- Subsidiary acquisitions closed on
February 21, 2023 -
- Year to date net income of $7.3 million -
NEW YORK, April 20,
2023 /PRNewswire/ -- Unique Logistics International,
Inc. (OTCMKTS: UNQL) ("Unique" or the "Company"), a global
logistics and freight forwarding company, today announced results
for its third fiscal quarter ended February
28, 2023. This is the reporting quarter in which the Company
completed critical acquisitions. The acquisitions closed on
February 21, 2023 and thus there was
no discernable impact on revenue or net income in the third
quarter.
"The recent acquisitions position Unique to execute our strategy
to deliver a scalable operating model with what we anticipate will
be a positive impact going forward. We believe the income statement
will see a considerable boost from the acquisitions beginning in
our fourth fiscal quarter," said Sunandan
Ray, Chief Executive Officer.
Third Quarter Key Metrics
The quarter ended
February 28, 2023 saw a substantial
decline in the shipping market. Compared with the prior year, there
was also a significant decrease in shipping prices. The combined
impact is reflected in the decline in the Company's revenue. The
impact of reduced shipping was particularly severe on the more
expensive air freight sector.
(in
millions)
|
|
|
|
|
|
|
|
For the Three Months
Ended February 28
|
|
For the Nine Months
Ended February 28
|
|
2023
|
|
2022
|
|
2023
|
2022
|
|
|
|
|
|
|
|
Revenue
|
$
49.6
|
|
$
250.4
|
|
$
275.0
|
$
845.6
|
Net Income
(Loss)
|
0.7
|
|
(4.9)
|
|
7.3
|
1.6
|
Adjusted
EBITDA
|
$
0.5
|
|
$
2.5
|
|
$
10.8
|
$
14.8
|
Pro-forma information is presented below on the impact the
acquisitions would have had if in place for the entire reported
periods.
Pro Forma Results with Acquisitions
UNIQUE LOGISTICS
INTERNATIONAL, INC.
|
Pro Forma
Information (Unaudited)
|
(in
millions)
|
|
|
|
For The Nine
Months
Ended February 28, 2023
|
|
For The Nine
Months
Ended February 28, 2022
|
|
|
|
|
|
Revenue, net
|
|
$
|
384.1
|
|
$
|
1,041.0
|
Net Income attributable
to registrant
|
|
$
|
14.1
|
|
$
|
18.7
|
Third Quarter Financial Results
- Gross Profit margins improved to 12.8% in the three months
ended February 28, primarily due to
procurement strategies in a seasonal off-peak market.
- Operating expenses fell 80.1% in line with the reduction in
revenue.
- Net Income was approximately $663
thousand for the three months ended February 28, 2023, compared to a net loss of
approximately $4.9 million for the
three months ended February 28, 2022.
For the year to date, Net Income was $7.3
million compared with $1.6
million for the equivalent prior year period.
- Adjusted EBITDA was $534 thousand
for the three months ended February 28,
2023. For the year to date adjusted EBITDA was $10.8 million.
- Working capital deficit of $9.7
million is primarily the result of our use of short-term
financing to fund the acquisitions. The Company has started to pay
off such short-term debt and expects to revert to a positive
working capital position by the end of the current fiscal year on
May 31, 2023.
"The most significant event of the third quarter was the
critical closing of the acquisitions we have targeted for so long.
These acquisitions will add to our net income and strategic growth
potential. In the nine month period to February 28, 2023, had the acquisitions been in
place at the start of the period, our share of the revenue of the
acquired companies would have been $109.1
million.
"We continue to seek other acquisition opportunities. We remain
on track with our planned merger with Edify Acquisition Corporation
(NASDAQ: EAC) to secure our position as a Nasdaq listed company
with the liquidity to execute on M&A activities," said
Sunandan Ray, Chief Executive
Officer.
"Third quarter reflects market slowdown due to seasonal factors
as well as excess inventory following the post-Covid build up.
Nevertheless, we were able to focus on improved gross margin yields
and deliver year to date Net Income of $7.3
million."
