Aterian, Inc.

Thank you for standing by, and welcome to the Ethereum Inc. Q2 earnings report. At this time, all participants are in the listen-only mode. After the speaker's presentation, there will be a question-and-answer session. To ask a question during this session, you will need to press star then 1 on your telephone. Please be advised that today's call may be recorded. If you require additional assistance, please press star then 0 to reach an operator. I would now like to hand the call over to Ilya Grazovsky. Please go ahead.

Thank you. Thank you for joining us today to discuss Atarian's second quarter 2021 earnings results. On today's call are Yaniv Sarig, co-founder and CEO, and Arturo Rodriguez, our chief financial officer. A copy of today's press release is available on the investor relations section of Atarian's website at atarian.io. I would like to remind you that certain statements we will make in this presentation are forward-looking statements. And these forward-looking statements reflect Atarion's judgment and analysis only as of today, and actual results may differ materially from current expectations based on a number of factors affecting Atarion's business. Accordingly, you should not place undue reliance on these forward-looking statements. For a more thorough discussion of the risks and uncertainties associated with the forward-looking statements to be made on this conference call and webcast, we refer you to the disclaimer regarding our forward-looking statements that is included in our second quarter earnings release, as well as our filings with the SEC. We do not undertake any obligation to update or alter any forward-looking statements, whether as a result of new information, future events, or otherwise. In addition, the company may refer to certain non-GAAP metrics on this call. Explanation of these metrics can be found in the earnings release filed earlier today. With that, I will turn the call over to you.

