UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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Indicate
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UNIQUE LOGISTICS INTERNATIONAL, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2023
TABLE OF CONTENTS
| 2 |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNIQUE LOGISTICS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| November 30, 2023 | May 31, 2023 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Contract assets | ||||||||
| Other current assets and prepaids | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Other noncurrent assets: | ||||||||
| Goodwill | ||||||||
| Intangible assets, net | ||||||||
| Equity-method investments | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| Deferred offering cost | ||||||||
| Other noncurrent assets | ||||||||
| Total other noncurrent assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and current liabilities | ||||||||
| Accrued freight | ||||||||
| Revolving credit facility | ||||||||
| Current portion of notes payable | ||||||||
| Current portion of notes payable to related parties | ||||||||
| Current portion of operating lease liability | ||||||||
| Total current liabilities | ||||||||
| Noncurrent liabilities | ||||||||
| Notes payable | ||||||||
| Notes payable to related parties, net of current portion | ||||||||
| Operating lease liability, net of current portion | ||||||||
| Derivative liabilities | ||||||||
| Deferred tax liability, net | ||||||||
| Other noncurrent liabilities | ||||||||
| Total noncurrent liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 6) | ||||||||
| Stockholders’ Equity: | ||||||||
| Preferred Stock, $ par value: shares authorized | ||||||||
| Series A Convertible Preferred stock, $ par value; issued and outstanding as of November 30, 2023 and May 31, 2023, respectively. Liquidation preference $ | ||||||||
| Series B Convertible Preferred stock, $ par value; issued and outstanding as of November 30, 2023 and May 31, 2023, respectively. Liquidation preference of $ | ||||||||
| Series C Convertible Preferred stock, $ par value; , issued and outstanding as of November 30, 2023 and May 31, 2023, respectively. Liquidation preference $ | ||||||||
| Series D Convertible Preferred stock, $ par value; issued and outstanding as of November 30, 2023 and May 31, 2023, respectively. Liquidation preference $ | ||||||||
| Common stock, $ par value; shares authorized; shares issued and outstanding as of November 30, 2023 and May 31, 2023, respectively. | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income | ( | ) | ||||||
| Retained earnings | ||||||||
| Total Stockholders’ Equity attributable to common shareholder | ||||||||
| Equity attributable to noncontrolling interests | ||||||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See notes accompanying condensed consolidated financial statements.
| F-1 |
UNIQUE LOGISTICS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATION
(Unaudited)
| For the Three Months Ended November 30, 2023 | For the Three Months Ended November 30, 2022 | For the Six Months Ended November 30, 2023 | For the Six Months Ended November 30, 2022 | |||||||||||||
| Revenues: | ||||||||||||||||
| Airfreight services | $ | $ | $ | $ | ||||||||||||
| Ocean freight and ocean services | ||||||||||||||||
| Contract logistics | ||||||||||||||||
| Customs brokerage and other services | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Equity method earnings | ||||||||||||||||
| Costs and operating expenses: | ||||||||||||||||
| Airfreight services | ||||||||||||||||
| Ocean freight and ocean services | ||||||||||||||||
| Contract logistics | ||||||||||||||||
| Customs brokerage and other services | ||||||||||||||||
| Salaries and related costs | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Rent and occupancy | ||||||||||||||||
| Selling and promotion | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Foreign exchange transactions, net | ( | ) | ( | ) | ||||||||||||
| Other | ( | ) | ||||||||||||||
| Total costs and operating expenses | ||||||||||||||||
| (Loss) income from operations | ( | ) | ( | ) | ||||||||||||
| Other income (expenses) | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Change in fair value of derivative liabilities | ( | ) | ( | ) | ||||||||||||
| Total other income (expenses) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net (loss) income before income taxes | ( | ) | ( | ) | ||||||||||||
| Income tax expense (benefit) | ( | ) | ( | ) | ||||||||||||
| Net (loss) income | ( | ) | ( | ) | ||||||||||||
| Noncontrolling interest | ( | ) | ||||||||||||||
| Net (loss) income attributable to for common shareholders | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Net income (loss) available for common shareholders per common share | ||||||||||||||||
| – basic | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| – diluted | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Weighted average common shares outstanding | ||||||||||||||||
| – basic | ||||||||||||||||
| – diluted | ||||||||||||||||
See notes to accompanying condensed consolidated financial statements.
| F-2 |
UNIQUE LOGISTICS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
| For the Three | For the Three | |||||||
| Months Ended | Months Ended | |||||||
| November 30, 2023 | November 30, 2022 | |||||||
| Net (loss) income | ( | ) | ||||||
| Other comprehensive income (OCI), net of tax: | ||||||||
| Foreign currency translation adjustments | ( | ) | ||||||
| OCI tax effect | ||||||||
| Total comprehensive (loss) income | ( | ) | ||||||
| Net loss attributable to noncontrolling interest | ( | ) | ||||||
| Comprehensive (loss) income attributable to common shareholder | ( | ) | ||||||
| For the Six | For the Six | |||||||
| Months Ended | Months Ended | |||||||
| November 30, 2023 | November 30, 2022 | |||||||
| Net (loss) income | ( | ) | ||||||
| Other comprehensive income, net of tax: | ||||||||
| Foreign currency translation adjustments | ( | ) | ||||||
| OCI tax effect | ||||||||
| Total comprehensive (loss) income | ( | ) | ||||||
| Net loss attributable to noncontrolling interest | ||||||||
| Comprehensive (loss) income attributable to common shareholder | ( | ) | ||||||
| F-3 |
UNIQUE LOGISTICS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
For the Three and Six Months Ended November 30, 2023
| Series
A Preferred Stock | Series
B Preferred Stock | Series
C Preferred Stock | Series
D Preferred Stock | Common Stock | Additional Paid in | Accumulated Comprehensive | Retained | Total Stockholders’ equity attributable to common | Non- Controlling | Total Stockholders | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | capital | income | earning | stockholder | Interest | Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 1, 2023 | $ | | $ | $ | $ | $ | $ | $ | $ | $ | | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | - | - | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, August 31, 2023 | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | - | - | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, November 30, 2023 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
For the Three and Six Months Ended November 30, 2022
| Series
A Preferred Stock |
Series
B Preferred Stock |
Series
C Preferred Stock |
Series
D Preferred Stock |
Common Stock | Additional Paid in | Retained | Total Stockholders | |||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Equity | Shares | Amount | capital | earning | Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance, June 1, 2022 | $ | $ | |
$ | |
$ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Conversion of Preferred A to Common Stock | ( |
) | ( |
) | - | - | - | ( |
) | |||||||||||||||||||||||||||||||||||||||||||
| Conversion of Preferred D to Common Stock | - | - | - | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, August 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, November 30, 2022 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
See notes accompanying condensed consolidated financial statements.
| F-4 |
UNIQUE LOGISTICS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| For the Six Months Ended November 30, 2023 | For the Six Months Ended November 30, 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
Bad debt recovery | ( | ) | ||||||
| Amortization of right of use assets | ||||||||
| Equity method earnings | ( | ) | ||||||
| Change in net deferred tax provision | ( | ) | ( | ) | ||||
| Change in fair value of derivative liabilities | ( | ) | ||||||
| Accretion of consulting agreement | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Contract assets | ||||||||
| Prepaid expenses and current assets | ( | ) | ||||||
| Deposits and other noncurrent assets | ( | ) | ||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accrued expenses and other current liabilities | ( | ) | ( | ) | ||||
| Accrued freight | ( | ) | ( | ) | ||||
| Contract liabilities | ( | ) | ||||||
| Operating lease liability | ( | ) | ( | ) | ||||
| Net Cash (Used in) Provided by Operating Activities | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Dividends received from equity method investments | ||||||||
| Net Cash Used in Investing Activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Borrowing (repayments) from notes payable | ( | ) | ||||||
| Borrowing (repayments) of debt due to related parties | ( | ) | ( | ) | ||||
| Borrowing (repayments) line of credit, net | ( | ) | ||||||
| Deferred offering costs | ( | ) | ||||||
| Net Cash Provided by (Used in) Financing Activities | ( | ) | ||||||
| Effect of exchange rate on cash and equivalents | ( | ) | ||||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents - Beginning of period | ||||||||
| Cash and cash equivalents - End of period | $ | $ | ||||||
| SUPPLEMENTARY CASH FLOW INFORMATION: | ||||||||
| Cash Paid During the period for: | ||||||||
| Income taxes | $ | $ | ||||||
| Interest | $ | $ | ||||||
| SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Operating lease asset and liability additions | $ | $ | ||||||
| Conversion of Preferred Stock Series D preferred to common | $ | $ | ||||||
| Conversion of Preferred Stock Series A preferred to common | $ | $ | ||||||
| F-5 |
UNIQUE LOGISTICS INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2023
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Unique Logistics International, Inc. and its subsidiaries (the “Company” or “Unique”) is a non-asset-based provider of global logistics and freight forwarding services operating through a worldwide network of offices and exclusive or non-exclusive agents. The Company’s customers include retailers and wholesalers, electronics, high technology, industrial and manufacturing companies around the world. The Company provides a range of international logistics services that enable its customers to outsource sections of their supply chain process. This range of services can be categorized as follows:
| ● | Air Freight | |
| ● | Ocean Freight | |
| ● | Customs Brokerage and Compliance | |
| ● | Warehousing and Distribution | |
| ● | Order Management |
Basis of Presentation
These condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include all accounts of the Company and its majority owned subsidiaries stated in U.S. dollars, the Company’s functional currency. For subsidiaries operating outside the U.S., the financial information will be accounted for on a one-month lag. Substantially all unremitted earnings of international subsidiaries are free of legal and contractual restrictions. All intercompany transactions and balances have been eliminated in the condensed consolidated financial statements.
The unaudited interim financial information furnished herein reflects all adjustments, consisting solely of normal recurring items, which in the opinion of management are necessary to fairly state the financial position of the Company and the results of its operations for the periods presented. The results reported in these interim condensed consolidated financial statements should not be regarded as necessary indicative of results that may be expected for an entire fiscal year. This report should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended May 31, 2023. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The condensed consolidated balance sheet on May 31, 2023 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.
