NEW
YORK, Oct. 30, 2023 /PRNewswire/ -- Unique
Logistics International, Inc. (OTCMKTS: UNQL) ("Unique" or the
"Company"), a global logistics and freight forwarding company,
today announced results for its first fiscal quarter
ended August 31, 2023.
"Market slowdown in the current quarter was anticipated, and the
impact is being felt throughout the industry," said Sunandan
Ray, Chief Executive Officer of Unique Logistics. "United States import shipping remained
depressed for most of the quarter, and only in mid-August were
there signs of an uptick in volumes. The Company remains focused on
expanding its customer base, diversifying its product offerings,
and building business at our recently acquired subsidiaries. The
Company has also embarked on a plan to reduce fixed costs, the
impact of which should be felt in our third quarter commencing
December 1, 2023."
First Quarter Key Metrics
The quarter ended
August 31, 2023, saw a substantial
decline in the shipping market. The combined impact is reflected in
the decline in the Company's revenue as compared with the same
quarter last year. The impact of reduced shipping was particularly
severe on the more expensive air freight sector.
|
(in
millions)
|
|
|
|
|
|
For the Three Months
Ended August 31
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
|
|
|
|
Net Revenue
|
$
|
62.9
|
$
|
136.5
|
|
Adjusted
EBITDA
|
$
|
(0.7)
|
$
|
5.1
|
|
|
|
|
|
|
As
of
|
|
August 31,
2023
|
|
May 31,
2023
|
|
|
|
|
|
|
Total Assets
|
$
|
115.7
|
$
|
111.5
|
|
Total Stockholders'
Equity
|
$
|
15.3
|
$
|
17.6
|
First Quarter Financial Results
- Gross profit margins improved to 13.1% compared with 7.4% for
the same period last year.
- Newly acquired operating subsidiaries in Asia resulted in increased operating cost,
while the business levels at these subsidiaries remained depressed
due to the reduced shipping volumes in the quarter.
- Overall EBITDA loss of $0.7
million is partially due to low shipping volumes and
partially due to fixed costs that the Company incurred in order to
support anticipated growth and market rebound, including costs of
integration of the consolidated subsidiaries since the
acquisition.
"We continue our progress towards the planned merger with Edify
Acquisition Corporation (NASDAQ: EAC), a strategic move that will
establish us as a Nasdaq-listed entity with the necessary liquidity
to execute our growth strategy both organically and through
acquisitions."
"The first quarter saw a temporary slowdown in shipping
activity. Despite these challenges, we held EBITDA close to
breaking even, and we continue to sustain robust growth initiatives
even in the face of a challenging economic landscape."
Business Outlook
"We are actively integrating recently acquired subsidiaries
while exploring new opportunities for acquisitions and
partnerships. We are also dedicated to acquiring new customers and
strategically positioning the company for increased volume, a
broader customer base, reduced fixed costs, and anticipated
improved performance in the upcoming quarters."
Mr. Ray concluded, "Unique Logistics remains dedicated to
pushing the boundaries of innovation, sustainability, and
customer-centric solutions. By harnessing our collective expertise
and forward-looking approach, we are confident in our ability to
weather challenges and emerge stronger and more dynamic in the
future."
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, 2023.
