UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to _______
Commission File Number
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
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(Address of principal executive offices) |
| (Zip Code) |
(
(Registrant’s telephone number, including area code)
________________________________________________________
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
|
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of February 13, 2023, the registrant had
TABLE OF CONTENTS
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Interim Unaudited Condensed Consolidated Financial Statements |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.
We operate in a rapidly changing environment and new risks emerge from time to time. As a result, it is not possible for our management to predict all risks, such as the COVID-19 outbreak and associated business disruptions including delayed clinical trials and laboratory resources, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Considering these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements included in this report speak only as of the date hereof, and except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes in our expectations.
Our unaudited condensed consolidated financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to shares of our common stock.
As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Upexi, Inc., unless otherwise indicated.
3 |
Table of Contents |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
UPEXI, INC.
Interim Unaudited Condensed Consolidated Financial Statements
For the Three and Six Month Periods Ended December 31, 2022 and 2021
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Condensed Consolidated Balance Sheets as of December 31, 2022 and June 30, 2022 (Unaudited) |
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Notes to the Unaudited Condensed Consolidated Financial Statements |
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Table of Contents |
UPEXI, INC. | ||||||||
CONDENSED CONSOLDIATED BALANCE SHEETS (UNAUDITED) | ||||||||
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ASSETS |
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Current assets |
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Cash |
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Accounts receivable |
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Inventory |
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Deferred tax asset, current |
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Prepaid expenses and other receivables |
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Assets of discontinued operations, net |
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Total current assets |
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Property and equipment, net |
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Intangible assets, net |
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Goodwill |
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Deferred tax asset |
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Investments - Bloomios |
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Other assets |
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Right-of-use asset |
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Total other assets |
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Total assets |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities |
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Accounts payable |
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Accrued compensation |
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Deferred revenue |
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Accrued liabilities |
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Acquisition payable |
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Current portion of notes payable |
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Current portion of operating lease payable |
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Total current liabilities |
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Operating lease payable, net of current portion |
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Notes payable, net of current portion |
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Total long-term liabilities |
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Commitments and contingencies |
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Stockholders' equity |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid in capital |
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Accumulated deficit |
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Total stockholders' equity attributable to Upexi, Inc. |
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Non-controlling interest in subsidiary |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5 |
Table of Contents |
UPEXI, INC. | ||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | ||||||||||||||||
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Revenue |
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Revenue |
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Cost of Revenue |
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Gross profit |
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Operating expenses |
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Sales and marketing |
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Distribution costs |
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General and administrative expenses |
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Share-based compensation |
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Amortization of acquired intangible assets |
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Depreciation |
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Loss from operations |
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Other income (expense), net |
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Interest (expense) income, net |
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Change in derivative liability |
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Gain on sale of Infusionz and select assets |
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Gain on SBA PPP loan extinguishment |
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Other income (expense), net |
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Income (loss) on operations before income tax |
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Income tax expense |
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Net income (loss) from continuing operations |
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(Loss) income from discontinued operations |