Thank you, Ilya, and thank you, everyone, for joining us on the call this morning. Since a lot has happened in this quarter, I'd like to start by summarizing the key points that we'll be discussing today and then take you through more details around each one of them. This has been a challenging quarter for e-commerce, with supply chain disruptions, inflation, and an extreme shift in consumer behavior as the opening of stores provided an opportunity for consumers to finally leave their homes. Despite the difficult environment and significant increase in product variable costs, our sales grew on average 20% on a pro forma basis across all 14 brands compared to the second quarter of 2019. In July, the supply chain constraints turned into a full crisis as container rates increased 500% versus last year, effectively going from manageable to becoming a significant risk. Despite being in advanced stages of our M&A process with several targets, we did not move forward with the deals at hand, as acquiring the targets would just increase our exposure to the astronomical cost of shipping, and the difficult comp year on year made the cost of the targets harder to justify. We're in the midst of adopting our supply chain and believe that through partnerships we have with several large logistic companies, We have a path forward to secure a sustainable average cost of container for our needs in the next 12 months. Leveraging the new shipping relationship requires operational changes that will take a few months to implement. We're withdrawing guidance until we execute on those changes and look forward to provide a new outlook once we've completed our transition and can predictably model the cost, pricing, and margins of our product. We believe we have the best-in-class platform to execute at scale on the highly sought-after strategy of building the e-commerce products company of the future. despite the temporary global shipping crisis. In fact, thanks to the challenges, we're confident that we will take the right steps to emerge more resilient and better positioned to benefit from the massive long-term expected TAM of global e-commerce. Now I'd like to go into more detail as to how the second quarter evolved, the drivers behind the challenges we're facing, and how we're working to quickly resolve them and put us back on track. This last quarter provided a strong reminder that COVID-19 is not done disrupting the global economy and that e-commerce is not immune to those disruptions. The two main factors that have affected our business in Q2 are the consumer shift in shopping habits as the economy reopened and international shipping supply chain congestion that turned into a global crisis of unprecedented scale. We strongly believe that these challenges are transient and surmountable. I'd like to go into more detail now as to how each one of these factors has played out and the steps we're taking to address them. Q2 of 2021 came exactly a year after COVID-19's impact on brick and mortar retail, caused an explosion in demand for e-commerce due to the closure of physical stores. Starting in March 2021, consumers in the U.S. saw significant ease of social distancing measures, reopening of traditional retail stores, and most importantly, an ease on travel restrictions. The psychological effect of back to normal was not simple to predict, and as I'm sure everyone on this call is aware, many large companies, including Amazon, have also experienced a difficult quarter due to the challenges quantifying the impact of reopening the economy on e-commerce sales. The good news is that, generally speaking, we've not lost meaningful market share for our top categories. These categories simply shrunk compared to the same period last year. Looking at our metrics for products across all 14 brands who generated 80% of QQ's revenue, we can share that on a weighted average basis, they maintained their position within the top 20 highest-selling products based on units sold per category. For Compex, most categories contain thousands of competing products. Our perspective of the decline in demand for some of our categories year on year is largely due to consumers' excitement of going back to physical stores after over a year of being locked in at home. It's also evident by looking at the sharp increase in demand for items in other categories that we do not carry, such as travel and fashion, that consumers chose to divert their inflation-constrained buying power towards experiences and the ability to socialize again at the expense of hard goods. We nevertheless operated under the assumption that with the arrival of summer temperature, essential appliances in our portfolio, such as dehumidifiers and air conditioners, would not be as severely impacted. We were partially right, as June turned out to register very strong sales in these categories, but still came short of our expectations as consumers probably welcomed the opportunity to leave their home and return to stores. To give a concrete example that you can see for yourselves using simple tools such as Google Trends, Google searches for Amazon dehumidifiers in June ended up down 30% year-over-year. Conversely, Google searches for dehumidifiers near me, indicating a search for stores carrying dehumidifiers, were at an all-time high and slightly over 100% year-over-year. Finally, we were anticipating June sales to be further boosted by Amazon's decision to move Prime Day from Q3 to Q2. However, we were disappointed in the consumer's reaction to the event and the overall demand we expected not materialized. Although we remain disappointed with the sales we expected for this quarter, we strongly believe that the drastic shift in consumer behavior is a transient and extreme swing in the opposite direction of a pendulum initiated by the COVID-19 pandemic. In the long term, we agree with expert opinions such as eMarketer, whose recent updated estimate expects e-commerce adoption to continue to grow with a CAGR of over 15% for 2025. While the quarter unfolded with softer sale numbers than expected, we executed on several steps to mitigate impact on revenue through accelerating our channel expansion. We also continued to push forward on our M&A strategy as we had previously secured signed LOIs with targets of cumulative revenues of $92 million and $19 million EBITDA. In anticipation of completing due diligence and closing at least one additional acquisition in the quarter, we raised capital in early June. Unfortunately, in July, the supply chain strains that we estimated have caused us to lose $17.5 million in revenue over the last three quarters took a dramatic negative turn. Pressure on ocean freight escalated from an already challenging cost of containers to prices not seen in 30 years, according to Drury, a U.K.-based maritime research company. Given that most of our M&A targets suffer from similar exposure to the exponential increase in freight costs, and also to negative impacts of changing consumer demand coming out of records 2020 years, we decided to hold off on completing any transaction that could result in overpaying for a target or that may distract us from navigating our core business with the supply chain crisis. To give everyone some perspective on how steep the July increase in rates was, according to Freightos.com, the rate index for containers from China to the West Coast rose from an average of $55.60 on the week of June 14th to $13,666 by the week of July 30th. The June rates, which we believed were still manageable, were already up close to 300 percent versus the same week in 2020, when the average rate was $1,638. By July 30th, the rate increase represented a 500 percent uptick versus rate for the same week year over year. Keep in mind that the FREDOS index that I'm referring to is an average. The maximum cost reported by Fritos for these periods are between $15,000 and $25,000 for the same index. Adherence container costs for these periods were unfortunately somewhere between the average and maximum rates quoted by Fritos. We're currently expecting to need