Liquidity
The accompanying condensed consolidated financial statements have been prepared on a going concern basis. Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued.
The
Company’s working capital was $
While the Company continues to execute its strategic plan and grow its customer base, management is focused on managing cash and monitoring liquidity position. Many of the aspects of the liquidity plan involve management’s judgments and estimates that include factors that could be beyond our control and actual results could differ from our estimates. These and other factors could cause the strategic plan to be unsuccessful, which could have a material adverse effect on our operating results, financial condition, and liquidity. Based on our evaluation of the Company’s projected cash flows and business performance as of and subsequent to November 30, 2023, management has concluded that the Company’s current cash and cash availability under the TBK Facility would be sufficient to fund its planned operations for at least one year from the date the consolidated financial statements were issued.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates.
| F-6 |
Significant estimates inherent in the preparation of the condensed consolidated financial statements include determinations of the useful lives and expected future cash flows of long-lived assets, including intangibles, valuation of assets and liabilities acquired in business combinations, and estimates and assumptions in valuation of debt and equity instruments, including derivative liabilities. In addition, the Company makes significant judgments to recognize revenue – see policy note “Revenue Recognition” below.
Revenue Recognition
The Company adopted ASC 606, Revenue from Contracts with Customers. Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to receive in exchange for services. The Company recognizes revenue upon meeting each performance obligation based on the allocated amount of the total consideration of the contract to each specific performance obligation.
To determine revenue recognition, the Company applies the following five steps:
| 1. | Identify the contract(s) with a customer; | |
| 2. | Identify the performance obligations in the contract; | |
| 3. | Determine the transaction price; | |
| 4. | Allocate the transaction price to the performance obligations in the contract; and | |
| 5. | Recognize revenue as or when the performance obligation is satisfied. |
Revenue is recognized as follows:
| i. | Freight income - export sales | |
| Freight income from the provision of air, ocean, and land freight forwarding services are recognized over time based on a relative transit time basis through the sail or departure from origin port. The Company is the principal in these transactions and recognizes revenue on a gross basis. | ||
| ii. | Freight income - import sales | |
| Freight income from the provision of air, ocean, and land freight forwarding services are recognized over time based on a relative transit time basis through the delivery to the customer’s designated location. The Company is the principal in these transactions and recognizes revenue on a gross basis. | ||
| iii. | Customs brokerage and other service income | |
| Customs brokerage and other service income from the provision of other services are recognized at the point in time the performance obligation is met. |
| F-7 |
The Company’s business practices require, for accurate and meaningful disclosure, that it recognizes revenue over time. The “over time” policy is the period from point of origin to arrival of the shipment at the Port of entry (or in the case when the customer requires delivery to a designated point, the arrival at that delivery point). This overtime policy requires the Company to make significant judgements to recognize revenue over the estimated duration of time from port of origin to arrival at port of entry. The point in the process when the Company meets its obligation in the port of entry and the subsequent transfer of the goods to the customer is when the customer has the obligation to pay, has taken physical possession, has legal title, risk and awards (ownership) and has accepted the goods. The Company has elected to not disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as of the end of the period as the Company’s contracts with its customers have an expected duration of one year or less.
The Company uses independent contractors and third-party carriers in the performance of its transportation services. The Company evaluates who controls the transportation services to determine whether its performance obligation is to transfer services to the customer or to arrange for services to be provided by another party. The Company determined it acts as the principal for its transportation services performance obligation since it is in control of establishing the prices for the specified services, managing all aspects of the shipments process and assuming the risk of loss for delivery and collection.
Revenue billed prior to realization is recorded as contract liabilities on the consolidated balance sheets and contract costs incurred prior to revenue recognition are recorded as contract assets on the consolidated balance sheets.
Contract Assets
Contract assets represent amounts for which the Company has the right to consider for the services provided while a shipment is still in-transit but for which it has not yet completed the performance obligation and has not yet invoiced the customer. Upon completion of the performance obligations, which can vary in duration based upon the method of transport and billing the customer, these amounts become classified within accounts receivable.
Contract Liabilities
Contract liabilities represent the amount of obligation to transfer goods or services to a customer for which consideration has been received.
Significant Changes in Contract Asset and Contract Liability Balances for the six months ended November 30, 2023:
| Contract | Contract | |||||||
| Assets | Liabilities | |||||||
| Increase | (Increase) | |||||||
| (Decrease) | Decrease | |||||||
| Reclassification of the beginning contract liabilities to revenue, as the result of performance obligation satisfied | $ | $ | ||||||
| Cash Received in advance and not recognized as revenue | ||||||||
| Reclassification of the beginning contract assets to receivables, as the result of rights to consideration becoming unconditional | ( | ) | ||||||
| Contract assets recognized | ||||||||
| Net Change | $ | ( | ) | $ | ||||
| F-8 |
Disaggregation of Revenue from Contracts with Customers
The following table disaggregates gross revenue from our clients by significant geographic area for the three and six months ended November 30, 2023 and 2022, based on origin of shipment (imports) or destination of shipment (exports):
| For the Three Months Ended November 30, 2023 | For the Three Months Ended November 30, 2022 | |||||||
| China, Hong Kong & Taiwan | $ | $ | ||||||
| Southeast Asia | ||||||||
| United States | ||||||||
| India Sub-continent | ||||||||
| Other | ||||||||
| Total revenue | $ | $ | ||||||
| For the Six Months Ended | For the Six Months Ended | |||||||
| November 30, 2023 | November 30, 2022 | |||||||
| China, Hong Kong & Taiwan | $ | $ | ||||||
| Southeast Asia | ||||||||
| United States | ||||||||
| India Sub-continent | ||||||||
| Other | ||||||||
| Total revenue | $ | $ | ||||||
Foreign Currency
For most of our international operations conducted by the subsidiaries operating outside the U.S, local currencies have been determined to be functional currencies. We translate functional currency assets and liabilities to their U.S. dollar equivalents at exchange rates in effect as of the balance sheet date and income and expense amounts at average exchange rates for the period. The U.S. dollar affects that arise from changing translation rates are recorded in Other comprehensive income/(loss).
Transaction gains or losses result from a change in exchange rates between the functional currency and the currency in which a foreign currency transaction is denominated. We aggregate all transaction gains and losses and classify the net amount in a single caption in the income statement in operating income as Foreign exchange transactions, net.
Fair Value Measurement
The Company follows the authoritative guidance that establishes a formal framework for measuring fair values of assets and liabilities in the consolidated financial statements that are already required by generally accepted accounting principles to be measured at fair value. The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The transaction is based on a hypothetical transaction in the principal or most advantageous market considered from the perspective of the market participant that holds the asset or owes the liability.
The Company utilizes market data or assumptions that market participants who are independent, knowledgeable, and willing and able to transact would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company attempts to utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.
The Company is able to classify fair value balances based on the observability of those inputs. The guidance establishes a formal fair value hierarchy based on the inputs used to measure fair value. The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to level 3 measurements, and accordingly, Level 1 measurement should be used whenever possible.
The hierarchy is broken down into three levels based on the reliability of inputs as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities or published net asset value for alternative investments with characteristics similar to a mutual fund.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 – Unobservable inputs for the asset or liability.
| F-9 |
The methods used may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while management believes its valuation methods are appropriate, the fair value of certain financial instruments could result in a difference fair value measurement at the reporting date. There were no changes in the Company’s valuation methodologies from the prior year.
For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts for financial assets and liabilities such as cash and cash equivalents, accounts receivable - trade, contract assets, factoring reserve, other prepaid expenses and current assets, accounts payable – trade and other current liabilities, including contract liabilities, convertible notes, promissory notes, all approximate fair value due to their short-term nature as of November 30, 2023, and May 31, 2023. The carrying amount of the long-term debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to the Company. Lease liabilities approximate fair value based on the incremental borrowing rate used to discount future cash flows. The Company had Level 3 liabilities (See Derivative liabilities note) as of November 30, 2023, and May 31, 2023. There were no transfers between levels during the reporting period.
Accounts Receivable
Accounts
receivable from revenue transactions are based on invoiced prices which the Company expects to collect. In the normal course of business,
the Company extends credit to customers that satisfy pre-defined credit criteria. The Company generally does not require collateral to
support customer receivables. Accounts receivable, as shown on the consolidated balance sheets, is net of allowances when applicable.
An allowance for doubtful accounts is determined through analysis of the aging of accounts receivable at the date of the consolidated
financial statements, assessments of collectability based on an evaluation of historic and anticipated trends, the financial condition
of the Company’s customers, and an evaluation of the impact of economic conditions. The maximum accounting loss from the credit
risk associated with accounts receivable is the amount receivable recorded, net of allowance for doubtful accounts. As of November 30,
2023, and May 31, 2023 the Company recorded an allowance for doubtful accounts of approximately $
Concentrations
As
of November 30, 2023, three major customers represented approximately
Revenue
from three customers in the aggregate as a percentage of the Company’s total revenue was
| F-10 |
Goodwill and Other Intangibles
The Company accounts for business acquisitions in accordance with GAAP. Goodwill in such acquisitions is determined as the excess of fair value over amounts attributable to specific tangible and intangible assets. GAAP specifies criteria to be used in determining whether intangible assets acquired in a business combination must be recognized and reported separately from goodwill. Amounts assigned to goodwill and other identifiable intangible assets are based on independent appraisals or internal estimates.
In
accordance with GAAP, the Company does not amortize goodwill or indefinite-lived intangible assets. Management evaluates the remaining
useful life of an intangible asset that is not being amortized each reporting period to determine whether events and circumstances continue
to support an indefinite useful life. If an intangible asset that is not being amortized is subsequently determined to have a finite
useful life, it is amortized prospectively over its estimated remaining useful life. Amortizable intangible assets, including tradenames
and non-compete agreements, are amortized on a straight-line basis over
The Company tests goodwill for impairment annually as of May 31 or if an event occurs or circumstances change that indicate that the fair value of the entity, or the reporting unit, may be below its carrying amount (a “triggering event”). Whenever events or circumstances change, entities have the option to first make a qualitative evaluation about the likelihood of goodwill impairment. If impairment is deemed more likely than not, management would perform the two-step goodwill impairment test. Otherwise, the two-step impairment test is not required. In assessing the qualitative factors, the Company assessed relevant events and circumstances that may impact the fair value and the carrying amount of the reporting unit. The identification of the relevant events and circumstances and how these may impact a reporting unit’s fair value or carrying amount involve significant judgements and assumptions. The judgement and assumptions include the identification of macroeconomic conditions, industry and market considerations, overall financial performance, Company specific events and share price trends, an assessment of whether each relevant factor will impact the impairment test positively or negatively, and the magnitude of such impact.