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Net loss attributable to non-controlling interest |
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Net income (loss) attributable to Upexi, Inc. |
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Basic income (loss) per share: |
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Income (loss) per share from continuing operations |
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(Loss) income per share from discontinued operations |
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Total income (loss) per share |
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Diluted income (loss) per share: |
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Income (loss) per share from continuing operations |
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(Loss) income per share from discontinued operations |
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Total income (loss) per share |
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Basic weighted average shares outstanding |
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Fully diluted weighted average shares outstanding |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6 |
Table of Contents |
UPEXI, INC. | ||||||||||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) | ||||||||||||||||||||||||||||||||
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2021 |
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Balance, June 30, 2021 |
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Issuance of common stock for acquisition of Infusionz |
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Issuance of common stock for acquisition of VitaMedica |
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Issuance of common stock for acquisition costs |
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Stock based compensation |
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Issuance of common stock for services |
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Net income for the three months ended September 30, 2021 |
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Balance, September 30, 2021 |
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Stock based compensation |
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Issuance of common stock for acquisition of Interactive Offers |
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Net income for the three months ended December 31, 2021 |
|
| - |
|
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|
|
| - |
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Balance, December 31, 2021 |
|
|
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| $ |
|
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|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
| |||||||
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2022 |
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Balance, June 30, 2022 |
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| $ |
|
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
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| $ |
| |||||||
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Amortization of common stock issuance for services |
|
| - |
|
|
|
|
|
| - |
|
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| ||||||
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Stock based compensation |
|
| - |
|
|
|
|
|
| - |
|
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| ||||||
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|
|
Net loss for the three months ended September 30, 2022 |
|
| - |
|
|
|
|
|
| - |
|
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|
| ( | ) |
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| ( | ) |
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| ( | ) | |||
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Balance, September 30, 2022 |
|
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| $ |
|
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| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
| ||||||
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|
|
|
|
|
|
|
|
|
|
Amortization of common stock issuance for services |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
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| ||||||
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Stock based compensation |
|
| - |
|
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|
|
|
| - |
|
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Issuance of common stock for acquisition of E-Core |
|
| - |
|
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|
|
Net income (loss) for the three months ended December 31, 2022 |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
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|
|
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|
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| ( | ) |
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| |||||
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Balance, December 31, 2022 |
|
|
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| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7 |
Table of Contents |
UPEXI, INC. | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | ||||||||
|
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| ||
|
| Six Month's Ended December 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Cash flows from operating activities |
|
|
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|
| ||
Net income (loss) attributable to Upexi, Inc. |
|
|
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| ||
|
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|
|
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities: |
|
|
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|
Depreciation and amortization |
|
|
|
|
|
| ||
Non-cash consideration for sale of Infusionz and select assets, net |
|
| ( | ) |
|
|
| |
Inventory write-offs |
|
|
|
|
|
| ||
Bad debt expense |
|
|
|
|
|
| ||
Amortization of senior security original issue discount |
|
| ( | ) |
|
|
| |
Noncontrolling interest |
|
| ( | ) |
|
|
| |
Change in deferred tax asset |
|
| ( | ) |
|
|
| |
Shares issued for services |
|
|
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|
|
| ||
Shares issued for finder fee |
|
|
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|
|
| ||
Stock based compensation |
|
|
|
|
|
| ||
Changes in assets and liabilities, net of acquired amounts |
|
|
|
|
|
|
|
|
Accounts receivable |
|
| ( | ) |
|
|
| |
Inventory |
|
|
|
|
| ( | ) | |
Prepaid expenses and other assets |
|
| ( | ) |
|
| ( | ) |
Operating lease payable |
|
| ( | ) |
|
| ( | ) |
Accounts payable and accrued liabilities |
|
|
|
|
| ( | ) | |
Deferred revenue |
|
| ( | ) |
|
|
| |
