LJ-Bodhi
2 weeks ago
We appear to have different definitions for "profitable" because the financials I read show many annual and quarterly losses.
The Asian merger to finance $35m to those owners to essentially buy themselves was certainly corporate malfeasance.
The SPAC merger to uplist to Nasdaq was doomed from the start. UNQL does not meet Nasdaq requirements. Period.
They waste so much money on interest, bankers, attorneys, and give out toxic notes and now warrants. I will say it once again....THIS IS AND ALWAYS HAS BEEN A STOCK SCAM. Yes, it is a real company with real employees. But the OTC stock is a scam and many folks (you perhaps?) got badly burned.
In all honesty, this company should not have a market cap over a million. Massive debt and no profits. Losses compounded by losses. It's worthless.
LJ-Bodhi
2 weeks ago
Just brutal:
The Company expects that its results of operations for the last fiscal quarter and nine months ended February 29, 2024 as compared to the comparable prior year periods will be negatively impacted by a non-recurring losses of approximately $9.4 million incurred from the recognition of certain expenses and liabilities related to the termination of its SPAC merger that was signed on March 1, 2024 and simultaneously the Company and the lenders entered into a waiver and amendment to financing agreement (the “Waiver”). As part of this Waiver, the Company agreed to issue warrants exercisable for a period of 7.5 years. The warrants were recorded as a derivative liability at initially estimated fair market value of $7.4 million. The loss resulted from recognition of this derivative was offset by the reduction from another derivative liability arising from an anti-dilution provision in the convertible Preferred Stock Series A, C and D in the amount of $4.1 million. The resulting net loss of $3.3 million is recorded in Other Expenses as a change in fair value of derivative liabilities.
In addition, in consideration for the Waiver, the Company agreed to pay certain of its lenders a non-refundable fee to waive certain events of default, in an aggregate amount equal to $3,000,000, which was deemed fully earned on the effective date.
As a result of the termination of its SPAC merger, the Company also recognized an impairment charge of previously deferred offering costs in the amount of $3.1 million as reflected on the statement of operations for the period ended February 29, 2024.
As a result of these losses, the Company expects that the Quarterly Report on Form 10-Q will reflect a change in the results of operations from the fiscal quarter and nine months ended February 29, 2024. The foregoing financial information is unaudited and preliminary and is subject to change based upon the Company’s completion of the year end audit.
7Mary3
2 months ago
This stock won't go anywhere until Ray figures out that HE is the problem. You can't just assume the market will find you bid you up because you are growing and expanding. For too long Unique has let this stock get beaten down without any attempt to support it. The IR firm that was hired was next to useless because they wouldn't tell you anything if they even called you back. To make matters worse, the reverse split was announced during that time which basically knee-capped the IR firm's ability to say anything positive that didn't end up with the next question of "Well what about the reverse split"? Now the IR link goes nowhere and the phone number is an answering machine. The last 2 major events (the 3rd quarter 10Q and the merger termination) didn't even have press releases. Personally, I don't think Ray even realizes its part of his job to manage investor expectations and communicate with them. The only saving grace at the moment is that there are people with more money than us that have their capital tied up here, and Unique doesn't seem to have any plan for that capital to be returned to them (i.e. Preferred shareholders). Those people, I assume, are in contact with Ray trying to get something done. In the grand scheme of things, all Unique needs is some promotion. When that Bunny fellow was around he showed how some basic twitter posts could generate interest. A good IR firm could do that easily. There is lots of liquidity in the market now (look at crypto which is all liquidity driven since there is very little underlying value there) and Unique needs to tap into that. Getting to 4 cents would be tough, but above that and the chart gets a lot friendlier.
powerbattles
2 months ago
Thank you very much, 7Mary3, for your response to my question. Typically, I'm quite diligent in keeping up with my stock activity. However, today, my focus was mainly on my winning stock JAGX. Throughout the day, I noticed an unusual drop to .004 and observed a 3.5 million drop to .004 on the tape. It seems like one of our loyal long-term investors got tired of waiting and decided to dump everything in one go.
With the uplist to Nasdaq off the table and the planned reverse stock split (R/S) no longer effective, it's fascinating to see how the company will proceed. As you mentioned, all the preferred shareholders who were seeking to exit are now trapped, which makes this situation unique and potentially exciting to watch.
To be honest, I never liked the way they structured this deal, even if we had uplisted to Nasdaq and had a share exchange for three cents per share. Furthermore, I don't like Ray was trying to provide an easy way out for the preferred shareholders, without focusing on the long-term interests of the royal common stakeholders. I'd prefer to see us trade on the OTC and remove the R/S that has kept this stock in the dumps shit for years.
