of the increase in the fleet of delivery vehicles. Amortization decreased in the current year as a result of the impairment of goodwill and other intangible assets recorded in the fourth quarter of 2022.
| 20 |
Other Income (Expense)
Interest expense increased in the current year due to increased borrowing for truck purchases during 2022.
Liquidity and Capital Resources
Cash Flow Activities
As of March 31, 2023, we had $1,483,060 million in cash and investments compared to approximately $4,186,875 at December 31, 2022.
Operating Activities
Net 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 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. Net cash used in operating activities was $2,329,978 for the three months ended March 31, 2022, which was made up primarily by the net loss and offset by non-cash adjustments for a net amount of $936,532.
Investing Activities
During the three months ended March 31, 2023, and 2022, we used $0 and $1,271,548, respectively, for the acquisition of fixed assets, primarily trucks used for delivery of fuel to our customers. During the three months ended March 31, 2023, cash provided by investing activities $1,150,928 was the result of maturity and sale of debt securities.
Financing Activities
During the three months ended March 31, 2023, we made loan principal repayments of $199,723and received proceeds from the issuance of common stock from the ATM of $25,308 and recorded related expenses of $25,301. We generated $933,283 of cash flows from financing activities 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 truck purchases, less principal repayments of $113,145.
Sources of Capital
The Company has sustained net losses since inception and does not have sufficient revenues and income to fully fund the operations. As a result, the Company has relied on equity and debt financings to fund its activities to date. For the quarter ended March 31, 2023, the Company had a net loss of $2,348,771. 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.
The Company anticipates that it will need to raise additional capital in the next 1-2 months in order to continue 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.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements as defined in Regulation S-K Item 303(a)(4).
| 21 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
As of March 31, 2023, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2023.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Not required for smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the period covered by this report, we have not sold any equity securities in transactions that were not reported on a Current Report on Form 8-K. The Company did not repurchase any of its shares during the quarter ended March 31, 2023.
Use of Proceeds
(b) On September 14, 2021, our Registration Statement, as amended, and originally filed on Form S-1 (file No. 333-256691) was declared effective by the SEC for our initial public offering of 7,187,500 shares of common stock, including 937,500 shares of common stock purchased by the underwriters pursuant to the exercise of the over-allotment option each at an offering price of $4.00 per share, for aggregate gross proceeds of approximately $28.75 million. After deducting underwriting discounts, commissions and offering costs incurred by us of approximately $3.50 million, the net proceeds from the offering were approximately $25.3 million. ThinkEquity LLC acted as sole book-running manager of the initial public offering. No offering costs were paid or are payable, directly, or indirectly, to our directors or officers, to persons owning 10% or more of any class of our equity securities, or to any of our affiliates. Shares of common stock and the offering price in this section are pre-reverse split numbers.
There has been no material change in the expected use of the net proceeds from our IPO as described in our final prospectus filed with the SEC on September 16, 2021. Upon receipt, the net proceeds from our IPO were held in cash, cash equivalents and short-term investments. As of March 31, 2023, we have used the entire amount of the net proceeds from the IPO.
| 22 |
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits
The following exhibits are filed as part of this Quarterly Report on Form 10-Q.
| * | Filed herewith. |
| ** | Furnished herewith. |
| + | Indicates management contract or compensatory plan. |
| 23 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: May 04, 2023 | EZFILL HOLDING, INC. | |
| By: | /s/ Yehuda Levy | |
| Yehuda Levy | ||
| Chief Executive Officer and Director | ||
| (Principal Executive Officer) | ||
| By: | /s/ Arthur Levine | |
| Arthur Levine | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||
| 24 |
Exhibit 31.1
CERTIFICATION
I, Yehuda Levy, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of EzFill Holdings, Inc., a Delaware corporation (the “registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: May 04, 2023 | |
| /s/ Yehuda Levy | |
| Yehuda Levy | |
Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION
I, Arthur Levine, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of EzFill Holdings, Inc., a Delaware corporation (the “registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: May 04, 2023 | |
| /s/ Arthur Levine | |
| Arthur Levine | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
Certification Pursuant to 18 U.S.C. §1350, as Adopted
Pursuant to §906 of the Sarbanes-Oxley Act of 2002
Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), each of the undersigned hereby certifies in his capacity as an officer of EzFill Holdings, Inc. (the “Company”), that, to the best of his knowledge:
(1) the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, to which this Certification is attached as Exhibit 32.1 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Yehuda Levy | |
| Yehuda Levy | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| Date: May 04, 2023 | |
| /s/ Arthur Levine | |
| Arthur Levine | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | |
| Date: May 04, 2023 |
A certification furnished pursuant to this Item will not be deemed “filed” for purposes of section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the small business issuer specifically incorporates it by reference.