Net cash provided by operating activities - Continuing Operations |
|
|
|
|
|
| ||
Net cash used in operating activities - Discontinued Operations |
|
|
|
|
| ( | ) | |
Net cash provided by operating activities |
|
|
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|
| ||
|
|
|
|
|
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|
|
Cash flows from investing activities |
|
|
|
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|
|
|
|
Acquisition of Lucky Tail |
|
| ( | ) |
|
|
| |
Acquisition of VitaMedica, Inc., net of cash acquired |
|
| ( | ) |
|
| ( | ) |
Acquisition of New England Technology, Inc. |
|
|
|
|
|
| ||
Acquisition of Interative Offers, net of cash acquired |
|
|
|
|
| ( | ) | |
Proceeds from the sale of Infusionz and selected assets |
|
|
|
|
|
| ||
Acquisition of property and equipment |
|
| ( | ) |
|
| ( | ) |
Net cash provided by (used in) investing activities - Continuing Operations |
|
|
|
|
| ( | ) | |
Net cash (used in) provided by investing activities - Discontinued Operations |
|
|
|
|
|
| ||
Net cash provided by (used in) investing activities |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Repayment of notes payable |
|
| ( | ) |
|
|
| |
Repayment of the senior convertible notes payable |
|
| ( | ) |
|
| ( | ) |
Payment on line of credit |
|
| ( | ) |
|
|
| |
Proceeds from note payable |
|
|
|
|
|
| ||
Proceeds on note payable on building |
|
|
|
|
|
| ||
Repayment on note payable on building |
|
| ( | ) |
|
|
| |
Proceeds on note payable, related party |
|
|
|
|
|
| ||
Net cash used in financing activities - Continuing Operations |
|
| ( | ) |
|
| ( | ) |
Net cash (used in) provided by financing activities - Discontinued Operations |
|
|
|
|
|
| ||
Net cash used in financing activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Net decrease in cash - Continuing Operations |
|
| ( | ) |
|
| ( | ) |
Net decrease in cash - Discontinued Operations |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Cash, beginning of period |
|
|
|
|
|
| ||
Cash, end of period |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Supplemental cash flow disclosures |
|
|
|
|
|
|
|
|
Interest paid |
| $ |
|
| $ |
| ||
Income tax paid |
| $ |
|
| $ |
| ||
Non-cash financing activities |
|
|
|
|
|
|
|
|
Issuance of common stock for acquisition of Infusionz |
| $ |
|
| $ |
| ||
Issuance of common stock for acquisition of VitaMedica |
| $ |
|
| $ |
| ||
Issuance of debt for acquisition of VitaMedica |
| $ |
|
| $ |
| ||
Liabilities assumed from acquisition of E-Core |
| $ | ( | ) |
| $ |
| |
Non-cash consideration received from Bloomios for the sale of Infusionz |
| $ |
|
| $ |
| ||
Assets available for sale |
| $ |
|
| $ |
| ||
Liabilities assumed from acquisition of VitaMedica |
| $ |
|
| $ | ( | ) | |
Issuance of stock for acquisition of Interactive |
| $ | - |
|
| $ |
| |
Liabilities assumed from acquisition of Interactive |
| $ |
|
| $ | ( | ) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8 |
Table of Contents |
UPEXI, INC.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1. Description of the Business
Upexi is a multi-faceted brand owner with established brands in health, wellness, pet, beauty and other growing markets. We operate in emerging industries with high growth trends and look to drive organic growth of our current brands. We focus on direct to consumer and Amazon brands that are scalable and have anticipated, high industry growth trends. Our goal is to continue to accumulate consumer data and build out a significant customer database across all industries we sell into. The growth of our current customer database has been key to the year-over-year gains in sales and profits. To drive additional growth, we have and will continue to acquire profitable Amazon and eCommerce businesses that can scale quickly and reduce costs through corporate synergies. We utilize our in-house SaaS programmatic ad technology to help achieve a lower cost per acquisition and accumulate consumer data for increased cross-selling between our growing portfolio of brands.
The Company primarily conducts its business operations through the following subsidiaries:
| ☐ | HAVZ, LLC, d/b/a/ Steam Wholesale, a California limited liability company | ||
|
| o | SWCH, LLC, a Delaware limited liability company | |
|
| o | Cresco Management, LLC, a California limited liability company | |
| ☐ | Trunano Labs, Inc., a Nevada corporation | ||
| ☐ | MW Products, Inc., a Nevada corporation | ||
| ☐ | Upexi Holding, LLC, a Delaware limited liability company | ||
|
| o | Upexi Pet Products, LLC, a Delaware limited liability company | |
| ☐ | VitaMedica, Inc, a Nevada corporation | ||
| ☐ | Upexi Enterprise, LLC, a Delaware limited liability company | ||
|
| o | Upexi Property & Assets, LLC, a Delaware limited liability company | |
|
|
| ■ | Upexi 17129 Florida, LLC, a Delaware limited liability company |
|
| o E-Core Technology, Inc. | ||
| ☐ | Interactive Offers, LLC (“Interactive”), a Delaware limited liability company | ||
| ☐ | Cygnet Online, LLC (“Cygnet”), a Delaware limited liability company, 55% owned |
We operate throughout our locations in the USA with operations in Florida, California, Nevada, and Colorado through our various Brands and entities.
Upexi operates from our corporate location in Clearwater, Florida where direct to consumer and Amazon sales are driven by on-site and remote teams for all brands. The location also supports all the other locations with accounting, corporate oversight, day to day finances and all business growth and management operating from this location.
VitaMedica operates mainly from our California location with product development, fulfillment, and day-to-day operations from that location, primarily focused on our health and beauty products.
Interactive Offers operates from its Florida office with day-to-day operations supported by various off site remote positions, with the majority of the development team operating out of Portugal.
Cygnet Online operates from our South Florida location with a full on-site GMP warehouse and distribution center, day to day operations of our Amazon liquidation business team from this location with support of remote team members.
LuckyTail operates from our Clearwater, Florida location with sales and marketing driven by on-site and remote teams that operate Amazon and direct to consumer sales strategy and daily business operations for our pet products.
9 |
Table of Contents |
E-Core Technology, Inc. operates from offices in Massachusetts, New York, New Jersey, and Florida and uses third-party logistic providers to receive, store and distribute its products. E-Core Technology, Inc. focuses on name brand consumer electronics and offers several innovative distribution models based on retailer requirements and programs. In addition, E-Core operates Tytan Tiles a children’s toy brand for popular magnetic tiles and building blocks.
