UPEXI, INC.
For the period ended Dec 31, 2024. Filed Feb 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2024 · Filed Feb 14, 2025
UPXI$0.64-2.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-12-19.
0001477932-24-008219
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-12-31; filed 2025-02-14.
0001477932-25-001048
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 31 previous paragraphs and 47 current paragraphs.
15 unchanged; 16 reworded; 11 added; 0 removed; 0 previous and 5 current paragraphs rearranged.
Tables are not compared: 3 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
Current report
We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Current report
Revenues declined by $3,457,388 or 46% to $4,005,492 compared with revenue of $7,462,880 in the same period last year. Approximately $3,350,000 of the decline was related to the strategic shift away from recommerce business and approximately $350,000 decline in our MW Products, direct to consumer sales. These declines were offset by increased sales of approximately $275,000 in manufacturing and the LuckyTail pet products sales. Management has augmented the overall strategy of the Company to focus on product sales, including the development, production and distribution of branded products.
Current report
Other operating expenses decreased by $1,034,835 or , or 79%, compared with the same period last year. The decrease was primarily related to the impairment of intangibles at the end of the prior year, which drastically reduced amortization expense for the current period of acquired intangible assets and the decreased amortization of stock-based compensation.
Current report
A loss of $39,691 was recognized on the sale of Interactive offers and there was net income from discontinued operations of $88,524 and $460,570 from VitaMedica and E-core, respectively for the three months ended December 31, 2023.
Current report
Six Months Ended December 31, 2024 Compared to Six Months Ended December 31, 2023
Current report
Cost of revenue decreased by 3,283,206 or 57% compared with the same period last year. The cost of revenue decrease is directly related to the sales declines described above. The gross profit decreased by approximately $4,092,000 compared with the same period last year, although the gross profit margin increased approximately 7% to 71% compared to 64% from the same period last year Management expects the trend to continue with the focus on sales of branded products.
Current report
The net cash flow provided by discontinued operations for the six months ended December 31, 2023 was $1,346,534. Cash flow from financing activities increased $3,284,532 from an increase in the E-core line of credit and offset by cash flows used in operating activities of discontinued operations from increases in inventory and accounts receivables.
Current report
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months from the date of the issuance of these consolidated financial statements with existing cash on hand, cash flow from operations, proceeds from the sale of VitaMedica not yet received and additional short term debt financings, if necessary.
Current report
Going Concern
Current report
Management has determined during the quarter that its strategic plan will require additional capital in the near term. While the Company is in the process of pursuing capital raises, those funds have not be realized as of the date of this report. As such, Management has disclosure in the financial statements the effect of this determination. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Reworded paragraphs (16)
Previous wording
The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The consolidated financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of the financial statement date.
Current wording
The Company’s condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The condensed consolidated financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of the financial statement date.
Previous wording
For the three months ended September 30, 2024, the consolidated financial statements of Upexi, Inc. include all of the subsidiary accounts included in the consolidated financial statements for the three months ended September 30, 2023.
Current wording
For the three and six months ended December 31, 2024, the condensed consolidated financial statements of Upexi, Inc. include all of the subsidiary accounts included in the condensed consolidated financial statements for the three and six months ended December 31, 2023.
Previous wording
Interactive Offers, LLC a Delaware limited liability corporation; VitaMedica, a Nevada corporation; and E-Core Technology, Inc. d/b/a New England Technology, Inc. have been classified as discontinued operations for the three months ended September 30, 2023 and the assets and liabilities have been classified as current assets, and liabilities of discontinued operations and assets held for sale on the balance sheets for September 30, 2023. There were no operations, assets or liabilities related to these discontinued operations for the three months ended September 30, 2024.
Current wording
Interactive Offers, LLC a Delaware limited liability corporation; VitaMedica, a Nevada corporation; and E-Core Technology, Inc. d/b/a New England Technology, Inc. have been classified as discontinued operations for the three and six months ended December 31, 2023 and the assets and liabilities have been classified as current assets, and liabilities of discontinued operations and assets held for sale on the balance sheets for December 31, 2023. There were no operations, assets or liabilities related to these discontinued operations for the three and six months ended December 31, 2024.
Previous wording
Cost of revenue decreased by 1,418,754 or 50% compared with the same period last year. The cost of revenue decrease is directly related to the sales declines described above. Gross margin remained the same between the two periods with less than a 2% change.