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
Three
|
|
|
For the
Three
|
|
Months
Ended
|
Months
Ended
|
|
31-Aug-23
|
31-Aug-22
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Airfreight
services
|
|
$
|
19,147,970
|
|
|
$
|
29,934,037
|
|
Ocean freight and
ocean services
|
|
|
30,728,501
|
|
|
|
88,254,730
|
|
Contract
logistics
|
|
|
572,712
|
|
|
|
768,714
|
|
Customs brokerage and
other services
|
|
|
12,419,101
|
|
|
|
17,551,391
|
|
Total
revenues
|
|
|
62,868,284
|
|
|
|
136,508,872
|
|
|
|
|
|
|
|
|
|
Equity method
earnings
|
|
|
175,696
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Costs and operating
expenses:
|
|
|
|
|
|
|
|
|
Airfreight
services
|
|
|
17,892,433
|
|
|
|
27,549,841
|
|
Ocean freight and
ocean services
|
|
|
25,819,755
|
|
|
|
81,937,860
|
|
Contract
logistics
|
|
|
168,158
|
|
|
|
312,892
|
|
Customs brokerage and
other services
|
|
|
10,748,897
|
|
|
|
16,644,743
|
|
Salaries and related
costs
|
|
|
6,016,892
|
|
|
|
3,284,382
|
|
Professional
fees
|
|
|
807,893
|
|
|
|
763,304
|
|
Rent and
occupancy
|
|
|
1,096,565
|
|
|
|
529,110
|
|
Selling and
promotion
|
|
|
714,971
|
|
|
|
100,854
|
|
Depreciation and
amortization
|
|
|
699,400
|
|
|
|
200,674
|
|
Other
expense
|
|
|
471,979
|
|
|
|
332,947
|
|
Total costs and
operating expenses
|
|
|
64,436,943
|
|
|
|
131,656,607
|
|
|
|
|
|
|
|
|
|
Income (loss) from
operations
|
|
|
(1,392,963)
|
|
|
|
4,852,265
|
|
|
|
|
|
|
|
|
|
Other income
(expenses)
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
(1,390,208)
|
|
|
|
(1,357,685)
|
|
Change in fair value
of derivative liabilities
|
|
|
(21,788)
|
|
|
|
618,948
|
|
Total other income
(expenses)
|
|
|
(1,411,996)
|
|
|
|
(738,737)
|
|
|
|
|
|
|
|
|
|
Net income (loss)
before income taxes
|
|
|
(2,804,959)
|
|
|
|
4,113,528
|
|
|
|
|
|
|
|
|
|
Income tax expense
(benefit)
|
|
|
(493,831)
|
|
|
|
792,187
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
|
(2,311,128)
|
|
|
|
3,321,341
|
|
|
|
|
|
|
|
|
|
Noncontrolling
interest
|
|
|
80,477
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Net income (loss)
attributable to for common shareholders
|
|
$
|
(2,230,651)
|
|
|
$
|
3,321,341
|
|
UNIQUE LOGISTICS
INTERNATIONAL, INC.
|
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31-Aug-23
|
|
|
31-May-23
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
3,370,182
|
|
|
$
|
6,744,238
|
|
Accounts receivable,
net
|
|
|
50,784,511
|
|
|
|
41,402,435
|
|
Contract
assets
|
|
|
2,618,111
|
|
|
|
2,886,779
|
|
Other current assets
and prepaids
|
|
|
7,318,337
|
|
|
|
9,293,533
|
|
Total current
assets
|
|
|
64,091,141
|
|
|
|
60,326,985
|
|
|
|
|
|
|
|
|
|
Property and equipment,
net
|
|
|
631,161
|
|
|
|
609,785
|
|
|
|
|
|
|
|
|
|
Other noncurrent
assets:
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
20,516,018
|
|
|
|
20,516,018
|
|
Intangible assets,
net
|
|
|
12,433,925
|
|
|
|
12,865,093
|
|
Equity-method
investments
|
|
|
3,557,379
|
|
|
|
3,381,683
|
|
Operating lease
right-of-use assets, net
|
|
|
9,931,338
|
|
|
|
10,269,516
|
|
Deferred offering
cost
|
|
|
2,905,949
|
|
|
|
2,419,976
|
|
Other noncurrent
assets
|
|
|
1,630,799
|
|
|
|
1,133,674
|
|
Total other noncurrent
assets
|
|
|
50,975,408
|
|
|
|
50,585,960
|
|
Total assets
|
|
$
|
115,697,710
|
|
|
$
|
111,522,730
|
|
|
|
|
|
|
|
|
|
Liabilities and
Stockholders' Equity
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
27,038,705
|
|
|
$
|
25,132,388
|
|
Accrued expenses and
current liabilities
|
|
|
6,836,706
|
|
|
|
8,594,947
|
|
Accrued
freight
|
|
|
2,370,646
|
|
|
|
3,489,957
|
|
Revolving credit
facility
|
|
|
13,307,415
|
|
|
|
