Upexi - Q4 2023

Transcript

Operator (participant)

Good day, and welcome to the Upexi Inc. 2023 Fiscal Year-End Financial Results Conference Call. Please note that today's call is being recorded. We will also be having a brief question-and-answer session. I would now like to turn the conference over to Valter Pinto; Managing Director at KCSA Strategic Communications. Please go ahead.

Valter Pinto (Managing Director in the Investor Relations)

Thank you, operator. Good evening, and welcome everyone to the Upexi 2023 Fiscal Year-End Financial Results Conference Call. I'm joined today by Allan Marshall; Chief Executive Officer, and Andrew Norstrud; Chief Financial Officer. Before we begin, I'm going to remind everyone that statements made during today's conference call may be deemed forward-looking statements within the meaning of the Safe Harbor of the Private Securities Litigation Reform Act of 1995. Act. Actual results may differ materially due to a variety of risks, uncertainties, and other factors. For a detailed discussion of some of the ongoing risks and uncertainties in the company's business, I refer you to the press release issued this evening and filed with the SEC on Form 8-K, as well as the company's reports filed periodically with the SEC.

The company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless otherwise required by law. In addition, during the course of the call, we may refer to non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States, and that may be different from from non-GAAP financial measures used by other companies. The reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures are contained in our earnings release issued this evening, unless otherwise noted. I'd now like to turn the call over to Upexi CEO, Allan Marshall.

Allan Marshall (CEO)

Thank you, and welcome to our 2023 Fscal Full Year Financial Results Conference Call. We're extremely happy with where we ended 2023, which proved to be a difficult environment to navigate. We were able to grow despite exponential increases in interest rates and a difficult equity market for growth companies. We successfully acquired high-growth and profitable businesses while divesting and monetizing assets non-core to our long-term strategy. As a result, we have emerged as a high-growth e-commerce and recommerce retailer. We're not just a brand owner. Our ecosystem, driven by data and AI, integrates popular brands, robust distribution channels, and first-class partnerships such as Disney, that, in our opinion, is uniquely transforming the way retail is operated.

This business model positions us well for continued margin expansion while providing a path to further cash flow and significant revenue growth year over year. Let me begin with our e-commerce brands in the non-discretionary sector of health, wellness, pet, and educational toys. VitaMedica, our health and wellness brand, purchased in late 2021, has been a stable growth driver for our business since acquisition. The product line has experienced organic growth of 88% since acquisition. This is a perfect example of us executing on our business model. With VitaMedica, we successfully purchased an already growing brand, optimized its sales performance, and expanded its margin year over year. We expect growth to further accelerate as we launch new complementary products like acne treatments later this year.

We acquired LuckyTail in August 2022, providing us with an interest into the pet category through unique products sold via Amazon and direct to consumerscurrently . While the existing LuckyTail product line continues to perform, true to our model, we recently launched a complementary product line of all-natural pet supplements. We are offering these via subscription and in bundles, delivering more value to our loyal pet owner customers. This launch is the first of many planned LuckyTail product launches, which we expect will solidify the brand as a top source connecting pet parents with their pet care needs. In October 2022, we acquired Tytan Tiles, our popular children's educational toy brand. We initially launched Tytan in 1,900 Walmart stores and quickly outpaced our initial sales projections.

We currently are available in over 3,900 Walmart stores, with several other big box retailers currently carrying the products, and a push for even more in 2024. Growth of retail is complemented by Tytan's licensing agreement with Disney and its brands, including Frozen, Lion King, and Toy Story. We will be developing and launching new branded products under this agreement. We plan for these products to be launched on Amazon, direct to consumer, and into Upexi's big box retail channels, with the initial launch planned for the 2023 holiday season. You will notice commonality across each brand strategy. Each are uniquely positioned in high-growth markets with an already existing revenue stream, cash flow, and customer base. From an operating perspective, we have successfully incorporated synergies to manage expenses and maximize margins.

From a growth perspective, we bolt on additional distribution channels by leveraging our existing relationships to add new complementary SKU offerings to increase our ARPU over time. Now I'll turn to recommerce. In April 2022, we acquired 55% interest in Cygnet Online, our high-volume recommerce provider with 1,200 active SKUs of branded OTC products. In April, we acquired the remaining 45% interest in Cygnet, solidifying our Upexi Amazon re-commerce strategy for the future, while reducing the overall cost and structure for the business... Closing the deal early offered significant savings and the opportunity to purchase Cygnet at a discount to next year's overall anticipated costs. As part of our acquisition strategy of Tytan Tiles brand, in October 2022, we acquired e-commerce E-Core Technology and NETi.

