Quarterly report pursuant to Section 13 or 15(d)

COMMITMENTS AND CONTINGENCIES

v3.22.1
COMMITMENTS AND CONTINGENCIES
9 Months Ended
Feb. 28, 2022
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

9. COMMITMENTS AND CONTINGENCIES

 

Pending acquisitions

 

On August 23, 2021, the Company and Unique Logistics Limited, Hong Kong (“ULHK”) entered into a Non-Binding Term Sheet for the Company’s purchase from ULHK of (i) 65% of the capital stock of Unique Logistics International India (Private) Ltd.; (ii) 50% of the capital stock of ULI (North & East China) Company Limited; (iii) 50% of the capital stock of Unique Logistics International (Shanghai) Co. Ltd; (iv) 50% of the capital stock of ULI International Co. Ltd.; (v) 49.99% of TGF Unique Limited; (vi) 100% of the capital stock of Unique Logistics International (H.K.) Limited; (vii) 65% of the capital stock of Unique Logistics International (Vietnam) Co. Ltd.; (viii) 70% of the capital stock of ULI (South China) Limited; (ix) 100% of the capital stock of Unique Logistics International (South China) Ltd.; and (x) 100 of the capital stock of Shenzhen Unique Logistics Limited (collectively the “ULHK Entities”). The initial purchase price, subject to adjustment, to be paid for the ULHK Entities is $22,000,000 payable as follows (i) $21,000,000 payable at closing (ii) $1,000,000 in the form of a zero interest 24-month promissory note. Seller shall also be entitled to an additional $2,500,000 payable (the “Earn-Out

 

 

Payment”) by March 31, 2023, in the event that ULHK Entities EBITDA exceeds $5,000,000 for the calendar year of 2022. Should ULHK Entities EBITDA be less than $5,000,000 but more than $4,500,000 for the 2022 calendar year, the Earn-Out Payment will be adjusted to $2,000,000. No Earn-Out will be paid if the EBITDA of the ULHK Entities is less than $4,500,000 for the 2022 calendar year.

 

The purchase of ULHK Entities is subject to, among other things, due diligence, receipt and review of definitive agreements, receipt of certain regulatory approvals, audited financial statements, material third part consents and consent of minority shareholders of ULHK Entities. On April 11, 2022 the term sheet was extended to June 30, 2022.

 

Litigation

 

From time to time, the Company may become involved in litigation relating to claims arising in the ordinary course of the business. There are no claims or actions pending or threatened against the Company that, if adversely determined, would in the Company’s management’s judgment have a material adverse effect on the Company.

 

Leases

 

The Company leases office space, warehouse facilities and equipment under non-cancellable lease agreements expiring on various dates through October 2028. Office leases contain provisions for future rent increases. The Company adopted ASC 842 from inception, requiring the Company to recognize an asset and liability on the consolidated balance sheets for lease arrangements with terms longer than 12 months. The Company has elected the practical expedient to not apply the recognition requirement to leases with a term of less than one year (short term leases). The Company uses its incremental borrowing rate to discount lease payments to present value. The incremental borrowing rate is based on the estimated interest rate the Company could obtain for borrowing over a similar term of the lease at commencement date. Rental escalations, renewal options and termination options, when applicable, have been factored into the Company’s determination of lease payments when appropriate. The Company does not separate lease and non-lease components of contracts. Variable payments related to pass-through costs for maintenance, taxes and insurance or adjustments based on an index such as Consumer Price Index are not included in the measurement of the lease liability or asset and are expensed as incurred.

 

The components of lease expense were as follows:

 

    For the Three Months Ended     For the Three Months Ended  
    February 28, 2022     February 28, 2021  
Operating lease   $ 310,965     $ 387,657  
Interest on lease liabilities     16,910       43,200  
Total net lease cost   $ 327,875     $ 430,857  

 

   

For the Nine

Months Ended

   

For the Nine

Months Ended

 
    February 28, 2022     February 28, 2021  
Operating lease   $ 1,103,649     $ 1,125,081  
Interest on lease liabilities     104,242       141,265  
Total net lease cost   $ 1,207,891     $ 1,266,346  

 

 

Supplemental balance sheet information related to leases was as follows:

 

    February 28, 2022     May 31, 2021  
             
Operating leases:                
Operating lease ROU assets – net   $ 2,693,878     $ 3,797,527  
                 
Current operating lease liabilities, included in current liabilities     (1,141,902 )     (1,466,409 )
Noncurrent operating lease liabilities, included in long-term liabilities     (1,656,882 )     (2,431,144 )
Total operating lease liabilities   $ (2,798,784 )   $ (3,897,553 )

 

Supplemental cash flow and other information related to leases was as follows:

 

   

For the Nine

Months Ended
February 28, 2022

   

For the Nine

Months Ended
February 28, 2021

 
             
Cash paid for amounts included in the measurement of lease liabilities:                
Operating leases   $ 1,098,769     $ 981,967  
ROU assets obtained in exchange for lease liabilities:                
Operating leases   $ -     $ 223,242  
Weighted average remaining lease term (in years):                
Operating leases     3.98       4.20  
Weighted average discount rate:                
Operating leases     4.25 %     4.25 %

 

Future minimum lease payments under noncancelable operating leases are as follows:

 

Twelve Months Ending February 28,      
2022   $ 1,234,111  
2023     535,217  
2024     427,463  
2025     310,223  
2026     211,383  
Thereafter     373,181  
Total lease payments     3,091,578  
Less: imputed interest     (292,794 )
Total lease obligations   $ 2,798,784