approximately 1,600 containers in the next 12 months. With an average increase in spot rate index of approximately $10,000 per container versus our previous conservative models, I think everyone on the call understands the gravity of the situation for our forecast going forward. Other consumer brands and retailers have already signaled that they're taking drastic steps in the face of this perfect storm of inflation, inventory shortages, and astronomically high shipping rates. We've seen several large companies take dramatic measures, including Home Depot's decision to charter its own container ship. While we do not underestimate the severity of this crisis, at Ethereum, we're not foreign to dealing with a volatile environment. Since becoming public in 2019, our company has been subject to various crisis situations related to the nature of our business model, and we've proven our adaptability and resilience in the past. For those who have been following us since 2019, we became public in the midst of a trade war and had to navigate concerns with regards to tariffs imposed on goods from China. In 2020, despite COVID being overall beneficial for e-commerce, we needed to adapt to a complex reality, including volatile demand and supply metrics, and significant adaptations to our last-mile shipping strategy. We're determined, once again, to remain agile and adapt rapidly to the new reality of 2021, and have already put in motion several strategic initiatives that we believe will help us come through a stronger company in the long term. The most critical step we've taken is to adapt our supply chain to cut the exorbitant cost of shipping containers back to a more sustainable rate. To that extent, I'm glad to report that we've negotiated to our relationship with three large global logistic companies what we believe is enough container capacity for our needs in the next 12 months at sustainable rates. Those rates include commitments of volume on our part, but more importantly, still require us to change the way we prepare the containers for shipping from China. Specifically, given the number of products and brands we carry, additional consolidation of goods across containers will be required at the port of origin. We're already in the process of evaluating several partners who can provide us with consolidation services. The adjustments were executed to satisfy our new shipping agreements requirements will necessitate a few months of implementation to be fully operational. Given that this effort is ongoing, that we're materially adapting a critical part of our business to this new environment, we've decided to withdraw our guidance with the goal of providing a new outlook that will include the impact of shipping cost reduction and the completion of operational changes. We're not taking the decision of pulling guidance lightly, but for those on the call who are skeptical of our approach, consider the following. Last Friday, Maersk, one of the largest ocean freight carriers in the world, announced blockbuster second quarter earnings marked by an increase of over 300 percent in net earnings and an improvement of 88 percent in net margins. When asked by analysts about the forward-looking outlook in 2022, their CFO said, and I quote, we're not going to get drawn into that. We have visibility into the next three or four months, and that's what we're comfortable guiding around. Being on the absolute opposite side of the spectrum of this crisis, and posting one of the best quarters the company has seen since it was founded in 1904 is not enough for MERS to tell us what the future holds. We're backing uncharted waters, and what matters now is only one thing, solving this crisis and getting our company back to sustainable adjusted EBITDA profitability at all costs. Given the shortfall in our adjusted EBITDA numbers this past quarter, we were required to seek a waiver from our lender, Hytrail, which Artie will further discuss. I'd like to thank our lender, Hytrail, who has worked closely with us in the past few weeks to understand our issues and the steps we're taking to resolve them. I want to personally thank their team for their trust. And to our shareholders, I reiterate the same message. We will leave no stone unturned in our efforts to get us back on track and get through this temporary challenge. The adaptations we're making to our supply chain means we'll also, unfortunately, have to pause launch of new products manufactured in Asia. Looking at recent product launches, we've noticed a decrease in performance as product P&L costs have dramatically increased given the current conditions. On average, our last 70 product launches have seen their actual P&L costs versus originally planned costs rise 25%, forcing us to increase pricing to absorb some of the difference and putting most of them on the dramatic deficit versus the competitive price target we anticipated to hit. These unfortunate cost increases have effectively reduced our success rate to below 30% for these SKUs. and in some cases have forced us to discontinue certain lines of products. For example, products such as our chest freezer are now incurring transportation costs that are higher than the product manufacturing costs itself. Given these challenges and the fact that manufacturers prioritize their capacity toward established clients versus companies who are launching new products, our confidence in being able to launch new products and maintain uninterrupted inventory level in the current environment is very low. We have therefore accelerated our efforts with regards to sourcing new products for manufacturers in Europe, Canada, and Mexico. We're still in early stages of evaluating those relationships, but are cautiously optimistic based on the initial dialogues we have so far. We continue to be very excited about potential M&A opportunities, and once the supply chain stabilizes, we believe that we will be able to secure deals that drive significant strategic value for Ethereum and leverage our best-in-class platform. From a growth perspective, our focus in the next few months will be on channel and international expansion. We've added 97 new products to Walmart.com this year, taking advantage of the Walmart fulfillment of the service. And finally, we're going to dedicate more resources to our past efforts. While I want to continue to point out that our platform as a service is still in early stages, I'm happy to share that our focus on offering our platform as a turnkey solution to brands is showing a lot of promise. Specifically, a brand owned by one of the largest manufacturers of appliance in the world and another one owned by a large furniture company have shown satisfaction with the platform so far and have increased the amount of SKUs or products that we manage for them. Since the beginning of the year, our AMI platform has successfully shipped over 7,000 units from 11 partner warehouses, conducting 11,000 automated product performance health checks, and created daily machine learning-based forecasts for the platform-as-a-service customer products. Through our tech and last-mile fulfillment, we're improving unit economics for these customers by approximately 10% inclusive of our fees versus other available solutions. Leveraging our AMI research module to analyze the potential market size, we believe that we have been able to identify brands with a collective annual GMV of $45 billion that would greatly benefit from our platform as a service offering. Leaving everyone with my closing thoughts for this call, as I mentioned many times in the past, Ethereum is still a young company, but one that is built around an agile, patient, and resilient culture. We're looking forward to getting through this global crisis and working hard to bring back the company's market capitalization to a stable base that will allow us to improve our capital structure and continue to drive growth across our efforts to build, buy, and partner with brands. With that, I'll pass it on to Arti to take you through the details of our financial performance.