That in addition to selling Tytan Tiles, is also the recommerce provider for overstocked and discontinued merchandise for hundreds of retailers. Revenues for brands and recommerce in 2023 was $80.7 million, an increase of 250% year-over-year as compared to $23.1 million for the same period in the prior year. We remain on track for our year-end guidance and have seen strength in our business to start our first quarter of 2024. Revenues look on track to be our biggest quarter in the company's history, and we are hopeful this continues in the quarters to come. As announced, we have sold our Interactive Offers division and taken back our in-house manufacturing business due to the defaulted payments of Bloomios.

The sale of IO was necessary in today's market, as growth capital was not available for the investments needed to recognize the future we saw, the future value we saw with IO. The sale also eliminates the monthly losses and makes the overall company more profitable immediately. The defaulted Bloomios transaction was obviously disappointing, but we remain committed to continuing our manufacturing business and we'll push to monetize that business while utilizing the low cost of our manufacturing to drive higher margin in some of our products. The company today is on a more focused business trajectory and will continue to push for growth and profitability for the future. I will now pass the call over to Upexi CFO, Andrew Norstrud, to discuss our financial results in more detail. Andrew?

Andrew Norstrud (CFO)

Thank you, Allan. In accordance with the rules regarding the presentation of discontinued operations, the assets, liabilities, and activities of Infusions, along with certain manufacturing operations and Interactive Offers, have been reclassified as discontinued operations for all periods presented. The reclassification of Infusions and related operations, along with Interactive Offers, reduced our sales by approximately $4,066,000 and $21,520,000 for the years 2023 and 2022, respectively, and is excluded from the following comparison of operations during the years ended June 30th, 2023, and 2022. Revenue increased by $57,611,165, or 250% for the fiscal year ended June 30th, 2023, compared with the fiscal year ended June 30, 2022.

$41,041,341, or 71% of the increase, was related to the acquisitions of the LuckyTail brand and E-Core Technology, Inc., the 2023. Approximately 33%, or $18,848,230, was related to the acquisitions of Cygnet Online, LLC, and VitaMedica, Inc., the 2022 acquisitions. Compared to the prior year period, this was offset by a decline in other businesses of approximately 4%. Cost of revenue increased by $38,922,000, or 475%, compared to the fiscal year ended June 30th, 2022.

$31,144,000 of this, or 88% of the increase, was related to the 2023 acquisitions, and approximately $8,640,000, or 22%, was related to the 2022 acquisitions. The gross profit overall increased by $18,688,000. The gross margin decline of approximately 22% to 42%, compared to 64% in the prior year, was related to the sales from the recommerce business versus the sales of branded products. Management expects the gross margin to improve as the branded product segment continues to grow as a percentage of the overall sales, and we continue to gain economies of scale in our purchasing of products.

Sales and marketing expenses increased by approximately $5.259 million or 103% compared to the same period last year. $2.396 million of this, or 46% of the increase, was related to the 2023 acquisitions, and approximately $1.373 million of this increase, or 26%, was related to the 2022 acquisitions. There was an increase of approximately $1.4 million, or 28%, related to the other businesses. The increase in sales and marketing was primarily related to the acquisitions and increased expenditures for brand and company awareness. However, management has aligned the marketing expenditures with the expected growth strategy to decrease the overall percentage of sales and marketing to costs.

Distribution costs increased $10,155,000, or $459,000 compared to the same period last year. $1,850,000, or 18% of this increase, was related to the 2023 acquisitions, and approximately $7,306,000, or 72% of the increase, was related to the 2022 acquisitions and the rest of the business. There continues to be an increase in transportation costs and third-party provider rates. Management has implemented strategies to change promotions, increase prices, and adjust packaging overall to decrease the distribution costs to sales, and is in the process of consolidating distribution centers, including closing the California facility as of July 1st,, 2023.

General and administrative expenses increased by approximately $400,000 or 4% compared to the same year, the prior year. General administrative expenses increased by $2,332,000 from 2023 acquisitions, with the remainder of the business had a decrease in general administrative expenses of approximately $1,928,000. Management has actively been reducing general administrative costs by consolidating administrative functions and capitalizing the overall size of the company. Management will continue to implement these strategies to decrease the percentage of general administrative expenses when compared to total sales. Other operating expenses increased by $3.9 million, or 80%, with the same period as last year. These increased expenses are primarily non-cash expenses, increased based on intangible assets created with the acquisitions and continued amortization of stock compensation.

