NextNRG (NasdaqCM:EZFL) Q3 2025 Earnings Call November 17, 2025 08:30 AM ET Company ParticipantsJoel Kleiner - CFOSharon Cohen - Head of Investor RelationsMichael Farkas - CEO and, Executive ChairmanOperatorWelcome to the NextNRG Third Quarter 2025 Earnings Results Conference Call. At this time, all participants are in a listen-only mode. After today's session, we will conduct a question-and-answer session. If anyone should require operator assistance during the conference, please press star zero on your te ...

Financial Data and Key Metrics Changes - Revenue for Q3 2025 reached $22.9 million, representing a 232% year-over-year increase from $6.9 million in Q3 2024 and up from $19.7 million in Q2 2025 [12] - Gross profit margins expanded from 8% in Q2 to 11% in Q3, indicating improved operational efficiencies alongside revenue growth [12][13] - Operating loss for the quarter was $9 million, which included a $5.6 million non-cash stock-based compensation charge, while the adjusted operating loss was $3.4 million, down from $5.2 million in Q2 [12][13] Business Line Data and Key Metrics Changes - The company added an 11th new market, Fort Myers, Florida, contributing to increased gallons delivered and unlocking volume-based supplier discounts, which helped increase profit margins from 8% to 11% [5] - The energy division's pipeline includes projects for municipalities and commercial facilities, focusing on on-site power generation, advanced battery storage, and smart microgrid control systems [19][20] Market Data and Key Metrics Changes - The company is focusing on high-demand sectors such as healthcare and large-scale commercial facilities that require continuous power, reflecting a strategic shift towards reliability and resilience [6] - The demand for smart microgrids and distributed infrastructure is intensifying as energy needs grow, particularly in relation to AI and data centers [24] Company Strategy and Development Direction - The company aims to create a fully connected energy ecosystem that integrates generation, storage, distribution, and fueling, positioning itself as a leader in the energy transition [4][10] - Future strategies include deepening market presence with mobile fuel delivery and advancing renewable distributed infrastructure [11] Management's Comments on Operating Environment and Future Outlook - Management highlighted the urgent need for expanded energy generation and infrastructure, emphasizing that the current grid cannot keep pace with accelerating demand [9][24] - The company is optimistic about its position to address energy challenges, with a focus on scaling operations and improving margins [10][26] Other Important Information - The company has taken steps to strengthen liquidity by refinancing its truck fleet and streamlining its debt profile, enhancing financial flexibility [15] - The CEO is now free from non-compete restrictions, allowing the company to fully engage in all forms of EV charging [17] Q&A Session Summary Question: Details on energy division projects - The energy division's pipeline includes projects for municipalities and commercial facilities, focusing on on-site power generation, advanced battery storage, and smart microgrid systems [19][20] Question: Sustainability of margin improvements - Margin expansion is sustainable due to structural changes in the business, including optimized routes and increased gallons delivered, which lower per-unit costs [22][23] Question: Impact of urgent energy demand on NextNRG - The growing demand for energy, especially related to AI and data centers, positions NextNRG favorably for providing integrated energy solutions [24] Question: Timeline for sustainable positive cash flow - The path to positive cash flow is linked to continued revenue growth, further margin expansion, and disciplined spending, with improvements expected as new markets mature [25][26]

Financial Results Announcement - NextNRG, Inc. announced its financial results for Q3 2025, ending September 30, 2025[4] - A press release detailing the financial results was issued on November 17, 2025[4] - The financial results include key metrics that will be detailed in Exhibit 99.1[4] Company Classification and Compliance - The company is classified as an emerging growth company under the Securities Act[3] - The filing is intended to comply with the requirements of the Securities Exchange Act of 1934[8] Company Information - The company is headquartered in Miami, Florida, with a principal executive office address at 67 NW 183rd Street[1] - The common stock of NextNRG, Inc. is traded on the Nasdaq Capital Market under the symbol NXXT[2] - The CEO of NextNRG, Inc. is Michael Farkas, who signed the report[10] Financial Details - The report does not include specific financial figures or performance metrics in the provided content[5] - The report does not provide any information on new products, technologies, or market strategies[5]

Accounts Receivable and Inventory - Accounts receivable increased to $2,807,406 as of September 30, 2025, compared to $1,696,436 as of December 31, 2024, reflecting a growth of 65.6%[108] - The allowance for doubtful accounts decreased to $69,181 from $81,772, indicating improved credit quality[108] - Inventory rose to $340,018 at September 30, 2025, up from $126,400 at December 31, 2024, representing a 168.5% increase[112] - Bad debt expense for the nine months ended September 30, 2025, was $(5,654), a significant improvement compared to $50,581 for the same period in 2024[108] - The company did not record any provisions for inventory obsolescence or impairment for the nine months ended September 30, 2025, and 2024[111] Revenue and Sales - For the nine months ended September 30, 2025, the Company reported total sales of $58,824,282, a significant increase from $20,977,860 in the same period of 2024, representing a growth of approximately 179%[163] - Fuel sales accounted for $56,758,393, or 96.49% of total revenues in the nine months ended September 30, 2025, compared to $20,249,066, or 96.53% in 2024[163] - Customer A accounted for 48.85% of total sales for the nine months ended September 30, 2025, significantly impacting revenue concentration[118] - Revenue from fuel sales is recognized at the time of delivery, while membership revenue is recognized at the end of each month, reflecting a one-month membership cycle[145] Expenses and Costs - Total Sales and Marketing expenses for the nine months ended September 30, 2025, were $300,181, compared to $168,068 for the same period in 2024, representing an increase of approximately 78.5%[178] - Depreciation and amortization expense for the nine months ended September 30, 2025, was $1,826,259, compared to $1,173,269 for the same period in 2024, indicating an increase of approximately 55.7%[212] - The Company recognized marketing and advertising costs during the nine months ended September 30, 2025, which were classified within general and administrative expenses[178] Assets and Liabilities - The total property and equipment, net as of September 30, 2025, was $2,481,963, down from $7,539,507 as of December 31, 2024[208] - As of September 30, 2025, total accounts payable and accrued liabilities increased to $4,806,220 from $1,721,527 as of December 31, 2024, representing a growth of approximately 179%[217] - The total accounts payable and accrued liabilities to related parties rose to $3,292,100 as of September 30, 2025, compared to $1,546,451 as of December 31, 2024, marking an increase of approximately 113%[217] Debt and Financing - The company has multiple unsecured loans with a 0% interest rate, with various maturity dates extending into 2027[222] - The company executed an asset purchase agreement with Shell for 73 vehicles and storage tanks, totaling $5,219,877, as part of its growth and expansion plan[209] - The company reported a repayment obligation that typically exceeds