Business Outlook
"The short-term liabilities associated with the acquisitions
should be substantially paid off or refinanced with long-term debt
by the end of our fourth quarter with $6
million already having been paid off using operating cash
flow. We believe that continuing to drive improvements in our
customer and carrier experience and the expertise of our team will
lead to gains in market share and growth. Ultimately, our efforts
should lead to additional gains in productivity, which reduces our
operating costs, and improves returns to shareholders."
Mr. Ray concluded: "The Company continues to pursue its
previously announced business combination with Edify, subject to
closing conditions including receipt of required regulatory and
stockholder approvals. The Edify merger values the Company at an
enterprise value of approximately $360
million inclusive of the international acquisitions that the
Company reported on February 27,
2023. At the closing of the merger, it is expected that the
Company's shareholders will receive Edify common stock equal to
approximately $0.03 per share for
each share of the Company's common stock that they own or into
which their shares of the Company's preferred stock are
convertible."
About Unique Logistics International, Inc.
Unique Logistics International, Inc. (OTC Markets: UNQL) through
its wholly owned operating subsidiaries, is a global logistics and
freight forwarding company providing a range of international
logistics services that enable its customers to outsource to the
Company sections of their supply chain process. The services
provided are seamlessly managed by its network of trained employees
and integrated information systems. We enable our customers to
share data regarding their international vendors and purchase
orders with us, execute the flow of goods and information under
their operating instructions, provide visibility to the flow of
goods from factory to distribution center or store and when
required, update their inventory records.
For more information on UNQL and its businesses, please visit
www.unique-usa.com.
About Non-GAAP Financial Measures (Adjusted EBITDA)
We define adjusted EBITDA to be earnings before interest, taxes,
depreciation and amortization and other non-recurring income or
expenses.
Adjusted EBITDA is not a measurement of financial performance
under GAAP and may not be comparable to other similarly titled
measures of other companies. We present adjusted EBITDA because we
believe that adjusted EBITDA is a useful supplement to net income
as an indicator of operating performance. For this reason, we
believe adjusted EBITDA will also be useful to others, including
our stockholders, as a valuable financial metric.
Adjusted EBITDA should not be considered as an alternative to
net income as an indicator of performance or as an alternative to
cash flows from operating activities as an indicator of cash flows,
in each case as determined in accordance with GAAP, or as a measure
of liquidity. In addition, adjusted EBITDA does not take into
account changes in certain assets and liabilities as well as
interest and income taxes that can affect cash flows. We do not
intend the presentation of these non-GAAP measures to be considered
in isolation or as a substitute for results prepared in accordance
with GAAP. These non-GAAP measures should be read only in
conjunction with our condensed consolidated financial statements
prepared in accordance with GAAP.
Cautionary Note Regarding Forward-Looking Statements
This press release includes express or implied statements that
are not historical facts and are considered forward-looking within
the meaning of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act. Forward-looking statements involve
substantial risks and uncertainties. Forward-looking statements
generally relate to future events or our future financial or
operating performance and may contain projections of our future
results of operations or of our financial information or state
other forward-looking information. In some cases, you can identify
forward-looking statements by the following words: "may," "will,"
"could," "would," "should," "expect," "intend," "plan,"
"anticipate," "believe," "estimate," "predict," "project,"
"potential," "continue," "ongoing," or the negative of these terms
or other comparable terminology, although not all forward-looking
statements contain these words.
Although we believe that the expectations reflected in these
forward-looking statements such as the growth in revenues, along
with the statements under the heading Business Outlook are
reasonable, these statements relate to future events or our future
operational or financial performance and involve known and unknown
risks, uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by these forward-looking statements. Furthermore, actual
results may differ materially from those described in the
forward-looking statements and will be affected by a variety of
risks and factors that are beyond our control, including, without
limitation, statements about our future financial performance,
including our revenue, cash flows, costs of revenue and operating
expenses; our anticipated growth; our predictions about our
industry; the impact of the COVID-19 pandemic on our business and
our ability to attract, retain and cross-sell to clients. The
forward-looking statements contained in this release are also
subject to other risks and uncertainties, including those more
fully described in our filings with the Securities and Exchange
Commission ("SEC"), including in our Annual Report on Form 10-K for
the fiscal year ended May 31, 2022.