8,050,227
|
|
Current portion of
notes payable
|
|
|
971,667
|
|
|
|
-
|
|
Current portion of
notes payable to related parties
|
|
|
301,309
|
|
|
|
4,801,310
|
|
Current portion of
notes payable
|
|
|
|
|
|
|
|
|
Current portion of
operating lease liability
|
|
|
2,365,393
|
|
|
|
2,379,774
|
|
Total current
liabilities
|
|
|
53,191,841
|
|
|
|
52,448,603
|
|
|
|
|
|
|
|
|
|
Noncurrent
liabilities
|
|
|
|
|
|
|
|
|
Notes
payable
|
|
|
8,526,316
|
|
|
|
4,000,000
|
|
Notes payable to
related parties, net of current portion
|
|
|
9,000,000
|
|
|
|
8,750,000
|
|
Operating lease
liability, net of current portion
|
|
|
7,972,219
|
|
|
|
8,212,445
|
|
Derivative
liabilities
|
|
|
11,580,049
|
|
|
|
11,558,261
|
|
Deferred tax
liability, net
|
|
|
4,593,266
|
|
|
|
4,405,442
|
|
Other noncurrent
liabilities
|
|
|
5,549,513
|
|
|
|
4,552,346
|
|
Total noncurrent
liabilities
|
|
|
47,221,363
|
|
|
|
41,478,494
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
100,413,204
|
|
|
|
93,927,097
|
|
|
|
|
|
|
|
|
|
Commitments and
contingencies
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity:
|
|
|
|
|
|
|
|
|
Preferred Stock, $.001
par value: 5,000,000 shares
authorized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A Convertible
Preferred stock, $0.001 par value;
120,065 issued and outstanding as of August 31, 2023
and May 31, 2023, respectively. Liquidation preference
$120 at August 31, 2023
|
|
|
120
|
|
|
|
120
|
|
Series B Convertible
Preferred stock, $0.001 par value;
820,800 issued and outstanding as of August 31, 2023
and May 31, 2023, respectively. Liquidation preference
of $821 at August 31, 2023
|
|
|
821
|
|
|
|
821
|
|
Series C Convertible
Preferred stock, $0.001 par value;
195, issued and outstanding as of August 31, 2023 and
May 31, 2023, respectively. Liquidation preference
$10.5 million at August 31, 2023
|
|
|
-
|
|
|
|
-
|
|
Series D Convertible
Preferred stock, $0.001 par value;
180 issued and outstanding as of August 31, 2023 and
May 31, 2023, respectively. Liquidation preference
$9.8 million at August 31, 2023
|
|
|
-
|
|
|
|
-
|
|
Preferred stock,
value
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Common stock, $0.001
par value; 800,000,000 shares
authorized; 799,141,770 shares issued and outstanding
as of August 31, 2023 and May 31, 2023, respectively.
|
|
|
799,142
|
|
|
|
799,142
|
|
Additional paid-in
capital
|
|
|
180,220
|
|
|
|
180,220
|
|
Accumulated other
comprehensive income
|
|
|
3,259
|
|
|
|
3,258
|
|
Retained
earnings
|
|
|
10,835,458
|
|
|
|
13,066,109
|
|
Total Stockholders'
Equity attributable to common
shareholder
|
|
|
11,819,020
|
|
|
|
14,049,670
|
|
Equity attributable to
noncontrolling interests
|
|
|
3,465,486
|
|
|
|
3,545,963
|
|
Total Stockholders'
Equity
|
|
|
15,284,506
|
|
|
|
17,595,633
|
|
Total Liabilities and
Stockholders' Equity
|
|
$
|
115,697,710
|
|
|
$
|
111,522,730
|
|
UNIQUE LOGISTICS
INTERNATIONAL, INC.
|
|
|
Adjusted
EBITDA
|
|
|
|
For
the
|
|
|
For
the
|
|
|
three months
Ended
|
three months
ended
|
|
31-Aug-23
|
31-Aug-22
|
|
Net income
(loss)
|
|
$
|
(2,311,128)
|
|
|
$
|
3,321,341
|
|
|
|
|
|
|
|
|
|
|
|
Add Back:
|
|
|
|
|
|
|
|
|
|
Income tax
(benefit)
|
|
|
(493,831)
|
|
|
|
792,187
|
|
|
Depreciation and
amortization
|
|
|
699,400
|
|
|
|
200,674
|
|
|
Change in fair value
of derivative liability
|
|
|
21,788
|
|
|
|
(618,948)
|
|
|
Interest
expense
|
|
|
1,390,208
|
|
|
|
1,357,685
|
|
|
Adjusted
EBITDA
|
|
$
|
(693,563)
|
|
|
$
|
5,052,939
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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SOURCE Unique Logistics International, Inc.