- 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.

Unique Logo (PRNewsfoto/Unique Logistics International, Inc.)

"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.

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