Current wording
Cost of revenue decreased by 1,864,452 or 64% compared with the same period last year. The cost of revenue decrease is directly related to the sales declines described above. The gross profit decreased by approximately $1,593,000 compared with the same period last year, although the gross profit margin increase approximately 13% to 74% compared to 61% from the same period last year Management expects the trend to continue with the focus on sales of branded products.
Previous wording
Sales and marketing expenses decreased by $775,277 or 43% compared with the same period last year. The decrease in sales and marketing expenses was primarily related to the reduction of unnecessary agency expenses and a focused strategy on our core products.
Current wording
Sales and marketing expenses decreased by $536,311 or 36% compared with the same period last year. The decrease in sales and marketing expenses was primarily related to the reduction of unnecessary agency expenses and a focused strategy on our core products.
Previous wording
Distribution costs decreased by $676,167 or 32% compared with the same period last year. The decrease in distribution costs was primarily related to the overall decline in the recommerce revenue. Management will continue to reduce overall distribution costs with the consolidation of products and facilities.
Current wording
Distribution costs decreased by $1,223,790 or 49% compared with the same period last year. The decrease in distribution costs was primarily related to the overall decline in the recommerce revenue. Management will continue to reduce overall distribution costs with the consolidation of products and facilities.
Previous wording
General and administrative expenses decreased by $210,660 or 13% compared with the same period last year. Since the consolidation to Florida and other changes in the business, management has actively been reducing general and administrative costs. Management expects that general and administrative expenses to continue to decline, with the most significant declines being realized in periods ending after December 31, 2024.
Current wording
General and administrative expenses decreased by $35,749 or 2% compared with the same period last year. Since the consolidation to Florida and other changes in the business, management has actively been reducing general and administrative costs. Management expects that general and administrative expenses to continue to decline, with the most significant declines being realized in periods ending after December 31, 2024.
Previous wording
The Company had a net loss of $1,625,577 for the three months ended September 30, 2024 compared to a loss of $1,333,388 for the three months ended September 30, 2023. The increase in the net loss is primarily related to the above-mentioned changes.
Current wording
The Company had a net loss of $1,301,310 for the three months ended December 31, 2024 compared to a loss of $2,438,919 for the three months ended December 31, 2023. The decrease in the net loss is primarily related to the above-mentioned changes.
Previous wording
Revenues declined by $3,918,175 or 47% to $4,356,515 compared with revenue of $8,274,690 in the same period last year. Approximately $3,170,000 of the decline was related to the discontinued recommerce business in other subsidiaries after the sale of E-core. Management has augmented the overall strategy of the Company to focus on product sales, including the development, production and distribution of branded products. In addition, sales were affected by the manufacturing consolidation to Florida, which was completed by August 1, 2024, with manufacturing returning to full production.
Current wording
Revenues declined by $7,375,563 or 47% to $8,362,007 compared with revenue of $15,737,570 in the same period last year. Approximately $6,500,000 of the decline was related to the strategic shift away from recommerce business and approximately $800,000 net decline in our branded products and manufacturing. Management expects that these declines are temporary as the primary factor was the transition and consolidation of the business to facilities in Florida. Management has augmented the overall strategy of the Company to focus on product sales, including the development, production and distribution of branded products.
Previous wording
Other operating expenses decreased by $957,965 or 71% compared with the same period last year. The decrease in other operating expenses was primarily related to the change in amortization of acquired intangible assets and the decreased amortization of stock-based compensation.
Current wording
Other operating expenses decreased by $2,282,769 or 77% compared with the same period last year. The decrease was primarily related to the impairment of intangibles at the end of the prior year, which drastically reduced amortization expense for the current period of acquired intangible assets, and the decreased amortization of stock-based compensation.
Previous wording
Other expenses, which is primarily interest decreased by $562,871 or 66% compared with the same period last year. The decrease in interest expense was primarily related to the elimination of the acquisition debt for E-core and the elimination of debt with the sale of VitaMedica in the prior year.
Current wording
Other expenses, which is primarily interest decreased by $1,376,972 or 73% compared with the same period last year. The decrease in interest expense was primarily related to the elimination of the acquisition debt on continuing entities for the sale E-core and VitaMedica in the prior year.
Previous wording
A gain of $380,624 was recognized on the sale of Interactive offers and there was net income of $100,717 from discontinued operations.
Current wording
A gain of $340,933 was recognized on the sale of Interactive offers and there was net income from discontinued operations of $157,930 and $649,811 from VitaMedica and E-core, respectively for the three months ended December 31, 2023.