the net funds received under MCA agreements[224] - The company executed a loan for $5,000,100 in December 2024, due March 31, 2025, and is currently negotiating an extension[246] Stock and Equity - The Company increased its authorized common stock from 50,000,000 to 500,000,000 shares on June 14, 2024, to support future equity financings[279] - The Company has four classes of stock, including undesignated preferred stock, which provides flexibility for future corporate financing[280] - The Company recognized stock-based compensation costs over the requisite service period, typically the vesting period, in accordance with ASC 718[179] Lease Agreements - The operating lease - ROU asset - non-current increased to $3,426,961 as of September 30, 2025, compared to $61,151 in 2024[268] - Total operating lease costs for the nine months ended September 30, 2025, were $295,555, an increase from $184,333 in the same period of 2024[268] - The present value of operating lease liability as of September 30, 2025, is $239,481, with a long-term operating lease liability of $126,427[276] Legal and Compliance - As of September 30, 2025, the Company is not aware of any pending litigation or transactions requiring accrual or disclosure[278] - The Company records litigation accruals for legal matters that are probable and estimable, without reducing liabilities for potential recoveries[277]

Financial Data and Key Metrics Changes - Q2 revenue reached $19.7 million, an increase of $166 million year over year, with first half revenue totaling $36 million compared to $27.7 million for all of 2024 [15] - Gross profit was $1.6 million, up from $600,000 in Q1, with gross margin expanding from 3% in Q1 to 8% in Q2 [16] - Loss from operations was $30.8 million, including a non-cash stock-based compensation charge of $25.5 million, resulting in an adjusted operating loss of $5.2 million compared to $5.8 million in Q1 [17] Business Line Data and Key Metrics Changes - EZ Fill expansion generated $19.7 million in revenues for Q2, bringing total revenues to $36 million for 2025, exceeding the full year 2024 volume of $27.7 million [6] - The smart microgrid platform is gaining traction, with proposals for full smart microgrid solutions being requested by clients, indicating a shift towards AI-enabled energy solutions [7][8] Market Data and Key Metrics Changes - The company is expanding its EZ Fill footprint in 15 metro markets, up from 10, focusing on operational density and efficiency [6] - The sales pipeline is diversifying, targeting both behind-the-meter and in-front-of-the-meter solutions, indicating a broadening market approach [9] Company Strategy and Development Direction - The strategic focus includes expanding the EZ Fill footprint, scaling smart microgrid deployments, and advancing wireless charging commercialization [13] - The company aims to build a fully integrated energy platform powered by AI, emphasizing resilience and efficiency in energy infrastructure [5][14] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving breakeven in the coming quarters, driven by accelerating revenue, improving margins, and better cash efficiency [19] - The company acknowledges the need for digitizing the energy grid globally, with potential annual savings of over $5 trillion if their technologies are widely implemented [39] Other Important Information - The company is focused on maintaining a flexible balance sheet and plans to raise capital to support disciplined growth strategies [18] - Management clarified that their technology is agnostic to fuel sources, allowing for efficient energy production regardless of the method used [36] Q&A Session Summary Question: Can you elaborate on the flywheel concept and its impact on the business? - The flywheel refers to the integration of various technologies that create a comprehensive energy solution for different sectors, allowing for local energy generation and storage [24][25] Question: Can you discuss the California projects and their timing? - The California projects are healthcare-oriented, focusing on providing backup energy solutions mandated by law, utilizing both natural gas and solar technologies [28][30] Question: Can you explain the technology's agnostic nature to fuel sources? - The technology allows for efficient energy production from various fuel sources, ensuring redundancy and operational efficiency across different energy generation methods [34][36]

[FORM 8-K Filing Information](index=1&type=section&id=FORM%208-K%20Filing%20Information) [Registrant and Filing Details](index=1&type=section&id=Registrant%20and%20Filing%20Details) Outlines registrant identification and Form 8-K filing specifics - Company Name: **NEXTNRG, INC.**[1](index=1&type=chunk) - Date of Report (Date of earliest event reported): **August 15, 2025**[1](index=1&type=chunk) - State or other jurisdiction of incorporation: **Delaware**[1](index=1&type=chunk) - Commission File Number: **001-40809**[1](index=1&type=chunk) - Principal executive offices address: **67 NW 183rd Street, Miami, Florida 33169**[1](index=1&type=chunk) - Registrant's telephone number: **(305) 791-1169**[1](index=1&type=chunk) [Securities and Company Status](index=1&type=section&id=Securities%20and%20Company%20Status) Details the registrant's registered securities and emerging growth company status Registered Securities | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Common Stock, $0.0001 par value per share | NXXT | Nasdaq Capital Market | - **NEXTNRG, Inc.** is an emerging growth company[3](index=3&type=chunk) [Current Report Items](index=2&type=section&id=Current%20Report%20Items) [Item 2.02. Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02.%20Results%20of%20Operations%20and%20Financial%20Condition) Announces NextNRG, Inc.'s Q2 2025 financial results via press release, clarifying its furnished status and liability limitations - **NextNRG, Inc.** issued a press release on **August 15, 2025**, announcing its financial results for the second quarter ended **June 30, 2025**[4](index=4&type=chunk) - Information in **Item 2.02**, including **Exhibit 99.1**, is furnished, not filed, limiting liability and incorporation by reference under Section 18 of the Securities Exchange Act of 1934[5](index=5&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) Lists the exhibits accompanying the Form 8-K, including the press release and interactive data file Exhibits | Exhibit No. | Description | | :---------- | :---------- | | 99.1 | Press release of the registrant dated August 15, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [SIGNATURE](index=3&type=section&id=SIGNATURE) [Authorized Signatory](index=3&type=section&id=Authorized%20Signatory) Formally concludes the report with the authorized signature of the Company's Chief Executive Officer - The report was signed on behalf of **NextNRG, Inc.** by **Michael Farkas**, Chief Executive Officer, on **August 15, 2025**[8](index=8&type=chunk)[9](index=9&type=chunk)[10](index=10&type=chunk)

[PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents NextNRG's unaudited consolidated financial statements for periods ended June 30, 2025, and December 31, 2024, including retrospective adjustments for a common control merger [Unaudited Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Consolidated%20Balance%20Sheets) Total assets increased from $22.38 million to $25.52 million, driven by current asset growth, while total liabilities and stockholders' deficit also rose Unaudited Consolidated Balance Sheets | Metric | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :------------ | :------------------ | | Cash | $2,652,838 | $1,612,117 | | Accounts receivable - net | $3,047,133 | $1,614,664 | | Inventory | $227,070 | $126,400 | | Prepaids and other | $2,275,237 | $42,509 | | Total Current Assets | $8,202,278 | $3,395,690 | | Total Assets | $25,521,063 | $22,378,122 | | Total Current Liabilities | $38,029,561 | $34,749,156 | | Total Liabilities | $39,348,065 | $35,113,157 | | Stockholders' Deficit | $(13,644,028) | $(12,735,035) | [Unaudited Consolidated Statements of Operations](index=6&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Operations) Net sales significantly increased, but a surge in general and administrative expenses led to a much larger net loss for both the three and six months ended June 30, 2025 Unaudited Consolidated Statements of Operations | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | | Sales - net | $19,691,568 | $7,394,778 | $35,964,241 | $13,991,897 | | Cost of sales | $18,121,752 | $6,847,452 | $33,876,456 | $12,982,785 | | General and administrative expenses | $31,779,768 | $2,766,945 | $37,318,273 | $4,695,900 | | Total costs and expenses | $50,457,272 | $9,995,231 | $72,483,817 | $18,452,506 | | Loss from operations | $(30,765,704) | $(2,600,453) | $(36,519,576) | $(4,460,609) | | Net loss | $(36,133,275) | $(5,616,385) | $(45,071,274) | $(8,291,637) | | Basic and diluted loss per share | $(0.30) | $(0.06) | $(0.39) | $(0.08) | [Unaudited Consolidated Statements of Changes in Stockholders' Deficit](index=7&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) The stockholders' deficit worsened to $(13,827,002) at June 30, 2025, primarily due to net loss, partially offset by increased additional paid-in capital from stock issuances Unaudited Consolidated Statements of Changes in Stockholders' Deficit | Metric | December 31, 2024 | June 30, 2025 | | :--------------------------------- | :------------------ | :------------ | | Total Stockholders' Deficit | $(12,735,035) | $(13,827,002) | | Additional Paid-in Capital | $54,789,949 | $99,114,597 | | Accumulated Deficit | $(67,535,701) | $(112,770,877) | | Common Stock Shares Issued | 106,707,827 | 122,051,560 | - Stock issued for cash contributed **$15,226,134** to additional paid-in capital for the six months ended June 30, 2025[15](index=15&type=chunk) - Stock issued for services contributed **$26,950,157** to additional paid-in capital for the six months ended June 30, 2025[15](index=15&type=chunk)[16](index=16&type=chunk) [Unaudited Consolidated Statements of Cash Flows](index=11&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash increased by $1,040,721 for the six months ended June 30, 2025, driven by financing activities despite continued cash usage in operations Cash Flow Activity | Cash Flow Activity | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :---------------------------- | :---------------------------- | | Net cash used in operating activities | $(6,336,312) | $(8,331,359) | | Net cash (used in) provided by investing activities | $531,850 | $2,130,116 | | Net cash provided by financing activities | $6,845,183 | $5,514,049 | | Net increase (decrease) in cash | $1,040,721 | $(687,194) | | Cash - end of period | $2,652,838 | $334,067 | - Non-cash financing activities included **$173,438** in Series A and B preferred stock dividends payable in common stock and **$2,120,000** in common stock issued for conversion of notes payable[23](index=23&type=chunk) [Notes to Unaudited Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) These notes provide detailed explanations for the financial statements, covering organization, accounting policies, specific accounts, debt, equity, and recent transactions, including the common control merger and going concern [Note 1 - Organization and Nature of Operations](index=13&type=section&id=Note%201%20-%20Organization%20and%20Nature%20of%20Operations) NextNRG operates mobile gas delivery and is expanding into renewable energy, with a common control merger completed on February 13, 2025, and new executive appointments - NextNRG operates in mobile gas delivery and is expanding into renewable energy, including AI/ML-powered smart microgrids, solar, battery storage, and wireless EV charging[26](index=26&type=chunk)[36](index=36&type=chunk)[37](index=37&type=chunk) - On February 13, 2025, NextNRG completed a common control merger with Next Holding, issuing **100,000,000 shares** of common stock for 100% of Next Holding's shares, retrospectively applied to financial statements[33](index=33&type=chunk)[34](index=34&type=chunk)[50](index=50&type=chunk) - Michael D. Farkas was appointed Chief Executive Officer and Executive Chairman, and Joel Kleiner was appointed Chief Financial Officer on February 14, 2025, following the Next Holding acquisition[55](index=55&type=chunk)[56](index=56&type=chunk) Liquidity and Going Concern Indicators (as of June 30, 2025) | Metric | Amount | | :------------------------------------ | :------------- | | Net loss available to common stockholders | $(45,235,177) | | Net cash used in operations | $(6,336,312) | | Accumulated deficit | $(112,770,877) | | Stockholders' deficit | $(13,664,028) | | Working capital deficit | $(29,827,283) | - These factors create substantial doubt about the Company's ability to continue as a going concern within the next twelve months, necessitating immediate additional capital[67](index=67&type=chunk)[62](index=62&type=chunk) [Note 2 - Summary of Significant Accounting Policies](index=18&type=section&id=Note%202%20-%20Summary%20of%20Significant%20Accounting%20Policies) This note details the company's accounting policies, including consolidation, business combinations, segment reporting, revenue recognition, and stock-based compensation, with retrospective adjustments for the common control merger - The Company consolidates entities where it has a controlling financial interest, including those with over **50% voting interest** or as primary beneficiary of Variable Interest Entities (VIEs)[69](index=69&type=chunk)[73](index=73&type=chunk) - Acquisitions are accounted for as business combinations (acquisition method) or asset acquisitions (cost accumulation model), with significant judgment required for classification[71](index=71&type=chunk)[74](index=74&type=chunk)[76](index=76&type=chunk) - The Company operates in two reportable segments: Mobile Fuel Delivery and Energy Infrastructure, based on economic characteristics and CODM review[49](index=49&type=chunk)[328](index=328&type=chunk) Revenue Disaggregation (Six Months Ended June 30) | Revenue Stream | 2025 Revenue | % of Revenues (2025) | 2024 Revenue | % of Revenues (2024) | | :--------------- | :----------- | :------------------- | :----------- | :------------------- | | Fuel sales | $35,000,884 | 97.32% | $13,484,671 | 96.37% | | Other | $963,357 | 2.68% | $507,226 | 3.63% | | Total Sales | $35,964,241 | 100.00% | $13,991,897 | 100.00% | - The Company recognizes revenue from mobile fuel sales at delivery and membership fees over time within a one-month cycle, acting as the principal in fuel sales transactions[144](index=144&type=chunk)[148](index=148&type=chunk)[154](index=154&type=chunk)[156](index=156&type=chunk)[157](index=157&type=chunk) - A full valuation allowance is recorded against deferred tax assets due to cumulative losses and lack of sufficient positive evidence for realization[172](index=172&type=chunk) - Stock-based compensation is measured at fair value on the grant date and recognized over the vesting period, with forfeitures recognized as they occur[178](index=178&type=chunk)[180](index=180&type=chunk)[308](index=308&type=chunk) [Note 3 – Property and Equipment](index=38&type=section&id=Note%203%20%E2%80%93%20Property%20and%20Equipment) Property and equipment, net, decreased to $6,500,295 at June 30, 2025, due to depreciation and the sale of 34 trucks, partially offset by new acquisitions Property and Equipment - Net | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :------------------ | | Vehicles | $10,455,715 | $10,427,658 | | Total property and equipment | $10,898,853 | $10,870,796 | | Accumulated depreciation | $(4,398,558) | $(3,331,289) | | Total property and equipment - net | $6,500,295 | $7,539,507 | - Depreciation and amortization expense for the six months ended June 30, 2025, was **$1,289,088**, an increase from **$773,821** in the prior year[211](index=211&type=chunk) - During the six months ended June 30, 2025, the Company sold **34 trucks** for **$899,640**, resulting in a loss on settlement of **$299,980**[213](index=213&type=chunk) [Note 4 – Accounts Payable and Accrued Liabilities including Related Parties](index=39&type=section&id=Note%204%20%E2%80%93%20Accounts%20Payable%20and%20Accrued%20Liabilities%20including%20Related%20Parties) Accounts payable and accrued liabilities significantly increased to $6,681,024, with related party liabilities also rising due to accrued interest and a new CEO guarantee fee Accounts Payable and Accrued Liabilities | Category | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :------------------ | | Accounts payable | $3,801,000 | $878,475 | | Accrued expenses - other | $2,813,235 | $785,911 | | Total accounts payable and accrued liabilities | $6,681,024 | $1,721,527 | | Accrued interest payable - related parties | $2,449,365 | $1,473,201 | | Accrued guarantee fee - Chief Executive Officer | $212,247 | $0 | | Total related party liabilities | $2,734,862 | $1,546,451 | - The CEO will receive a **3% fee** for personally guaranteeing certain Company debt transactions, with **$212,247** accrued for the six months ended June 30, 2025[215](index=215&type=chunk) [Note 5 – Debt](index=39&type=section&id=Note%205%20%E2%80%93%20Debt) Total notes payable (third party) decreased to $15,609,026 due to repayments, while related party notes increased, and the company frequently uses MCA agreements for liquidity Notes Payable – Related Parties | Metric | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :------------ | :------------------ | | Balance | $12,320,045 | $10,773,000 | | Advances (6 months ended June 30, 2025) | $2,001,594 | N/A | | Repayments (6 months ended June 30, 2025) | $(300,000) | N/A | | Interest Rate | 10% - 18% | 10% - 18% | | Collateral | Unsecured | Unsecured | Notes Payable (Third Party) Summary | Metric | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :------------ | :------------------ | | Total Notes Payable | $15,609,026 | $20,428,886 | | Face amount of new notes (6 months ended June 30, 2025) | $12,205,620 | N/A | | Repayments (6 months ended June 30, 2025) | $(17,992,795) | N/A | | Debt Discount (6 months ended June 30, 2025) | $(2,563,365) | N/A | | Amortization of debt discount (6 months ended June 30, 2025) | $4,300,680 | N/A | - The Company frequently uses Merchant Cash Advance (MCA) agreements, characterized by fixed repayment obligations and short terms (21-78 weeks), often refinanced to manage liquidity, which can lead to higher cumulative borrowing costs[221](index=221&type=chunk)[222](index=222&type=chunk)[223](index=223&type=chunk) - Loan 28, a **$5,000,100** loan from Cohen Global Energy, LLC (a **50% owner** of Next/Ingle Holdings LLC), was due March 31, 2025, and the Company is negotiating an extension[243](index=243&type=chunk) [Note 6 – Fair Value of Financial Instruments](index=48&type=section&id=Note%206%20%E2%80%93%20Fair%20Value%20of%20Financial%20Instruments) The Company had no assets or liabilities measured at fair value on a recurring basis, with most financial instruments approximating fair value due to short-term maturities - No assets or liabilities were measured at fair value on a recurring basis at June 30, 2025, or December 31, 2024[247](index=247&type=chunk) - Financial instruments such as cash, accounts receivable, and accounts payable are recorded at historical cost, with carrying amounts approximating fair values due to short-term maturities[91](index=91&type=chunk) [Note 7 – Commitments and Contingencies](index=48&type=section&id=Note%207%20%E2%80%93%20Commitments%20and%20Contingencies) The Company recognizes ROU assets and lease liabilities for operating leases, with total non-related party operating lease liabilities at $1,564,387 and no material litigation identified Operating Lease Assets and Liabilities (Non-Related Party) | Metric | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :------------------ | | Operating lease - ROU asset - non-current | $1,569,992 | $61,151 | | Operating lease liability | $1,564,387 | $69,128 | | Weighted-average remaining lease term (years) | 3.03 | 0.25 | | Weighted-average discount rate | 8% | 5% | Operating Lease Assets and Liabilities (Related Party) | Metric | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :------------------ | | Operating lease - ROU asset - non-current | $262,474 | $314,957 | | Operating lease liability | $265,400 | $315,893 | | Weighted-average remaining lease term (years) | 2.25 | 2.75 | | Weighted-average discount rate | 5% | 5% | - The Company entered into new operating leases for office space and parking lots in early 2025, totaling **$694,650** in ROU assets, and a lease for **34 vehicles** on May 29, 2025, with an initial ROU asset of **$875,486**[255](index=255&type=chunk)[258](index=258&type=chunk) - No material litigation, pending litigation, or other transactions requiring accrual or disclosure were identified as of June 30, 2025, and December 31, 2024[267](index=267&type=chunk) [Note 8 – Stockholders' Deficit](index=52&type=section&id=Note%208%20%E2%80%93%20Stockholders'%20Deficit) Authorized common stock increased to 500,000,000 shares, with significant equity transactions including a public offering of 5,000,000 common shares for $15,000,000 and issuances for services and loan conversions - On June 14, 2024, authorized common stock increased from **50,000,000** to **500,000,000 shares** to support financings, conversions, compensation plans, and corporate transactions[268](index=268&type=chunk)[269](index=269&type=chunk) Preferred Stock Details | Stock Type | Authorized Shares | Issued & Outstanding (June 30, 2025) | Stated Value | Conversion Rate (Common Shares per Preferred Share) | Dividend Rate | | :-------------------------- | :---------------- | :----------------------------------- | :----------- | :-------------------------------------------------- | :------------ | | Series A Convertible Preferred Stock | 513,000 | 363,000 | $10 | 4.53 | 10% per year | | Series B Convertible Preferred Stock | 150,000 | 140,000 | $10 | 5.18 | 12% per year | - On February 18, 2025, the Company sold **5,000,000 shares** of common stock in a public offering for gross proceeds of **$15,000,000**, with net proceeds of approximately **$13.3 million** after offering costs[281](index=281&type=chunk)[359](index=359&type=chunk)[362](index=362&type=chunk) - The Company issued **7,336,821 shares** of common stock to consultants for services rendered (fair value **$21,326,731**) and **1,889,002 shares** for prepaid services (fair value **$5,623,425**)[284](index=284&type=chunk) - Accrued dividends on Series A and B preferred stock totaled **$173,438** at June 30, 2025, with **93,576 common shares** issued to settle prior dividends[294](index=294&type=chunk)[296](index=296&type=chunk) Non-Vested Shares Activity | Metric | December 31, 2024 | June 30, 2025 | | :-------------------------- | :------------------ | :------------ | | Balance - Non-Vested Shares | 26,000 | 1,039,000 | | Granted (6 months ended June 30, 2025) | N/A | 1,000,000 | | Vested (6 months ended June 30, 2025) | N/A | 13,000 | | Unrecognized stock compensation expense | N/A | $1,869,890 | | Compensation expense recognized (6 months ended June 30, 2025) | $251,333 | $981,211 | [Note 9 – Asset Purchase Agreement](index=60&type=section&id=Note%209%20%E2%80%93%20Asset%20Purchase%20Agreement) In February 2025, the Company acquired vehicles from Yoshi, Inc. for $1,229,000, with consideration including cash, common stock, and a note payable - The Company acquired vehicles from Yoshi, Inc. in February 2025; **$1,229,000** was reclassified to vehicles