HAVZ, LLC, d/b/a/ Steam Wholesale operates manufacturing and/or distribution centers in Henderson, Nevada supporting our health and wellness products, including those products manufactured with hemp ingredients and our overall distribution operations. We have continued to manage these operations with corporate focus on larger opportunities that have warranted management focus and investments for the future.
Business Acquisitions
On August 1, 2021, the Company completed an asset purchase agreement with Grove Acquisition Subsidiary, Inc., a Nevada corporation and wholly owned subsidiary of the Company and the members of VitaMedica Corporation, a California corporation to purchase all the assets and assume certain liabilities of VitaMedica. VitaMedica is a leading online seller of supplements for surgery, recovery, skin, beauty, health, and wellness.
On October 1, 2021, the Company completed an equity interest purchase agreement with Gyprock Holdings LLC, a Delaware limited liability company, MFA Holdings Corp., a Florida corporation and Sherwood Ventures, LLC, a Texas limited liability company to acquire all of the outstanding membership interest of Interactive Offers, LLC, a Delaware limited liability corporation.
On
On August 12, 2022, the Company completed an asset purchase agreement with GA Solutions, LLC, a Delaware limited liability company (“LuckyTail”), pursuant to which the Company acquired substantially all assets of LuckyTail. LuckyTail sells pet nail grinders and other pet products through various sales channels including some international sales channels.
On October 31, 2022, the Company and its wholly owned subsidiary Upexi Enterprise, LLC, completed a securities purchase agreement to purchase the outstanding stock of E-Core Technology, Inc. d/b/a New England Technology, Inc. (“E-Core”), a Florida corporation. E-Core distributes non-owned branded products to national retail distributors and has branded products in the toy industry that E-Core sells direct to consumers through online sales channels and to national retail distributors.
Business Divested
On October 26, 2022, the Company executed a membership interest purchase agreement to sell
Basis of Presentation and Principles of Consolidation
The Company’s condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of December 31, 2022, and June 30, 2022.
10 |
Table of Contents |
In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. All significant intercompany transactions and balances are eliminated in consolidation. However, the results of operations included in such financial statements may not necessarily be indicative of annual results.
Discontinued Operations
A discontinued operation is a component of an entity that has either been disposed of or that is classified as held for sale, which represents a separate major line of business or geographic area of options and is part of a single coordinated plan to dispose of a separate line of business or geographical area of operations. In accordance with the rules regarding the presentation of discontinued operations, the assets, liabilities, and activity of Infusionz and certain manufacturing business have been reclassified as discontinued operations for all periods presented.
Fair Value of Financial Instruments
ASC Topic 820, Fair Value Measurement (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguished between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumption about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances.
ASC 820 identified fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 established a three-tier fair value hierarchy that distinguishes between the following:
Level 1—Quoted market prices (unadjusted) in active markets for identical assets or liabilities.
Level 2—Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable, such as quoted market prices, interest rates and yield curves.
Level 3—Unobservable inputs developed using estimates or assumptions developed by the Company, which reflect those that a market participant would use.
To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The carrying amounts reflected in the balance sheets for cash and cash equivalents, prepaid expenses, other current assets, accounts payable and accrued expenses approximate their fair values, due to their short-term nature. For the three and six months ended December 31, 2022, management believed it necessary to record a reserve against the debt and equity instruments obtained in the sale of Infusionz of $8,500,000.
Reclassification
Certain reclassifications have been made to the condensed consolidated financial statements as of and for the year ended June 30, 2022, and for the three and six months ended December 31, 2021 to conform to the presentation as of and for the three and six months ended December 31, 2022.
11 |
Table of Contents |
Note 2. Acquisitions
VitaMedica Corporation
Effective August 1, 2021, the Company entered into and closed an asset purchase agreement (the “VitaMedica Agreement”) with Grove Acquisition Subsidiary, Inc., a Nevada corporation and wholly owned subsidiary of the Company and VitaMedica Corporation, a California corporation, David Rahm and Yvette La-Garde (“Seller”). VitaMedica Corporation is a leading online seller of supplements for surgery, recovery, skin, beauty, health and wellness.
The Company agreed to purchase substantially all of the assets of the Seller as of August 1, 2021. The transaction was valued at an estimated fair value of $
A finder’s fee of $
The assets and liabilities of VitaMedica are recorded at their respective fair values and the following table summarizes these values based on the balance sheet on August 1, 2021, the effective closing date.
