Attached files
file | filename |
---|---|
EX-32.1 - Clark Holdings Inc. | v194382_ex32-1.htm |
EX-31.1 - Clark Holdings Inc. | v194382_ex31-1.htm |
EX-31.2 - Clark Holdings Inc. | v194382_ex31-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
x
|
QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended July 3, 2010
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
|
For the
transition period from ________ to ___________.
Commission
file number: 001-32735
CLARK
HOLDINGS INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
43-2089172
|
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
|
121
New York Avenue, Trenton, New Jersey
(Address
of principal executive offices) (Zip Code)
(609)
396-1100
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. x Yes ¨ No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or such shorted period that the
registrant was required to submit and post such files). ¨ Yes ¨ No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check
one):
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
|
Non-accelerated
filer ¨ (Do
not check if a smaller reporting
company)
|
Smaller
reporting company x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). ¨ Yes x No
As of
August 16, 2010, we had 12,032,193 shares of common stock issued and
outstanding.
CLARK
HOLDINGS INC.
AND
SUBSIDIARIES
FORM
10-Q
FOR
THE QUARTER ENDED JULY 3, 2010
TABLE
OF CONTENTS
PART
I. FINANCIAL INFORMATION
|
|||
ITEM
1.
|
FINANCIAL
STATEMENTS
|
3
|
|
Condensed
Consolidated Balance Sheets as of July 3, 2010 (Unaudited) and January 2,
2010
|
3
|
||
Condensed
Consolidated Statements of Operations for the 13 Weeks and 26 Weeks Ended
July 3, 2010 and July 4, 2009 (Unaudited)
|
4
|
||
Condensed
Consolidated Statements of Cash Flows for the 26 Weeks Ended July 3, 2010
and July 4, 2009 (Unaudited)
|
5
|
||
Notes
to Condensed Consolidated Financial Statements
|
6
|
||
ITEM
2.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
19
|
|
ITEM
3.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
27
|
|
ITEM
4.
|
CONTROLS
AND PROCEDURES
|
27
|
|
PART
II. OTHER INFORMATION
|
|||
ITEM
1.
|
LEGAL
PROCEEDINGS
|
29
|
|
ITEM
1A.
|
RISK
FACTORS
|
29
|
|
ITEM
2.
|
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
29
|
|
ITEM
3.
|
DEFAULTS
UPON SENIOR SECURITIES
|
29
|
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
29
|
|
ITEM
5.
|
OTHER
INFORMATION
|
29
|
|
ITEM
6.
|
EXHIBITS
|
30
|
|
SIGNATURES
|
31
|
2
PART
I. FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
CLARK
HOLDINGS INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(In
Thousands)
(Unaudited)
|
||||||||
July
3, 2010
|
January
2, 2010
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash
and cash equivalents
|
$ | 1,113 | $ | 2,879 | ||||
Restricted
cash
|
– | 718 | ||||||
Accounts
receivable, net
|
6,743 | 5,073 | ||||||
Income
tax receivable
|
616 | – | ||||||
Other
receivables
|
208 | 414 | ||||||
Prepaid
expenses
|
852 | 397 | ||||||
Deferred
tax assets-current
|
947 | 483 | ||||||
Total
Current Assets
|
10,479 | 9,964 | ||||||
PROPERTY
AND EQUIPMENT, net of accumulated depreciation
|
1,869 | 2,529 | ||||||
INTANGIBLE
ASSETS, net of accumulated amortization
|
13,633 | 14,257 | ||||||
TOTAL
ASSETS
|
$ | 25,981 | $ | 26,750 | ||||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Current
portion of long term debt
|
$ | 3,428 | $ | 2,895 | ||||
Accounts
payable
|
5,548 | 3,502 | ||||||
Accrued
expenses and other payables
|
4,724 | 5,165 | ||||||
Total
Current Liabilities
|
13,700 | 11,562 | ||||||
DEFERRED
TAX LIABILITIES-NON-CURRENT
|
4,213 | 5,267 | ||||||
COMMITMENTS
AND CONTINGENCIES
|
||||||||
SHAREHOLDERS'
EQUITY:
|
||||||||
Preferred
stock-$.0001 par value; 1,000,000 shares authorized;none
issued
|
– | – | ||||||
Common
stock-$.0001 par value; 400,000,000 shares authorized; 10,858,755 issued
and outstanding at July 3, 2010 and January 2, 2010
|
1 | 1 | ||||||
Additional
paid-in capital
|
73,584 | 73,535 | ||||||
Accumulated
deficit
|
(65,517 | ) | (63,615 | ) | ||||
Total
Shareholders' Equity
|
8,068 | 9,921 | ||||||
TOTAL
LIABILITIES AND SHAREHOLDERS' EQUITY
|
$ | 25,981 | $ | 26,750 |
See
accompanying notes to condensed consolidated financial
statements.