Thank you, Niamh, and good morning, everyone. Here are the financial performance details of our second quarter. For the second quarter of 2021, net revenue increased 14% to $68.3 million from $59.8 million in the year-ago quarter from an increase in net revenue from our acquisitions offset primarily by a decrease in organic business net revenue and reduction in PPE net revenue. The current quarter revenue of $68.3 million is comprised of $33.6 million of net revenue from our mergers and acquisitions, $34.6 million of organic business, which is revenue from our built brands and acquired brands after one year of purchase, and $0.1 million of our past business. The year-ago quarter revenue of $59.8 million was comprised of $53.8 million of organic business, $5.7 million of wholesale, predominantly PPE, and $0.3 million of pass. As a reminder, our first material acquisition happened in the third quarter of 2020. The decrease in our organic business of $19.2 million is related to a decrease in our sustained products of approximately $16 million to $28.1 million from $44.1 million in excluding M&A revenue. Due to increased pricing of our products affected by Shippageddon, which has led to reduced sales velocity, the reopening of retail changing consumer habits in the initial phase of COVID-19, reopening, and impacts of products were sold well during the initial COVID-19 phase last year, but did not have the same repeat performance due to demand and pricing, which represents $4.1 million of the $16 million decrease. Our organic business also saw a decrease in launch revenue of $1.3 million to $4.4 million from $5.7 million. We launched 19 products this quarter versus eight in last year's quarter, and a total of 40 year-to-date versus 24 same-year prior-year periods. Even though the rate of product launches almost doubled, we did not have the same success as market conditions and our need to raise pricing due to supply chain crisis that led to a decrease in demand and performance of our recently introduced products. As mentioned previously, we have decided to pause the launching of our products from the time being until the supply chain normalizes. Our M&A revenue of $33.6 million is in line with expectations for Smash, PPD, and Squatty, outside of seasonality and timing of the closing of the acquisitions. Healing Solutions is slightly off our expectations due to supply chain difficulties and our shift from seller's manufacturing capabilities to new third-party vendors as previously planned. That said, we are still very pleased with Healing Solutions' acquisition and the strength of its brand and products. We still believe the upfront purchase price still falls within an acceptable acquisition purchase multiple. We continue to struggle with the performance of Trail and have been disappointed with its results to date. As we continue to expand other marketplaces and international markets, we see opportunities to expand the product's reach, but For now, we remain cautious at this stage. Finally, on net revenue, we suffered from inventory shorts in the quarter, which we estimate to be an impact of approximately 5.6 million in the current period as compared to 4 million in the prior year-ago period. Overall gross margin for the second quarter increased to 48.1 percent from 46.2 million – sorry, 46.2 percent in the year-ago quarter and a decrease of – from 54.1 in the Q1 2021. The quarter over sequential quarter decrease in gross margin is primarily due to the product mix, as Q2 and Q3 tend to be the season for our larger goods, which have lower gross margins but similar contribution margins versus the rest of our products, and the initial impacts of gross margin from the supply chain crisis. We believe the increased cost of shipment containers impacted our gross margin by approximately 2.1% in this quarter alone. Further, we took a charge of $2.5 million in the period related to certain slow-moving products due to the reduced sales forecast. Our gross margin improvement versus last year is predominantly from the favorable product mix from our inclusion of our acquired brands pursuant to M&A. Our overall Q2 2021 contribution margin is 8.2% when excluding non-cash charges from inventory step-up impacts from our acquisitions, which decreased compared to prior year CM of 16.8. Within CM, our sales and distribution costs were negatively impacted by the global supply chain crisis. which drove a higher cost than the last mile fulfillment given the carrier's tightness in the quarter. Our variable sales and distribution expenses as a percentage of net revenue increased to 43% for the three-month end of June 30, 2021, as compared to 29.4% for the three-month end of June 30, 2020. We expect to see these impacts continue for the remainder of 2021. Q2 2021 saw our sustained products contribution margin decrease to 12.6 versus 19.8 in Q2 2020. Outside of the action items discussed, we believe we will continue to see CM pressure for the remainder of 2021 due to the global shipping crisis and increased last mile costs. Adjusted EBITDA is defined in our earnings release for the quarter of 2021, reduced to a loss of 3.9 million from a profit of 3.4 million in the second quarter. We reported operating income for the quarter predominantly due to income from the change in fair value of contingent earn-out liability of $23.3 million, which is related to the decrease of our share price at June 30, 2021, versus March 31, 2021. And finally, on the P&L, our net loss for the quarter is impacted by charges from the changes in fair value of warrants on a net basis of $4.4 million and extinguishment of debt of $29.8 million related to our refinancing completed in April. Turning to the balance sheet, at June 30, 2021, we had cash of $61.9 million compared to $34.9 million at the end of March 2021. The increase in cash is primarily driven by financing proceeds from the exercise of warrants of $25 million, refinancing our debt, netting $50 million in cash, and our recent equity financing of $36 million, offsetting the cash use from the purchases of our mergers and acquisition assets of $48 million, working capital usage of $19 as we build up inventory for the summer season, and cash net loss. As discussed and announced, the COVID-19 pandemic continues to bring uncertainty to consumer demand as price increases related to raw materials, importing goods, including tariffs, and the cost of delivering goods to consumers has led to inflation across the United States. Coupled with the recent reopening of the majority of the country, we have noticed changes to consumer buying habits, which may have reduced demand for our products. As such, these impacts have led us to miss the company to miss its adjusted EBITDA covenant for the three months ended June 30, 2021 with our lender. As of today, we have secured a waiver for this default. Further, due to the global macro supply chain impacts, the company has reduced its forecast for the next 12 months. We are working through various action items to help improve the financial forecast and allow it to navigate through this global crisis. As there's no assurance these action items, along with the company's operating forecast for the 12 months, will be able to maintain compliance with our financial accounts with the lender, we have moved our term loan to short-term as required in the accounting rules. We continue to be in positive, active conversation with our lender and expect to have additional updates when we announce our Q3 2021 results. As mentioned, the global shipping crisis has had a pronounced impact on our business in the short term, and we're not certain when the crisis will conclude, but we do believe this is temporary and not permanent. Excluding the action items being worked on, as discussed by Yaniv, and considering the difficulty in forecasting this current environment, we do believe the current quarter's revenue are more or less indicative of the coming quarters. That said, we believe it's prudent for us to withdraw our 2021 revenue and adjusted EBITDA guidance given the lack of visibility and corresponding ability to forecast while we continue to navigate through this global crisis. We expect to resume providing guidance as soon as our visibility improves. In closing, our organic business has decreased quarter over quarter, but against very difficult COVID-19 comparables and a uniquely difficult environment. Regardless, our organic products continue to be some of the best sellers on Amazon. We have a very strong organic brand and product portfolio. Overall, our acquired brands and products have performed well and we remain very confident in their future success. We believe the current pressures on our profitability is acutely related to the COVID-19 pandemic and related global shipping crisis. The action and progress, as we previously mentioned, are key for us to help navigate through this difficult environment and will help direct us back towards profitability. For example, assuming 2020 normative contribution margin rates, we still believe we could have achieved, excuse me, for example, assuming 2020 normative contribution rates, which we still believe we can achieve in the future, And with our typical and disclosed adjustments and adjusted EBITDA, we believe we would have been profitable for Q2 2021. Although we've been impacted by the COVID-19 pandemic and related global shipping crisis, we are very confident and proud of our products, both organic and acquired, our technology, our logistic networks, our people across the globe, and about the overall business we at Ethereum have built. We believe Ethereum will overcome these challenges and continue to be a leader in our industry. With that, I'll turn it back to the operator to open up the call for questions.