from a **$2,035,283** deposit on future asset purchase[311](index=311&type=chunk) - Consideration for the Yoshi asset purchase included **$1,250,000** in cash, **201,613 shares** of common stock (fair value **$535,283**), and a **$250,000** note payable[317](index=317&type=chunk) [Note 10 – Intangible Assets](index=61&type=section&id=Note%2010%20%E2%80%93%20Intangible%20Assets) Intangible assets, net, decreased to $4,829,998 due to amortization, primarily consisting of license agreements and tradenames acquired from STAT-EI, Inc. for $5,500,000 Intangible Assets - Net | Type | June 30, 2025 | December 31, 2024 | Estimated Useful Lives (Years) | | :-------------------- | :------------ | :------------------ | :----------------------------- | | License agreements | $4,900,000 | $4,900,000 | 15 | | Tradenames/trademarks | $600,000 | $600,000 | 5 | | Less: accumulated amortization | $(670,002) | $(446,668) | | | Intangibles - net | $4,829,998 | $5,053,332 | | - The Company acquired STAT-EI, Inc. in January 2024 for **$5,500,000**, recognizing **$4,900,000** in license agreements and **$600,000** in trademarks/tradenames[312](index=312&type=chunk)[316](index=316&type=chunk) - Amortization expense for the six months ended June 30, 2025, was **$223,334**, an increase from **$111,667** in the prior year[320](index=320&type=chunk) [Note 11 – Acquisition of Membership Interests in GSPP JEA Ingle FL, LLC – Accounted for as an Asset Acquisition – Solar Project Rights](index=62&type=section&id=Note%2011%20%E2%80%93%20Acquisition%20of%20Membership%20Interests%20in%20GSPP%20JEA%20Ingle%20FL,%20LLC%20%E2%80%93%20Accounted%20for%20as%20an%20Asset%20Acquisition%20%E2%80%93%20Solar%20Project%20Rights) Next/Ingle Holdings LLC acquired GSPP JEA Ingle FL, LLC for $3,929,161 in December 2024, accounted for as an asset acquisition of solar project rights - Next/Ingle Holdings LLC acquired GSPP JEA Ingle FL, LLC for **$3,929,161** in December 2024, which was accounted for as an asset acquisition because the acquired entity only held solar project rights and was not an operational business[323](index=323&type=chunk)[327](index=327&type=chunk) - The acquisition was funded by a **$5,000,100** loan from Cohen Global Energy, LLC, which owns the other **50%** of Next/Ingle Holdings LLC, but NextNRG retains unilateral governing control[324](index=324&type=chunk)[326](index=326&type=chunk) [Note 12 – Segment Reporting](index=63&type=section&id=Note%2012%20%E2%80%93%20Segment%20Reporting) NextNRG operates in two segments: Mobile Fuel Delivery, which generated all net sales, and Energy Infrastructure, which incurred a significant net loss - The Company operates in two reportable segments: Energy Infrastructure and Mobile Fuel Delivery[328](index=328&type=chunk) - Mobile Fuel Delivery provides on-demand fuel delivery services, while Energy Infrastructure focuses on AI/ML-powered smart microgrids, solar, battery storage, and wireless EV charging solutions[329](index=329&type=chunk)[330](index=330&type=chunk) Segment Financial Information (Six Months Ended June 30, 2025) | Metric | Energy Infrastructure | Mobile Fuel Delivery | Total | | :------------------------------------ | :-------------------- | :------------------- | :------------ | | Sales - net | $0 | $35,964,241 | $35,964,241 | | Total costs and expenses | $3,327,710 | $69,156,108 | $72,483,818 | | Net loss | $(6,119,828) | $(38,951,447) | $(45,071,275) | | Total Assets | $9,584,235 | $15,936,828 | $25,521,063 | Segment Financial Information (Six Months Ended June 30, 2024) | Metric | Energy Infrastructure | Mobile Fuel Delivery | Total | | :------------------------------------ | :-------------------- | :------------------- | :------------ | | Sales - net | $0 | $13,991,897 | $13,991,897 | | Total costs and expenses | $1,634,066 | $16,818,440 | $18,452,506 | | Net loss | $(3,027,782) | $(5,263,855) | $(8,291,637) | | Total Assets | $5,170,009 | $12,157,790 | $22,378,122 | [Note 13 - Subsequent Events](index=65&type=section&id=Note%2013%20-%20Subsequent%20Events) Subsequent to June 30, 2025, the Company issued common shares for consultants, loan extensions, and liability extinguishment, and entered new debt and lease agreements - Issued **651,337 common shares** to consultants and **180,000 shares** to extend the 'Alcourt Note' maturity to September 30, 2025[333](index=333&type=chunk) - Extinguished a **$2,325,000 liability** by issuing **1,081,395 restricted common shares** at **$2.15 per share** on July 11, 2025[334](index=334&type=chunk) - Entered a **$2,000,000 promissory note** on July 15, 2025, for working capital, with **18% interest** and **5% OID**, and issued **197,802 restricted shares** for interest and **126,373 shares** as commitment shares[334](index=334&type=chunk) - Leased fuel trucks and equipment totaling **$1,164,600** under a 36-month agreement with Equify Financial, LLC, on August 4, 2025[335](index=335&type=chunk) - Entered an agreement with Michael Weisz on August 8, 2025, for advisory board services, granting **1,250,000 common shares** subject to vesting and a **$10,000 monthly fee**[336](index=336&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=66&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses NextNRG's financial condition and results, highlighting revenue growth in mobile fuel delivery, increased operating expenses, substantial net losses, and ongoing liquidity challenges [Overview](index=66&type=section&id=Overview) NextNRG is an integrated ecosystem company leveraging AI and ML in renewable energy, energy infrastructure, battery storage, wireless EV charging, and on-demand mobile fuel delivery - NextNRG integrates AI/ML into renewable energy, energy infrastructure, battery storage, wireless EV charging, and mobile fuel delivery[341](index=341&type=chunk) - Core strategy involves a utility operating system and smart microgrids using AI-driven energy management, solar power, and battery storage to enhance efficiency, reduce costs, and improve grid resiliency for various commercial and governmental properties[342](index=342&type=chunk) - The company is expanding its mobile fuel delivery fleet and integrating sustainable energy solutions, aiming to assist fleet customers in transitioning to EV with wireless EV charging solutions[343](index=343&type=chunk) [Revenue Sources](index=66&type=section&id=Revenue%20Sources) NextNRG plans diverse revenue streams from solar PPAs, EV charging, SaaS, and hardware sales, but currently all revenues are from mobile fuel deliveries - Planned revenue sources include power purchase agreements (PPAs) for solar electricity, energy sales for wireless EV charging, SaaS agreements for energy management software, hardware licensing, and direct hardware sales[344](index=344&type=chunk)[345](index=345&type=chunk)[346](index=346&type=chunk)[347](index=347&type=chunk)[348](index=348&type=chunk)[349](index=349&type=chunk) - Potential customers span property owners, utilities, government, car manufacturers, and fleet owners[350](index=350&type=chunk) - For the six months ended June 30, 2025, all revenues were derived from mobile fuel deliveries, which include on-demand and subscription services for consumers and commercial fleets[351](index=351&type=chunk) [Recent Developments](index=68&type=section&id=Recent%20Developments) Recent developments include the Next Holding acquisition, CEO appointment, a $15,000,000 public offering, and multiple debt agreements, many personally guaranteed by the CEO - On February 13, 2025, the Company completed the acquisition of Next Holding, issuing **100,000,000 common shares**, making Next Holding a wholly-owned subsidiary[357](index=357&type=chunk) - Michael D. Farkas was appointed Chief Executive Officer and Executive Chairman on February 14, 2025[358](index=358&type=chunk) - On February 18, 2025, the Company closed a public offering of **5,000,000 common shares** at **$3.00 per share**, raising **$15,000,000** in gross proceeds, with net proceeds of approximately **$13.3 million**[359](index=359&type=chunk)[362](index=362&type=chunk) - The Company entered into multiple Merchant Cash Advance (MCA) agreements (Redstone, Mr. Advance, WCG, Venture Debt, Funders App) and promissory notes (Alcourt, May 5, May 9, May 19, May 20, June 10), many personally guaranteed by CEO Michael D. Farkas[366](index=366&type=chunk)[369](index=369&type=chunk)[371](index=371&type=chunk)[372](index=372&type=chunk)[375](index=375&type=chunk)[377](index=377&type=chunk)[378](index=378&type=chunk)[379](index=379&type=chunk)[380](index=380&type=chunk)[389](index=389&type=chunk)[391](index=391&type=chunk)[394](index=394&type=chunk)[396](index=396&type=chunk) - The Company issued **250,000 warrants** to the underwriter as compensation, exercisable at **$3.75 per share**[363](index=363&type=chunk) [Financial Overview](index=75&type=section&id=Financial%20Overview) NextNRG reported significant revenue growth but incurred substantial net losses of $36,133,274 and $45,071,275, with cash used in operations and an accumulated deficit of $112,770,877 Key Financial Highlights | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------ | :---------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | | Revenues | $19,691,568 | $7,394,778 | $35,964,241 | $13,991,897 | | Net loss | $(36,133,274) | $(5,616,385) | $(45,071,275) | $(8,291,637) | | Cash flows used in operating activities | N/A | N/A | $(6,336,312) | $(8,331,359) | | Accumulated deficit (as of June 30, 2025) | N/A | N/A | $(112,770,877) | N/A | [Results of Operations](index=75&type=section&id=Results%20of%20Operations) NextNRG saw substantial revenue growth driven by mobile fuel delivery expansion, but a significant increase in general and administrative expenses, particularly a $25.5 million stock-based compensation grant, led to a magnified net loss Consolidated Results of Operations | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | | Revenues | $19,691,568 | $7,394,778 | $35,964,241 | $13,991,897 | | Cost of sales | $18,121,752 | $6,847,452 | $33,876,456 | $12,982,785 | | Operating expenses | $31,779,768 | $2,766,945 | $37,318,273 | $4,695,900 | | Depreciation and amortization | $555,752 | $380,834 | $1,289,088 | $773,821 | | Operating loss | $(30,765,704) | $(2,600,453) | $(36,519,576) | $(4,460,609) | | Other expense | $(5,367,570) | $(3,015,932) | $(8,551,698) | $(3,831,028) | | Net loss | $(36,133,274) | $(5,616,385) | $(45,071,274) | $(8,291,637) | - Revenue growth was primarily driven by an expanded customer base, strategic fleet partnerships, and enhanced technology and marketing in mobile fuel delivery[399](index=399&type=chunk)[402](index=402&type=chunk)[411](index=411&type=chunk) - Operating expenses increased by **$29,012,823** for the three months and **$32,622,373** for the six months ended June 30, 2025, primarily due to a **$25.5 million stock-based compensation grant** to employees and consultants[400](index=400&type=chunk)[410](index=410&type=chunk) - Interest expense increased by **$1,242,648 (40.39%)** for the three months and **$3,191,031 (80.68%)** for the six months ended June 30, 2025, mainly due to amortization of debt discounts and new borrowings[403](index=403&type=chunk)[407](index=407&type=chunk)[412](index=412&type=chunk)[415](index=415&type=chunk)[418](index=418&type=chunk) - Net loss increased by **543.35%** for the three months and **443.58%** for the six months ended June 30, 2025, largely due to the significant stock-based compensation expense[406](index=406&type=chunk)[415](index=415&type=chunk) [Non-GAAP Financial Measures](index=79&type=section&id=Non-GAAP%20Financial%20Measures) NextNRG uses Adjusted EBITDA as a non-GAAP measure, which for the six months ended June 30, 2025, showed a significant loss of $(10,640,661) due to higher stock-based compensation - Adjusted EBITDA is a non-GAAP measure used to analyze financial performance, excluding net interest expense, taxes, depreciation, amortization, impairment, and stock compensation expense[417](index=417&type=chunk) Adjusted EBITDA Reconciliation | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | | Net loss | $(36,133,274) | $(5,616,385) | $(45,071,274) | $(8,291,637) | | Interest expense | $4,319,031 | $3,076,383 | $7,642,428 | $3,955,279 | | Depreciation and amortization | $555,752 | $380,834 | $1,289,088 | $773,821 | | Stock-based compensation | $25,499,097 | $251,334 | $25,499,097 | $251,334 | | Adjusted EBITDA | $(5,759,394) | $(1,907,834) | $(10,640,661) | $(3,311,203) | [Liquidity and Capital Resources](index=81&type=section&id=Liquidity%20and%20Capital%20Resources) NextNRG's cash balance increased to $2,652,838, but the company faces an accumulated deficit of $112,770,877 and relies heavily on external financing, raising substantial doubt about its going concern ability Cash and Cash Equivalents | Metric | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :------------------------ | :------------ | :------------ | :--------- | :--------- | | Cash and cash equivalents | $2,652,838 | $334,067 | $2,318,771 | 6,806.50% | - Net cash used in operating activities was **$6,336,312** for the six months ended June 30, 2025, primarily due to a net loss of **$45,071,275**, partially offset by non-cash adjustments including **$25.5 million** in stock-based compensation[425](index=425&type=chunk) - Net cash provided by financing activities was **$6,845,183** for the six months ended June 30, 2025, including **$13,669,129** from offerings and **$11,468,849** from notes, offset by **$19,549,80** in repayments[427](index=427&type=chunk) - The Company has an accumulated deficit of **$112,770,877** and a working capital deficit of **$29,827,283** as of June 30, 2025, creating substantial doubt about its ability to continue as a going concern[428](index=428&type=chunk)[434](index=434&type=chunk)[439](index=439&type=chunk) - Management's strategic plans include expanding into new markets, obtaining additional debt/equity financing, collaborating with other businesses, and acquiring companies to enhance growth[441](index=441&type=chunk)[444](index=444&type=chunk) [Critical Accounting Policies and Estimates](index=84&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section details critical accounting policies and estimates, including consolidation, business combinations, segment reporting, revenue recognition, and stock-based compensation, highlighting the significant judgments involved - The Company's critical accounting policies involve significant estimates and assumptions, including allowance for doubtful accounts, inventory reserves, valuation of stock-based compensation, and impairment of long-lived assets[443](index=443&type=chunk)[460](index=460&type=chunk)[464](index=464&type=chunk) - The Company applies ASC 810 for consolidation, ASC 805 for business combinations and asset acquisitions, and ASC 280 for segment reporting, with retrospective adjustments for common control mergers[446](index=446&type=chunk)[447](index=447&type=chunk)[454](index=454&type=chunk) - Revenue recognition follows ASC 606, identifying distinct performance obligations for fuel sales (at delivery) and membership fees (over time), with the Company acting as the principal[509](index=509&type=chunk)[510](index=510&type=chunk)[514](index=514&type=chunk)[520](index=520&type=chunk)[521](index=521&type=chunk)[522](index=522&type=chunk) - Stock-based compensation is accounted for under ASC 718, using the fair value method for both employees and non-employees, with compensation cost recognized over the vesting period[539](index=539&type=chunk)[541](index=541&type=chunk) - The Company adopted ASU 2023-07 (Segment Reporting) on January 1, 2024, with no material impact, and is assessing ASU 2023-09 (Income Tax Disclosures) and ASU 2024-03 (Expense Disaggregation Disclosures)[558](index=558&type=chunk)[559](index=559&type=chunk)[561](index=561&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=101&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that the Company has no applicable quantitative and qualitative disclosures about market risk - The Company has no applicable quantitative and qualitative disclosures about market risk[563](index=563&type=chunk) [Item 4. Controls and Procedures](index=101&type=section&id=Item%204.