3
CLARK
HOLDINGS INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In
Thousands)
13 Weeks
Ended
|
26 Weeks
Ended
|
|||||||||||||||
July
3, 2010
|
July
4, 2009
|
July
3, 2010
|
July
4, 2009
|
|||||||||||||
Gross
Revenues
|
$ | 18,837 | $ | 16,491 | $ | 34,377 | $ | 33,934 | ||||||||
Freight
expense
|
(13,465 | ) | (10,310 | ) | (24,410 | ) | (21,558 | ) | ||||||||
Depreciation
and amortization
|
(414 | ) | (425 | ) | (820 | ) | (840 | ) | ||||||||
Operating,
selling and administrative expense
|
(6,127 | ) | (6,906 | ) | (12,279 | ) | (13,417 | ) | ||||||||
Impairment
charge
|
(594 | ) | – | (594 | ) | – | ||||||||||
Loss
from operations
|
(1,763 | ) | (1,150 | ) | (3,726 | ) | (1,881 | ) | ||||||||
Interest
income
|
– | 1 | 2 | 1 | ||||||||||||
Interest
expense
|
(39 | ) | (40 | ) | (80 | ) | (63 | ) | ||||||||
Loss
before income taxes
|
(1,802 | ) | (1,189 | ) | (3,804 | ) | (1,943 | ) | ||||||||
Benefit
for income taxes
|
1,153 | 438 | 1,902 | 660 | ||||||||||||
Net loss
|
$ | (649 | ) | $ | (751 | ) | $ | (1,902 | ) | $ | (1,283 | ) | ||||
Loss
per share
|
||||||||||||||||
Basic
and diluted
|
$ | (0.06 | ) | $ | (0.07 | ) | $ | (0.18 | ) | $ | (0.12 | ) | ||||
Weighted
average shares used to compute loss per share
|
||||||||||||||||
Basic
and diluted
|
10,859 | 10,859 | 10,859 | 10,859 |
See
accompanying notes to condensed consolidated financial statements
4
.
CLARK
HOLDINGS INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In
Thousands)
26
Weeks Ended
|
||||||||
July
3, 2010
|
July
4, 2009
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net
loss
|
$ | (1,902 | ) | $ | (1,283 | ) | ||
Adjustments
to reconcile net loss to net cash provided (used) by operating
activities:
|
||||||||
Depreciation
|
196 | 135 | ||||||
Amortization
|
624 | 705 | ||||||
Stock-based
compensation expense
|
49 | 54 | ||||||
Deferred
income tax benefit
|
(1,518 | ) | (326 | ) | ||||
Impairment
charges
|
594 | – | ||||||
Provision
for doubtful accounts and allowances
|
163 | 45 | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
(1,833 | ) | 94 | |||||
Income
tax receivable
|
(616 | ) | – | |||||
Other
receivables
|
206 | 13 | ||||||
Prepaid
expenses
|
(455 | ) | (700 | ) | ||||
Accounts
payable
|
2,046 | 861 | ||||||
Accrued
expenses and other payables
|
(441 | ) | 545 | |||||
Net
cash provided (used) by operating activities
|
(2,887 | ) | 143 | |||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Purchases
of property and equipment
|
(210 | ) | (709 | ) | ||||
Proceeds
from disposal of assets
|
80 | – | ||||||
Net
cash used in investing activities
|
(130 | ) | (709 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Repayment
of term loan
|
(2,895 | ) | (710 | ) | ||||
Net
bank credit line proceeds
|
3,428 | – | ||||||
Decrease
in restricted cash
|
718 | – | ||||||
Net
cash provided (used) by financing activities
|
1,251 | (710 | ) | |||||
NET
DECREASE IN CASH AND CASH EQUIVALENTS
|
(1,766 | ) | (1,276 | ) | ||||
CASH
AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
2,879 | 3,915 | ||||||
CASH
AND CASH EQUIVALENTS, END OF PERIOD
|
$ | 1,113 | $ | 2,639 | ||||
SUPPLEMENTAL
CASH FLOW INFORMATION
|
||||||||
Interest
paid
|
$ | 80 | $ | 63 | ||||
Income
taxes paid
|
$ | – | $ | 302 |
See
accompanying notes to condensed consolidated financial
statements.
5
CLARK
HOLDINGS INC. AND SUBSIDIARIES
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION
Nature of
Business. Clark Holdings Inc. (the
“Company”) is a holding company which conducts its business through its
operating subsidiaries. The Company provides transportation management and
logistics services to the print media and other industries, providing ground,
air, and ocean freight forwarding, as well as contract logistics, customs
clearances, distribution, inbound logistics, truckload brokerage, and other
supply chain management solutions.
