Upexi, Inc. (NASDAQ:UPXI) Q4 2023 Earnings Conference Call October 2, 2023 4:30 PM ET Company Participants Valter Pinto - MD of KCSA Strategic Communications Allan Marshall - CEO Andrew Norstrud - CFO Conference Call Participants Aaron Grey - Alliance Global Partners Operator 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 ...

Financial Performance - For the fiscal year ended June 30, 2023, revenue increased by $57,611,165 or 250% to $80,676,509 compared to $23,065,344 in the previous year[175]. - The net loss attributable to Upexi, Inc. was $16,930,289, compared to a net loss of $2,100,850 in the prior year[181]. - Upexi, Inc. reported total revenue of $80,676,509 for the year ended June 30, 2023, a significant increase from $23,065,344 in the previous year, representing a growth of approximately 250%[231]. - The company’s accumulated deficit increased to $(23,201,175) as of June 30, 2023, compared to $(6,270,886) in 2022, indicating a worsening financial position[230]. - Basic loss per share from continuing operations was $(0.86) for the year ended June 30, 2023, compared to $(0.36) in the previous year[232]. - The Company reported a GAAP net loss of $(16,930,289) for the year ended June 30, 2023, compared to a loss of $(2,100,850) in 2022[216]. - Non-GAAP adjusted EBITDA for the year ended June 30, 2023, was $1,266,226, compared to $(1,603,248) in 2022[217]. Revenue and Expenses - Cost of revenue rose by $38,922,455 or 475%, totaling $47,118,189, with 80% of the increase attributed to 2023 acquisitions[176]. - Gross profit increased by $18,688,710, but the gross profit margin declined to 42% from 64% in the prior year[176]. - Sales and marketing expenses increased by $5,259,135 or 103%, reaching $10,376,003, primarily due to acquisitions and increased brand awareness expenditures[177]. - Distribution costs surged by $10,155,581 or 459%, totaling $12,369,903, influenced by rising transportation costs and third-party provider rates[178]. - General and administrative expenses rose by $404,521 or 4%, totaling $9,546,188, with management focusing on reducing these costs[179]. - Advertising expenses increased to $7,978,607 for the year ended June 30, 2023, up from $3,225,256 in the previous year[269]. Assets and Liabilities - As of June 30, 2023, current assets were $25,455,714 and current liabilities were $19,606,010, resulting in working capital of $5,849,291[186]. - Total current assets increased to $25,455,714 as of June 30, 2023, up from $17,061,622 in 2022, reflecting a growth of about 49%[228]. - Current liabilities rose to $19,606,010 in 2023, compared to $10,127,748 in 2022, marking an increase of approximately 94%[230]. - The company’s total assets increased to $63,853,067 as of June 30, 2023, up from $48,491,035 in 2022, representing a growth of approximately 32%[230]. - The company has sufficient working capital to fund operations over the next twelve months and meet all debt obligations[197]. Acquisitions and Investments - The company made several acquisitions, including Lucky Tail for $3,528,239 and VitaMedica, Inc. for $500,000, contributing to a total cash used in investing activities of $2,574,858[236]. - The Company acquired VitaMedica for a total consideration of $3,556,589, which included $2,000,000 in cash and $482,000 in common stock[291]. - Goodwill from the VitaMedica acquisition amounted to $960,780, reflecting the Company's enhanced market entry capabilities in health and wellness products[292]. - The acquisition of Interactive Offers, LLC was completed for $4,833,630, with goodwill recognized at $2,889,158 due to the addition of a unique in-house advertising platform[296][297]. - The Company completed the acquisition of Cygnet Online, LLC for a total consideration of $500,000 cash, 90,909 shares of common stock, and a $300,000 cash payment due in 2024[249]. - E-Core acquisition contributed $36,551,957 in revenue for the year ended June 30, 2023, marking a new entry into the children's toy sector[314]. Debt and Financing - The Company received $6,678,506 for Convertible Notes with an original principal amount of $7,500,000, and issued Warrants for 56,250 shares at an exercise price of $4.44 per share[192]. - A loan agreement was entered into with Professional Bank for $3,000,000, to be repaid over ten years, with proceeds used to pay down a loan facility of $2,780,200[193]. - The company has a total of $25,889,239 in notes payable after accounting for original discounts and adjustments[350]. - The company entered into a series of promissory notes totaling $5,750,000 with a 12-month term at an interest rate of 4%, with the option for principals to convert into shares at a price of $4.81[354]. - A promissory note executed on February 22, 2023, had an original principal amount of $2,150,000, bearing interest at 18.11% and requiring monthly payments starting December 22, 2023[351]. Impairments and Valuation - The company reported a significant impairment of goodwill and intangible assets amounting to $3,746,301 in 2023, indicating potential challenges in asset valuation[236]. - The company recorded an impairment of goodwill amounting to $2,889,158 related to Interactive Offers as of June 30, 2023[261]. - The company recognized an impairment of $857,143 on long-lived assets related to Interactive Offers during the year ended June 30, 2023[263]. - The company’s inventory reserve increased from $50,000 in 2022 to $475,000 in 2023, indicating a growing concern over inventory valuation[257]. Operational Highlights - The company aims to drive organic growth through acquisitions of profitable Amazon and eCommerce businesses, focusing on scalable brands in high-growth markets[239]. - The company has established a significant customer database, which has been key to year-over-year gains in sales and profits[239]. - The company utilized in-house SaaS programmatic ad technology to lower customer acquisition costs and enhance cross-selling opportunities[239]. - The company operates through fourteen active subsidiaries, including Upexi Holding, LLC and VitaMedica, Inc., diversifying its business operations across various sectors[240].