1,612,000, or 41%, was related to the 2023 acquisitions of acquired intangible assets, and 1,616,000, or 41% of the increase, was related to the 2022 acquisitions, amortization of acquisitions, intangible assets. The remaining increase of approximately 700,000 was related to increased stock-based compensation and depreciation. Other expenses increased by approximately $11 million, which is primarily the loss recognized on the sale of the Infusions and related assets and the reserves against the amounts owed to the company by the, from the buyers, the impairment of Interactive Offers, intangible assets, and an increase in the interest expense, both on acquisition debt and the termination of the $15 million senior debt facility on October 1, 2022.

Management estimates the cash paid for interest for the year ended June 30, 2024, to be approximately $1.4 million. The loss from discontinued operations of Interactive Offers was $1,729,000 and $1,160,000 for the years ended June 30th, 2023 and 2022, respectively. The loss from discontinued operations of Infusions in the related businesses was approximately $338,000 for the year ended June 30th, 2023, and income of $4.9 million for the year ended June 30th, 2022. The company had net losses of approximately $16,930,000, compared to net losses of approximately $2.1 million in the prior year.

The increase in net losses is primarily related to the above-mentioned items, which was offset by the net loss attributed to the non-controlling interest of our consolidated subsidiary. On June 30th, 2023, the company had cash of approximately $4.4 million, working capital of $5.8 million, and availability on the line of credit of over $6 million. On September 30th, 2023, the line had over $9.8 million of availability. At this time, I'd like to open up the call for questions. Operator?

Operator (participant)

Thank you. We'll now be conducting a question and answer session. If you'd like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press Star two if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star key. One moment, please, while we pull for questions. Thank you. Our first question is from Aaron Grey with Alliance Global Partners. Please proceed with your question.

Aaron Grey (Managing Director and Head of Consumer/Cannabis Research)

Hi, good evening, and thank you for the questions tonight, guys. So first one for me, just want to talk a little bit about the fiscal four Q. So just based on, off of our model, you know, it looks like revenue was a little bit softer in the quarter. It looks like that was deliberate because profitability improved pretty meaningfully. So can you just talk about some of the dynamics there, specifically the fourth Q? You know, even it came in well above our expectations, despite the lower revenue. So was there some lower margin revenue that you bypassed? If you kind of walk through some of the puts and takes there in the fourth quarter, that'd be appreciated. Thank you.

Allan Marshall (CEO)

Hey, Aaron, it's Allan Marshall. You know, a lot of things are changing. You know, things have been changing in the market, especially with all the changes. So Amazon taking product in was much slower. Usually, we could turn products in and out of there in a week. It's been three, four, five weeks, sometimes in some locations. So I think that's just a result of a lot of companies, you know, cutting back on what they have available, people, staff, making all those changes. So I think some of the revenue got pushed forward. The overall profitability and EVA is just... We've been really working on, as we talked about, on cutting costs. Still going on. Like, we cut the California facility.

We got, you know, a lot of smaller opportunities to really increase profitability here going forward. So general, we did see a little softness in June. We didn't expect at the beginning of June, but then it really kind of picked up in July, like we, which is why we're pretty comfortable, you know, what we projected for the next quarter.

Aaron Grey (Managing Director and Head of Consumer/Cannabis Research)

Yeah, no, that's great to hear. So yeah, if I'm back in Q4, it looks like I did 8%, you know, EBITDA margin, which is tracking ahead, where you guys had been doing for your guidance before. And it sounds like you still got some more, you know, levers to pull in terms of the efficiency levers there. So that's great to hear.

Andrew Norstrud (CFO)

Yeah, we're on track. Hopefully on track, but it is just, you know, takes a long time to kind of turn the ship around once you're switching from that kind of growth to value.

Aaron Grey (Managing Director and Head of Consumer/Cannabis Research)

Yeah, definitely. So just in terms of the guidance. With the Blue Mills business. So first of all, Blue Mills, so it sounds like you're going to, at least in the early days, kind of continue operating the manufacturing versus potentially looking at other monetization options. So can you talk about if that's the case? And then secondly, is that part, when is that coming back into the P&L, as of what date, and the contributions to the fiscal year one, two guidance that you just provided?

Allan Marshall (CEO)

So I'll speak to the business part of it. It was, you know, it was, I mean, the business was kind of always ours, which really was technically never. Our manufacturing business that we keep for in-house is has always been maintained by us, even through the Blue Mills transaction, just because of the issues we had. So, I mean, now we'll look to expand into new business there and or find value with that business. But because of just ongoing things between Blue Mills and ourselves, we don't really want to talk too much about operations on that side. But I can we can turn over to Andy here. I believe it was some of the revenue went into the quarter, but I'm not sure.