If a quantitative assessment is performed, a reporting unit’s fair value is compared to its carrying value. A reporting unit’s fair value is determined based upon consideration of various valuation methodologies, including the income approach, which utilizes projected future cash flows discounted at rates commensurate with the risks involved and multiples of current and future earnings. If the fair value of a reporting unit is less than its carrying amount, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit.
| F-11 |
Derivative Liability
Convertible Preferred Stock Series A, C and D feature anti-dilution provision that expires on a specified date. Management has determined the anti-dilution provision embedded in preferred stock Series A, C and D is required to be accounted for separately from the preferred stock as a derivative liability and recorded at fair value. Separation of the anti-dilution option as a derivative liability is required because its economic characteristics are considered more akin to an equity instrument and therefore the anti-dilution option is not considered to be clearly and closely related to the economic characteristics of the preferred stock.
The
Company has identified and recorded derivative instruments arising from an anti-dilution provision. An embedded derivative liability
is representing the rights of holders of Convertible Preferred Stock Series A, C and D to receive additional common stock of the
Company upon issuance of any additional common stock by the Company prior to qualified financing event as defined in the agreement.
Each reporting period, the embedded derivative liability, if material, would be adjusted to reflect fair value at each period end
with changes in fair value recorded in the “Change in fair value of embedded derivative liability” financial statement
line item of the company’s statements of operations. The change in fair value of the derivative instrument recorded for the
three and six months ended November 30, 2023 was an increase of $
| Level 1 | Level 2 | Level 3 | ||||||||||
| Derivative liabilities as of June 1, 2023 | $ | $ | $ | |||||||||
| Addition | ||||||||||||
| Change in fair value | ||||||||||||
| Derivative liabilities as of November 30, 2023 | $ | $ | $ | |||||||||
The underlying value of the anti-dilution provision is calculated from estimating the probability and value of the provision assuming a near term financing event. For the period ended November 30, 2023, based on the assumption of how antidilutive shares of Convertible Preferred Series A, C and D would be exchanged in the near future for common stock, and the fact that the antidilution provision of these shares is effective through January 15, 2024, the assumptions include probability of the financing event, estimated value of common stock at the exchange point and estimated time to financing event.
The key inputs into the model were as follows:
| November 30, 2023 | May 31, 2023 | |||||||
| Risk-free interest rate | % | % | ||||||
| Probability of financing event or capital raise | % | % | ||||||
| Estimated value of common stock | $ | per share | $ | per share | ||||
| Estimated time to financing event | ||||||||
Income Taxes
Our tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in the applicable quarter. In each quarter, the estimated annual effective tax rate is updated and a year-to-date adjustment to the provision is made. The estimated annual effective tax rate is subject to significant volatility due to several factors, including the mix of pretax income or loss across multiple jurisdictions and certain book-tax differences.
Income taxes are accounted for under the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, the tax effect of loss carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized.
The Company uses a two-step approach to recognizing and measuring uncertain income tax positions (tax contingencies). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating its tax positions and estimating our tax benefits, which may require periodic adjustments, and which may not match the ultimate future outcome.
| F-12 |
Segment Reporting
Based on the guidance provided by ASC Topic 280, Segment Reporting, management has determined that the Company currently operates in one primary geographical segment, the US where most of the customers are and consists of a single reporting unit given the similarities in economic characteristics between its operations and the common nature of its products, services, and customers.
Basic Earnings Per Share (“EPS”) is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding, including warrants exercisable for less than a penny, (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from net income.
The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, preferred stock, stock options or warrants.
| F-13 |
| For the Three Months Ended | ||||||||
| November 30, 2023 | November 30, 2022 | |||||||
| Numerator: | ||||||||
| Net (loss) income | $ | ( | ) | |||||
| Effect of dilutive securities: | ||||||||
| Diluted net income (loss) | $ | ( | ) | |||||
| Denominator: | ||||||||
| Weighted average common shares outstanding – basic | ||||||||
| Dilutive securities*: | ||||||||
| Series A Preferred | ||||||||
| Series B Preferred | ||||||||
| Series C Preferred | ||||||||
| Series D Preferred | ||||||||
| Weighted average common shares outstanding and assumed conversion – diluted | ||||||||
| Basic net income (loss) per common share | $ | ( | ) | $ | ||||
| Diluted net income (loss) per common share | $ | ( | ) | $ | ||||
| For the Six Months Ended | ||||||||
| November 30, 2023 | November 30, 2022 | |||||||
| Numerator: | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Effect of dilutive securities: | ||||||||
| Diluted net income | $ | ( | ) | $ | ||||
| Denominator: | ||||||||
| Weighted average common shares outstanding – basic | ||||||||
| Dilutive securities*: | ||||||||
| Series A Preferred | ||||||||
| Series B Preferred | ||||||||
| Series C Preferred | ||||||||
| Series D Preferred | ||||||||
| Weighted average common shares outstanding and assumed conversion – diluted | ||||||||
| Basic net income per common share | $ | ( | ) | $ | ||||
| Diluted net income per common share | $ | ( | ) | $ | ||||
| * |
| November 30, 2023 | ||||
| Weighted average common shares outstanding – basic | ||||
| Series A Preferred | ||||
| Series B Preferred | ||||
| Series C Preferred | ||||
| Series D Preferred | ||||
| Weighted average common shares outstanding and assumed conversion – diluted | ||||
Pro Forma Information (Unaudited)
The results of operations of eight entities which the Company acquired on February 21, 2023, have not been included in our November 30th, 2022, condensed consolidated financial statements but are included in the November 30th, 2023, condenses financials statements. The following unaudited pro forma financial information represents a summary of the consolidated results of operations for the three and six months ended November 30, 2022, assuming the acquisitions had been completed as of June 1, 2022, first day of the period presented. The proforma adjustments include the elimination of intercompany revenue and expense transactions. The pro forma financial information is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had been effective as of these dates, or of future results.
| Three Months Ended November 30, 2022 | Six Months Ended November 30, 2022 | |||||||
| Revenue, net | $ | $ | ||||||
| Net Income attributable to registrant | ||||||||
| Weighted average shares of common stock outstanding, basic (as previously reported) | ||||||||
| Weighted average shares of common stock outstanding, diluted (as previously reported) | ||||||||
| Net income per share, basic | $ | $ | ||||||
| Net income per share, diluted | $ | $ | ||||||
Reclassifications
Certain prior period amounts have been reclassified to conform to the current year’s presentation.
2. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consisted of the following on November 30, 2023, and May 31, 2023:
| November 30, 2023 | May 31, 2023 | |||||||
| Accrued salaries and related expenses | $ | $ | ||||||
| Accrued sales and marketing expense | ||||||||
| Accrued professional fees | ||||||||
| Accrued income tax | ||||||||
| Accrued Interest | ||||||||
| Other accrued expenses and current liabilities | ||||||||
| $ | $ | |||||||
| F-14 |
3. FINANCING ARRANGEMENTS
Financing arrangements on the consolidated balance sheets consists of:
| November 30, 2023 | May 31, 2023 | |||||||
| Revolving Credit Facility | $ | $ | ||||||
| Term loans | ||||||||
| Less: Current portion | ( | ) | ( | ) | ||||
| $ | $ | |||||||
Revolving Credit Facility
The
Company’s Revolving Purchase, Loan and Security Agreement with TBK Bank, SSB, a Texas State Savings Bank matured on May 31, 2023.
The parties agreed to extend the maturity date and on July 20, 2023, the Company and TBK Bank entered into a new loan and security agreement
(the “New TBK Agreement,”) amending and restating in their entirety, the terms, conditions, agreements, covenants, obligations,
representations, and warranties of the existing TBK Agreement. The terms of the new agreement are substantially the same as the original
agreement. The New TBK Agreement provides for a facility under which TBK Bank will, from time to time, make advances under the Revolving
Credit Facility to the Company in such amounts as the Company may request, but not to exceed $
Term Loans
On
March 10, 2023, the Company entered into a financing agreement and related fee letter as a borrower with certain of its subsidiaries
party thereto as guarantors, the lenders party thereto, CB Agent Services LLC, as origination agent, and Alter Domus (US) LLC, as
collateral agent, and administrative agent. The Financing Agreement provides for an initial senior secured term loan in a principal
amount of $
Debt Covenants
The Company is subject to certain financial covenants as part of the financing agreement with both Revolving Credit Facility with TBK Bank and Term Debt.
As of November 30, 2023, the Company was in compliance with the financial covenants except for the following:
| ● | An event of default has occurred with the loan and security agreement with TBK Bank as a result of the Company failing to maintain, as of the last day of the fiscal quarter ended November 30, 2023, a fixed charge coverage ratio at a specified rate. On February 5, 2024, the Company entered into a waiver and amendment number 1 to the loan and security agreement with TBK Bank where the bank agreed to waive this default and to make certain modifications to the loan agreement. | |
| ● | An event of default has occurred per the Term Debt with noncompliance related to meeting EBITDA leverage ratio financial covenant. On February 5, 2024, the Company entered into a waiver to financial agreement with CB Agent Services LLC, origination agent and Alter Domus (US) LLC, administrative agent to waive Section 7.01(c) of the financing agreement for the fiscal quarter ending November 30, 2023, default existing as of this date and specifically listed in the waiver agreement. The waiver is effective only in this specific instance and for the specific purpose set forth in the agreement and does not allow for any other or further departure from the terms and conditions of the Financing Agreement or any other loan document, which terms and conditions shall continue in full force and effect. |
| F-15 |
4. RELATED PARTY TRANSACTIONS
The Company has the following debt due to related parties:
| November 30, 2023 | May 31, 2023 | |||||||
| Due to FTS (1) | $ | $ | ||||||
| Due to ULHK(2) | ||||||||
| Less: current portion | ( | ) | ( | ) | ||||
| $ | $ | |||||||
| (1) | |
| The
Promissory Note dated March 30, 2021 in the principal amount $ | |
| Promissory
Note dated February 21, 2023, in connection with the acquisitions completed in the principal amount of $ | |
| (2) | |
| On February 21, 2023, the Company completed the acquisition of eight ULHK operating subsidiaries, in a combination of cash and promissory notes issued to the Seller. As of November 30, 2023, some of these notes were paid off or had been refinanced. |
Transactions listed below are between the Company and ULHK and its operating subsidiaries. These are considered related party transactions due to ULHK being an entity with over 10% investment in the Company.