The forward-looking statements in this press release speak only as
of the date on which the statements are made. We undertake no
obligation to update, and expressly disclaim the obligation to
update, any forward-looking statements made in this press release
to reflect events or circumstances after the date of this press
release or to reflect new information or the occurrence of
unanticipated events, except as required by law.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATION
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the
|
|
For
the
|
|
|
For
the
|
|
|
For
the
|
Three Months
Ended
|
Three Months
Ended
|
Nine Months
Ended
|
Nine Months
Ended
|
28-Feb-23
|
28-Feb-22
|
28-Feb-23
|
28-Feb-22
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Airfreight
services
|
|
$
|
13,206,112
|
|
|
127,787,167
|
|
|
$
|
64,721,816
|
|
|
$
|
455,020,012
|
Ocean freight and ocean
services
|
|
|
23,106,949
|
|
|
104,379,472
|
|
|
|
159,292,026
|
|
|
|
343,102,200
|
Contract
logistics
|
|
|
755,034
|
|
|
725,932
|
|
|
|
2,499,459
|
|
|
|
2,659,652
|
Customs brokerage and
other services
|
|
|
12,559,407
|
|
|
17,543,324
|
|
|
|
48,460,306
|
|
|
|
44,856,580
|
Total
revenues
|
|
|
49,627,502
|
|
|
250,435,895
|
|
|
|
274,973,607
|
|
|
|
845,638,444
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Airfreight
services
|
|
|
11,964,314
|
|
|
127,220,095
|
|
|
|
59,465,104
|
|
|
|
447,865,096
|
Ocean freight and ocean
services
|
|
|
19,722,259
|
|
|
99,620,036
|
|
|
|
142,806,034
|
|
|
|
323,381,733
|
Contract
logistics
|
|
|
215,245
|
|
|
459,492
|
|
|
|
846,226
|
|
|
|
1,529,318
|
Customs brokerage and
other services
|
|
|
11,397,398
|
|
|
16,011,938
|
|
|
|
44,773,324
|
|
|
|
41,330,633
|
Salaries and related
costs
|
|
|
3,076,221
|
|
|
2,551,481
|
|
|
|
10,036,200
|
|
|
|
8,120,799
|
Professional
fees
|
|
|
39,082
|
|
|
190,765
|
|
|
|
1,213,807
|
|
|
|
669,091
|
Rent and
occupancy
|
|
|
883,681
|
|
|
508,621
|
|
|
|
2,026,363
|
|
|
|
1,478,600
|
Selling and
promotion
|
|
|
1,471,236
|
|
|
899,097
|
|
|
|
2,033,668
|
|
|
|
4,591,715
|
Depreciation and
amortization
|
|
|
203,390
|
|
|
196,347
|
|
|
|
606,030
|
|
|
|
585,019
|
Other
|
|
|
323,747
|
|
|
524,933
|
|
|
|
993,508
|
|
|
|
1,975,000
|
Total costs and
operating expenses
|
|
|
49,296,573
|
|
|
248,182,805
|
|
|
|
264,800,264
|
|
|
|
831,527,004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from
operations
|
|
|
330,929
|
|
|
2,253,090
|
|
|
|
10,173,343
|
|
|
|
14,111,440
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
(expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
(546,791)
|
|
|
(1,395,396)
|
|
|
|
(2,876,776)
|
|
|
|
(4,566,876
|
Amortization of debt
discount
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
|
|
(776,515
|
Loss on extinguishment
of convertible notes payable
|
|
|
-
|
|
|
(1,344,087)
|
|
|
|
-
|
|
|
|
(564,037
|
Gain on forgiveness of
promissory note
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
|
|
358,236
|
Change in fair value of
derivative liabilities
|
|
|
64,955
|
|
|
(4,275,986)
|
|
|
|
809,611
|
|
|
|
(4,275,986
|
Other Income
|
|
|
-
|
|
|
60,000
|
|
|
|
-
|
|
|
|
60,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income
(expenses)
|
|
|
(481,836)
|
|
|
(6,955,469)
|
|
|
|
(2,067,165)
|
|
|
|
(9,765,178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
before income taxes
|
|
|
(150,907)
|
|
|
(4,702,379)
|
|
|
|
8,106,178
|
|
|
|
4,346,262
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax (credit)
expense
|
|
|
(814,080)
|
|
|
228,207
|
|
|
|
849,967
|
|
|
|
2,765,207
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
|
663,173
|
|
|
(4,930,586)
|
|
|
|
7,256,211
|
|
|
|
1,581,055
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deemed
Dividend
|
|
|
-
|
|
|
(4,565,725)
|
|
|
|
-
|
|
|
|
(4,565,725
|
Net income
(loss) available to common shareholders
|
|
$
|
663,173
|
|
$
|
(9,496,311)
|
|
|
$
|
7,256,211
|
|
|
$
|
(2,984,670
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNIQUE LOGISTICS
INTERNATIONAL, INC.
