Exhibit 99.1

 

 

Unique Logistics International Reports Fiscal Third Quarter Financial Results

 

- 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.

 

Investor Relations

 

MZ North America

Brian M. Prenoveau, CFA

561-489-5315

UNQL@mzgroup.us

 

 

 

 

UNIQUE LOGISTICS INTERNATIONAL, INC.

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