Accounts Receivable and Payable
Transactions
with related parties account for $
Revenue and Expenses
Revenue
from related party transactions is for export services from related parties or for delivery at place imports nominated by such related
parties. For the three months ended November 30, 2023 and 2022 these transactions represented approximately $
Direct
costs are services billed to the Company by related parties for shipping activities. For the three months ended November 30, 2023, and
2022 these transactions represented approximately $
| F-16 |
5. STOCKHOLDERS’ EQUITY
Common Stock
The Company is authorized to issue shares of stock, a par value of $ per share.
During
the three months ended November 30, 2023, there were
Preferred Shares
The Company is authorized to issue shares of preferred stock, $ par value per share.
Preferred Shares
Series A Convertible Preferred
The holders of Series A Preferred stock. subject to the rights of holders of shares of the Company’s Series B Preferred stock which shares will be pari passu with Series B Preferred in terms of liquidation preference and dividend rights and are subject to an anti-dilution provision, making the holders subject to an adjustment necessary to maintain their agreed upon fully diluted ownership percentage.
Each holder of shares of Series A Preferred stock has the right to convert all or any portion of such holder’s Series A Preferred stock into fully paid and non-assessable shares of common stock at any time or from time to time at such holder’s sole discretion. Each share of Series A Preferred Stock as to which the conversion right is exercised may be converted into shares of the Company’s authorized but unissued shares of common stock.
If the common stock issuable upon conversion of Series A Preferred may be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise, then, in any such event, in lieu of the number of shares of common stock which the holders would otherwise have been entitled to receive, each holder of Series A Preferred Stock may have the right thereafter to convert such shares of Series A Preferred stock into a number of shares of such other class or classes of stock which a holder of the number of shares of common stock deliverable upon conversion of the Series A Preferred Stock immediately before that change would have been entitled to receive in such reorganization or reclassification, all subject to further adjustment as provided herein with respect to such other shares.
If and whenever on or after the date on which the holder received shares of Series A Preferred stock (the “Issuance Date”) and through December 31, 2023, the anti-dilution termination date, the Company issues or sells, or in accordance with the terms herein is deemed to have issued or sold, any shares of common stock or equivalents, the number of conversion shares issuable upon conversion will be adjusted to entitle the holder to acquire such number of shares of common stock necessary to maintain the holders fully-diluted ownership percentage at the time of the Issuance Date.
In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the stockholders of record of shares of Series A Preferred shall be entitled to receive, at their option, immediately prior and in preference to any distribution to the holders of the Company’s common stock, $ par value per share and other junior securities, a liquidation preference equal to the Stated Value per share.
During the six months ended November 30, 2023, there were no conversions of Series A Preferred stock.
| F-17 |
Series B Convertible Preferred
The holders of Series B Preferred stock, subject to the rights of holders of shares of the Company’s Series A Preferred stock which shares will be pari passu with the Series B Preferred in terms of liquidation preference and dividend rights, may be entitled to receive, at their option, immediately prior an in preference to any distribution to the holders of the Company’s common stock.
Each holder of shares of Series B Preferred stock has the right to convert all or any portion of such holder’s Series A Preferred Stock into fully paid and non-assessable shares of common stock at any time or from time to time at such holder’s sole discretion. Each share of Series B Preferred stock as to which the conversion right is exercised may be converted into shares of the Company’s authorized but unissued shares of common stock.
If the common stock issuable upon conversion of Series B Preferred may be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise, then, in any such event, in lieu of the number of shares of common stock which the holders would otherwise have been entitled to receive, each holder of Series B Preferred stock may have the right thereafter to convert such shares of Series B Preferred stock into a number of shares of such other class or classes of stock which a holder of the number of shares of common stock deliverable upon conversion of the Series B Preferred Stock immediately before that change would have been entitled to receive in such reorganization or reclassification, all subject to further adjustment as provided herein with respect to such other shares.
In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the stockholders of record of shares of Series B Preferred shall be entitled to receive, at their option, immediately prior and in preference to any distribution to the holders of the Company’s common stock, $ par value per share and other junior securities, a liquidation preference equal to the stated value per share.
Series C & D Convertible Preferred
The number of shares designated as Series C and D Preferred stock may be each. Such number may not be subject to increase without the written consent of the Series C and D holders of a majority of the then-issued and outstanding Series C or D Preferred stock. The Series C and D Preferred Stock have no voting rights.
Each
share of Series C Preferred Stock may be convertible, at any time and from time to time from and after the date of issuance, at the option
of the Series C holder thereof, into a number of shares of common stock determined in accordance with the conversion ratio calculated
on the conversion date where
Each
share of Series D Preferred stock may be convertible, at any time and from time to time from and after the date of issuance, at the option
of the Series D holder thereof, into a number of shares of common stock determined in accordance with the conversion ratio calculated
on the conversion date where
In order to maintain the conversion ratio, the fully diluted basis may be calculated as of the conversion date and after an anti-dilution termination event the conversion ratio will be set to the fully diluted basis as of the moment after the anti-dilution termination event without any further adjustments for any subsequent issuance of common stock or equivalents, by the Corporation after the anti-dilution termination event. An anti-dilution termination event is the earlier of (i) December 31, 2023, or (ii) the closing of the qualified financing or SPAC merger.
The holders of the Series C and D Preferred stock may be entitled to receive, upon liquidation, dissolution or winding up of the Company, the amount of cash, securities, or other property to which such holder would be entitled to receive with respect to such shares of Series C and D Preferred stock if such shares had been converted to common stock immediately prior to such liquidation.
During the six months ended November 30, 2023, there were no conversions of Series D Preferred stock.
| F-18 |
6. COMMITMENTS AND CONTINGENCIES
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 | |||||||
| November 30, 2023 | November 30, 2022 | |||||||
| Operating lease cost – Right of Use Asset Amortization | $ | |||||||
| Interest on lease liabilities | ||||||||
| Total net lease cost | $ | |||||||
| For the Six Months Ended | For the Six Months Ended | |||||||
| November 30, 2023 | November 30, 2022 | |||||||
| Operating lease cost – Right of Use Asset Amortization | $ | |||||||
| Interest on lease liabilities | ||||||||
| Total net lease cost | $ | |||||||
Supplemental balance sheet information related to leases was as follows:
| November 30, 2023 | May 31, 2023 | |||||||
| Operating leases: | ||||||||
| Operating lease ROU assets – net | $ | $ | ||||||
| Current operating lease liabilities, included in current liabilities | ||||||||
| Noncurrent operating lease liabilities, included in long-term liabilities | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
| F-19 |
Supplemental cash flow and other information related to leases was as follows:
| For the Three Months Ended | For the Three Months Ended | |||||||
| November 30, 2023 | November 30, 2022 | |||||||
| ROU assets obtained in exchange for lease liabilities: | ||||||||
| Operating leases | $ | |||||||
| Weighted average remaining lease term (in years): | ||||||||
| Operating leases | ||||||||
| Weighted average discount rate: | ||||||||
| Operating leases | % | % | ||||||
| For Six Months | For Six Months | |||||||
| Ended | Ended | |||||||
| November 30, 2023 | November 30, 2022 | |||||||
| ROU assets obtained in exchange for lease liabilities: | ||||||||
| Operating leases | $ | $ | ||||||
| Weighted average remaining lease term (in years): | ||||||||
| Operating leases | ||||||||
| Weighted average discount rate: | ||||||||
| Operating leases | % | % | ||||||
Future minimum lease payments under noncancelable operating leases are as follows:
| November 30, 2023 | ||||
| 2024 (remaining) | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Total lease obligations | $ | |||
| F-20 |
7. INCOME TAX PROVISION
The expense (benefit) for income taxes consists of:
For the Three Months Ended November 30, 2023 | For the November 30, 2022 | |||||||
| Current: | ||||||||
| Federal | $ | $ | ||||||
| State | ||||||||
| Foreign | ||||||||
| Deferred: | ||||||||
| Federal | ( | ) | ( | ) | ||||
| State | ( | ) | ( | ) | ||||
| Foreign | ( | ) | ||||||
| ( | ) | ( | ) | |||||
| Total tax expense (benefit) | $ | ( | ) | $ | ||||
For the Six Months Ended November 30, 2023 | For the November 30, 2022 | |||||||
| Current: | ||||||||
| Federal | $ | $ | ||||||
| State | ||||||||
| Foreign | ||||||||
| Deferred: | ||||||||
| Federal | ( | ) | ( | ) | ||||
| State | ( | ) | ( | ) | ||||
| Foreign | ( | ) | ||||||
| ( | ) | ( | ) | |||||
| Total tax expense (benefit) | $ | ( | ) | $ | ||||
| F-21 |
Other noncurrent liabilities include liabilities for uncertain tax provision (UTP) as follows:
| For the Six Months Ended November 30, 2023 | For the Six Months Ended November 30, 2022 | |||||||
| Total UTP balance on June 1 | $ | $ | ||||||
| Additions based on tax provisions related to the current year | ||||||||
| Additions for tax positions of prior years | ||||||||
| Reductions for tax positions of prior years | ||||||||
| Settlements | ||||||||
| Reductions due to lapse of applicable statute of limitations | ||||||||
| Total UTP balance on November 30 | $ | $ | ||||||
The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.