As a reminder, to ask a question, please press star, then 1. If your question has been answered and you'd like to remove yourself from the queue, press the pound key. Our first question comes from Brian Nagel with Oppenheimer. Your line is open.

Good morning. I appreciate all the detail. It's a difficult quarter. The first question you need, taking a step back, You talk here a lot about the shipping challenges out there. Atterian is by no means the only consumer company discussing such challenges. But it seems as looking at your results that these challenges had a disproportionately negative impact upon your results. The first question I have is, as you look at your business, are there factors that make Atterian uniquely susceptible to the shipping crisis at this point? And then I know you discussed the negotiations with your shipping partners, but what other levers do you have to pull here in the nearer term just to offset these substantial rate increases?

Hey, Brian, thanks for the question. So let me break this down for you. First of all, one of the things that makes us, I'd say, a little more susceptible than other consumer companies is, as you know, our core business, has a strategy around oversized goods. Oversized goods, especially in this quarter, as you think about dehumidifier appliances and other larger air appliances, which are the strongest selling products in this quarter and in Q3, are going to be relatively more impacted by the cost of containers as there is more containers involved in shipping them. And so both there and in the last mile, the increases in shipping costs have been very challenging, as you can tell, right? And so, again, you know, as you think of what makes us a little more susceptible, that's one thing, right? The second thing is, look, I mean, in general, we are, in our business model, in our vision, all about getting consumers the best product their money can buy, right? And with that perspective, we're always trying to build products that are high quality, high value. But as you know, right, our contribution margins are delicate, right, from that perspective. We're moving a lot of products. But, you know, if performance-wise costs move too much, right, there could be an impact. And so that's also somewhat affecting this year, right? You know, you have to understand that these increasing costs force us to increase our prices, which obviously diminishes the sales, right? It's a domino effect. As you increase prices, you're going to sell less units. And very importantly, if you go too high in price, right, you might even start losing market share significantly. and get yourself into a place where it's going to be very hard to get it back, right? And so we've navigated that through the quarter, right, by basically optimizing pricing to find that sweet spot where we're performing well enough to maintain market share, which overall, again, on our core lines, we believe we've done well at doing that, and without, again, creating long-term impact that's too meaningful, right? Yeah, does that answer the question? Sorry, was there another thing? Oh, yeah, what else can we do, right? So, yeah, the number one thing we can do, right, is really we need to reduce the cost of shipping. It's just really something that has been extremely accentuated, right, in the last few months. And, look, I mean, we're confident that, again, this is a temporary thing, but the question is how do we make it even more temporary for us? And as we said in the remarks and in our press release, we have – multiple relationships with large companies that we can use the pricing that we have with them to secure a sustainable cost of containers going forward. The problem is we have to make some adaptations to our supply chain to get there, which will take us a few more months, and this is the most important thing that we're working on at this point. Hopefully that answers the question, Brian.

It does, Junior. That's very helpful. Then the follow-up question, I guess it's probably more for Artie. You talked about in your comments just the the renegotiation of the company with your lending partner. As you look at the business now and understand you have withdrawn guidance, how should we think about just the capital position of the company given the current challenges?

Morning, Brian. Hope you're doing well. So listen, I think for all intents and purposes, our first focus, as we said, is getting back to adjusted EBITDA profitability. That's number one, and that's what we're going to be focused on in the coming quarters, and that's the most important part of that question. I think As we said before, as you know, we need to raise capital as part of our strategy, right? And depending on how, you know, what targets we come in and especially, you know, we are being very focused on that and very concerned about that in the sense of, you know, want to make sure we don't overpay for a target. I think we'll always think about potentially raising money or doing something along the lines to satisfy that strategy. That said, going back to the original part, profitability is just the number one focus. That's what we're going to be doing. And I think as we navigate through that, you know, will be established well and from a position of strength, and then conceptually look at either debt or capital markets or refinancing the funder M&A strategy. Okay, got it.

If I can add to that, I just want this comment here. You know, it's interesting, Brian, how things obviously moved quite quickly this year, right, for us in the last few quarters. Earlier this year, I can share that we were, obviously, when the stock price was a much higher number and more stable, I can share that we were in pretty advanced conversations with a few very renowned private equity firms that extended us term sheets to up to $250 million that would have really been – you know, awesome for us at that point in time. But despite being pretty advanced due diligence with some of them and validation that was quite satisfying, I think the overall vote in the stock unfortunately made it impossible for us to pursue that. But, you know, again, as I already said, right, at this point, you know, capital raising would be for M&A only, right, at least from what we're seeing things today. And, you know, you know, we just need to fix the profitability. That's the most important thing, and we're going to do that. And then once we're back on track, then we look forward to continuing our strategy on the M&A, and that's where we need to raise capital, right? So just to give you a little more color, obviously, on what has occurred in the last half year. I appreciate it. Thank you.

Our next question comes from Matt Coranda with Roth Capital. Your line is open.

Hey guys, good morning. Just a couple of questions for me. So first of all, it sounded like the 68 million in revenue that we put up in 2Q is sort of the run rate on a go-forward basis for the foreseeable future, or at least the next quarter or so. So do any of the new acquisitions like PPD or Squatty Potty add to that 3Q or the 2Q run rate? And then can you hit adjusted EBITDA profitability at this level of revenue? or do we need a material improvement in sales before we get to that level?

I'll grab that one. Obviously, going back to the first part, some of our acquisitions have some seasonality to it. So I do think, given the current visibility today, we think that's more or less the run rate. We'll have to see. Weather also plays a factor in Q3, and believe it or not, Northeast has been really So we'll have to think about that in the coming weeks, Matt. But I think I also said in my statement that, you know, if we had the normative shipping rates and normative last mile rates, we would have been profitable for the quarter, right? I think, you know, if we were doing CM of roughly, you know, overall 15%, and I think we've seen that last year Q2 quarter, we were something near that, we would have tripped into it. So I do think that if we can get the action items in place, we should be able, even on a lower revenue number like that, right, and, you know, ballpark it, right? You should be able to get to profitability on an adjusted EBITDA basis.