Tangible Assets |
| $ |
| |
Intangible Assets |
|
|
| |
Goodwill |
|
|
| |
Liabilities Acquired |
|
| ( | ) |
Total Purchase Price |
| $ |
|
The Company’s condensed consolidated financial statements for the three and six months ended December 31, 2022 include the actual results for VitaMedica. For the three and six months ended December 31, 2021, the Company’s condensed consolidated financial statements include the actual results of VitaMedica for the period August 1, 2021 to December 31, 2021.
The acquisition of VitaMedica provided the Company with entrance into the online seller’s market for supplements for surgery, recovery, skin, beauty, health and wellness and provided improved gross margins through synergies recognized with the consolidation of manufacturing and distribution operations. These are the factors of goodwill recognized in the acquisition.
Interactive Offers, LLC
Effective October 1, 2021, the Company entered into an equity interest purchase agreement (the “I/O Agreement”) with Gyprock Holdings LLC, a Delaware limited liability company, MFA Holdings Corp., a Florida corporation and Sherwood Ventures, LLC, a Texas limited liability company (each an “I/O Seller” and collectively the “I/O Sellers”). The I/O Sellers owned all the membership interests in Interactive Offers, LLC, a Delaware limited liability company (“Interactive”). The Company’s CEO and Chairman, Allan Marshall, was the controlling stockholder and the president of MFA Holdings Corp, which owned 20% of the outstanding membership interests in Interactive. Interactive provides programmatic advertising with its SaaS platform which allows for programmatic advertisement placement automatically on any partners’ sites from a simple dashboard.
The Company purchased all the outstanding membership interests of Interactive as of October 1, 2021. The purchase price for the sale was $
12 |
Table of Contents |
The assets and liabilities of Interactive are recorded at their respective fair values and the following table summarizes these values based on the balance sheet on October 1, 2021, the effective closing date.
Tangible Assets |
| $ |
| |
Intangible Assets |
|
|
| |
Goodwill |
|
|
| |
Liabilities Acquired |
|
| ( | ) |
Total Purchase Price |
| $ |
|
The Company’s condensed consolidated financial statements for the three and six months ended December 31, 2022 include the actual results of Interactive.
The acquisition of Interactive provided the Company with a solid entry into the programmatic ad space and added a unique in-house advertising platform to leverage and scale its current and future brands. Access by sellers to Interactive’s ad platform provides further product sales growth and advertising efficiencies. These are the factors of goodwill recognized in the acquisition.
Cygnet Online, LLC
The Company entered into a securities purchase agreement to purchase Cygnet Online, LLC, a Delaware limited liability company effective as of April 1, 2022. The Company purchased 55% of the equity in the business with a purchase price of $
The Agreement contains customary confidentiality, non-competition, and non-solicitation provisions for the Seller and Seller’s affiliates.
The Seller has the right, but not the obligation, at any time commencing on the date that is 120 days after the date the Company completes Cygnet’s financial statements for the year ended December 31, 2023, and continuing for 90 days thereafter, to cause the Company to purchase all of the Seller’s remaining membership interests in Cygnet for a purchase price equal to the product of (i) four times Cygnet’s Adjusted EBITDA (as defined in the Put Agreement) for calendar year 2023, and (ii) the percentage of Cygnet membership interests being sold, payable in shares of restricted common stock of the Company.
13 |
Table of Contents |
The assets and liabilities of Cygnet are recorded at their preliminary respective fair values as of the closing date of the Cygnet Agreement, and the following table summarizes these values based on the balance sheet on April 1, 2022, the effective closing date.
Tangible Assets |
| $ |
| |
Intangible Assets |
|
|
| |
Goodwill |
|
|
| |
Liabilities Acquired |
|
| ( | ) |
Total Purchase Price |
| $ |
|
The Company’s condensed consolidated financial statements for the three and six months ended December 31, 2022, include the actual results of Cygnet.
The acquisition of Cygnet provided the Company with the opportunity to expand its operations as an Amazon and eCommerce seller. The resulting combination increased Cygnet’s product offerings through the Company’s distributors and partnerships as it continues to focus on over-the -counter supplements and beauty products. Cygnet will be the anchor company for Upexi’s Amazon strategy. These are the factors of goodwill recognized in the acquisition.
LuckyTail
The Company entered into an asset purchase agreement with GA Solutions, LLC to acquire substantially all assets of the business.
The Agreement contains customary confidentiality, non-competition, and non-solicitation provisions for the Seller and Seller’s affiliates.