Previous wording
On September 30, 2024, the Company had cash of $1,790,391, an increase of $1,128,976 from June 30, 2024. The increase in cash was primarily the sale of the building and the collection of the purchase price for E-core.
Current wording
On December 31, 2024, the Company had cash of $406,347, a decrease of $255,068 from June 30, 2024. The decrease in cash was primarily the operating losses, the increase in account receivable and the increase in inventory. This was offset by the sale of the building and the collection of the purchase price for E-core.
Previous wording
Net cash from operating activities benefited from non-cash expenses of $402,964, which was offset by an approximate $400,000 increase in accounts receivable and inventory and approximately $500,000 in the reduction of several liabilities. The negative cash flow from operations was anticipated by management as the Company augmented the overall strategy of the Company to focus on product sales, including the development, production and distribution of branded products.
Current wording
Net cash from operating activities benefited from non-cash expenses of $675,294, which was offset by an approximate $550,000 increase in accounts receivable and an increase in inventory of approximately $800,000 and the reduction of several liabilities. The negative cash flow from operations was anticipated by management as the Company augmented the overall strategy of the Company to focus on product sales, including the development, production and distribution of branded products.
Previous wording
Net cash provided by investing activities for the three months ended September 30, 2024 and 2023 was $5,838,106 and $145,324, respectively. For the three months ended September 30, 2024 the primary cash provided was the sale of the building and the collection of the purchase price for E-core. For the three months ended September 30, 2023, $940,000 was provided by the sale of Interactive offers and $500,000 and $294,676 was used for the purchase of the remaining equity of Cygnet and the acquisition of property and equipment, respectively.
Current wording
Net cash provided by investing activities for the six months ended December 31, 2024 was $5,838,106 and net cash used in investing activities for the six months ended December 31, 2023 was $832,864. For the six months ended December 31, 2024 the primary cash provided was the sale of the building and the collection of the purchase price for E-core. For the three months ended December 31, 2023, $147,592 was provided by the sale of Interactive offers, net of liabilities paid, $500,000 was used for the purchase of the remaining equity of Cygnet and $345,586 was used for the acquisition of property and equipment, respectively.
Previous wording
Net cash flows used in financing activities for the three months ended September 30, 2024 was $2,734,538 compared to $325,942 used during the three months ended September 30, 2023. $2,634,538 used was the repayment of the loan collateralized by the building and the $100,000 advance to the Company by Allan Marshall, the CEO, was repaid during the three months ended September 30, 2024. During the three months ended September 30, 2023 the use of cash was for the scheduled repayment of debts.
Current wording
Net cash flows used in financing activities for the six months ended December 31, 2024 was $2,734,538 compared to $2,702,648 used during the six months ended December 31, 2024. The $100,000 advance to the Company by Allan Marshall, the CEO, and the loan on the building of $2,634,538 was repaid during the six months ended December 31, 2024. During the six months ended December 31, 2023 the use of cash was for the scheduled repayment of debts and the Company made a $2,000,000 payment and instalment payments of $313,818 on the acquisition debt related to E-core.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
Other expenses, which is primarily interest decreased by $814,101 or 78% compared with the same period last year. The decrease in interest expense was primarily related to the elimination of the acquisition debt on continuing entities for E-core and VitaMedica in the prior year.
Current report — wording carried from elsewhere
Sales and marketing expenses decreased by $1,311,588 or 40% compared with the same period last year. The decrease in sales and marketing expenses was primarily related to the reduction of unnecessary agency expenses and a focused strategy on our core products.
Current report — wording carried from elsewhere
Distribution costs decreased by $1,899,957 or 41% compared with the same period last year. The decrease in distribution costs was primarily related to the overall decline in the recommerce revenue. Management will continue to reduce overall distribution costs with the consolidation of products and facilities.
Current report — wording carried from elsewhere
General and administrative expenses decreased by $246,409 or 8% compared with the same period last year. Since the consolidation to Florida and other changes in the business, management has actively been reducing general and administrative costs. Management expects that general and administrative expenses to continue to decline, with the most significant declines being realized in periods ending after December 31, 2024.
Current report — wording carried from elsewhere
The Company had a net loss of $2,926,887 for the six months ended December 31, 2024 compared to a loss of $3,794,307 for the six months ended December 31, 2023. The decrease in the net loss is primarily related to the above-mentioned changes.