Interest and penalties related to the unrecognized tax positions are required to be calculated and would be classified as “tax expense” in the statement of operations.
These reserves would impact income tax expense if released into income. The Company does not expect a change to its unrealized tax positions in the next twelve months.
The Taxing jurisdiction that is significant to Company is the U.S. open tax years related to this taxing jurisdiction remains subject to examination and could result in additional tax liabilities. The Company is no longer subject to income tax examinations for years before fiscal year 2019.
The expected tax expense (benefit) based on the statutory rate is reconciled with actual tax expense benefit as follows:
| For the Six Months Ended November 30, 2023 | For the Six Months Ended November 30, 2022 | |||||||
| US Federal statutory rate (%) | ||||||||
| State income tax, net of federal benefit | ( | ) | ||||||
| Prior year provision adjustment to actual | ( | ) | ||||||
| Foreign income taxes and adjustments | ( | ) | ||||||
| FDII deduction | ( | ) | ||||||
| Other | ( | ) | ( | ) | ||||
| Income tax provision, effective rate | ||||||||
8. SUBSEQUENT EVENTS
On February 5, 2024, the Company entered into a waiver to financial agreement with CB Agent Services LLC, origination agent and Alter Domus (US) LLC, administrative agent to waive Section 7.01(c) of the financing agreement for the fiscal quarter ending November 30, 2023, default existing as of this date and specifically listed in the waiver agreement. The waiver is effective only in this specific instance and for the specific purpose set forth in the agreement and does not allow for any other or further departure from the terms and conditions of the Financing Agreement or any other loan document, which terms and conditions shall continue in full force and effect. This financing agreement is scheduled to mature on March 10, 2026.
On February 5, 2024, the Company entered into an amendment and waiver to the loan and security agreement, dated as of July 20, 2023 with TBK Bank, SSB where the bank agreed to waive a specified event of default and to make certain modifications to the loan agreement. All other terms and conditions of the original and amended loan and security agreement remain the same. This loan is scheduled to mature on June 1, 2025.
| F-22 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that reflect management’s current views with respect to future events and financial performance. These statements are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgements and assumptions. We believe that the estimates, judgements and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgements and assumptions are made. These estimates, judgements and assumptions can affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our condensed consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. The following discussion should be read in conjunction with our condensed consolidated financial statements and notes thereto appearing elsewhere in this report. The forward-looking statements made in this report are based only on events or information as of the date on which the statements are made in this report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents we refer to in this report and have filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. These risks include, by way of example and without limitation:
| ● | The company provides services to customers engaged in international commerce. Everything that affects international trade has the potential to expand or contract our primary market and adversely impact our operating results |
| ● | We depend on operators of aircrafts, ships, trucks, ports and airports |
| ● | We derive a significant portion of our total revenues and net revenues from our largest customers |
| ● | Due to our dependence on a limited number of customers, we are subject to a concentration of credit risk |
| ● | Our earnings may be affected by seasonal changes in the transportation industry |
| ● | Our business is affected by ever increasing regulations from a number of sources in the United States and in foreign locations in which we operate |
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| ● | As a corporation transacting business in multiple countries, we are subject to formal or informal investigations from governmental authorities or others in the countries in which we do business |
| ● | The global economy and capital and credit markets continue to experience uncertainty and volatility |
| ● | Our business is subject to significant seasonal fluctuations driven by market demands and each quarter is affected by seasonal trends. |
| ● | Our revenue and direct costs are subject to significant fluctuations depending on supply and demand for freight capacity. |
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or performance. Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission (“SEC”). We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time except as required by law. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions.
Business Overview and Recent Developments
The Company is a global logistics and freight forwarding company.
Unique Logistics provides a range of international logistics services that enable its customers to outsource to the Company sections of their supply chain process. Our global network of trained employees and integrated information systems seamlessly manage the services that we provide. 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.
Our range of services can be categorized as follows:
| ● | Air freight services | |
| ● | Ocean freight services | |
| ● | Customs brokerage and compliance services | |
| ● | Warehousing and distribution services | |
| ● | Order management |
On February 21, 2023, the Company completed the acquisition of all of the share capital owned by Unique Logistics Holdings Limited, a Hong Kong company (“ULHK”), in eight subsidiaries (the “ULHK Entities”) for $26.5 million (the “ULHK Entities Acquisition”). In addition to the acquisition of the shares in the ULHK Entities, Unique Logistics acquired two companies that are owned by two of the ULHK Entities. We expect that the acquisition of these entities will have a material favorable impact on the Company’s revenues and consolidated income going forward.
Market and Business Trends - Overview of Impact on Results of Operations
The logistics industry experienced a global slowdown in 2023 compared with calendar year 2022. The Company’s ocean freight revenues declined by over 65% for the current quarter compared with the prior year. Lower shipping volumes and lower ocean freight rates both contributed to this significant decline. Customers shipped lower volumes and as shipping volumes decreased, the Company, as a non-vessel operating common carrier (“NVOCC”), lost share of direct bookings with shipping lines because in a soft market shipping lines’ service and capacity are relatively stable and a direct shipping line contract is usually at lower rates than with an NVOCC. The market trends did, however, result in increased gross margin yield on ocean freight as NVOCCs were able to procure better rates in the soft market conditions.
Air freight, on the other hand, remained slow for most of the year but started picking up in September as retailers continued to see reasonable market demand and the inventory overhang started to turn around. Thus, air freight shipping picked up in the later part of the traditional June to November peak period and air freight rates remained elevated principally due to the surge of direct-to-consumer shipping by Chinese e-commerce companies.
Typically, the flow of imported goods to the United States starts to pick up for the “back to school” and “holiday sales” seasons during the June to November period, with a particular increase in air shipping to meet store deadlines towards the later part of this peak period. In 2023, however, overall volumes remained depressed even during the traditional peak period, possibly due to excess inventory overhang and conservative ordering by retailers. The trend started to reverse itself, somewhat, in the later part of the traditional June to November peak with conversions of shipping mode, to air freight from sea freight, and the Company benefited through increased air freight revenue but at low margins.
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Results of Operations for the Three Months ended November 30, 2023 and 2022
Revenue
For the three months ended November 30, 2023 and 2022, Unique Logistics’ revenue by product line was as follows:
For
the (As reported) | For the Three Months ended November 30, 2022 | $ change | % change | |||||||||||||
| Airfreight services | $ | 36,281,790 | $ | 21,581,667 | $ | 14,700,123 | 68.1 | % | ||||||||
| Ocean freight and ocean services | 16,661,249 | 47,930,347 | (31,269,098 | ) | (65.2 | )% | ||||||||||
| Contract logistics | 740,567 | 975,711 | (235,144 | ) | (24.1 | )% | ||||||||||
| Customs brokerage and other services | 8,158,647 | 18,349,508 | (10,190,861 | ) | (55.5 | )% | ||||||||||
| Total revenues | $ | 61,842,253 | $ | 88,837,233 | (26,994,980 | ) | (30.4 | )% | ||||||||
For the three months ended November 30, 2023 and 2022, Company’s revenue by product line, excluding the operations of the ULHK Entities acquired on February 21, 2023, were as follows:
For
the (Legacy only) | For the Three Months ended November 30, 2022 | $ change | % change | |||||||||||||
| Airfreight services | $ | 25,172,406 | $ | 21,581,667 | $ | 3,590,739 | 16.6 | % | ||||||||
| Ocean freight and ocean services | 15,713,706 | 47,930,347 | (32,216,641 | ) | (67.2 | )% | ||||||||||
| Contract logistics | 740,567 | 975,711 | (235,144 | ) | (24.1 | )% | ||||||||||
| Customs brokerage and other services | 7,055,423 | 18,349,508 | (11,294,085 | ) | (61.5 | )% | ||||||||||
| Total revenues | $ | 48,682,102 | $ | 88,837,233 | (40,155,131 | ) | (45.2 | )% | ||||||||
The 30.4% decrease in total revenues for the three months ended November 30, 2023, compared to the three months ended November 30, 2022, is primarily due to a decrease of 65.2% in ocean freight and ocean services revenue and, to a lesser extent, in revenue from customs brokerage and other services, partially offset by a 68.1% increase in airfreight services revenue. Excluding revenues of $13.2 million (net of intercompany eliminations) generated by the ULHK Entities acquired on February 21, 2023, total revenues for the three months ended November 30, 2023, were $48.7 million, a decrease of $40.2 million, or 45.2%, compared to the three months ended November 30, 2022.
The decline in ocean freight revenue was due to a volume reduction of approximately 15.5% and a pricing reduction of approximately 58.9% compared to the three months ended November 30, 2022, which were responsible for approximately 20.1% and 79.1%, respectively, of the decline in ocean freight revenue period-over period.
Excluding ocean freight revenue of $1.0 million (net of intercompany eliminations) attributable to the operations of the ULHK Entities that we acquired on February 21, 2023, ocean freight revenue was $15.7 million for the three months ended November 30, 2023, a decrease of $32.2 million, or 67.2%, compared to the three months ended November 30, 2022. Such decline was due to a volume reduction of approximately 24.0% and a pricing reduction of approximately 56.9% during the three months ended November 30, 2023, compared to the same period of 2022, which were responsible for 29.6% and 70.4%, respectively, of the decline in air freight revenue period-over period. Such decreases in volume and pricing were due to decreases in demand for products typically imported or exported using ocean freight services, primarily as a result of cautious ordering by customers due to higher inventory on hand. As discussed above, this decrease in demand resulted in ocean carriers having excess capacity, resulting in higher competition and downward pressure on pricing.
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The decline in revenue from customs brokerage and other services of 55.5% was a direct result of the overall decrease in demand for ocean freight and ocean services during the three months ended November 30, 2023 as compared with the same period of 2022, as in general approximately 80% of such revenue is generated from the ocean freight services (with the remainder from airfreight services).
While not a material contributor to the decrease in revenues generally, contract logistics revenue declined by 24.1% during the three months ended November 30, 2023 compared with the same period of 2022, because of the overall decrease in demand for ocean freight and services, meaning less cargo being handled in the Company’s warehouses.