The assets and liabilities of LuckyTail are recorded at their preliminary respective fair values as of the closing date of the asset purchase agreement, and the following table summarizes these values based on the balance sheet on August 12, 2022, the effective closing date.
Tangible Assets |
| $ |
| |
Intangible Assets |
|
|
| |
Goodwill |
|
|
| |
Liabilities Acquired |
|
|
| |
Total Purchase Price |
| $ |
|
The Company’s condensed consolidated financial statements for the three and six months ended December 31, 2022, include the actual results of LuckyTail from August 13, 2022, through December 31, 2022.
The acquisition of LuckyTail provided the Company a foothold in the pet care industry and a strong presence on Amazon and its eCommerce store, offering nutritional and grooming products domestically and internationally. The acquisition provided both top line growth and improved EBITDA for the Company. These are the factors of goodwill recognized in the acquisition.
14 |
Table of Contents |
E-Core, Inc. and its subsidiaries
On October 31, 2022, Upexi, Inc. (the “Company”), and its wholly owned subsidiary Upexi Enterprises, LLC entered into a securities purchase agreement, effective October 21, 2022, to purchase 100% of E-Core Technology, Inc. (“E-Core”) d/b/a New England Technology, Inc., a Florida corporation (“New England Technology”), for $
In addition, on October 31, 2022, the Company issued options to purchase up to
The agreement contains customary confidentiality, non-competition, and non-solicitation provisions for E-Core and its affiliates.
Within 90 days after the closing date, Buyer shall prepare and deliver to E-Core a statement, setting forth Buyer’s calculation of closing working capital and the purchase price resulting therefrom. The two-way post-closing adjustment based on target working capital shall be an amount equal to the closing working capital minus the target closing working capital.
The assets and liabilities of E-Core are recorded at their preliminary respective fair values as of the closing date of the asset purchase agreement, and the following table summarizes these values based on the balance sheet on October 21, 2022, the effective closing date.
Tangible Assets |
| $ |
| |
Intangible Assets |
|
|
| |
Goodwill |
|
|
| |
Liabilities Acquired |
|
| ( | ) |
Total Purchase Price |
| $ |
|
The Company’s condensed consolidated financial statements for the three and six months ended December 31, 2022, include the actual results of E-Core from October 21, 2022, through December 31, 2022.
The acquisition of E-Core provided the Company with an entrance into the children’s toy sector as well as national retail distribution for owned and non-owned branded products. The acquisition expands the Company’s ability to leverage direct-to-consumer distribution and further develop the broad distribution capabilities of E-Core. These are the factors of goodwill recognized in the acquisition.
Revenue from acquisitions included in the financial statements.
Net revenue included in the six months ended:
|
| December 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
VitaMedica |
| $ |
|
| $ |
| ||
Interactive |
|
|
|
|
|
| ||
Cygnet |
|
|
|
|
|
| ||
LuckyTail |
|
|
|
|
|
| ||
E-core |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ |
|
Net revenue included in the three months ended:
|
| December 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
VitaMedica |
| $ |
|
| $ |
| ||
Interactive |
|
|
|
|
|
| ||
Cygnet |
|
|
|
|
|
| ||
LuckyTail |
|
|
|
|
|
| ||
E-core |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ |
|
15 |
Table of Contents |
Consolidated pro-forma unaudited financial statements.
The following unaudited pro forma combined financial information is based on the historical financial statements of the Company, VitaMedica, Interactive, Cygnet, LuckyTail and E-Core after giving effect to the Company’s acquisitions as if the acquisitions occurred on July 1, 2021.
The following unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisitions occurred on July 1, 2021, nor is the financial information indicative of the results of future operations. The following table represents the unaudited consolidated pro forma results of operations for the three and six months ended December 31, 2022 and the three and six months ended December 31, 2021, as if the acquisitions occurred on July 1, 2021. The results of operations for VitaMedica, Interactive and Cygnet are included in the three and six months ended December 31, 2022 and the results of operations for LuckyTail are included from August 13, 2022 to December 31, 2022.