Basis of
Presentation. The condensed
consolidated financial statements are presented in accordance with generally
accepted accounting principles in the United States of America (“U.S. GAAP”) for
interim financial information and have been prepared by the Company pursuant to
the rules and regulations of the Securities and Exchange Commission
(“SEC”). Certain information and footnote disclosures normally included in
financial statements prepared in accordance with U.S. GAAP have been condensed
or omitted pursuant to Article 8 of Regulation S-X. In the opinion of
management, the unaudited condensed consolidated financial statements reflect
all adjustments (consisting only of normal, recurring adjustments) necessary for
a fair presentation of the financial position, results of operations and cash
flows for the periods indicated. You should read these condensed
consolidated financial statements in conjunction with the audited consolidated
financial statements and notes thereto included in the Company’s Annual Report
on Form 10-K for the year ended January 2, 2010, filed with the SEC on April 19,
2010. The January 2, 2010 consolidated balance sheet data was derived from
audited consolidated financial statements but does not include all disclosures
required by U.S. GAAP.
The
condensed consolidated financial statements include the accounts of Clark
Holdings Inc., a Delaware corporation, and its subsidiaries. All
significant intercompany balances and transactions have been eliminated in
consolidation. As of July 3, 2010, there have been no significant changes
to any of the Company’s accounting policies as set forth in the Annual Report on
Form 10-K for the year ended January 2, 2010.
The
results of operations for the 13 and 26 weeks ended July 3, 2010 are not
necessarily indicative of the results that may be expected for any other interim
period or for the full year ending January 1, 2011.
Reclassifications.
Certain
prior period balances have been reclassified to conform to the current financial
statement presentation. These reclassifications had no impact on previously
reported results of operations or shareholders’ equity.
Estimates and
Uncertainties. The preparation of
condensed consolidated financial statements in conformity with U.S. GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the condensed consolidated financial statements and
the reported amounts of revenues and expenses during the reporting period.
The Company’s most significant estimates and assumptions made in the preparation
of the condensed consolidated financial statements relate to revenue
recognition, accounts receivable allowance for doubtful accounts, intangible
assets, income taxes, and accrued expenses. Actual results could differ
from those estimates.
As
reflected in the accompanying condensed consolidated financial statements, the
Company incurred a net loss of approximately $1.9 million for the 26 weeks ended
July 3, 2010. By May of 2010, management completed a series of cost
restructurings including a reduction in workforce, wage freezes and wage
reductions that resulted in reducing the annual payroll by $2.5 million on an
annualized basis. In addition, the Company reduced capital expenditure
budgets and amended its credit facility agreement on May 24, 2010 (Note
4). Since then, the Company has undertaken a number of initiatives to
further reduce its costs and increase its revenues. While management
believes that these actions taken to improve the Company’s operating and
financial requirements will allow the Company to sustain its future operations
and meet its financial covenants, further steps may to be taken if the above
actions are insufficient.
6
CLARK
HOLDINGS INC. AND SUBSIDIARIES
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION (CONTINUED)
Liquidity.
Over the
next twelve months, the Company’s operations may require additional funds and it
may seek to raise such additional funds through public or private sales of debt
or equity securities, or securities convertible or exchangeable into such
securities, strategic relationships, bank debt, lease financing arrangements, or
other available means. No assurance can be provided that additional
funding, if sought, will be available or, if available, will be on acceptable
terms to meet the Company’s business needs. If additional funds are raised
through the issuance of equity securities, stockholders may experience dilution,
or such equity securities may have rights, preferences, or privileges senior to
those of the holders of the Company’s common stock. If additional funds
are raised through debt financing, the debt financing may involve significant
cash payment obligations and financial or operational covenants that may
restrict the Company’s ability to operate its business. An inability to
fund its operations or fulfill outstanding obligations could have a material
adverse effect on the Company’s business, financial condition, results of
operations and ability to meet its financial covenants.
Fair Value of
Financial Instruments. The carrying value of cash equivalents,
accounts receivable, accounts payable and short-term debt reasonably approximate
their fair value due to the relatively short maturities of these
instruments. The fair value estimates presented herein were based on
market or other information available to management. The use of different
assumptions and/or estimation methodologies could have a significant effect on
the estimated fair value amounts.
Restricted
Cash. At January 2, 2010,
$718,000 of bank deposits were classified as restricted as collateral for
outstanding letters of credit issued by the Company’s former bank.
On March 18, 2010, the restricted cash was released as part of the
Company’s refinancing of its bank credit facility (see Note 4) and the proceeds
were used to pay down the bank line.
Income Taxes.
The Company
recognizes deferred tax assets, net of applicable valuation allowances, related
to net operating loss carry-forwards and certain temporary differences and
deferred tax liabilities related to certain temporary differences. The
Company recognizes a future tax benefit to the extent that realization of such
benefit is considered to be more likely than not. This determination is
based upon the projected reversal of taxable temporary differences, projected
future taxable income and use of tax planning strategies. Otherwise, a
valuation allowance is applied. To the extent that the Company’s deferred
tax assets require valuation allowances in the future, the recording of such
valuation allowances would result in an increase to its tax provision in the
period in which the Company determines that such a valuation allowance is
required.