Actually, actually none of it did. So partial revenue will be coming into, into this current Q. But Andy, if you want to give exact dates, that's great.

Andrew Norstrud (CFO)

Yeah. One of the things that is difficult is that there are still vendors and some of the stuff that was just left open at the end of when basically terminated the stuff with Blue Mills. So the exact numbers and how much it'll impact the first quarter of ours, which is, you know, this next quarter, July through September, is still a little bit up in the air because we've got to clean up all that stuff and get all the reporting back to be done. But there will be some impact to the current quarter or the first quarter.

There was nothing in the through June 30th, but we'll have a slight amount, and if it changes our estimates any, we'll let you know, but that's still kind of up in the air just because of finishing out things that they left undone.

Aaron Grey (Managing Director and Head of Consumer/Cannabis Research)

So, just to clarify, that $26 -27 million does not include any of the Blue Mills revenues?

Andrew Norstrud (CFO)

Correct. Doesn't include any Blue Mills.

Aaron Grey (Managing Director and Head of Consumer/Cannabis Research)

Okay, great. All right, that's great to hear. Any color you can provide on the quarter? I think it usually comes out in the Q, but if you could provide it now in terms of the different, you know, revenue segments, you know, what drove, I know it's down, you know, sequentially, so kind of what drove it between, you know, maybe some of the B2B, like E-Core, or Cygnet, or if it was more the VitaMedica or otherwise, kind of drove some of the sequential softness that we saw.

Allan Marshall (CEO)

I don't really want to call it sequential softness, just because we really haven't had all these businesses through that time. Like, we've let—I think we spoke about this earlier when people were like, "Well, maybe you could do 100..." And, you know, we're still learning, you know, the customer, the cadence of some of these businesses we've purchased, finding time, finding ways to, you know, to normalize that revenue, new product launches. So, I mean, I do think a little bit was pushed out just because of the consumer. Like I said, it was really a little quiet early, like, late May, early June, like, after that. But then it started to pick back up again and then pick back up again, you know, dramatically in July.

So I don't know if it's softness or if it's just where the businesses we have right now run, but I mean, obviously our goal is to normalize and you know, kind of create more opportunities and just you know, continue to grow that. So I kind of don't want to call it softness at this point because I'm just not sure.

Aaron Grey (Managing Director and Head of Consumer/Cannabis Research)

Yeah, no, that's fair enough. I mean, especially with the, the guidance you have for the first quarter, kind of basically jumps back to, to what the run rate people were at, at least I was expecting there. Okay, so-

Allan Marshall (CEO)

I mean, there's a lot of things going on, right? Like, there's a little, you know, the consumer, the news, the interest. Like, it does affect behavior, or like I said, it really affected behavior after that said meeting, like, in May, and, like, got really quiet, and then it seemed to all, you know, all pass.

Aaron Grey (Managing Director and Head of Consumer/Cannabis Research)

No, no, that makes sense. Starting to gear up now for, you know, the holiday, you know, just touching to fourth Q, right? So a lot of anticipation given the initiatives that you guys have ongoing for that being, you know, a very nice quarter for you guys on the top line front. So everything tracking in terms of, you know, expectation with the Disney expanded brick-and-mortar and the initiatives you have to where you feel confident you might be able to see, you know, a nice boost from those initiatives come calendar fourth Q, your fiscal 2Q?

Allan Marshall (CEO)

We, you know, you know, through all our quarters, we've seen significant boosts in that, you know, in that quarter, even, even in third and then more in fourth. So there's nothing that tells us that's, that's not the case right now. And obviously, we need it to be a, you know, a little bit higher than, than, than the average, to make where we're, you know, we're shooting for for, for, for this fiscal year. So, historically, you know, we do have a lot of stuff lined up, and, you know, that's a big quarter for Tytan Tiles and some of our other stuff. It's a big, it's a big consumer quarter. So, I mean, this is the time where, you know, consumer companies like us, you know, have to make our money.

So we're, we're hoping that it turns out as good or better than we thought, than we think.

Aaron Grey (Managing Director and Head of Consumer/Cannabis Research)

Okay, great to hear. I'll go and jump back in the queue. Thanks for the time.

Allan Marshall (CEO)

Thanks.

Operator (participant)

Thank you. This concludes our question and answer session. I would like to hand the conference back over to Allan Marshall for any closing remarks.

Allan Marshall (CEO)

Thank everybody for joining the call today. Thank our team for working hard through this challenging year with all the changes, and great job to everybody. We're looking to do even better here, going forward into 2024. The company's, you know, really pushing for streamlined, more profitable, steady growth. So again, thank everybody for joining the call, and have a good evening.

Operator (participant)

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.