Operating expenses have been increased for the amortization expense associated with the fair value adjustment of definite lived intangible assets of VitaMedica, Interactive, Cygnet, LuckyTail and E-Core by approximately $
Pro Forma, Unaudited |
|
|
|
|
|
|
| Proforma |
|
|
|
| ||||
Three months ended December 31, 2022 |
| Grove, Inc. |
|
| E-Core |
|
| Adjustments |
|
| Proforma |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net sales |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Cost of sales |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Operating expenses |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Net income (loss) from continuing operations |
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| |||
Basic income (loss) per common share |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma, Unaudited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Six months ended December 31, 2022 |
| Grove, Inc. |
|
| LuckyTail |
|
| E-Core |
|
| Adjustments |
|
| Proforma |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net sales |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Cost of sales |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Operating expenses |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Net income (loss) from continuing operations |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||
Basic income (loss) per common share |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Weighted average shares outstanding |
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
Pro Forma, Unaudited |
|
|
|
|
|
|
|
|
|
|
|
|
| Proforma |
|
|
|
| ||||||
Three months ended December 31, 2021 |
| Grove, Inc. |
|
| Cygnet |
|
| LuckyTail |
|
| E-core |
|
| Adjustments |
|
| Proforma |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net sales |
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Cost of sales |
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Operating expenses |
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Net income (loss) from continuing operations |
| $ | ( | ) |
|
|
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||
Basic income (loss) per common share |
| $ | ( | ) |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) | ||||
Weighted average shares outstanding |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
Pro Forma, Unaudited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Proforma |
|
|
|
| ||||||||
Six months ended December 31, 2021 |
| Grove, Inc. |
|
| VitaMedica |
|
| Interactive |
|
| Cygnet |
|
| LuckyTail |
|
| E-core |
|
| Adjustments |
|
| Proforma |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Net sales |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||
Cost of sales |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||
Operating expenses |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||
Net income (loss) from continuing operations |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||
Basic income (loss) per common share |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) | |||||
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
VitaMedica amortization expense of $
Interactive amortization expense at $
The Company estimated the annual Cygnet amortization expense at $
The Company estimated the annual LuckyTail amortization expense at $
16 |
Table of Contents |
The Company estimated the annual E-Core amortization expense at $
Note 3. Inventory
Inventory consisted of the following:
|
| December 31, 2022 |
|
| June 30, 2022 |
| ||
Raw materials |
| $ |
|
| $ |
| ||
Finished goods |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
|
The Company writes off the value of inventory deemed excessive or obsolete.
During the three and six months ended December 31, 2021, the Company wrote off inventory valued at $
Note 4. Property and Equipment
Property and equipment consist of the following:
|
| December 31, 2022 |
|
| June 30, 2022 |
| ||
Furniture and fixtures |
| $ |
|
| $ |
| ||
Computer equipment |
|
|
|
|
|
| ||
Manufacturing equipment |
|
|
|
|
|
| ||
Leasehold improvements |
|
|
|
|
|
| ||
Building |
|
|
|
|
|
| ||
Vehicles |
|
|
|
|
|
| ||
Property and equipment, gross |
|
|
|
|
|
| ||
Less accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
|
| $ |
|
| $ |
|
Depreciation expense for the three months ended December 31, 2022, and 2021 was $
Depreciation expense for the six months ended December 31, 2022, and 2021 was $
17 |
Table of Contents |
Note 5. Intangible Assets
Intangible assets as of December 31, 2022:
|
| Estimated Life |
| Cost |
|
| Accumulated Amortization |
|
| Net Book Value |
| |||
Customer relationships, amortized over four years |
| 4 years |
| $ |
|
| $ |
|
| $ |
| |||
Trade name, amortized over five years |
| 5 years |
|
|
|
|
|
|
|
|
| |||
Non-compete agreements |
| Term of agreement |
|
|
|
|
|
|
|
|
| |||
Online sales channels |
| 2 years |
|
|
|
|
|
|
|
|
| |||
Vender relationships |
| 5 years |
|
|
|
|
|
|
|
|
| |||
Software |
| 5 years |
|
|
|
|
|
|
|
|
| |||
|
|
|
| $ |
|
| $ |
|
| $ |
|
For the three months ended December 31, 2022 and 2021, the Company amortized approximately $
For the six months ended December 31, 2022 and 2021, the Company amortized approximately $
The following intangible assets were added during the six months ended December 31, 2022 from the acquisition of LuckyTail:
Customer relationships |
| $ |
| |
Trade name |
|
|
| |
Intangible Assets from Purchase |
| $ |
|
E-Core:
Customer relationships |
| $ | 6,000,000 |
|
Trade name |
|
| 1,250,000 |
|
Intangible Assets from Purchase |
| $ | 7,250,000 |
|
Intangible assets as of June 30, 2022:
|
| Cost |
|
| Accumulated Amortization |
|
| Net Book Value |
| |||
Customer relationships, amortized over four years |
| $ |
|
| $ |
|
| $ |
| |||
Trade name, amortized over five years |
|
|
|
|
|
|
|
|
| |||
Non-compete agreements, amortized over the term of the agreement |
|
|
|
|
|
|
|
|
| |||
Online sales channels, amortized over two years |
|
|
|
|
|
|
|
|
| |||
Vender relationships, amortized over five years |
|
|
|
|
|
|
|
|
| |||
Software, amortized over five years |
|
|
|
|
|
|
|
|
| |||
|
| $ |
|
| $ |
|
| $ |
|
The following intangible assets were added during the year ended June 30, 2022, from the acquisition of VitaMedica, Interactive and Cygnet.