This 8-k that is a nightmare for the Preferred shareholders however it's great news for common stakeholders. No point in selling stock at the bottom of the chart. I will remain strong waiting for Ray to deal the next card.
Warm regards.
PB.
powerbattles
2 months ago
I agree, with your point of view. Now that the share exchange no longer necessitates a reverse split, I'd prefer to see the CEO announce the cancellation of the reverse split that has been looming over us for years. This is the primary reason why the stock hasn't been attracting investor attention. Currently, with a market cap of only 3.7 million, regardless of how we analyze it, that's disappointingly low for the company. From my point of view, I don't think the downside would affect us much. On the other hand, the share structure is very appealing for a significant upward movement, especially if the company cancels the reverse split announcement. If the CEO plays his cards right, this could easily gain momentum and take off. Both this company and UCPA are great, with competent management, but unfortunately, they lack the know-how to effectively market the stock and maintain regular communication with shareholders.
7Mary3
2 months ago
It's on the Sec.gov site. 8K released this morning. Edify has a similar 8K out this morning as well with the same termination language. Here is what Unique's 8K says:
Item?1.01 Entry into a Material Definitive Agreement.
The disclosure set forth below under Item 1.02 of this Current Report on Form 8-K is incorporated by reference herein.
Item?1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on December 18, 2022, Unique Logistics International, Inc., a Nevada corporation (the “Company”) entered into an Agreement and Plan of Merger by and among Edify Acquisition Corp., a Delaware corporation (“Buyer” or “Edify”), Edify Merger Sub, Inc., a Nevada corporation (“Merger Sub”), and the Company, as amended and supplemented (the “Merger Agreement”).
The Company, Buyer and Merger Sub entered into a mutual termination agreement dated as of March 1, 2024 (the “Termination Agreement”), pursuant to which they mutually agreed to terminate the Merger Agreement effective as of such date. The termination of the Merger Agreement was approved by the Company’s Board of Directors. Pursuant to the Termination Agreement, as of March 1, 2024, the Merger Agreement is of no further force and effect, except for Section 7.04 (No Claim Against the Trust Account) and Section 9.05 (Confidentiality; Publicity) thereof, which survive the termination of the Merger Agreement and remain in full force and effect in accordance with their respective terms. No termination penalties were incurred by any party in connection with the termination of the Merger Agreement.
The foregoing description of the Merger Agreement and the Termination Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement and the Termination Agreement.
Interesting to note that this morning someone wanted out pretty bad and stacked the Ask with 3.5M shares at .0055 initially and then dropped it all the way down to .004. At that point there was a single buy that took out the whole Ask in one trade. My guess is that will be the bottom for this move.
7Mary3
2 months ago
Well, it appears the merger with Edify has been canceled. Can't say I'm surprised given how long Edify has dragged their feet on this, and how poorly Unique has done financially over the past several quarters. Neither side was going to be happy with this marriage. This could be a blessing in disguise if Unique plays its cards right.
With the uplist off the table, the company will have to try and generate investor interest on their own. Second, the reverse split and dilution should also be off the table so that should help. The O/S is still a very OTC friendly 800M and the float only 477M shares. In addition, all the Preferred shareholders who were looking for the exits are now trapped and Unique will have to address them somehow. A couple ways to do it...pay them back out of earnings, or allow them to convert and sell into the retail market (which would require an increase in the A/S and O/S of course). Ray holds the voting control, so he ultimately gets to decide what happens.
Going forward, Unique needs to figure out how its going to fix its core business. China is in big trouble and Unique spent a lot of money on those offices that are producing basically nothing in revenue and bleeding out in costs. I see a lot of talk on their LinkedIn page about ESG and initiatives that don't make any money. In my opinion, the only thing Unique should be doing regarding ESG now is de-carbonizing their payroll until they can generate some FCF.
I expect the share price to get decimated over the next few days as the news gets out, but I think once it finds a floor it might not be a bad idea to throw a few dollars at it and wait.
LJ-Bodhi
3 months ago
Remember when folks promised this POS was going to da moooooonnnnnnn with a billion in revenues and massive merger?!?!
The logistics industry experienced a global slowdown in the calendar year 2023 compared with the comparable period in 2022. Lower shipping volumes and lower freight rates are both responsible for a significant decline in revenues, net income, and EBITDA of the Registrant. We anticipate reporting a decline in revenue for the three months ended November 30, 2023, as compared to the same period in 2022, of approximately 30.4%, and in net income of approximately 279.4%, therefore reporting a net loss for the three months period ending November 2023. We also anticipate reporting a 123.1% decline in EBITDA for the three months period ending November 2023. We anticipate reporting a decline in revenue for the six months ended November 30, 2023, as compared to the same period in 2022, of approximately 44.7%, and in net income of approximately 178.6%, therefore reporting a net loss for the six months period ending November 2023. We also anticipate reporting a 123.1% decline in EBITDA for the six months period ending November 2023.
