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NEW YORK, Feb. 20 /PRNewswire-FirstCall/ -- Clark Holdings Inc. (NYSE Alternext US, LLC: GLA; GLA.U; GLA.WS), a non-asset-based provider of mission-critical supply chain solutions, today announced preliminary unaudited financial results for the fourth quarter and year ended January 3, 2009.
Clark Holdings Inc. (formerly Global Logistics Acquisition Corporation) acquired The Clark Group, Inc. on February 12, 2008. The results of operations for the quarterly and annual periods ended January 3, 2009 and December 31, 2007 are non-GAAP pro-forma financial statements presented for comparative purposes as if the acquisition of The Clark Group, Inc. by Clark Holdings Inc. took place on January 1, 2007. See the Clark Holdings Inc.'s Form 10-Q for the quarterly period ended September 27, 2008 for a further description of the acquisition.
Summarized non-GAAP (pro forma) financial results for the quarter and twelve month periods ended January 3, 2009 and December 31, 2007 are as follows (dollars in thousands):
(unaudited)
Quarter Quarter Year Year
Ended Ended Ended Ended
January 3, December 31, % January 3, December 31, %
2009 2007 Change 2009 2007 Change
Gross revenues
Domestic $17,678 15,930 11.0% 69,590 63,127 10.2%
International 3,659 3,082 18.7% 14,577 12,677 15.0%
Consolidated 21,337 19,012 12.2% 84,167 75,804 11.0%
Gross profit
Domestic $5,963 5,650 5.5% 23,925 23,137 3.4%
International 1,400 1,309 7.0% 5,540 5,635 -1.7%
Consolidated 7,363 6,959 5.8% 29,465 28,772 2.4%
Operating income
(loss) before
impairment
& one time
items (41) 119 2,536 3,282
Impairment of
Goodwill &
Intangibles (69,300) (69,300)
Other one time
items (377) (149) (1,536)
Operating
Income
(loss) (69,341) (258) (66,913) 1,746
Net Income
(loss) (65,465) (151) (64,423) 827
Shares
Outstanding 10,859 14,394 11,306 14,310
EPS (fully
diluted) (6.03) (0.01) (5.70) 0.06
Pro forma
adjusted
EPS (fully
diluted)(1) 0.03(1) 0.03(1) 0.26(1) 0.22(1)
(1) Excludes the impact of an impairment of goodwill, the impact of
several one-time items and amortization of intangibles.
Consolidated Fourth Quarter and Full Year Financial Highlights
-- Gross revenues increased 12.2% during the fourth quarter, driven by an
11.0% increase in domestic revenues and an 18.7% increase in
international revenues.
-- Gross profit increased 5.8% during the fourth quarter driven by a 5.5%
increase in domestic gross profit, and a 7.0% increase in
international.
-- Gross revenues increased 11.0% in 2008 driven by a 10.2% increase in
domestic revenues and a 15.0% increase in international revenues.
-- Gross profit increased 2.4% in 2008 driven by a 3.4% increase in
domestic gross profit.
-- Pro-forma adjusted EPS for 2008, which excludes a one time 2008
impairment to goodwill and intangibles, the impact of several one-time
items and non-cash amortization expenses, was $0.26 compared to
pro-forma adjusted EPS of $0.22 in 2007.
"Clark's fourth quarter results benefited from market share gains at domestic and improved results in its international business which returned to profitability after several quarters of operating losses," said Gregory Burns, Chief Executive Officer of Clark Holdings. "Fourth quarter results also benefited from an extra week compared to the year ago quarter. Overall economic conditions remain challenging but we are excited about our non-asset-based business model and ongoing growth initiatives."
Fourth Quarter Results
Clark Holdings reported gross revenues of $21.3 million in the fourth quarter of 2008, up 12.2% compared to gross revenues of $19.0 million in the same period last year. Domestic gross revenue increased 11.0% while international gross revenue increased 18.7%.
Consolidated gross profit for the fourth quarter of 2008 was $7.4 million, compared to $7.0 million in the same period last year. During the fourth quarter of 2008, consolidated gross profit margin decreased to 34.5% from 36.6% during the fourth quarter of 2007.
Domestic gross profit for the fourth quarter of 2008 was $6.0 million, up 5.5% compared to domestic gross profit in the same period last year. International gross profit for the fourth quarter of 2008 was $1.4 million, up 7.0% compared to the same period last year.