Customer relationships |
| $ |
| |
Trade name |
|
|
| |
Non-compete agreements |
|
|
| |
Online sales channels |
|
|
| |
Vender relationships |
|
|
| |
Software |
|
|
| |
Intangible Assets from Purchase |
| $ |
|
18 |
Table of Contents |
Future amortization of intangible assets at December 31, 2022 are as follows:
June 30, 2023 |
| $ |
| |
June 30, 2024 |
|
|
| |
June 30, 2025 |
|
|
| |
June 30, 2026 |
|
|
| |
June 30, 2027 |
|
|
| |
Thereafter |
|
|
| |
|
| $ |
|
Note 6. Prepaid Expense and Other Current Assets
Prepaid and other receivables consist of the following:
|
| December 31, 2022 |
|
| June 30, 2022 |
| ||
Insurance |
| $ |
|
| $ |
| ||
Prepayment to vendors |
|
|
|
|
|
| ||
Deposits on services |
|
|
|
|
|
| ||
Prepaid monthly rent |
|
|
|
|
|
| ||
Subscriptions and services being amortized over the service period |
|
|
|
|
|
| ||
Receivables for transition services from sale of Infusionz and select manufacturing |
|
|
|
|
|
| ||
Other deposits |
|
|
|
|
|
| ||
Accrued interest receivable from Bloomios on note receivable |
|
|
|
|
|
| ||
Other receivables |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total |
| $ |
|
| $ |
|
Note 7. Operating Leases
The Company has operating leases for corporate offices, warehouses and office equipment that have remaining
The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year to the total operating lease liabilities recognized in the condensed consolidated balance sheet as of December 31, 2022:
2023 |
| $ |
| |
2024 |
|
|
| |
2025 |
|
|
| |
2026 |
|
|
| |
2027 |
|
|
| |
Total undiscounted future minimum lease payments |
|
|
| |
Less: Imputed interest |
|
| ( | ) |
Present value of operating lease obligation |
| $ |
|
19 |
Table of Contents |
The Company’s weighted average remaining lease term and weighted average discount rate for operating leases as of December 31, 2022 are:
Weighted average remaining lease term |
|
| ||
Weighted average incremental borrowing rate |
|
| % |
For the three and six months ended December 31, 2022, the components of lease expense, included in general and administrative expenses and interest expense in the condensed consolidated statement of operations, are as follows:
|
| Three Months Ended December 31, 2022 |
|
| Six Months Ended December 31, 2022 |
| ||
Operating lease cost: |
|
|
|
|
|
| ||
Operating lease cost |
| $ |
|
| $ |
| ||
Amortization of ROU assets |
|
|
|
|
|
| ||
Interest expense |
|
|
|
|
|
| ||
Total lease cost |
| $ |
|
| $ |
|
Note 8. Accrued Liabilities and Acquisition Payable
Accrued liabilities consist of the following:
|
| December 31, 2022 |
|
| June 30, 2022 |
| ||
Accrued expenses for loyalty program |
| $ |
|
| $ |
| ||
Accrued interest |
|
|
|
|
|
| ||
Accrued vendor liabilities |
|
|
|
|
|
| ||
Accrued expenses on credit cards |
|
|
|
|
|
| ||
Accrued sales tax |
|
|
|
|
|
| ||
Derivative liability |
|
|
|
|
|
| ||
Accrued expenses from sale of manufacturing operations |
|
|
|
|
|
| ||
Other accrued liabilities |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
|
Acquisition Payable consist of the following:
|
| December 31, 2022 |
|
| June 30, 2022 |
| ||
Payments related to the acquisition of E-core |
| $ |
|
| $ |
| ||
Payments related to the acquisition of LuckyTail |
|
|
|
|
|