Okay, got it. And then just on the waiver that you've obtained, can you just speak to the total anticipated share dilution from issuance of shares of Hytrail and then from the restriking of warrants? And then how long does the waiver last? And then I guess let's start there and then we'll continue.

Yeah, okay, good question. I think, you know, the shares will be issued today based off the closing price and some multiple there. There'll be some dilution, but, you know, the majority of that dilution will go to pay down principal, so it's not like a penalty. It's going to reduce the amount of debt open, which ultimately will reduce interest rates, I mean, interest payments, things like that. We'll be filing those final numbers either late tonight or tomorrow morning in the 8K. The waivers is for a quarter, right? We waived our Q2 default. We are thinking about and working on forecasts to ultimately present to the lender at some point in the future as part of our Q3 results to see if we can secure a broader waiver. I think we felt prudent to just do the one quarter because of the lack of visibility and all the action items we're doing, we didn't want to put ourselves in a situation where, you know, perhaps the – we wanted to put ourselves in a position of strength, I would say, right? You know, reality is as we navigate over the coming months, as we said, we'll have more information as we announced our Q3 numbers, but we certainly felt that it was more prudent to do the narrow waiver today and do something broader as we approach Q3.

Okay, and the broader negotiations, I guess, would stem from potentially removing certain covenants like the minimum EBITDA covenants on a quarterly basis. I mean, maybe you could speak to a little bit about the nature of the discussions.

All remains to be seen, right? There's a lot of things we are working on to sort of help us get to a much more longer-term solution. Okay. All right. I'll turn back to you.

Thanks. That's it for me.

Our next question comes from Brian Kinslinger with Alliance Global Partners. Your line is open.

Great. Thanks for taking my questions. You talked about the new relationships with several logistics companies that's going to help secure enough containers for 12 months at reduced cost from the spot rates. In terms of enough containers for 12 months, reconcile that with procuring inventory and estimated shipping cost. You know, is it a fraction, maybe 75% of the capacity you would have hoped for maybe a quarter or two ago, maybe less? And then in terms of the spot rates, are you locked into 2Q average rates, a little worse than that, a little better than that? Maybe some context on those things would be great. Okay.

Can you repeat the first question again?

Yeah, I'm curious. When you say you have enough containers for 12 months, at what capacity are those containers? Meaning, do you only have 75% of the shipping capacity maybe you would have hoped for at the beginning of the year or the beginning of the quarter? 12 months doesn't tell me a lot other than You know, you have some inventory coming over, so I'm curious about capacity versus your original expectation or hopes. And then spot race is the second question. You know, where are you based on the recent past, given we've seen this historical rise?

Yeah. So, thank you. No, it's clear now. So, again, like what we say for the next 12 months, right, we are looking at, you know, currently based on current run rates and estimates that we have, which still need to be remodeled as we put in lower costs, right? But in general, we think that the number of containers that we're needing is around 1,600 containers in the next 12 months. And what we meant with having secured or having prices with some of these larger logistics players is that the entire 1,600 containers based on agreements and negotiations that we have put in place, from a pricing perspective, we believe that we have a pricing that is way more sustainable than what spot prices are, still probably more in line with what prices were recently, meaning like since the beginning of the year, but again, much, much better than what they are now, right, which I believe as of this morning, The spot price has crossed the $20,000 mark, I believe, for the West Coast. So that's on that, right? So, again, a much more sustainable rate, closer to probably what we've seen, you know, beginning of the year, I'd say. And capacity-wise, enough, you know, relief to reach 1,600 containers as we need for the next 12 months. Sorry, what was the second question again?

No, I think you got both of them. I have two more questions. The first one is you talked about needing to make some changes in your business so you can consolidate for these new relationships. How long is that going to take? Is it a three-month process, six months, much longer? Just take us through how long that might take.

Yeah, it's going to take a few months. We've already started, of course, right? That's something that's been in works. We believe that it's a matter of a few months. We're already taking advantage of some of these relationships and shipping containers at better rates, but to really be able to maximize those rates for our entire portfolio for the next 12 months, there's an element of consolidation that has to happen in the port of origin. So we will basically need to use a company that we're already working with a couple of potential partners there to consolidate containers across several brands that we have and ship them in a certain way that would allow us to benefit from these rates. And, again, we believe that it's a matter of a few months. You know, I want to be prudent. I think that it remains to be seen, but it's not going to take that long. I think it's a matter of a few months before we get there.

Great. Last question I have, in light of the comments on the mild weather, in light of the supply issues, do you still expect the typical seasonality, notwithstanding acquisitions have changed a little bit, is 3Q, not talking about magnitude, of course, still your strongest quarter followed by fourth quarter, or is that really difficult to predict really at this point given what we've seen in August and July so far?

Yeah, yeah. I think they're difficult to predict. I think they're difficult to predict. I do think that historically, yeah, Q3 has been our strongest. I think, you know, it's been a really difficult quarter, right, in the sense of a lot of factors that we mentioned in Q2 leading into Q3. You know, what will be interesting we'll see is Q4 because obviously we have, you know, it will be our first year with the full quarter of Smash products and healing solutions. We have stronger, you know, Christmas season type type product offering. So we'll see that. But for now, I would say, like I said, it's probably more equal cost, right? The Q2 number is probably more indicative of a very similar offer for Q3 and Q4. Great. Thank you guys so much.

Our next question comes from Marvin Fong with BTIG. Your line is open.