%20Controls%20and%20Procedures) As of June 30, 2025, the Company's disclosure controls and procedures were deemed ineffective due to insufficient accounting personnel, leading to inadequate segregation of duties and oversight - As of June 30, 2025, the Company's disclosure controls and procedures were deemed not effective[564](index=564&type=chunk) - The ineffectiveness is due to a lack of sufficient accounting personnel, resulting in inadequate segregation of duties, untimely reviews, and insufficient oversight over financial reporting[565](index=565&type=chunk) - No changes in internal control over financial reporting materially affected the controls during the quarter ended June 30, 2025, but management's conclusion on effectiveness was revised due to resource constraints[566](index=566&type=chunk) [PART II - OTHER INFORMATION](index=102&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=102&type=section&id=Item%201.%20Legal%20Proceedings) The Company is involved in various claims but is not aware of any material legal proceedings that would significantly affect its business or financial position - The Company is not aware of any legal proceedings currently pending or threatened that would materially affect its business, financial position, or results of operations[570](index=570&type=chunk) [Item 1A. Risk Factors](index=102&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, NextNRG is not required to disclose material changes to risk factors in this quarterly report - As a smaller reporting company, NextNRG is not required to disclose material changes to risk factors in this quarterly report[571](index=571&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=102&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details unregistered equity sales, including 100,000,000 common shares for the Next Holding acquisition, a preferred stock distribution, a public offering, and shares issued for services and loan fees - Issued **100,000,000 common shares** as consideration for the Next Holding acquisition, with **50,000,000** vested on February 13, 2025, and the remainder subject to vesting/forfeiture[572](index=572&type=chunk) - Effectuated a non-cash distribution of **1,400,000 Series B convertible preferred stock** to the CEO on February 13, 2025, prior to the common control merger[573](index=573&type=chunk) - Sold **5,000,000 common shares** in a public offering for gross proceeds of **$15,000,000**, with an additional **75,378 shares** sold for **$226,134** under an over-allotment option[574](index=574&type=chunk)[575](index=575&type=chunk) - Issued **410,774 common shares** for services rendered (fair value **$1,468,391**) and **41,437 common shares** as a loan extension fee (fair value **$150,000**)[576](index=576&type=chunk)[577](index=577&type=chunk) - Issued **93,576 common shares** to settle **$258,271** in accrued Series A and B preferred stock dividends[578](index=578&type=chunk) [Item 3. Defaults Upon Senior Securities](index=103&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section states that there are no defaults upon senior securities to report - Not applicable; no defaults upon senior securities[580](index=580&type=chunk) [Item 4. Mine Safety Disclosures](index=103&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that there are no mine safety disclosures to report - Not applicable; no mine safety disclosures[581](index=581&type=chunk) [Item 5. Other Information](index=103&type=section&id=Item%205.%20Other%20Information) This section reports no material changes to Board nominee procedures and no adoption or termination of Rule 10b5-1 trading arrangements by directors or officers - No material changes to procedures for recommending Board nominees[582](index=582&type=chunk) - No director or officer adopted or terminated Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements during the last fiscal quarter[583](index=583&type=chunk) [Item 6. Exhibits](index=103&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including various promissory notes, lease agreements, stock purchase agreements, and certifications - The exhibits include various promissory notes, lease agreements, stock purchase agreements, and certifications, with references to their original filings or indication of being filed herewith[584](index=584&type=chunk)[585](index=585&type=chunk) [Signatures](index=105&type=section&id=Signatures) The report is signed by Michael D. Farkas, CEO, and Joel Kleiner, CFO, on August 14, 2025, certifying its submission - The report is signed by Michael D. Farkas, Chief Executive Officer, and Joel Kleiner, Chief Financial Officer, on August 14, 2025[589](index=589&type=chunk)

Financial Data and Key Metrics Changes - Revenue for Q1 2025 reached $16.3 million, representing a 146% increase year over year from $6.6 million in Q1 2024 [4][8] - Delivery volumes surged to over 4.7 million gallons, a staggering 183% increase from 1.7 million gallons in Q1 2024 [5] - Cost of sales increased to $15.8 million from $6.1 million in the previous year, resulting in a gross profit of approximately $517,000 [8] - Operating expenses totaled $6.3 million, leading to a loss from operations of $5.8 million, up from $1.9 million in the same period last year [9] - Net loss available to common shareholders was $8.9 million or $1.6 per share, compared to $2.7 million or $1.48 per share in Q1 2024 [9][10] - Cash at the end of the quarter was $2.1 million, a 31% increase from $1.6 million at year-end [10] Business Line Data and Key Metrics Changes - The mobile fueling operations have expanded significantly, now live in more than a dozen major cities [12] - The technology pipeline includes developments in smart microgrids and wireless EV charging, indicating a strong focus on innovation [6][12] Market Data and Key Metrics Changes - The company has expanded its footprint across multiple new states, reflecting a growing demand for its fueling solutions [6] - Accounts receivables more than doubled to $3.9 million from $1.6 million in Q1 2024, indicating strong sales momentum [10] Company Strategy and Development Direction - The company is focused on five growth initiatives: smart microgrid deployment, wireless EV charging, mobile fueling operations, SaaS and licensing models, and partnerships for financing and technology advancement [11][12] - The strategy emphasizes the integration of mobile logistics, AI-powered energy infrastructure, and clean transportation [12] Management's Comments on Operating Environment and Future Outlook - Management views the first quarter of 2025 as a transformational period, highlighting the strength of their vision and execution [4] - The company is positioned to define the future of energy through innovative solutions and strategic partnerships [6][11] Other Important Information - The company successfully raised over $50 million in equity financing during the quarter, reflecting confidence in its strategy [10] Q&A Session Summary Question: Where are you with wireless charging? - The company is developing a prototype pilot in Southern Florida, incorporating wireless charging and bidirectional capabilities, which is a first globally [15][16] Question: How do you view NextEra Energy's differentiation versus other mobile fueling or microgrid players in the market? - The company offers a unique combination of services, including internal combustion engine fueling, charging services, and smart microgrid technology, which sets it apart from competitors [18][21] Question: Can you talk about AI-powered energy infrastructure and examples of its implementation? - The company has developed AI technology in collaboration with Florida PowerLight, which has significantly improved utility efficiency and reduced electricity costs for consumers [22][24]