The
Company evaluates the need for a deferred tax valuation allowance
quarterly. No valuation allowance was required as of July 3, 2010 and
January 2, 2010 as it was deemed more likely than not that the Company’s
deferred tax assets will be realized. Although the Company incurred
substantial losses before income taxes for the 26 weeks ended July 3, 2010 and
the year ended January 2, 2010, management believes that it is more likely than
not that the Company will recognize the deferred tax assets. However, if
future events change management’s assumptions and estimates regarding the
Company’s future earnings, a significant deferred tax asset valuation allowance
may have to be established.
7
CLARK
HOLDINGS INC. AND SUBSIDIARIES
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
2 – RECENT ACCOUNTING PRONOUNCEMENTS
In
February 2010, the Financial Accounting Standards Board (FASB) issued
Accounting Standards Update (ASU) No. 2010-09 (ASU 2010-09) to
Codification Topic 855, Subsequent Events. This
update requires that all SEC filers must evaluate subsequent events through the
date the financial statements are issued. However, it no longer requires filers
to disclose either the issuance date or the revised issuance date. The amended
Codification Topic 855 established general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued. The Company has evaluated subsequent events for
appropriate accounting and disclosure in accordance with ASU
2010-09.
In
October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue
Arrangements (ASU 2009-13), which amends Codification Topic 605, Revenue Recognition. This
update provides amendments to the criteria for separating deliverables,
measuring and allocating arrangement consideration to one or more units of
accounting. This update also establishes a selling price hierarchy for
determining the selling price of a deliverable. ASU 2009-13 is effective for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010. The Company is currently evaluating
the impact the adoption of the update may have on its consolidated results of
operations and financial position.
NOTE
3 – CONDENSED CONSOLIDATED BALANCE SHEET COMPONENTS
($000s)
|
(Unaudited)
|
|||||||||||
July
3, 2010
|
January
2, 2010
|
|||||||||||
Accounts
receivable, net
|
||||||||||||
Accounts
receivable, gross
|
$ | 7,179 | $ | 5,346 | ||||||||
Allowance
for doubtful accounts
|
(412 | ) | (244 | ) | ||||||||
Allowance
for cargo claims
|
(24 | ) | (29 | ) | ||||||||
$ | 6,743 | $ | 5,073 | |||||||||
Property
and Equipment, net
|
Useful
Lives
|
|||||||||||
Land
|
$ | 71 | $ | 71 | ||||||||
Building
|
40
|
465 | 465 | |||||||||
Equipment
|
3 –
7 years
|
642 | 611 | |||||||||
Furniture
and fixtures
|
7
years
|
300 | 222 | |||||||||
IT
systems
|
3
years
|
903 | 882 | |||||||||
Leasehold
improvements
|
5 –
10 years
|
163 | 163 | |||||||||
Construction-in-progress
|
– | 594 | ||||||||||
2, 544 | 3,008 | |||||||||||
Less:
Accumulated depreciation and amortization
|
(675 | ) | (479 | ) | ||||||||
$ | 1,869 | $ | 2,529 | |||||||||
Intangible
Assets, net
|
||||||||||||
Customer
list
|
12
years
|
$ | 13,588 | $ | 13,588 | |||||||
Trade
names
|
–
|
2,314 | 2,314 | |||||||||
Non-compete
agreements
|
5
years
|
1,013 | 1,013 | |||||||||
16,915 | 16,915 | |||||||||||
Less:
Accumulated amortization
|
(3,282 | ) | (2,658 | ) | ||||||||
$ | 13,633 | $ | 14,257 |
8
CLARK
HOLDINGS INC. AND SUBSIDIARIES
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
4 – DEBT
On
February 12, 2008, the Company entered into a credit agreement with Bank of
America, N.A. (“BOA,” at the time known as LaSalle Bank National Association),
which was subsequently amended on April 17, 2009, September 15, 2009 and
February 26, 2010. Beginning in May 2009, the Company was not in
compliance with certain of the financial covenants contained in the credit
agreement. Pursuant to the September 15, 2009 amendment, BOA agreed to
forbear from exercising its rights arising from such
non-compliance.
The
credit agreement with BOA, as amended through September 15, 2009, provided for a
term loan of $4,700,000, revolving loans and letters of credit of up to
$2,218,000 and a termination date of February 28, 2010. The term loan and
revolving loans bore interest at LIBOR plus 4% or at the prime rate, the
outstanding letters of credit bore interest at 4% and the facility had an annual
unused line fee of 0.675%. The facility was collateralized by a senior
security interest in substantially all of the Company’s assets. Pursuant
to the February 26, 2010 amendment, the termination date was extended to March
9, 2010.