Revenue Growth - Revenue for the three months ended March 31, 2023, increased by $19,792,547 or 447% to $24,219,445 compared to $4,426,898 in the same period last year [174]. - For the nine months ended March 31, 2023, revenue increased by $49,582,563 or 373% to $62,863,128 compared to $13,280,565 in the same period last year [184]. Cost of Revenue - Cost of revenue for the same period increased by $13,516,617 or 1,230% to $14,614,754 compared to $1,098,137 in the prior year [176]. - Cost of revenue for the nine months ended March 31, 2023, increased by $33,823,415 or 1,098% to $36,904,527 compared to $3,081,112 in the prior year [185]. Net Loss - Net loss attributable to Upexi, Inc. for the three months ended March 31, 2023, was $1,643,884 compared to a net loss of $52,667 in the prior year [174]. - Net loss for the nine months ended March 31, 2023, was $1,571,720 compared to net income of $523,877 in the prior year [191]. Expenses - Sales and marketing expenses for the three months ended March 31, 2023, increased by $2,391,095 or 220% compared to the same period last year [177]. - Distribution costs for the same period increased by $1,972,812 or 326% compared to the prior year [178]. Cash Position - The company had cash of $1,181,042 as of March 31, 2023, a decrease of $5,968,764 from June 30, 2022 [195]. Financing Activities - Net cash used by financing activities for the nine months ended March 31, 2023, was $6,836,829, an increase from $2,125,888 during the same period in 2022 [198]. - The company repaid $6,826,338 to the line of credit and terminated the senior convertible note, while also utilizing proceeds from the issuance of convertible debt for investing activities [198][199]. - On October 19, 2022, the company received $3,000,000 from a loan agreement with Professional Bank, to be repaid over ten years, which was used to pay down a loan facility with Acorn Capital, LLC [200]. - On October 31, 2022, the company made a total payment of $5,146,437 to holders of senior secured convertible notes, terminating the agreement with noteholders [201]. - The company executed a promissory note with an investor on February 22, 2023, for $2,150,000, which includes the issuance of 134,000 restricted shares at a price of $4.53 per share [203]. Future Outlook - Management anticipates significant opportunities for organic growth within newly acquired businesses over the next 12 months [175]. - The company estimates sufficient working capital to fund operations over the next twelve months and meet all debt obligations [205]. - There are no off-balance sheet arrangements that could materially affect the company's financial condition or results of operations [206].

Innovation in Aggregation We Build, Buy & Scale Amazon And eCommerce Brands February 2023 Investor Presentation NASDAQ: UPXI Forward Looking Information This presentation contains "forward-looking statements", including statements regarding Grove, Inc. and its subsidiaries, within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All of the statements in this presentation, including financial projections, whether written or oral, that refer to expected or a ...

Financial Data and Key Metrics Changes - For the fiscal second quarter ending December 31, 2022, the company reported record revenues of $27.1 million, an increase of 444% compared to $4.9 million for the same period the prior year, and a 134% increase sequentially from $11.6 million [5][11] - Gross profit for the quarter was $10.3 million, an increase of 141% compared to $4.3 million for the same period the prior year [11] - The company returned to positive EBITDA after the sale of Infusionz, with adjusted EBITDA for the second quarter at approximately $119,000, compared to an adjusted EBITDA loss of approximately $971,000 for the first quarter [14] Business Line Data and Key Metrics Changes - Revenue growth was driven by strong sales in brands such as E-Core, Tytan Tiles, Vitamedica, and Cygnet Online, as well as from the pet product business, LuckyTail [5][6] - The company divested select CBD operations, which represented approximately $20 million of the $44 million revenue generated in 2022, allowing a focus on high-growth, recession-resistant businesses [6][7] Market Data and Key Metrics Changes - The company operates in several business segments including health, wellness, pet, beauty, and educational toys, with sales channels including direct-to-consumer, Amazon Direct, and large retailers [8] - The Amazon liquidation business under Cygnet Online is expanding into electronics and other new categories, providing a well-rounded revenue stream [9] Company Strategy and Development Direction - The company aims to reach $100 million in revenue for 2023, driven by both organic growth and acquisitions completed during the 2022 fiscal year [15][17] - Management is focused on improving gross profit while reducing general administrative expenses as a percentage of sales, with a target EBITDA margin of 8% to 12% by the end of 2023 [17][14] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to meet projected revenue goals despite a challenging retail environment, noting that consumer demand has held up better than anticipated [20][16] - The company plans to continue evaluating potential acquisitions while pushing for organic growth across its brands [18][17] Other Important Information - The company had cash of $4.5 million and stockholders' equity attributed to Upexi stockholders of $36.9 million as of December 31, 2022 [15] - Management identified an additional $502 million in cost reductions for the third and fourth quarters of fiscal year 2023, which is expected to improve adjusted EBITDA by $1.5 million to $2 million [15] Q&A Session Summary Question: Insights on different brands' performance - Management noted reasonable growth across brands, with pricing power maintained, although average ticket prices have slightly decreased [20] Question: Clarification on $100 million revenue guidance - The guidance includes both organic growth and contributions from acquisitions, with no growth baked into the acquisitions themselves [21] Question: Drivers for improving EBITDA margins - Improvements are expected from operational efficiencies and potential price increases on products, alongside a focus on reducing general and administrative expenses [22][23] Question: Status of debt repayment - The company has paid off all debt related to the E-Core acquisition using proceeds from asset sales [24] Question: Revenue seasonality and growth expectations - Management indicated that the quarter was stronger than anticipated, with no significant seasonality expected in the coming year [28] Question: Expansion into wellness liquidation - The company plans to leverage its Amazon reseller capabilities to expand into wellness and other consumer packaged goods categories [30] Question: Gross margin impact from acquisitions - The decline in gross margin was primarily driven by the lower margins associated with the liquidation business, while branded products maintained higher margins [32] Question: Acquisition pipeline and valuation multiples - The acquisition pipeline remains strong, with normalized valuations around 3.5 to 5 times for businesses that align with the company's growth strategy [38] Question: Willingness to divest underperforming assets - Management is open to divesting assets that are not properly valued in the market, evaluating each business's overall value compared to market perception [41][42]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 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 333-255266 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 83-3378978 (State or other jurisdiction of ...