Oh, good morning. Thanks for taking my questions. Maybe a couple for me. Last quarter we talked about potentially adjusting prices to recapture the higher container costs. It seems like this quarter you hit a barrier in terms of what consumers are willing to bear in terms of price increases. Maybe you could just discuss the pricing strategy going forward. Are you seeing price increases from other your competitors across your product lines. I know that you mentioned that your weighted average sales rankings are holding up, but maybe you could just revisit the topic of pricing. And second question, just thought, you know, you did discuss moving some production to other, you know, the Europe or Canada or Mexico. Maybe you could just discuss you know, what that cost profile would look like versus your China cost base, maybe excluding shipping costs, obviously, but maybe you could start right there.

Sure. Thanks for the question. So, as you mentioned, right, we had no choice but to increase prices to absorb the increased costs, but you know, as I explained earlier, there's really a little bit of a science there that has to be carefully thought, right? You can think about it, right? It's really depending a lot on also the inventory that your competitors already have a potentially lower cost basis and their ability to potentially maintain price. So there's a point in time, which could last months, right, where you could be either on advantage or disadvantage against your competitors based on what prices have they paid to ship the product in, right? So in that transition period that we're in now, it's quite chaotic, right? You have some competitors who are able to maintain lower prices, but you kind of know that at some point in time it's going to have to go up, but the question is, what do you do until then? You know, are you going to let them take more market share and potentially hurt the long-term success of your products, right? So in the longer term, right, I think everything will equalize, but in the short term, of course, everyone, I believe, is facing the same situation as us, right? Everyone has been planning potentially for stronger numbers, but seeing costs increase, having to raise prices. And it's really kind of a game of chess a little bit that you have to play in every category, right, to make sure that you can maintain your position. And I think, again, overall, I think that we've been able to do that. It's just that the categories have also shrunk as I think consumers have seen inflation hitting their pocket everywhere from their coffee to, you know, to buying an appliance, right? And I think that played a big factor. But we really did, I think, what's right for the longer term and didn't really kind of chase as much profitability as possible at the expense of, you know, long-term potential much, much more difficult challenges trying to bring back market share. So that's how we can navigate it and manage pricing. And, again, I believe that over time there will be some equalization with an advantage to those who are able to negotiate, hopefully – And again, that's something that we're very focused on. Does that answer your question?

Yeah, it did. Thank you. And I was just curious, you know, I mean, you mentioned Prime Day, a little disappointing. Maybe you could just discuss across your portfolio, you know, which, you know, was it basically across the board that the organic sales growth was disappointing or were there certain categories that were more impacted than others? potentially seasonal, but any commentary there would be great.

Thank you. All product lines were impacted. Demand in e-commerce was lowered. Again, as I said in my remarks before, I really see this quarter as the exact swing of the pendulum the opposite way to the same quarter last year, where basically e-commerce was the only option, and specifically Amazon was a huge beneficiary of it. It's clear that you know, this quarter is the exact opposite quarter to that of last year where consumers who have been in lockups are coming out of these lockups and, you know, any opportunity they have to get out of their home if it's going to a store that they haven't seen in a long time, right, is one they'll pursue. And as I mentioned also in my remarks, right, there's evidence of that now and in fact, right, as you can look at Google Trends and others, you'll see that more and more consumers this quarter have decided to almost, in an extreme way, shop in stores because that was available to them, whereas it was not in the last year, right? I think there's an effect there. I think that, again, that payment swing is going to find a middle ground, and the good news is in the long term, right, it's going to be in the benefits of e-commerce, and that's what we're betting on. And, you know, this quarter is obviously not what we wanted to see, but... to us in the long term, you know, we're still continuing on the right track and what we're doing is I think the future from that perspective is just that it's a tough comp versus the same quarter last year for sure. And with the global crisis and inflation, it's a perfect storm that we had to face, right? So that's how we see it at this point. And, you know, again, as I already mentioned and I've said as well, the number one priority is to cut those costs to get back to adjusted EBITDA positive and then from there continue to drive forward, right? So... That's how we think about it.

Got you. All right. Thanks so much, Annie.

Our next question comes from Alexius Miskus with DA Davidson. Your line is open.

Thanks so much for taking my questions. I have two. So first, and you touched on this a little, but I wanted to know if management believes the logistics inflationary pressure, especially when it comes to container costs, is transitory, or could this last through 2022? And then second, for the e-commerce industry in general, to what does management attribute the notion that the changes in consumer behavior to use e-commerce more were only temporary, and why wasn't this change more sticky, so to speak?

