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.
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