During the fourth quarter of 2008, the company incurred a $69.3 million non-cash impairment to reduce the carrying value of goodwill and intangible assets.
Consolidated operating loss before the impairment and other one time items was $41,000 compared to a profit of $119,000 in the year ago period. Net income in the quarter, including the charge for impairment of goodwill, was a net loss of $65.5 million, compared to a net loss of $151,000 in the same period last year.
Pro-forma adjusted EPS was $0.03 in the fourth quarter of 2008 compared to pro-forma adjusted EPS of $0.03 in the fourth quarter of 2007. Pro-forma adjusted EPS for the fourth quarter of 2008 excludes the impact of the non-cash impairment to reduce the carrying value of goodwill and intangible assets outlined above. Pro-forma adjusted EPS for both periods excludes the impact of non-cash amortization of intangibles and the year-ago period excludes the impact of several one-time items.
Full Year Results
Clark Holdings reported 2008 gross revenues of $84.2 million, up 11.0% compared to gross revenues of $75.8 million in 2007. Domestic gross revenue increased 10.2% while international gross revenue increased 15.0%.
Consolidated gross profit margin decreased to 35.0% in 2008 from 38.0% in 2007. Domestic gross profit in 2008 was $23.9 million, up 3.4% compared to domestic gross profit of $23.1 million in 2007. Domestic gross profit margin decreased to 34.4% from 36.7%. International gross profit in 2008 was $5.5 million compared to international gross profit of $5.6 million in 2007.
During the fourth quarter of 2008, the company incurred a $69.3 million non-cash impairment to reduce the carrying value of goodwill and intangible assets. Consolidated operating income before the impairment charge and other one time items was $2.5 million compared with $3.3 million a year ago.
Net income for the full year, including the charge for impairment of goodwill, was a net loss of $64.4 million, compared to net income of $827,000 in the same period last year.
Pro-forma 2008 adjusted EPS was $0.26 compared to pro-forma adjusted EPS of $0.22 for the prior year. Pro-forma adjusted EPS for 2008 excludes the impact of the non-cash impairment to reduce the carrying value of goodwill and intangible assets outlined above. Pro-forma adjusted EPS for both periods excludes the impact of non-cash amortization of intangibles and the impact of several one-time items.
Pro Forma
We have presented our operating results on a pro forma basis for the results of operations for the quarterly and annual periods ended January 3, 2009 and December 31, 2007. This pro forma presentation assumes that the February 12, 2008 acquisition of our operating business and related financings occurred on January 1, 2007. This pro forma presentation is not necessarily indicative of what our operating results would have actually been had the acquisition and related financings occurred at the beginning of the pro forma period. This pro forma presentation is required for comparison purposes as Clark Holdings Inc. had no operations in the corresponding quarter and annual periods of 2007.
Non-GAAP Financial Measure
This press release includes the following financial information defined as a non-GAAP financial measure by the Securities and Exchange Commission: pro forma adjusted EPS. This measure may be different from non-GAAP financial measure used by other companies. The presentation of this financial information is not intended to be considered in isolation or as a substitute for financial information prepared and presented in accordance with generally accepted accounting principles. Clark believes that the presentation of this non-GAAP measure provides information that is useful to investors as it indicates more clearly the ability of Clark to meet capital expenditures and working capital requirements and otherwise meet its obligations as they become due. Clark's pro forma adjusted EPS was derived by taking earnings before income taxes and adjustments and adjusted for the impact of the non-cash impairment of goodwill and intangible assets, the impact of non-cash amortization of intangibles and the impact of several one-time items.
About Clark
Over its 30-year history, Clark has built a position as the leading independent provider of value-added distribution, transportation management, and international air and ocean freight forwarding services to the print media industry.