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28-Feb-23
|
|
|
31-May-22
|
|
|
(Unaudited)
|
|
|
(Audited)
|
ASSETS
|
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
14,402,666
|
|
|
$
|
1,422,393
|
Accounts receivable,
net
|
|
|
40,438,290
|
|
|
|
74,746,036
|
Contract
assets
|
|
|
3,859,562
|
|
|
|
30,970,581
|
Other current assets
and prepaids
|
|
|
3,769,572
|
|
|
|
1,404,021
|
Total current
assets
|
|
|
62,470,090
|
|
|
|
108,543,031
|
|
|
|
|
|
|
|
|
Property and equipment,
net
|
|
|
1,691,248
|
|
|
|
188,889
|
|
|
|
|
|
|
|
|
Other long-term
assets:
|
|
|
|
|
|
|
|
Goodwill
|
|
|
8,449,454
|
|
|
|
4,463,129
|
Identifiable intangible
assets, net
|
|
|
13,322,344
|
|
|
|
7,337,704
|
Equity-method
investments
|
|
|
10,861,111
|
|
|
|
-
|
Operating lease
right-of-use assets, net
|
|
|
10,931,331
|
|
|
|
2,408,098
|
Deferred tax asset,
net
|
|
|
1,193,610
|
|
|
|
942,748
|
Other noncurrent
assets
|
|
|
2,021,926
|
|
|
|
1,028,336
|
Total other long-term
assets
|
|
|
46,779,776
|
|
|
|
16,180,015
|
Total assets
|
|
$
|
110,941,114
|
|
|
$
|
124,911,935
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
17,462,662
|
|
|
$
|
49,028,862
|
Accrued expenses and
current liabilities
|
|
|
10,178,857
|
|
|
|
5,666,159
|
Accrued
freight
|
|
|
8,056,941
|
|
|
|
9,240,650
|
Contract
Liabilities
|
|
|
358,365
|
|
|
|
468,209
|
Revolving credit
facility
|
|
|
9,882,529
|
|
|
|
38,141,451
|
Current portion of
notes payable
|
|
|
17,804,500
|
|
|
|
608,333
|
Current portion of
noncurrent debt due to related parties
|
|
|
325,478
|
|
|
|
301,308
|
Current portion of
operating lease liability
|
|
|
2,422,306
|
|
|
|
912,618
|
Other current
liabilities
|
|
|
5,710,057
|
|
|
|
-
|
Total current
liabilities
|
|
|
72,201,695
|
|
|
|
104,367,590
|
Noncurrent
liabilities:
|
|
|
|
|
|
|
|
Noncurrent portion of
notes payable
|
|
|
1,500,000
|
|
|
|
-
|
Noncurrent debt due to
related parties, net of current portion
|
|
|
150,655
|
|
|
|
397,968
|
Derivative
liabilities
|
|
|
11,628,383
|
|
|
|
12,437,994
|
Operating lease
liability, net of current portion
|
|
|
8,813,569
|
|
|
|
1,593,873
|
Other noncurrent
liabilities
|
|
|
-
|
|
|
|
282,666
|
Total noncurrent
liabilities
|
|
|
22,092,607
|
|
|
|
14,712,501
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
94,294,302
|
|
|
|
119,080,091
|
|
|
|
|
|
|
|
|
Commitments and
contingencies
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
Stockholders'
Equity:
|
|
|
|
|
|
|
|
Preferred Stock, $0.001
par value: 5,000,000 shares authorized
|
|
|
|
|
|
|
|
Series A Convertible
Preferred stock, $0.001 par value; 120,065 and 130,000, issued and
outstanding as
of February 28, 2023, and May 31, 2022, respectively. Liquidation
preference $120 on February 28, 2023
|
|
|
120
|
|
|
|
130
|
Series B Convertible
Preferred stock, $0.001 par value; 820,800 shares issued and
outstanding as of
February 28, 2023, and May 31, 2022, respectively. Liquidation
preference $821 on February 28, 2023
|
|
|
821
|
|
|
|
821
|
Series C Convertible
Preferred stock, $0.001 par value; 195 shares, issued and
outstanding as of
February 28, 2023, and May 31, 2022, respectively. Liquidation
preference $18.5 million on February 28, 2023
|
|
|
-
|
|
|
|
-
|
Series D Convertible
Preferred stock, $0.001 par value; 180 and 187, issued and
outstanding as of
February 28, 2023, and May 31, 2022, respectively. Liquidation
preference $17.3 million on February 28, 2023
|
|
|
-
|
|
|
|
-
|
Preferred stock,
value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock $0.001 par
value; 800,000,000 shares authorized, 799,141,770 and 687,196,478
common
shares issued and outstanding as of February 28, 2023, and May 31,
2022, respectively.