They also extended the anti-dilution protection in the preferred shares today for another year. That EAC reverse merger will probably never happen. This stock is dead.
7Mary3
4 months ago
Earnings are due on Monday. They could file an extension, but that grace period would only be 5 days. At this point, they have basically given up on trying to support the share price while its listed on the OTC, and are content to wait for the uplist. Speaking of which, Edify has a vote on Jan 19th to extend the time they have to SPAC up UNQL until July 24th. Given how far behind the 8 ball this process is, it makes you wonder how competent the people are at Edify. The vote is a formality, but they can't even seem to do that in a timely manner. The S4 still hasn't been approved by the SEC as per their most recent filing either. The only good news here is that same filing let everyone know that Edify had $11.31 worth of cash per share in their corporate account which is why the EAC shares have moved up to $11.31 recently. And, since the reverse merger valued the deal for UNQL shareholders at 3 cents per share assuming EAC was $10/sh everyone just made an extra 3/10ths of cent (or 10%). Don't spend it all in one place.
LJ-Bodhi
6 months ago
Folks should know by now that the public filings prove the truth. EAC is going to be delisted from Nasdaq. They had until October 3 to meet the compliance deadline and failed. Just a matter of time.
EAC kicked the can on the merger down the road again. Filing is there for anyone to read.
EAC filed yet another registration statement with another special meeting upcoming which will lead to even more redemptions. Colbeck converted 6.9m Class B shares to Class A shares to massively dilute EAC. No one follows or cares about that SPAC so the price remains unchanged above $10/share. Anyone who reads the EAC financials knows the true value of EAC is way less based on the money actually held in trust and the correct number of outstanding shares.
"On July 20, 2023, Edify made a cash contribution of $225,000 to the trust account for the Initial Extension. In addition, the stockholders elected to redeem an aggregate of 697,235 shares of Edify’s Class A common stock in connection with the Second Charter Amendment. As a result, an aggregate of $7,488,538.44 (or approximately $10.74 per share) was removed from the trust account to pay such stockholders and 990,429 shares of Edify’s Class A common stock were then issued and outstanding following such redemption. As of [•], 2023, there was approximately $[•] held in the trust account."
The sharp downturn in UNQL revenues and business forecasts was also addressed in the EAC registration statement for anyone to read:
"In connection with its consideration of the Transactions, Unique Logistics provided the Original Projections, which included its internally prepared projections for the fiscal years ending May 31, 2023 and May 31, 2024, in connection with Edify’s evaluation of Unique Logistics. Unique Logistics believed that the forecasts and assumptions described above were reasonable at the time the Original Projections were prepared, given the information Unique Logistics had at that time and its business strategy and performance trends at such time. However, since the signing of the Merger Agreement in December 2022, certain unanticipated factors have arisen with the passage of time that have impacted Unique Logistics’ actual results to date in calendar 2023 and that are expected to continue to affect Unique Logistics’ results going forward. Those factors include (i) sharp decreases in market prices for ocean and air freight and (ii) decreases in freight market volumes due to the economic slowdown and an increase in customer inventories. As a result, Unique Logistics prepared new projections, as set forth under “— The Updated Projections” below, to reflect the adjusted assumptions and expectations of Unique Logistics’ management regarding Unique Logistics for the years ending May 31, 2023 and May 31, 2024. Accordingly, the Original Projections do not reflect Unique Logistics’ management’s view on future performance, and we caution you not to place undue reliance on the Original Projections in making a decision regarding the Transactions."
Anyone can read the updated projections:
"Updated Revenue Projections. Unique Logistics’ management decreased total revenue projections for 2024 by $370 million, from $791 million in the Original Projections to $421 million in the Updated Projections, mainly attributable to a decrease in spot rates for ocean and air freight. This decline is primarily due to an excess of shipping capacity and customer inventory overhang from the supply chain disruptions resulting from the COVID-19 pandemic."
"Updated Gross Profit Projections. Unique Logistics’ management decreased its gross profit projections for 2024 by $19 million, from $86 million in the Original Projections to $67 million in the Updated Projections. These adjustments were driven primarily by the lower shipping volume described above with respect to revenue."
"Updated Adjusted EBITDA Projections. Unique Logistics’ management decreased its Adjusted EBITDA projections for 2024 by $19 million, from $49 million in the Original Projections to $30 million in the Updated Projections. These adjustments were driven primarily by the factors described above, which decreased projected revenue and gross profit."
When this type of public information is provided, it really should be no surprise that UNQL reported a dismal Q1 with negative net profits and even negative adjusted EBITDA. The numbers don't lie......just folks who don't read the financials.
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