Thanks for the questions. So absolutely, the supply chain crisis is transitory, right? It will pass. You know, I quoted Maersk in my, you know, some comments from executives at Maersk in my preferred remarks. One that I didn't quote was that these, one of the executives made a remark on their call that they expect at some points prices to go sharply down just as fast as they went sharply up. Now, when does that happen exactly? That's a very difficult question to answer. Again, as I said in my remarks previously, they're on the other side of this equation. They've had incredible growth and profits, obviously, through this crisis. benefiting enormously from it, yet themselves are not that clear on when exactly does that subside. It's a very complex thing, I think, to figure out. There's so many elements involved here. Obviously, economies around the world have been injecting a lot of capital into their economies to drive those economies to move, and consumers could not spend that money on anything else but products. Of course, that creates insane demand for products around the world. Half the products before the crisis were shipped by airplanes, airplanes that are typically filled with passengers. Now that the capacity of airplanes with passengers has diminished, you have enormous capacity requirements from boats, one that the world is not prepared to handle, and that's the result of what's happening. At some point in time, things will equalize. Is it going to happen by the end of this year? Is it going to happen by Chinese New Year? Is it going to happen by the end of 2022? There's a lot. I mean, I've spent many, many, many hours reading many experts' opinion there, and I don't think there's one that is exactly, you know, would know exactly. For us, it's just about, again, continuing to be agile and doing everything we can to reduce the costs and find solutions, right? And that's what we're doing now. In terms of the consumer's adoption of e-commerce and stickiness, again, at the end of the day, that's going to continue to increase, in my opinion, in the long term. And I think many experts across consulting companies and other expert opinions believe that. I think, again, this quarter is exceptionally challenging because, as I said, It's the exact opposite of the quarter, the same quarter last year, right, where e-commerce was the only thing available. And now all of a sudden consumers who maybe are big adopters of e-commerce but have not seen a store in so long, you know, have preferred to potentially leave their home to buy this air conditioner or whatever it is that they need, right? And so it's hard yet to tell, but In our opinion, you know, that stickiness is there. It's just that it's been impacted by a pretty extreme scenario, which is the reopening of stores, right, and the reopening of socializing. But at the end of the day, I think that stickiness will remain and we'll see continuous adoption and increased adoption of e-commerce in the years to come.

Great.

Thank you. Our next question comes from Brett Hendrickson with Nokomis Capital. Your line is open.

Hey, good morning. Hopefully you can hear me okay. I'm fighting a cold or allergies or something. You know, I just had a couple questions about kind of what you can do to make changes here. You know, you mentioned Mariscat that said, you know, we don't have visibility beyond three or four months, and that's true. The only thing is in the last 10 days or so, both Global Ship Lease and Donos, and those are the companies that actually own the underlying ships and Leesam to Maersk and other liner companies have said they've got charters rolling off in the coming months, and they expect in some cases to raise the lease rates by 2 or 3x. And so obviously Maersk and others are going to have to find a way to pass that on, the cost of containers. So I worry this isn't transitory. I know Maersk is, I think, the second largest customer of global ship leases they reported last week. So my question is, you know, these shipping companies have had a long 10 years of not being able to raise rates and putting CapEx into their ships, and they feel like They deserve this. I think the only thing to crush this, to get the price back down, is for people to make changes in terms of where they're sourcing goods. So my question is how fast could you ship certain large bulkier items, shift the sourcing to Canada or Mexico or wherever, and what would the give up be in terms of manufacturing costs? I'm just curious on that. And then I have a couple others, too.

Yeah, it's a great question. In general, right now, our opinion is for existing lines. We're not going to try to change where the products that are already in sustain are going to be manufactured, right? It's more for launching new products. With launching new products, there are two challenges. One is between the time you kind of like set your eyes on an idea and build a potential P&L for it and the time the product starts selling, it typically takes six to eight months, right? And in that time, the volatility of pricing can create a situation where by the time you're launching, the P&L of your product is very different than what you had planned. And that's challenging, right? Because all of a sudden, you know, you have a certain theory on how you can enter a certain category with certain features, price points, and other kind of elements you counted on, but those are not there. And the second thing that's challenging is that especially when products are being launched in the beginning, continuous inventory replenishment are essential. Think of it this way. The online retailer's algorithms are constantly trying to figure out if this product is going to continue to perform well. Not only do you have pricing that is all over the place, you also have basically a reliability of containers that's around 50% and manufacturers lead times that can vary dramatically as well because they're also impacted by the supply chain. So all these things together make it very tough to launch new products. But for existing products at this point, you know, we're just looking to reduce the price of shipping and, you know, continue to navigate this storm, right? It would be very challenging to try to move their manufacturing at this level. So that's how we think about it. As I said in my remarks previously, we're in conversations with manufacturers in different places, in Mexico, in Europe. The conversations are going well, but obviously we need a few more months to see if we can really rely on those supply chains to launch a lot of products, right? Yeah, go ahead. Sorry, go ahead.

Oh, well, I was just going to ask a related question. I was just going to ask, You mentioned you're going to use third-party logistics companies more. Can you talk more about if you think there's some silver bullet or at least nearly something close to a silver bullet in there for you? Because I'm just worried that everybody is in the same boat, no pun intended, where everyone's looking to use a third-party provider who can help them around these container rates and that the situation is so bad that a third-party provider I mean, there's a shortage of containers, so I don't know what a third-party company can do for you, but help me understand. Maybe there's something they can do.

Yeah, and I'm going to say this cautiously. You know, not that it's necessarily a silver bullet, but a lot of our hopes are actually relating to our relationship with Amazon itself. We are taking part of Amazon Global Logistics, a new program of Amazon Global Logistics that we're one of the earliest companies that is part of it where Amazon is looking to help their sellers in a way, right, through this. It was created in general, right, but they've been very helpful in the discussion so far. You know, again, I'm cautiously optimistic about it. The one challenge is it's also a new program for them, right, and so I think the conversations are really promising and we're already leveraging some of these costs through that program, but there's still more work to be done there. But that's, in my opinion, where I think we might have a strong chance of really kind of like solving this through just their ambition to help their ecosystem of third-party sellers to navigate through this.

There are no further questions. I'd like to turn the call back over to Ilya Grazovsky for closing remarks. Thank you.

In terms of the upcoming calendar, Ethereum Management will be participating in the DA Davidson 20th Annual Software and Internet Conference on September 9th. Thank you for joining us on the call today. We look forward to speaking with you on future calls. This ends our call.

This concludes the program. You may now disconnect.

Everyone, have a great day.