|
|
|
799,143
|
|
|
|
687,197
|
|
|
|
|
|
|
|
|
Additional paid-in
capital
|
|
|
180,220
|
|
|
|
292,155
|
Retained
earnings
|
|
|
12,107,752
|
|
|
|
4,851,541
|
Total Stockholders'
equity attributable to registrant
|
|
|
13,088,055
|
|
|
|
5,831,844
|
Equity attributable to
noncontrolling interests
|
|
|
3,558,757
|
|
|
|
-
|
Total Stockholder's
Equity
|
|
|
16,646,812
|
|
|
|
5,831,844
|
Total Liabilities
and Stockholders' Equity
|
|
$
|
110,941,114
|
|
|
$
|
124,911,935
|
UNIQUE LOGISTICS
INTERNATIONAL, INC.
|
|
|
|
|
|
|
Adjusted
EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the
Three
|
|
|
For the
Three
|
Months
Ended
|
Months
Ended
|
28-Feb-23
|
28-Feb-22
|
Net income
(loss)
|
|
$
|
663,173
|
|
|
$
|
(4,930,586
|
|
|
|
|
|
|
|
|
Add Back:
|
|
|
|
|
|
|
|
Income tax
|
|
|
(814,080)
|
|
|
|
228,207
|
Depreciation and
amortization
|
|
|
203,390
|
|
|
|
196,347
|
(Gain) loss on
extinguishment of convertible notes
|
|
|
-
|
|
|
|
1,344,087
|
Interest expense
(including accretion of debt discount)
|
|
|
546,791
|
|
|
|
1,395,396
|
Change in fair value of
derivative liabilities
|
|
|
(64,955)
|
|
|
|
4,275,986
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
|
$
|
534,319
|
|
|
$
|
2,509,437
|
|
|
|
|
|
|
|
|
|
|
For the
Nine
|
|
|
For the
Nine
|
Months
Ended
|
Months
Ended
|
28-Feb-23
|
28-Feb-22
|
Net income
|
|
$
|
7,256,211
|
|
|
$
|
1,581,055
|
|
|
|
|
|
|
|
|
Add Back:
|
|
|
|
|
|
|
|
Income tax
|
|
|
849,967
|
|
|
|
2,765,207
|
Depreciation and
amortization
|
|
|
606,030
|
|
|
|
585,019
|
Gain on forgiveness of
promissory notes
|
|
|
|
|
|
|
(358,236
|
Loss on extinguishment
of convertible notes
|
|
|
|
|
|
|
564,037
|
Factoring
fees
|
|
|
|
|
|
|
27,000
|
Change in fair value of
derivative liabilities
|
|
|
(809,611)
|
|
|
|
4,275,986
|
Interest expense
(including accretion of debt discount)
|
|
|
2,876,776
|
|
|
|
5,343,391
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
|
$
|
10,752,373
|
|
|
$
|
14,783,459
|
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SOURCE Unique Logistics International, Inc.