This press release may contain certain forward-looking statements including statements with regard to the future performance of Clark Holdings. Words such as "believes," "expects," "projects," and "future" or similar expressions are intended to identify forward-looking statements. These forward-looking statements inherently involve certain risks and uncertainties that are detailed in Clark Holdings' filings with the Securities and Exchange Commission. Clark Holdings undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
CLARK HOLDINGS INC. CONSOLIDATED BALANCE SHEETS
(In Thousands)
(UNAUDITED)
January 3, December 31,
2009 2007
ASSETS
CURRENT ASSETS:
Cash and equivalents $3,915 $133
Accounts receivable 5,557 -
Other receivables 62 -
Prepaid expenses 1,594 159
Deferred Tax Assets-Current 955
Total current assets 12,083 292
Investments in marketable securities
held in Trust Account - 88,423
Deferred Acquisition Costs - 874
Deferred Tax Assets-Non-Current 747 811
PROPERTY AND EQUIPMENT, net of accumulated
depreciation 1,925 -
Intangible Assets 15,474
Goodwill - -
Other Assets - -
Total assets $30,229 $90,400
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current Portion of Long Term Debt 1,184 -
Accounts payable 6,041 $-
Accrued expenses and other payables 1,885 537
Notes Payable and Accrued
Interest-Related Party - 348
Accrued stock conversion - -
Deferred Underwriting Fees - 2,640
Deferred Tax Liabilities-Current 276 -
Total current liabilities 9,386 3,525
COMMITMENTS AND CONTINGENCIES
Common Stock subject to conversion
2,199,999 shares - 16,896
Interest attributable to common stock,
subject to possible conversion - 789
(net of taxes of $658,163 and $313,349,
respectively)
Long Term Debt 3,076 -
Deferred Tax Liabilities-Non-Current 6,776
STOCKHOLDERS' EQUITY
Preferred stock-$.0001 par value; 1,000,000
shares authorized; none issued
and outstanding -
Common stock-$.0001 par value; 400,000,000
shares authorized;
13,500,000 issued and outstanding at
December 31, 2007 and 10,859,385
issued and outstanding at
January 3, 2009 1 1
Additional paid-in capital 73,398 67,174
Retained Earnings (62,408) 2,015
Total stockholders' equity 10,991 69,190
Total liabilities and stockholders' equity $30,229 $90,400
See Notes to Consolidated Financial Statements
Control Testing - -
CLARK HOLDINGS INC.
CONSOLIDATED ADJUSTED PRO FORMA (NON-GAAP) STATEMENT OF OPERATIONS
AND RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(UNAUDITED)
(In Thousands)
14 Weeks 13 Weeks 53 Weeks 52 Weeks
Ended Ended Ended Ended
Jan 3, Dec 31, Jan 3, Dec 31,
2009 2007 2009 2007
Gross revenues $21,337 $19,012 $84,167 $75,804
Freight expense (13,974) (12,053) (54,702) (47,032)
Gross profit 7,363 6,959 29,465 28,772
Depreciation and
amortization (663) (691) (2,356) (2,756)
Impairment of
Goodwill and
Intangible
Assets (69,300) (69,300)
Selling, operating
and administrative
expenses (6,741) (6,526) (24,722) (24,270)
Income from
operations (69,341) (258) (66,913) 1,746
Interest income
(expense) (10) 7 123 (367)
Income before
income taxes
and adjustments (69,351) (251) (66,790) 1,379
Less: Clark
Group Inc.
Income from
12/30/2007 to
02/11/2008 - - (834) -
Income before
income taxes (69,351) (251) (67,624) 1,379
Income Tax
Expense 3,886 100 $3,201 (552)
Net Income (65,465) (151) (64,423) 827
Weighted Average
number of shares
outstanding
Basic 10,859 11,300 11,306 11,300
Diluted 10,859 14,394 11,306 14,310
Net Income (Loss)
per share
Basic $(6.03) (0.01) $(5.70) 0.07
Diluted $(6.03) (0.01) $(5.70) 0.06
Reconciliation of Non-GAAP Financial Measures
Income before
income taxes
and adjustments (69,351) (251) (66,790) 1,379
Plus Impairment
of Goodwill &
Intangible
Assets 69,300 - 69,300 -
Plus one-time
acquisition
expenses - 300 85 609
Plus one-time
correction of
payroll accrual - 77 - 77
Plus one-time
non recurring
severance
expense - - 64 280
Plus Amortization of
Intangibles 610 610 2,151 2,440
Plus Non Cash
Compensation
Paid to
Consultant - - - 570
559 736 4,810 5,335
Income tax
expense (224) (294) (1,924) (2,134)
Net income
(loss) $335 $442 $2,886 $3,201
Pro Forma Adjusted EPS
Basic 0.03 0.04 0.26 0.28
Diluted 0.03 0.03 0.26 0.22
Weighted average
number of shares
outstanding:
Basic 10,859 11,300 11,306 11,300
Diluted 10,859 14,394 11,306 14,310
DATASOURCE: Clark Holdings Inc.
CONTACT: Brad Edwards of Brainerd Communicators, Inc., +1-212-986-6667,
for Clark Holdings Inc.