The increase in airfreight revenue was due to a 114.3% increase in volume as a result of the acquisition of the ULHK Entities as well as from signing up new customers and increased shipping volumes for our existing customers, which alone increased revenues by approximately 123.2%, compared to the three-month period ended November 30, 2022, offset by an approximately 21.5% decline in pricing, which alone had the effect of decreasing air freight revenues by approximately 23.2%, over the comparable period of 2022.
Excluding airfreight revenues of $11.1 million (net of intercompany eliminations) attributable to the operations of the ULHK Entities, air freight revenue was $25.2 million for the three months ended November 30, 2023, an increase of $3.6 million, or 16.6%, compared to the three months ended November 30, 2022. Such increase was due to increases of approximately 10.3% in volume, which accounted for 64.1% of the increase in air freight revenue quarter over quarter, and 5.8% in pricing, contributing an additional 35.9% increase to the air freight revenue increase, period over period. In each case, increases in airfreight revenues were related to signing up new customers and increased shipping volumes for existing customers.
Management is expecting both the air and the ocean freight business to steadily improve in terms of volumes and to remain stable in terms of pricing during the remainder of fiscal 2024 based on the customer volume projections and secured customer commitments that we have received to date. The Company also expects revenues from the ULHK Entities acquired on February 21, 2023, to have a positive impact on revenues for the interim periods and the full fiscal year ending May 31, 2024.
Costs and Operating Expenses
For the three months ended November 30, 2023 and 2022, Unique Logistics’ costs and operating expenses were as follows:
For the | For the Three Months ended November 30, 2022 | $ change | % change | |||||||||||||
| Costs and operating expenses: | ||||||||||||||||
| Airfreight services | $ | 34,405,651 | $ | 19,950,949 | $ | 14,454,702 | 72.5 | % | ||||||||
| Ocean freight and ocean services | 13,145,339 | 41,145,915 | (28,000,576 | ) | (68.1 | )% | ||||||||||
| Contract logistics | 212,645 | 318,089 | (105,444 | ) | (33.1 | )% | ||||||||||
| Customs brokerage and other services | 7,167,890 | 16,731,183 | (9,563,293 | ) | (57.2 | )% | ||||||||||
| Salaries and related costs | 5,746,888 | 3,675,597 | 2,071,291 | 56.4 | % | |||||||||||
| Professional fees | 824,569 | 411,421 | 413,148 | 100.4 | % | |||||||||||
| Rent and occupancy | 1,109,425 | 613,572 | 495,853 | 80.1 | % | |||||||||||
| Selling and promotion | 563,717 | 461,578 | 102,139 | 22.1 | % | |||||||||||
| Depreciation and amortization | 750,943 | 201,966 | 548,977 | 271.8 | % | |||||||||||
| Foreign exchange transactions, net | (99,881 | ) | - | (99,881 | ) | (100.0 | )% | |||||||||
| Other expense | (634 | ) | 336,814 | (337,448 | ) | (100.0 | )% | |||||||||
| Total costs and operating expenses | $ | 63,826,551 | $ | 83,847,084 | (20,020,533 | ) | (23.9 | )% | ||||||||
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For the three months ended November 30, 2023 and 2022, the Company’s costs and operating expenses, excluding the operations of the ULHK Entities, were as follows:
For the (Legacy only) | For the Three Months ended November 30, 2022 | $ change | % change | |||||||||||||
| Costs and operating expenses: | ||||||||||||||||
| Airfreight services | $ | 24,238,016 | $ | 19,950,949 | $ | 4,287,067 | 21.5 | % | ||||||||
| Ocean freight and ocean services | 13,565,931 | 41,145,915 | (27,579,984 | ) | (67.0 | )% | ||||||||||
| Contract logistics | 200,304 | 318,089 | (117,785 | ) | (37.0 | )% | ||||||||||
| Customs brokerage and other services | 6,304,419 | 16,731,183 | (10,426,764 | ) | (62.3 | )% | ||||||||||
| Salaries and related costs | 3,557,150 | 3,675,597 | (118,447 | ) | (3.2 | )% | ||||||||||
| Professional fees | 761,889 | 411,421 | 350,468 | 85.2 | % | |||||||||||
| Rent and occupancy | 830,058 | 613,572 | 216,486 | 35.3 | % | |||||||||||
| Selling and promotion | 504,525 | 461,578 | 42,947 | 9.3 | % | |||||||||||
| Depreciation and amortization | 465,276 | 201,966 | 263,310 | 130.4 | % | |||||||||||
| Other expense | 7,416 | 336,814 | (329,398 | ) | (97.8 | )% | ||||||||||
| Total costs and operating expenses | $ | 50,434,984 | $ | 83,847,084 | (33,412,100 | ) | (39.8 | )% | ||||||||
The $23.2 million decrease in cost of sales correlates with decreases in product revenue for the period. Most of this decrease came from the reduction in ocean freight cost of sales offset by the additional costs of sales associated with the increased airfreight revenue. The overall reduction in costs was partially offset by increases in other operating and administrative expenses, which in total increased by approximately $3.2 million during the three months ended November 30, 2023, compared to the three months ended November 30, 2022, primarily due to salaries and related costs for the employees of our new subsidiaries acquired in the ULHK Entities Acquisition, which accounted for $2.2 million of the increase; the balance of this increase resulted from partial increases in professional fees, rents and amortization of newly acquired intangible assets, as discussed below. The Company doesn’t expect significant increases in salaries and benefits going forward and is considering actions to implement in order to curtail these costs in future periods. Professional fees increased by 100.4% during the three months ended November 30, 2023 compared to the three months ended November 30, 2022, primarily due to additional legal fees incurred in connection with the pending merger transaction pursuant to the Agreement and Plan of Merger, dated as of December 18, 2022, by and among Edify Acquisition Corp., Edify Merger Sub, Inc., and the Company. Selling and promotion expenses increased by 22.1% period-over-period due to higher sales commission as a result of the increase of airfreight sales. Approximately half of the 80.1% increase in rent and occupancy expenses was due to an increase in the rental rates of our warehouse facility in Los Angeles and the other half of which related to leases of the ULHK Entities. The Company doesn’t expect significant increases in rent and occupancy expenses going forward. The 271.8% increase in depreciation and amortization was the result of recognition of approximately $6.5 million of identifiable intangible assets such as customer relations and non-complete agreements as part of the ULHK Entities Acquisition. These intangible assets are now being amortized over the useful life of the assets contributing to approximately half of the increase, with the other half being contributed by depreciation expense recorded by the ULHK entities acquired on February 21, 2023 and now being consolidated subsidiaries.
Excluding costs (net of intercompany eliminations) attributable to the operations of the ULHK Entities, costs of sales decreased $33.4 million. This decrease was a result of the 67% reduction in ocean freight cost and the 62.3% decrease in costs for customs brokerage and other services, consistent with the decreases in revenues from these product lines, offset by the 21.5% increase in costs of sales associated with the increased airfreight revenue. This reduction in the cost of sales was partially offset by increases in other operating and administrative expenses, which increased by an aggregate of $0.4 million, during the three months ended November 30, 2023 compared to the three months ended November 30, 2022 Professional fees increased by 85.2% during the three months ended November 30, 2023 compared to the three months ended November 30, 2022, primarily due to additional legal fees incurred in connection with the contemplated merger. Rent and occupancy expenses increased by 35.3%, period-over-period due to an approximately 75% increase in the rental rates under the renewed lease for our warehouse facility in Los Angeles. The Company doesn’t expect significant increases in rent and occupancy expenses going forward. The 130.4% increase in depreciation and amortization was the result of recognition of approximately $6.5 million of identifiable intangible assets such as customer relations and non-complete agreements as part of the ULHK Entities Acquisition.
Gross Margins
Gross margin as a percentage of revenue decreased from 12.0% for three months ended November 30, 2022 to 11.3%, or to 10.7% excluding the operations of the ULHK Entities, during the three months ended November 30, 2023, reflecting the lower rates we charged during the three months ended November 30, 2023, as a result of very competitive market pricing. Gross margin is an important measurement of the logistics company efficiency and profitability. The Company is focused on this and other measures when making strategic decisions and investments.
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Other Income (Expenses)
During the quarter ended November 30, 2023, total other expenses were $1.2 million and consisted primarily of $1.0 million of interest paid on our operating line of credit with TBK Bank, SSB, term debt and related party debt.
During the quarter ended November 30, 2022, total other expenses of $0.8 million consisted primarily of interest expense of $1.0 million offset by an increase in the fair value of derivative liabilities of $0.1 million.
Results of Operations for the Six Months Ended November 30, 2023 and 2022
Revenue
For the six months ended November 30, 2023 and 2022, Unique Logistics’ revenue by product line was as follows:
| For the Six Months ended November 30, 2023 (As reported) | For the Six Months ended November 30, 2022 | $ change | % change | |||||||||||||
| Airfreight services | $ | 55,429,760 | $ | 51,515,704 | $ | 3,914,056 | 7.6 | % | ||||||||
| Ocean freight and ocean services | 47,389,750 | 136,185,077 | (88,795,327 | ) | (65.2 | )% | ||||||||||
| Contract logistics | 1,313,279 | 1,744,425 | (431,146 | ) | (24.7 | )% | ||||||||||
| Customs brokerage and other services | 20,577,748 | 35,900,899 | (15,323,151 | ) | (42.7 | )% | ||||||||||
| Total revenues | $ | 124,710,537 | $ | 225,346,105 | (100,635,568 | ) | (44.7 | )% | ||||||||
For the six months ended November 30, 2023 and 2022, Company’s revenue by product line, excluding the operations of the ULHK Entities acquired on February 21, 2023, were as follows:
For the (Legacy only) | For the Six Months ended November 30, 2022 | $ change | % change | |||||||||||||
| Airfreight services | $ | 38,398,409 | $ | 51,515,704 | $ | (13,117,295 | ) | (25.5 | )% | |||||||
| Ocean freight and ocean services | 38,120,188 | 136,185,077 | (98,064,889 | ) | (72.0 | )% | ||||||||||
| Contract logistics | 1,313,279 | 1,744,425 | (431,146 | ) | (24.7 | )% | ||||||||||
| Customs brokerage and other services | 16,009,368 | 35,900,899 | (19,891,531 | ) | (55.4 | )% | ||||||||||
| Total revenues | $ | 93,841,244 | $ | 225,346,105 | (131,504,861 | ) | (58.4 | )% | ||||||||
The 44.7% decrease in total revenues for the six months ended November 30, 2023 compared to the six months ended November 30, 2022 was almost entirely due to decreases of 65.2% in ocean freight revenue and 42.7% in revenues from our contract logistics and customs brokerage product line, offset by a 7.6% increase in air freight revenue. Excluding revenues of $30.9 million (net of intercompany eliminations) from the ULHK Entities, total revenue for the six months ended November 30, 2023 was $93.8 million, a decrease of $131.5 million, or 58.4%, compared to the six months ended November 30, 2022.