On March
5, 2010, the Company entered into a new credit agreement with Cole Taylor Bank
for a three year revolving line of credit. Simultaneously with entering
into the new credit agreement, the Company terminated its prior credit agreement
with BOA and made an initial draw under the new facility to repay
then-outstanding loans. The new credit agreement provides for a revolving
credit facility of up to $6,000,000, with a $1,000,000 sublimit for letters of
credit. Under the terms of the credit agreement, the Company may borrow up
to the lesser of (i) $6,000,000 and (ii) an amount derived from the Company’s
eligible accounts receivable less certain specified reserves and the value of
outstanding letters of credit. The credit facility is collateralized by a
first priority security interest in substantially all of the Company’s assets
and requires payment of interest only during the facility’s three year
term. The interest rate on the line of credit varies based on the bank’s
prime rate or LIBOR and is equal to the greater of 6% or the bank’s prime rate
plus 2%, for borrowings based on the prime rate, or LIBOR plus 4.5%, for
borrowings based on LIBOR. At July 3, 2010 the applicable interest rate on
amounts drawn under the term note and the line of credit was 7%.
The
Company must comply with certain affirmative and negative covenants customary
for a credit facility of this type, including limitations on liens, debt,
mergers, and consolidations, sales of assets, investments and dividends. The
Company’s credit facility is also subject to financial covenants. As
amended on May 24, 2010, current financial covenants include a minimum
cumulative EBITDA covenant set at 85% of management’s revised plan presented to
the bank on May 10, 2010 measured on a monthly basis until January 1,
2011. Thereafter, the Fixed Charge Coverage ratio, as defined in the
credit agreement shall not be less than 1.05:1 calculated on a Trailing 52 week
basis. At July 3, 2010, the Company was in compliance with all
of its financial covenants. At January 2, 2010 the Company was in
compliance with its financial covenants in accordance with the September 15,
2009 amendent to the credit agreement with BOA.
As of
July 3, 2010, the Company had an outstanding balance of $3,428,000 under the
revolving line and approximately $175,000 of undrawn availability under the
credit line. At January 2, 2010, the Company had an outstanding balance of
$2,895,000 drawn under its revolving credit line, with about $1,683,000 of
undrawn availability.
9
CLARK
HOLDINGS INC. AND SUBSIDIARIES
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
5 – LOSS PER SHARE
Basic
loss per share is computed using the weighted average number of common shares
outstanding. Diluted loss per share is computed using the weighted average
number of common shares outstanding as adjusted for the incremental shares
attributable to outstanding options and warrants to purchase common
stock.
The
following table sets forth the computation of the basic and diluted loss per
share:
13
Weeks Ended
|
26
Weeks Ended
|
|||||||||||||||
($000s)
|
July
3, 2010
|
July
4, 2009
|
July
3, 2010
|
July
4, 2009
|
||||||||||||
Numerator
for basic and diluted:
|
||||||||||||||||
Net
loss
|
$ | (649 | ) | $ | (751 | ) | $ | (1,902 | ) | $ | (1,283 | ) | ||||
Denominator
:
|
||||||||||||||||
For
basic loss per common share – weighted average shares
outstanding
|
10,858,755 | 10,858,755 | 10,858,755 | 10,858,755 | ||||||||||||
Effect
of dilutive securities - stock options, restricted stock units
and warrants
|
– | – | – | – | ||||||||||||
For
diluted loss per common share – weighted average shares
outstanding adjusted for assumed exercises
|
10,858,755 | 10,858,755 | 10,858,755 | 10,858,755 | ||||||||||||
Basic
loss per share
|
$ | (0.06 | ) | $ | (0.07 | ) | $ | (0.18 | ) | $ | (0.12 | ) | ||||
Diluted
loss per share
|
$ | (0.06 | ) | $ | (0.07 | ) | $ | (0.18 | ) | $ | (0.12 | ) |
The
following options and warrants to purchase common stock were excluded from the
computation of diluted loss per share for the 13 and 26 weeks ended July 3, 2010
and July 4, 2009 because their exercise price was greater than the average
market price of the common stock or as a result of the Company’s net loss for
those periods:
13
Weeks Ended
|
26
Weeks Ended
|
|||||||||||||||
July
3, 2010
|
July
4, 2009
|
July
3, 2010
|
July
4, 2009
|
|||||||||||||
Anti-dilutive
options and warrants
|
13,941,139 | 13,663,205 | 13,954,737 | 13,596,158 |
10
CLARK
HOLDINGS INC. AND SUBSIDIARIES
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
6 – STOCK-BASED COMPENSATION
The
effect of recording stock-based compensation for the 13 and 26 weeks ended July
3, 2010 and July 4, 2009 was as follows:
13
Weeks Ended
|
26
Weeks Ended
|
|||||||||||||||
July
3, 2010
|
July
4, 2009
|
July
3, 2010
|
July
4, 2009
|
|||||||||||||
Stock-based
compensation expense by type of award:
|
||||||||||||||||
Employee
stock options
|
$ | 16,458 | $ | 19,912 | $ | 32,561 | $ | 34,013 | ||||||||
Non-employee
director stock options
|
7,056 | 9,565 | 15,850 | 19,785 | ||||||||||||
Employee
restricted stock units
|
451 | – | 901 | – | ||||||||||||
Total
stock-based compensation expense
|
$ | 23,965 | $ | 29,477 | $ | 49,312 | $ | 53,798 | ||||||||
Tax
effect of stock-based compensation recognized
|
(9,155 | ) | (11,773 | ) | (18,837 | ) | (21,487 | ) | ||||||||
Net
effect on net loss
|
$ | 14,810 | $ | 17,704 | $ | 30,475 | $ | 32,311 | ||||||||
Excess
tax benefit effect on:
|
||||||||||||||||
Cash
flows from operations
|
$ | – | $ | – | $ | – | $ | – | ||||||||
Cash
flows from financing activities
|
$ | – | $ | – | $ | – | $ | – | ||||||||
Effect
on loss per share:
|
||||||||||||||||
Basic
|
$ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||||
Diluted
|
$ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 |
As of
July 3, 2010, the unrecorded deferred stock-based compensation balance was
$146,313 after estimated forfeitures and will be recognized over an estimated
weighted average amortization period of about 9.0 years. During the 13
weeks ended July 3, 2010, the Company granted 90,000 stock options with an
estimated total grant-date fair value of $14,783 after estimated
forfeitures. During the 26 weeks ended July 3, 2010, the Company granted
140,000 stock options with an estimated total grant-date fair value of $26,610
after estimated forfeitures. During the 13 weeks ended July 4, 2009, the
Company granted 107,250 stock options with an estimated total grant-date fair
value of $39,317 after estimated forfeitures. During the 26 weeks ended
July 4, 2009, the Company granted 340,750 stock options with an estimated total
grant-date fair value of $107,819 after estimated forfeitures.
