8-K
NEXTNRG, INC. (NXXT)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C., 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Dateof Report (Date of earliest event reported): November 14, 2024
EZFILL
HOLDINGS, INC.
(Exactname of registrant as specified in its charter)
| Delaware | 001-40809 | 84-4260623 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
67NW 183rd Street, Miami, Florida 33169
(Addressof principal executive offices, including Zip Code)
305
-791-1169
(Registrant’stelephone number, including area code)
2999NE 191st Street, Ste 500, Aventura Florida 33180
(Formername or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.0001 par value per share | EZFL | NASDAQ<br> Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item2.02 Results of Operations and Financial Condition
On November 14, 2024, EzFill Holdings, Inc. (the “Company”), issued a press release announcing its financial results for the quarter ended September 30, 2024. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
This information is being furnished in this report and shall not be deemed to be “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated November 14, 2024. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 14, 2024
| EZFILLHOLDINGS, INC. | |
|---|---|
| By: | /s/ Yehuda Levy |
| Name: | Yehuda<br> Levy |
| Title: | Interim<br> Chief Executive Officer |
Exhibit99.1
EzFillAnnounces 2024 Third Quarter Financial Results
—Revenue Increased 13% Year Over Year to $7.0 Million From $6.2 Million —
—Gross Profit Increased 74% From The Prior Year Period–
—EBITDAImproved 15% from the Prior Year Period—
—1.9 Million Gallons Delivered, Up 26% From The Prior Year Period –
—Converted$13.5 Million Debt into Equity—
—Recieved$1.4 Million Investment—
MIAMI,FL, November 14, 2024 – EzFill Holdings, Inc. (“EzFill” or the “Company”) (NASDAQ: EZFL), a pioneer and emerging leader in the mobile fueling industry, announced today its financial results for the three-month period ended September 30, 2024 (“3Q24” or “third quarter 2024”).
3Q24 Highlights (in US$, except gallons delivered)
| Q3<br> 2024 | Q3<br> 2023 | |||||
|---|---|---|---|---|---|---|
| Financial<br> Highlights | ||||||
| Revenue | 6,985,962 | 6,163,682 | ||||
| Gross<br> Profit | 606,825 | 349,725 | ||||
| Adjusted<br> EBITDA* | (1,091,334 | ) | (1,286,890 | ) | ||
| Operating<br> Highlights | ||||||
| Total<br> Gallons Delivered | 1,872,524 | 1,486,199 |
*See end of this press release for reconciliation to US GAAP
Commenting on the third quarter results, Interim CEO Yehuda Levy stated, “In Q3 2024, EzFill delivered another quarter of strong growth, thanks to the unwavering dedication of our team and the trust our customers place in us. Our focus on operational excellence and our commitment to innovation continue to drive our progress and enhance our ability to meet the evolving needs of the market. We are excited by the strategic partnerships and new accounts we’ve secured this quarter, which position us for even greater success as we move forward. Our mission remains clear, to lead the way in delivering convenience and sustainability, while accelerating the growth of our business. We look forward to closing the Yoshi transaction and expanding our operations into four new states in the coming months.”
ThirdQuarter 2024 Financial Results
During the third quarter of 2024, the Company reported revenue of approximately $7.0 million, up from approximately $6.2 million in the prior year period, a 13% increase, primarily due to a 26% increase in gallons delivered. Total gallons delivered in the third quarter of 2024 were 1,872,524 compared to 1,486,199 in the prior year period, reflecting new customers in existing markets and optimizing the volume of gallons per delivery. Average fuel margin per gallon was $0.71 for the quarter compared to $0.67 for the prior year period. Approximately 74% growth in gross profit year over year, from $0.35 million to $0.61 million, due to higher fuel margins and increased fees, as well as improved operational efficiencies.
Cost of sales was approximately $6.4 million for the third quarter of 2024 compared to approximately $5.8 million for the prior year period. The increase from the prior year reflects the increase in sales as well as the hiring of additional drivers, primarily in new markets.
Operating expenses, excluding depreciation and amortization, were approximately $2.0 million for the third quarter of 2024, compared to approximately $1.7 million in the prior year period. The increase was primarily due to increases in payroll, stock compensation, marketing and public company expenses as we continue to achieve efficiencies in our operations.
Depreciation and amortization decreased to $0.27 million in the third quarter of 2024 from $0.28 million in the prior year period.