Financial Data and Key Metrics Changes - Revenue for Q1 2025 reached $16.3 million, representing a 146% increase year over year from $6.6 million in Q1 2024 [4][8] - Delivery volumes surged to over 4.7 million gallons, a staggering 183% increase from 1.7 million gallons in Q1 2024 [5] - Cost of sales increased to $15.8 million from $6.1 million in the previous year, resulting in a gross profit of approximately $517,000 [8] - Operating expenses totaled $6.3 million, leading to a loss from operations of $5.8 million, up from $1.9 million in the same period last year [9] - Net loss available to common shareholders was $8.9 million or $1.6 per share, compared to $2.7 million or $1.48 per share in Q1 2024 [9][10] - Cash at the end of the quarter was $2.1 million, a 31% increase from $1.6 million at year-end [10] Business Line Data and Key Metrics Changes - The mobile fueling operations significantly contributed to revenue growth, with expansion into multiple new states and onboarding major national accounts [5][6] - The technology pipeline includes developments in smart microgrids and wireless EV charging, indicating a strong focus on innovation [6] Market Data and Key Metrics Changes - The company is expanding its footprint across the nation, indicating a growing demand for its fueling solutions [5] - The partnership with the world's largest e-commerce company highlights the caliber of the company's capabilities in the market [5] Company Strategy and Development Direction - The company is focused on five bold growth initiatives, including smart microgrid deployment, wireless EV charging, and activating new revenue streams through SaaS and licensing models [11][12] - A partnership with an industry financer in the sustainable energy sector is being finalized to secure financing and advance technology [12] Management's Comments on Operating Environment and Future Outlook - Management views the first quarter as a transformational period, emphasizing the strength of their vision and execution [4] - The company is positioned at the nexus of mobile logistics, AI-powered energy infrastructure, and clean transportation, indicating a forward-looking strategy [12] Other Important Information - The company raised over $50 million in equity financing during the quarter, reflecting confidence in its strategy and providing capital for expansion [10] Q&A Session Summary Question: Where are you with wireless charging? - The company is developing a prototype pilot in Southern Florida, incorporating wireless charging and bidirectional capabilities, with significant interest from customers in logistics and warehousing [15][16] Question: How do you view NextEra Energy's differentiation versus other mobile fueling or microgrid players in the market? - The company offers a unique combination of services, including internal combustion engine fueling, charging services, and smart microgrid technology, which sets it apart from competitors [17][18][19][20][21] Question: Can you talk about AI-powered energy infrastructure and examples of its implementation? - The company has developed AI and machine learning technology in collaboration with Florida PowerLight, significantly improving utility efficiency and reducing electricity costs for consumers [22][23][24][25][26]

Financial Position - As of March 31, 2025, accounts receivable totaled $3,985,715, with a net amount of $3,903,943 after an allowance for doubtful accounts of $81,772[125]. - Inventory as of March 31, 2025, was valued at $221,113, an increase from $126,400 as of December 31, 2024[130]. - The company reported no deferred revenue as of March 31, 2025, and December 31, 2024, indicating all revenue was recognized upon delivery or over time[188]. - The Company reported total property and equipment of $8,986,618 as of March 31, 2025, an increase from $7,539,507 as of December 31, 2024, reflecting growth in assets[243]. - Total accounts payable and accrued liabilities increased to $2,252,020 as of March 31, 2025, up from $1,721,527 as of December 31, 2024[249]. - The total face amount of notes payable as of March 31, 2025, is $20,428,886, with a total debt discount of $(2,413,365) and total repayments of $(14,275,603) resulting in a net amount of $15,195,788[258]. Revenue Recognition - The company generated all revenues for the three months ended March 31, 2025, from mobile fuel sales, with revenue recognized at the time of delivery[170]. - Revenue from fuel sales is recognized at the time of delivery, while membership revenue is recognized at the end of each month, reflecting the satisfaction of performance obligations over time[169]. - Fuel sales accounted for $15,857,380, or 97.45% of total revenue in Q1 2025, compared to $6,403,612, or 97.07% in Q1 2024[189]. - The company recognizes revenue on a gross basis in fuel sales transactions, acting as the principal in these transactions[182]. Customer and Supplier Concentration - Customer A accounted for 43.09% of total sales for the three months ended March 31, 2025, compared to 0.00% in the same period of 2024, indicating a significant concentration risk[138]. - Total accounts receivable from major customers (A, B, and C) represented 58.84% of total accounts receivable as of March 31, 2025, up from 46.10% in 2024, highlighting increased reliance on a few key customers[140]. - Vendor A accounted for 51.57% of total vendor purchases for the three months ended March 31, 2025, compared to 0.00% in 2024, indicating a high dependency on a limited number of suppliers[141]. - The company actively seeks to diversify its customer base to reduce reliance on a small number of key accounts, which is part of its risk mitigation strategy[144]. Debt and Financing - The company has multiple loans with a 0% interest rate, indicating a strategy to minimize financing costs[258]. - The company has a significant amount of unsecured loans, totaling $20,428,886, which may impact its risk profile[258]. - The company entered into five unsecured, non-interest-bearing notes totaling $5,000,000 in October 2024, which were fully repaid in February 2025[283]. - The company executed a two-month loan for $2,500,000 in December 2024, incurring transaction fees of $440,000, and repaid the loan in March 2025[271]. - The company refinanced existing MCA loans to manage liquidity, which may lead to higher cumulative borrowing costs due to upfront fees and compounding effects[264]. Expenses and Costs - Marketing and advertising costs increased to $65,186 in Q1 2025 from $24,506 in Q1 2024, reflecting a rise of approximately 166.5%[207]. - Depreciation and amortization expense for Q1 2025 was $588,172, compared to $281,320 for Q1 2024, indicating a significant increase in asset utilization[248]. Risk Management - The company evaluates and discloses risks that could materially affect its financial condition, including industry cyclicality and macroeconomic conditions[102]. - The company has implemented credit risk management by regularly reviewing customer creditworthiness and adjusting credit terms as necessary[144]. - The company is responsible for fulfilling the obligation of delivering fuel to customers and is exposed to inventory risk due to fuel procurement[185]. Tax and Valuation - The company has recorded a full valuation allowance against its deferred tax assets, resulting in a net carrying amount of $0 as of March 31, 2025[201]. - The Company is assessing the impact of ASU 2023-09 on its income tax disclosures, which may enhance reporting requirements starting after December 15, 2024[236].