Valuation
Assumptions
The
Company estimates the fair value of stock options using a Black-Scholes
option-pricing model. The fair value of each option grant is estimated on
the date of grant using the Black-Scholes option-pricing model and the
straight-line attribution approach with the following weighted-average
assumptions:
13
Weeks Ended
|
26
Weeks Ended
|
|||||||||||||||
July
3, 2010
|
July
4, 2009
|
July
3, 2010
|
July
4, 2009
|
|||||||||||||
Risk-free
interest rate
|
3.0 | % | 3.0 | % | 3.0 | % | 3.0 | % | ||||||||
Dividend
yield
|
0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | ||||||||
Expected
stock price volatility
|
62 | % | 58 | % | 62 | % | 58 | % | ||||||||
Average
expected life of options
|
6.0
years
|
6.5
years
|
6.3
years
|
6.5
years
|
11
CLARK
HOLDINGS INC. AND SUBSIDIARIES
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
6 – STOCK-BASED COMPENSATION (CONTINUED)
Authoritative
guidance issued by the FASB requires the use of option pricing models that were
not developed for use in valuing employee stock options. The Black-Scholes
option-pricing model was developed for use in estimating the fair value of
short-lived exchange traded options that have no vesting restrictions and are
fully transferable. In addition, option-pricing models require the input
of highly subjective assumptions, including the option’s expected life and the
price volatility of the underlying stock. Given the limited trading
history of the Company’s stock, the expected stock price volatility assumption
was determined using the historic volatility of a peer group of comparable
logistic companies with similar attributes, including market capitalization,
annual revenues, and debt leverage.
The
Company uses the simplified method suggested by the SEC in authoritative
guidance for determining the expected life of the options. Under this
method, the Company calculates the expected term of an option grant by averaging
its vesting and contractual term. The Company estimates its applicable
risk-free rate based upon the yield of U.S. Treasury securities having
maturities similar to the estimated term of an option grant.
Equity
Incentive Program
The
Company’s equity incentive program is a broad-based, long-term retention program
that is intended to attract and retain qualified and experienced management, and
align stockholder and employee interests. The equity incentive program
presently consists of the Company’s 2007 Long-Term Incentive Equity Plan (the
“Plan”). Under this Plan, non-employee directors, officers, key employees,
consultants and all other employees may be granted options to purchase shares of
the Company’s stock, restricted stock units and other types of equity
awards. Under the equity incentive program, stock options generally have a
vesting period of three years, are exercisable for a period of ten years from
the date of issuance and are not granted at prices less than the fair market
value of the Company’s common stock at the grant date. Options and
restricted stock units may be granted with varying service-based vesting
requirements. The Company settles Plan stock option exercises and
restricted stock grants with newly issued common shares.
Under the
Company’s 2007 Plan, 930,000 common shares are authorized for issuance through
awards of options or other equity instruments. As of July 3, 2010, 155,400
common shares were available for future issuance under the 2007
Plan.