Financial Data and Key Metrics Changes - Revenue for the first fiscal quarter ending September 30, 2022, totaled $11.6 million, an increase of 199% compared to $3.9 million for the same period the prior year, driven by growth across most product categories and sales platforms [9][20] - Cost of revenue during the quarter was $5.5 million, an increase of 334% compared to $1.3 million for the same period the prior year, primarily related to acquisitions [21] - Gross profit for the quarter was $6 million, an increase of $3.4 million compared to the same period in the prior year, with gross margins declining to 52% due to increased discounts and distributor sales [22] - Operating expenses totaled $9 million, an increase of 159% compared to $3.5 million for the same period in the prior year, driven by increased sales and marketing, distribution costs, and general administrative costs [23] - The company reported net losses from continuing operations of $2.7 million compared to net income of approximately $511,000 for the same period the previous year [24] - Cash and cash equivalents were $3.3 million, with stockholder's equity at $27 million as of the end of September 2022 [25] Business Line Data and Key Metrics Changes - The company has successfully closed several acquisitions, including Cygnet Online, VitaMedica Corporation, Interactive Offers, and LuckyTail, contributing to revenue growth [10][11][12] - VitaMedica has been a leading revenue driver with triple-digit growth year-over-year, primarily from Amazon sales [11] - LuckyTail entered the $200 billion pet market, showing double-digit year-over-year growth [12] Market Data and Key Metrics Changes - The company is focusing on high-margin growth areas and dependable sales visibility, particularly in health, wellness, pet, beauty, and toys [7][10] - The sale of select CBD assets for approximately $23.5 million is aimed at streamlining the business and focusing on essential consumer goods [13] Company Strategy and Development Direction - The company aims to project over $100 million in revenues for calendar 2023, reflecting effective execution of its business model and management expertise [9][33] - The strategy includes a balanced approach of growth with a focus on cost control while investing more in marketing and brand advertising for future growth [30] - The company is strategically positioned for success in various markets, with a focus on recession-resistant products [31] Management's Comments on Operating Environment and Future Outlook - Management acknowledges macroeconomic challenges but remains optimistic about strong direct-to-consumer sales [10] - The company expects to see continued growth in revenue across its brands and business segments, with a leaner operational structure post-CBD asset sale [29][31] - Management anticipates that acquisition opportunities are improving, with valuations aligning with strategic guidelines [32] Other Important Information - The company obtained a $3 million mortgage at an interest rate of 4.8% to reduce outstanding short-term acquisition loans, increasing available funds for future acquisitions [26] - The elimination of a $15 million senior secured debt facility is expected to reduce annualized interest expenses by approximately $900,000 [27] Q&A Session Summary Question: Capital allocation priorities post-CBD asset divestiture - Management is considering reinvesting in the business and sees more attractive acquisition multiples, indicating a preference for acquisitions over stock buybacks at this time [35][38] Question: Competitive landscape in the brand aggregator space - Management notes that competitors with high debt are struggling, creating more acquisition opportunities with favorable valuations [41][42] Question: Potential for revenue guidance exceeding $100 million - The guidance includes current operations, with potential for additional revenue from future accretive acquisitions [43]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ____________ Commission file number 333-255266 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 83-3378978 (State or other jurisdiction ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 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 333-255266 GROVE, INC. (Exact name of registrant as specified in its charter) Nevada 83-3378978 (State or other jurisdiction of in ...

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 or UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to _______ Commission File Number 333-255266 GROVE, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or ...