Interest expense increased to $5.6 million in the third quarter of 2024 from $0.62 million in the prior period due to increased borrowing from related parties. Notably, in Q3 2024, the Company incurred significant interest expense related to the conversion of debt of approximately $4.5 million. In addition, the Company incurred a loss on extinguishment of debt from a related party of $907,500 in the third quarter of 2024.
The net loss in the third quarter of 2024 was $(8.1) million, compared to $(2.2) million in the prior year due to the aforementioned interest expense. Loss per share decreased in the quarter to $(1.95) from $(1.46) in the prior year period, attributable to the aforementioned interest expense.
Adjusted EBITDA loss in the third quarter of 2024 was $(1.1) million as compared to Adjusted EBITDA loss of $(1.3) million in the third quarter of 2023, an improvement of approx. 15%. The improvement in adjusted EBITDA reflects both the improved margin and the operating cost efficiencies.
BalanceSheet
At September 30, 2024, the Company had a cash position of approximately $0.8 million, compared with approximately $0.2 million at year end 2023. The Company had approximately $1.3 million of working capital as of the quarter end.
AboutEzFill
EzFill is a leader in the fast-growing mobile fuel industry, with the largest market share in its home state of Florida. Its mission is to disrupt the gas station fueling model by providing consumers and businesses with the convenience, safety, and touch-free benefits of on-demand fueling services brought directly to their locations. For commercial and specialty customers, at-site delivery during downtimes enables operators to begin their daily operations with fully fueled vehicles. For more information, visit www.ezfl.com.
With the number of gas stations in the U.S. continuing to decline, corporate giants such as Shell, Exxon, GM, Bridgestone, Enterprise, and Mitsubishi have recognized the increasing shift in consumer behavior and are investing in the fast growing on-demand mobile fueling industry, in companies such as Booster and Yoshi. As the only company to provide fuel delivery in three verticals – consumer, commercial, and specialty including marine and construction equipment, we believe EzFill is well positioned to capitalize on the growing demand for convenient and cost-efficient mobile fueling options.
ForwardLooking Statements
This press release contains “forward-looking statements” Forward-looking statements reflect our current view about future events. When used in this press release, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements contained in this press release relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, our ability to raise capital to fund continuing operations; our ability to protect our intellectual property rights; the impact of any infringement actions or other litigation brought against us; competition from other providers and products; our ability to develop and commercialize products and services; changes in government regulation; our ability to complete capital raising transactions; and other factors relating to our industry, our operations and results of operations. Actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. The Company assumes no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release except as may be required under applicable securities law.
Forfurther information, please contact:
Investorand Media Contact
TraDigital IR
John McNamara
john@tradigitalir.com
NoteRegarding Use of Non-GAAP Financial Measures
To supplement our condensed consolidated financial statements, which are prepared in accordance with generally accepted accounting principles in the United States (GAAP), we use non-GAAP 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 September 30, 2024 and 2023:
| Three Months Ended<br> <br>September 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Net<br> loss | $ | (8,075,509 | ) | $ | (2,226,738 | ) |
| Interest<br> expense | 5,601,813 | 622,777 | ||||
| Depreciation<br> and amortization | 269,561 | 278,442 | ||||
| Loss<br> on debt extinguishment – related party | 907,500 | - | ||||
| Stock<br> compensation | 205,301 | 38,629 | ||||
| Adjusted<br> EBITDA | $ | (1,091,334 | ) | $ | (1,286,890 | ) |
| Gallons<br> delivered | 1,872,524 | 1,486,199 | ||||
| Average<br> fuel margin per gallon | $ | 0.71 | $ | 0.67 |
EzFillHoldings, Inc. and Subsidiary