The decline in ocean freight revenue was primarily due to a pricing reduction of approximately 66.1% during the six months ended November 30, 2023, compared to the same period of the prior year, as a result of substantial excess available capacity among ocean carriers generally as the biggest customers have reduced their shipping orders in 2023.
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Excluding ocean freight revenue of $9.3 million (net of intercompany eliminations) attributable to the operations of the ULHK Entities, ocean freight revenue was $38.1 million for the six months ended November 30, 2023, a decrease of $98.1 million, or 72.0%, compared to the six months ended November 30, 2022. Such decline was due to a volume reduction of approximately 31.2% and a pricing reduction of approximately 59.3% during the six months ended November 30, 2023, compared to the same period of the prior fiscal year, which were responsible for 34.5% and 65.5%, respectively, of the decline in legacy ocean freight revenue period-over-period. Such decreases in pricing and volume were due to decreases in demand for products typically imported or exported using ocean freight services, primarily as a result of cautious ordering by customers due to higher inventory on hand.
The decline in revenue from customs brokerage and other services of 42.7% was a direct result of the overall decrease in demand for ocean freight and services during the six months ended November 30, 2023 as compared with the same period of 2022.
While not a material contributor to the decrease in revenues generally, contract logistics revenue declined by 24.7 % during the six months ended November 30, 2023 compared with the same period of 2022, because of the overall decrease in demand for ocean freight and services, meaning less cargo being handled in the Company’s warehouses.
The increase in air freight revenue of 7.6% was due to a volume increase of approximately 89.2% over the comparable period of the prior year, which, absent the offsetting decrease in pricing, increased revenues by 193.6% compared to the six-month period ended November 30, 2022. The main reason for the increase in volume was the acquisition of the ULHK Entities. The volume increase was offset by an approximately 43.1% pricing reduction over the comparable period of the prior year.
Excluding airfreight revenues of $17.1 million (net of intercompany eliminations) attributable to the operations of the ULHK Entities, air freight revenue was $38.1 million for the three months ended November 30, 2023, a decrease of $13.1 million, or 25.5%, compared to the six months ended November 30, 2022. This decrease was mainly a result of a 29.7% decrease in pricing, as volume was approximately the same during the six months ended November 30, 2023 as it was during the comparable period of the prior year .
Costs and Operating Expenses
For the six months ended November 30, 2023 and 2022, Unique Logistics’ costs and operating expenses were as follows:
For
the (As reported) | For the Six Months ended November 30, 2022 | $ change | % change | |||||||||||||
| Costs and operating expenses: | ||||||||||||||||
| Airfreight services | $ | 52,298,084 | $ | 47,500,790 | $ | 4,797,294 | 10.1 | % | ||||||||
| Ocean freight and ocean services | 38,965,094 | 123,083,775 | (84,118,681 | ) | (68.3 | )% | ||||||||||
| Contract logistics | 380,803 | 630,981 | (250,178 | ) | (39.6 | )% | ||||||||||
| Customs brokerage and other services | 17,916,787 | 33,375,926 | (15,459,139 | ) | (46.3 | )% | ||||||||||
| Salaries and related costs | 11,763,780 | 6,959,979 | 4,803,801 | 69.0 | % | |||||||||||
| Professional fees | 1,632,462 | 1,174,725 | 457,737 | 39.0 | % | |||||||||||
| Rent and occupancy | 2,205,990 | 1,142,682 | 1,063,308 | 93.1 | % | |||||||||||
| Selling and promotion | 1,278,688 | 562,432 | 716,256 | 127.3 | % | |||||||||||
| Depreciation and amortization | 1,450,343 | 402,640 | 1,047,703 | 260.2 | % | |||||||||||
| Foreign exchange transactions, net | (294,067 | ) | - | (294,067 | ) | (100.0 | )% | |||||||||
| Other expense | 665,531 | 669,761 | (4,230 | ) | (0.6 | )% | ||||||||||
| Total costs and operating expenses | $ | 128,263,494 | $ | 215,503,691 | (87,240,197 | ) | (40.5 | )% | ||||||||
For the six months ended November 30, 2023 and 2022, the Unique Logistics’ costs and operating expenses, excluding the operations of the ULHK Entities, were as follows:
For
the | For the Six Months ended November 30, 2022 | $ change | % change | |||||||||||||
| Costs and operating expenses: | ||||||||||||||||
| Airfreight services | $ | 37,186,440 | $ | 47,500,790 | $ | (10,314,350 | ) | (21.7 | )% | |||||||
| Ocean freight and ocean services | 32,969,505 | 123,083,775 | (90,114,270 | ) | (73.2 | )% | ||||||||||
| Contract logistics | 361,579 | 630,981 | (269,402 | ) | (42.7 | )% | ||||||||||
| Customs brokerage and other services | 14,595,313 | 33,375,926 | (18,780,613 | ) | (56.3 | )% | ||||||||||
| Salaries and related costs | 7,398,432 | 6,959,979 | 438,453 | 6.3 | % | |||||||||||
| Professional fees | 1,522,868 | 1,174,725 | 348,143 | 29.6 | % | |||||||||||
| Rent and occupancy | 1,670,166 | 1,142,682 | 527,484 | 46.2 | % | |||||||||||
| Selling and promotion | 1,123,592 | 562,432 | 561,160 | 99.8 | % | |||||||||||
| Depreciation and amortization | 929,582 | 402,640 | 526,942 | 130.9 | % | |||||||||||
| Other expense | 590,748 | 669,761 | (79,013 | ) | (11.8 | )% | ||||||||||
| Total costs and operating expenses | $ | 98,348,225 | $ | 215,503,691 | (117,155,466 | ) | (54.4 | )% | ||||||||
Total cost of freight and other operating expenses were $128.3 million for the six months ended November 30, 2023, $30.2 million of which was attributable to the operations of the ULHK Entities, compared to $215.5 million for the period ended November 30, 2022, a reduction of 40.3% (or 54.4% excluding the $30.2 million attributable to the operations of the ULHK Entities), primarily as a result of the reduction in ocean freight shipping volumes and ocean freight pricing offset by an increase in air freight volume and increases in operating costs, including as a result of expenses attributable to the ULHK Entities.
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Total cost of freight and other operating expenses (net of intercompany eliminations) excluding expenses attributable to the operations of the ULHK Entities were $98.4 million for the six months ended November 30, 2023 compared to $215.5 million for the period ended November 30, 2022, a reduction of 54.4% primarily as a result of the reduction in all product costs offset by increases in other operating costs.
Other operating and administrative expenses were $18.7 million during the six months ended November 30, 2023, compared to $10.9 million during the six months ended November 30, 2022, an increase of $7.8 million, $5.1 million of which was due to the acquisition of the ULHK Entities and the remainder of which related to the Company’s legacy operations.
The $4.8 million increase in salaries and related costs was primarily due to the addition of $4.4 million of salaries and related costs for the employees of the ULHK Entities, with the remainder of the increase resulting from new hires and promotions.
Professional fees increased by $0.5 million primarily due to additional legal and accounting fees incurred in connection with the pending merger transaction with Edify Acquisition Corp.
Rent and occupancy expenses increased $1.1 million period-over-period, half of which was due to rental rate increases for to our warehouse facility and the other half of which related to leases of the ULHK Entities.
Selling and promotion expense increases related to recognition of sales commissions upon completion of performance obligations by the sales team and increase from the comparable period of the prior year relates mostly to timing of the expense recognition.
The $1.0 million increase in depreciation and amortization was the result of recognition of approximately $6.5 million of identifiable intangible assets such as customer relations and non-complete agreements as part of the ULHK Entities Acquisition, as well as additional depreciation from these consolidated entities during the six months ended November 30, 2023.
Gross Margin
The gross margin as a percentage of revenue increased from 9.2% for the six months ended November 30, 2022 to 12.1% for the six months ended November 30, 2023, as a result of the acquisition of the ULHK Entities; excluding the operations of the ULHK Entities, gross margin was flat, at 9.3% for the six months ended November 30, 2023. This increase in gross margins attributable to the operations of the ULHK Entities was primarily the result of the ability of these entities to maintain favorable pricing with the customers along with effective procurement strategies.
Other Income (Expenses)
For the six months ended November 30, 2023, other expenses were $2.6 million and consisted primarily of interest expense of $2.4 million from our operating line of credit with TBK Bank, SSB, term loan interest and interest on related party debt.
For the six months ended November 30, 2022, other expenses were $1.6 million and consisted primarily of interest expense of $2.3 million offset by a $0.7 million increase in the fair value of derivative liabilities.
Income Tax
The Company’s effective tax rate for the six months ended November 30, 2023 was lower in comparison to the six months ended November 30, 2022 due primarily by a change in the mixture of earnings between the U.S. and foreign jurisdictions, including a benefit on state income taxes, and partially offset by the Company’s recognition of interest expense related to an unrecognized tax position.
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Liquidity and Capital Resources
The accompanying condensed consolidated financial statements have been prepared on a going concern basis. Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued.