The
following table summarizes the stock option plan activity for the indicated
periods:
Number
of
Shares
|
Weighted
Average
Exercise
Price
|
|||||||
Balance
outstanding at January 2, 2010
|
727,750 | $ | 1.08 | |||||
26
weeks ended July 3, 2010:
|
||||||||
Options
granted
|
140,000 | 0.40 | ||||||
Options
exercised
|
– | – | ||||||
Options
cancelled/expired/forfeited
|
(128,250 | ) | 1.62 | |||||
Balance
outstanding at July 3, 2010
|
739,500 | $ | 0.86 |
12
CLARK
HOLDINGS INC. AND SUBSIDIARIES
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
6 – STOCK-BASED COMPENSATION (CONTINUED)
The options outstanding and exercisable at July 3, 2010 were in
the following exercise price ranges:
Options
Outstanding
|
Options
Exercisable
|
|||||||||||||||||||
Range
of
Exercise
Prices
|
Number
Outstanding
|
Weighted
Average
Remaining
Contractual
Life-Years
|
Weighted
Average
Exercise
Price
|
Number
Vested
and
Exercisable
|
Weighted
Average
Exercise
Price
|
|||||||||||||||
$0.32
to $0.50
|
209,250 | 9.7 | $ | 0.42 | 1,666 | $ | 0.45 | |||||||||||||
$0.56
to $0.87
|
480,250 | 9.0 | 0.72 | 97,833 | 0.72 | |||||||||||||||
$4.06
|
50,000 | 7.7 | 4.06 | 33,333 | 4.06 | |||||||||||||||
739,500 | 9.1 | $ | 0.86 | 132,832 | $ | 1.55 |
At July
3, 2010, none of the Company’s exercisable options were in-the-money. At
July 3, 2010, the aggregate intrinsic value of options outstanding and
exercisable was $0. No options were exercised during the 13 or 26 weeks
ended July 3, 2010.
The
weighted average grant date fair value of options granted during the 13 and 26
months ended July 3, 2010 was $0.20 and $0.25, respectively. The weighted
average grant date fair value of options granted during the 13 and 26 months
ended July 4, 2009 was $0.46 and $0.38, respectively.
NOTE
7 – ACQUISITION OF CLARK GROUP, INC. AND IMPAIRMENT CHARGES
On
February 12, 2008, the Company consummated its acquisition of all of the issued
and outstanding capital stock of Clark Group, Inc. (“CGI”) for total
consideration of $75,000,000 (of which $72,527,473 was paid in cash and
$2,472,527 by the issuance of 320,276 shares of the Company’s common stock
valued at $7.72 per share,). In connection with the closing of the
Acquisition, the Company changed its name from Global Logistics Acquisition
Corporation to Clark Holdings Inc.
Acquisition
Accounting
The
Company accounted for the acquisition under the purchase method of
accounting. Accordingly, the cost of the acquisition was allocated to the
assets and liabilities based upon their respective fair values, including
identifiable intangibles and the remaining cost was allocated to goodwill.
During the first three quarters of 2008, additional adjustments to the
preliminary purchase price allocation were recorded to goodwill.
The final
allocation of the fair value of the assets acquired and liabilities assumed in
the acquisition of CGI was as follows:
Current
assets
|
6,956,000 | |||
Current
assets of discontinued operations
|
388,000 | |||
Property
and equipment
|
1,394,000 | |||
Intangibles
|
20,651,000 | |||
Goodwill
|
63,910,000 | |||
Current
liabilities
|
(7,441,000 | ) | ||
Current
liabilities of discontinued operations
|
(132,000 | ) | ||
Deferred
tax liability
|
(7,738,000 | ) | ||
Total
fair value of assets and liabilities
|
77,988,000 |
13
CLARK
HOLDINGS INC. AND SUBSIDIARIES
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
7 – ACQUISITION OF CLARK GROUP, INC. AND IMPAIRMENT CHARGES
(CONTINUED)
Goodwill
& Intangible Asset Impairments
In
accordance with authoritative guidance, during the fourth quarter of 2008, the
Company performed its annual impairment test for goodwill and intangible assets
with an indefinite life. The evaluation resulted in a $63,910,000
impairment charge which was included in the “impairment of goodwill and
intangible assets” line item in the consolidated statements of
operations.
Acquisition-related
identifiable intangible assets at January 3, 2009 and January 2, 2010, as
adjusted, consisted of the following:
January
2, 2010
|
||||||||||||||||||||
Amortization
Period
|
Balance
01/03/2009
|
Amortization
Expense
|
Impairment
|
Balance:
01/02/2010
|
||||||||||||||||
Non-compete
agreements
|
5 | $ | 1,436,000 | $ | (280,000 | ) | $ | (671,000 | ) | $ | 485,000 | |||||||||
Trade
names
|
- | 2,720,000 | - | (406,000 | ) | 2,314,000 | ||||||||||||||
Customer
relationships
|
12 | 12,590,000 | (1,132,000 | ) | - | 11,458,000 | ||||||||||||||
$ | 16,746,000 | $ | (1,412,000 | ) | $ | (1,077,000 | ) | $ | 14,257,000 |
Intangibles
assets with an indefinite life (i.e., trade names), were evaluated for
impairment at January 3, 2009 and January 2, 2010, by management in accordance
with authoritative guidance using the “relief from royalty” method. This
evaluation resulted in a $2,658,000 impairment charge for the period ended
January 3, 2009 and a $406,000 impairment charge for the 52 weeks ended January
2, 2010, which was included in the “impairment of goodwill and intangible
assets” line item in the consolidated statements of operations.