ConsolidatedStatements of Operations and Comprehensive Loss
(Unaudited)
| For<br> the Three Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Sales<br> - net | $ | 6,985,962 | $ | 6,163,682 | ||
| Costs<br> and expenses | ||||||
| Cost<br> of sales | 6,379,137 | 5,813,957 | ||||
| General<br> and administrative expenses | 1,950,288 | 1,684,340 | ||||
| Depreciation<br> and amortization | 269,561 | 278,442 | ||||
| Total<br> costs and expenses | 8,598,986 | 7,776,739 | ||||
| Loss<br> from operations | (1,613,024 | ) | (1,613,057 | ) | ||
| Other<br> income (expense) | ||||||
| Interest<br> income | - | 9,096 | ||||
| Other<br> income | 60,250 | - | ||||
| Interest<br> expense (including amortization of debt discount) | (5,601,813 | ) | (622,777 | ) | ||
| Loss<br> on sale of marketable debt securities - net | - | - | ||||
| Loss<br> on debt extinguishment – related party | (907,500 | ) | ||||
| Impairment<br> of fixed assets | (13,422 | ) | - | |||
| Total<br> other income (expense) - net | (6,462,485 | ) | (613,681 | ) | ||
| Net<br> loss | $ | (8,075,509 | ) | $ | (2,226,738 | ) |
| Preferred<br> stock dividend - payable on Series A convertible preferred stock - to be issued in common stock | (55,486 | ) | - | |||
| Preferred<br> stock dividend - payable on Series B convertible preferred stock - to be issued in common stock | (29,348 | ) | - | |||
| Net<br> loss available to common stockholders - basic and diluted | $ | (8,160,343 | ) | $ | (2,226,738 | ) |
| Loss<br> per share - basic and diluted | $ | (1.95 | ) | $ | (1.46 | ) |
| Weighted<br> average number of shares - basic and diluted | 4,184,152 | 1,526,533 |
EzFillHoldings, Inc. and Subsidiary
ConsolidatedBalance Sheets
| December<br> 31, 2023 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current<br> Assets | |||||
| Cash | 828,185 | $ | 226,985 | ||
| Accounts<br> receivable - net | 1,554,534 | 1,192,340 | |||
| Inventory | 102,685 | 134,057 | |||
| Due<br> from related party | 17,150 | - | |||
| Prepaids<br> and other | 192,474 | 220,909 | |||
| Total<br> Current Assets | 2,695,028 | 1,774,291 | |||
| Property<br> and equipment - net | 2,524,868 | 3,310,187 | |||
| Operating<br> lease - right-of-use asset | 121,438 | 297,394 | |||
| Operating<br> lease - right-of-use asset - related party | 230,606 | 286,397 | |||
| Deposits | 49,063 | 49,063 | |||
| Total<br> Assets | 5,621,003 | $ | 5,717,332 | ||
| Liabilities<br> and Stockholders’ Equity (Deficit) | |||||
| Current<br> Liabilities | |||||
| Accounts<br> payable and accrued expenses | 881,827 | $ | 845,275 | ||
| Accounts<br> payable and accrued expenses - related parties | - | 72,428 | |||
| Notes<br> payable - net | 212,716 | 946,228 | |||
| Notes<br> payable - related parties - net | - | 4,802,115 | |||
| Operating<br> lease liability | 135,984 | 246,880 | |||
| Operating<br> lease liability - related party | 76,742 | 72,034 | |||
| Dividends<br> payable (common stock) - related parties | 84,834 | - | |||
| Total<br> Current Liabilities | 1,392,103 | 6,984,960 | |||
| Long<br> Term Liabilities | |||||
| Notes<br> payable - net | 512,618 | 353,490 | |||
| Operating<br> lease liability | - | 69,128 | |||
| Operating<br> lease liability - related party | 157,917 | 215,960 | |||
| Total<br> Long Term Liabilities | 670,535 | 638,578 | |||
| Total<br> Liabilities | 2,062,638 | 7,623,538 | |||
| Commitments<br> and Contingencies | |||||
| Stockholders’<br> Equity (Deficit) | |||||
| Preferred<br> stock - 0.0001 par value; 5,000,000 shares authorized none issued and outstanding, respectively | - | - | |||
| Convertible<br> Preferred stock - Series A, 0.0001 par value; 513,000 shares designated 363,000 and none issued and outstanding, respectively | 36 | ||||
| Convertible<br> Preferred stock - Series B, 0.0001 par value; 150,000 shares designated 140,000 and none issued and outstanding, respectively | 14 | ||||
| Common<br> stock - 0.0001 par value, 500,000,000 shares authorized 6,208,073 and 1,806,612 shares issued and outstanding, respectively | 621 | 181 | |||
| Common<br> stock issuable (0 and 104,000 shares, respectively) | - | 10 | |||
| Additional<br> paid-in capital | 62,298,941 | 43,410,653 | |||
| Accumulated<br> deficit | (58,741,247 | ) | (45,317,050 | ) | |
| Total<br> Stockholders’ Equity (Deficit) | 3,558,365 | (1,906,206 | ) | ||
| Total<br> Liabilities and Stockholders’ Equity (Deficit) | 5,621,003 | $ | 5,717,332 |
All values are in US Dollars.