The following table summarizes the Company’s total current assets, liabilities and working capital at the dates indicated:
November 30, 2023 | May 31, 2023 | Change | % change | |||||||||||||
| Current Assets | $ | 52,255,887 | $ | 60,326,985 | $ | (8,071,098 | ) | (13.4 | )% | |||||||
| Current Liabilities | 45,931,996 | 52,448,603 | (6,516,607 | ) | (12.4 | )% | ||||||||||
| Working Capital | $ | 6,323,891 | $ | 7,878,382 | $ | (1,554,491 | ) | (19.7 | )% | |||||||
The Company’s working capital was $6.3 million and $7.9 million, respectively, as of November 30 and May 31, 2023. The Company maintains its operating line of credit with TBK Bank, SSB (the “TBK Facility”), and on July 25, 2023 the Company entered into an agreement with TBK Bank to renew the TBK Facility with a credit limit of up to $25.0 million. The funds available under the current TBK Facility provide the Company with the cash required to support its ongoing operations.
While the Company continues to execute its strategic plan and grow its customer base, management is focused on managing cash and monitoring the Company’s liquidity position. Many aspects of the liquidity projections involve management’s judgments and estimates that include factors that could be beyond our control and actual results could differ from our estimates. These and other factors could cause the strategic plan to be unsuccessful, which could have a material adverse effect on our operating results, financial condition, and liquidity. Based on our evaluation of the Company’s projected cash flows and business performance as of and subsequent to November 30, 2023, management has concluded that the Company’s current cash and cash availability under the TBK Facility would be sufficient to fund its planned operations for at least one year from the date that the consolidated financial statements were issued.
Cash generated and used by the Company during the six-month periods ended November 30, 2023 and 2022 was as follows:
| For the Six Months ended November 30, 2023 | For the November 30, 2022 | Change | ||||||||||
| Net cash (used in) provided by operating activities | $ | (7,521,184 | ) | $ | 17,858,378 | $ | (25,379,562 | ) | ||||
| Net cash used in investing activities | 47,798 | (83,934 | ) | 131,732 | ||||||||
| Net cash provided (used in) by financing activities | 7,120,482 | (17,952,792 | ) | 25,073,274 | ||||||||
| Effect of exchange rate changes on cash | (243,237 | ) | - | (243,237 | ) | |||||||
| Net (decrease) in cash and cash equivalent | $ | (596,141 | ) | $ | (178,348 | ) | $ | (417,793 | ) | |||
Operating activities used cash of $7.5 million during the six months ended November 30, 2023 compared to net cash provided by operations of $17.9 million for the six months ended November 30, 2022. The primary reason for the cash used during the 2023 period were payments of accrued liabilities, accrued freight and accounts payable of approximately $10.5 million offset by collections on accounts receivable and contract assets of $4.1 million. The primary reason for cash provided for the six months ended November 30, 2022, was collections on accounts receivables offset by a reduction in accounts payable and accrued freight.
Investing activities provided cash of approximately $0.1 million during the six months ended November 30, 2023 compared to cash used of $0.1 million during the six months ended November 30, 2022, due to receipt of dividends from the equity method investments.
Financing activities provided cash of $7.1 million during the six months ended November 30, 2023, primarily as a result of borrowing on the TBK line of credit and net borrowing on the term debt to partially repay seller notes assumed during the acquisition of ULHK Entities on February 21, 2023. Cash used by financing activities during the six months ended November 30, 2022, was primarily for repayment of $17.4 million on the TBK line of credit.
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Critical Accounting Policies
Accounting policies, methods and estimates are an integral part of the condensed consolidated financial statements prepared by management and are based upon management’s current judgments. These judgments are normally based on knowledge and experience regarding past and current events and assumptions about future events. Certain accounting policies, methods and estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ from management’s current judgments. While there are a number of accounting policies, methods and estimates that affect our condensed consolidated financial statements, the areas that are particularly significant include revenue recognition; the fair value of acquired assets and liabilities; fair value of contingent consideration; the assessment of the recoverability of long-lived assets, goodwill and intangible assets; and leases.
We perform an impairment test of goodwill for each year unless events or circumstances indicate impairment may have occurred before that time. We assess qualitative factors to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than the carrying amount. After assessing qualitative factors, if further testing is necessary, we would determine the fair value of each reporting unit and compare the fair value to the reporting unit’s carrying amount.
Intangible assets consist of customer relationships, trade names and trademarks and non-compete agreements arising from our acquisitions. Customer relationships are amortized on a straight-line basis over 12 to 15 years. Tradenames, trademarks and non-compete agreements, are amortized on a straight-line basis over 3 to 10 years.
We review long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset is less than its carrying amount, the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. When fair values are not available, we estimate fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the asset. Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.
The Company has identified derivative instruments arising from an antidilution provision in the Company’s preferred stock. Each reporting period, the embedded derivative liability is adjusted to reflect fair value at each period end with changes in fair value recorded in the “change in fair value of embedded derivative liability” financial statement line item of the Company’s condensed consolidated statements of operations.
Our significant accounting policies are summarized in Note 1 of our condensed consolidated financial statements.
Adjusted EBITDA
We define adjusted EBITDA to be earnings before interest, taxes, depreciation and amortization, transaction gains and losses, other income, merger and acquisition costs, impairment charges and certain other non-recurring items.
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 and represents income that is within management’s control. We use adjusted EBITDA as a financial metric to measure the financial performance of the business because management believes that it provides additional information with respect to the performance of our fundamental business activities. For this reason, we believe that 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 this non-GAAP financial measure to be considered in isolation or as a substitute for results prepared in accordance with GAAP. This non-GAAP financial measure should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP.
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Following is the reconciliation of our consolidated net income to adjusted EBITDA for the three and six months ended November 30, 2023 and 2022:
| For the Three Months Ended November 30, 2023 | For the Three Months ended November 30, 2022 | |||||||
| Net (loss) income | $ | (2,870,683 | ) | $ | 3,271,697 | |||
| Add Back: | ||||||||
| Income tax expense (benefit) | (24,800 | ) | 871,860 | |||||
| Depreciation and amortization | 750,943 | 201,966 | ||||||
| Foreign exchange transactions, net | (294,067 | ) | - | |||||
| Change in fair value of derivative liability | 160,075 | (125,708 | ) | |||||
| Interest expense | 1,026,165 | 972,300 | ||||||
| Adjusted EBITDA | $ | (1,252,367 | ) | $ | 5,192,115 | |||
| For the Six Months Ended November 30, 2023 | For the Six Months Ended November 30, 2022 | |||||||
| Net (loss) income | $ | (5,181,811 | ) | $ | 6,593,038 | |||
| Add Back: | ||||||||
| Income tax expense (benefit) | (518,631 | ) | 1,664,047 | |||||
| Depreciation and amortization | 1,450,343 | 402,640 | ||||||
| Foreign exchange transactions, net | (294,067 | ) | - | |||||
| Change in fair value of derivative liability | 181,863 | (744,656 | ) | |||||
| Interest expense | 2,416,373 | 2,329,985 | ||||||
| Adjusted EBITDA | $ | (1,945,930 | ) | $ | 10,245,054 | |||
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to provide the information required by this item.
ITEM 4. CONTROLS AND PROCEDURES
We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our principal executive officer to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, the Company recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance of achieving the desired control objectives, and we necessarily are required to apply our judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.
As of November 30, 2023, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our Chief Executive Officer and Chief Financial Officer have concluded, based upon the evaluation described above, that as of November 30, 2023, our disclosure controls and procedures were not effective and require remediation in order to be effective at the reasonable assurance level.
In addition, our auditors identified material weaknesses in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the audit of the fiscal year ended May 31, 2023. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified relate to the fact that we did not design and maintain an effective control environment commensurate with our financial reporting requirements, including (a) lack of a sufficient number of trained professionals with an appropriate level of accounting knowledge, training and experience and (b) we have not completed a full risk assessment of our internal control over financial reporting at the activity level, including process documentation and testing. In the course of preparing the financial statements for the year ended May 31, 2023, we identified separate material weaknesses in internal control over financial reporting, which relates to the ineffective design and implementation of information technology general controls (“ITGC”) combined with the lack of properly designed management review controls to compensate for these deficiencies. The Company’s ITGC deficiencies included improperly designed controls pertaining to user access rights and segregation of duties over systems that are critical to the Company’s system of financial reporting. Management’s general assessment of the above processes in light of the company’s size, maturity and complexity, as to the design and effectiveness of the internal control over financial reporting, is that the key controls and procedures in each of these processes provide reasonable assurance regarding reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Changes in Internal Control over Financial Reporting
During the quarter ended November 30, 2023, the Company actively addressed and commenced to remediate a number of previously identified material weaknesses in its internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting. We improved our accounting processes and documentation, introduced new accounting policies and procedures, and provided training to our accounting personnel. The Company has not completed a full risk assessment of its internal control over financial reporting at the activity level, including process documentation and testing and because we have not completed a full risk assessment of the internal control over financial reporting at the activity level, including extensive process documentation and testing, we are not able to conclude that our internal control over financial reporting is operating effectively and efficiently at this time. The Company’s principal executive officer, principal financial officer, and board of directors are fully committed to achieving full compliance by the end of the fiscal year ending May 31, 2024.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not involved in any disputes and does not have any litigation matters pending that it believes could have a material adverse effect on its financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company’s executive officers or any of its subsidiaries, threatened against or affecting the Company, its common stock, any of its subsidiaries or of the Company’s or the Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
From time to time, however, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of our business. Litigation is subject to inherent uncertainties, and an adverse result in any such matters may arise from time to time that may harm our business.
ITEM 1A. RISK FACTORS
Our business, financial condition, results of operations, and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth in our most recent Annual Report on Form 10-K and in our other filings with the SEC, the occurrence of any one of which could have a material adverse effect on our actual results. There have been no material changes to the Risk Factors previously disclosed in our Annual Report on Form 10-K and our other filings with the SEC.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER REPURCHAES OF EQUITY SECURITIES.
There were no unregistered sales of the Company’s equity securities during the quarter ended November 30, 2023.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| UNIQUE LOGISTICS INTERNATIONAL, INC. | ||
| By: | /s/ Sunandan Ray | |
| Sunandan Ray | ||
| Chief Executive Officer (Principal Executive Officer) | ||
| February 9, 2024 | ||
| By: | /s/ Eli Kay | |
| Eli Kay | ||
| Chief Financial Officer (Principal Financial Officer) | ||
| February 9, 2024 | ||
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