Due to
the continuing adverse economic impact on the Company’s market capitalization
along with the operating losses incurred during 2009, management evaluated
intangibles and fixed assets with definite lives for impairment as of January 2,
2010, in accordance with authoritative guidance. Management’s projections
of undiscounted future cash flows did not exceed the carrying amount of the
non-compete agreement intangible assets. As a result of this testing, the
Company calculated the fair value of these non-compete agreements, which
resulted in $671,000 impairment charge. This impairment charge was
included in the “impairment of goodwill and intangible assets” line item in the
consolidated statements of operations.
Impairment
charges reflected in the statement of operations for the year ended January 2,
2010, and the period ended January 3, 2009, were as follows:
Impairment
|
January
2, 2010
|
January
3, 2009
|
||||||
Goodwill
|
$ | — | $ | 63,910,000 | ||||
Trade
names
|
406,000 | 2,658,000 | ||||||
Non-compete
agreements
|
671,000 | — | ||||||
Total
|
$ | 1,077,000 | $ | 66,568,000 |
During
the 13 weeks ended July 3, 2010, the Company recognized $594,000 of impairment
charges related to abandoned IT investments not yet placed into service that had
previously been capitalized as “Construction-in-progress” plant and equipment
assets. The non-cash charges associated with these impairments are
recognized as “Impairment charges” in the Company’s Condensed Consolidated
Statements of Operations and Cash Flows.
14
CLARK
HOLDINGS INC. AND SUBSIDIARIES
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
7 – ACQUISITION OF CLARK GROUP, INC. AND IMPAIRMENT CHARGES
(CONTINUED)
Escrow
At
closing of the acquisition, an escrow agreement was entered into and funded in
the amount of $8,300,000 to provide for potential indemnification claims that
might arise as a result of any breaches of the sellers’ covenants,
representations and warranties under the acquisition agreement and other
post-closing provisions of the agreement. In accordance with the escrow
agreement, $2,800,000 was released from escrow in 2008. On February 9,
2009, the Company issued a notice of claim against the Indemnification Escrow,
stating that the Company, as buyer, was entitled to receive funds from the
escrow in the amount of approximately $3,541,000. On March 18, 2009, the
Sellers made a demand for arbitration for release of the escrow funds and, on
April 15, 2009, the Company made a counterclaim seeking recovery from the funds
held in escrow of no less than $3,600,000. On August 11, 2009, the Company
issued a second notice of claim against the Indemnification Escrow, stating that
the Company was entitled to receive funds from the escrow in the amount of
$5,000,000, constituting the full amount remaining in the escrow. On
December 31, 2009, the Company settled the claims giving rise to the
arbitration. Pursuant to the settlement agreement, approximately
$3,764,000 of the escrow funds were released to the Sellers and approximately
$1,286,000 of the escrow funds were released to the Company (which together
constituted all the funds remaining in escrow). These funds were reported
as other income on the consolidated statements of operations.
NOTE
8 – WARRANTS & CONTINGENTLY ISSUABLE SHARES
Warrants
On
February 21, 2006, in an initial public offering, the Company sold 10,000,000
units (“Units”) in the Offering for $8.00 per Unit. On March 1,
2006, pursuant to the underwriters’ over-allotment option, the Company sold an
additional 1,000,000 Units for $8.00 per Unit. Each unit consisted of one
share of common stock, par value $.0001 per share (“Share”), and one warrant to
purchase one Share at an exercise price of $6.00 per Share (“Warrant”).
The warrants became exercisable upon the completion of the acquisition of Clark
Group Inc. on February 12, 2008 and expire on February 15, 2011. The
warrants were originally redeemable at a price of $.01 per warrant upon 30 days
notice after the warrants become exercisable, only in the event that the last
sale price of the common stock is at least $11.50 per share for any 20 trading
days within a 30 trading day period ending on the third day prior to the date on
which notice of redemption is given. Under the terms of the Warrant
Agreement governing the warrants, the Company is required to use its best
efforts to register the warrants and maintain such registration. Holders
of these warrants do not have the right to receive a net cash settlement or
other consideration in lieu of physical settlement in shares of the Company’s
common stock.
Contingently
Issuable Shares
Founders
of the Company placed 1,173,438 shares of common stock into escrow pending the
Company’s closing stock price for any 20 day trading period, within a 30 day
trading period, exceeding $11.50 per share before February 12, 2013. If
the escrow release condition is not satisfied by February 12, 2013, the shares
in escrow will be returned to the Company’s transfer agent for
cancellation. As a result of the condition to which the escrowed shares
are subject, these shares are considered contingently issuable, and as such, are
excluded from outstanding shares and earnings per share calculations.
Accordingly, the Company may in the future recognize a charge based on the fair
value of these restricted shares over the expected period of time it may take to
achieve the target price, if and only if the expected probability of the share
price attaining the specified market price exceeds 50 percent.
15
CLARK
HOLDINGS INC. AND SUBSIDIARIES
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
9 – BUSINESS SEGMENTS
The
Company operates three business segments, Domestic, International and
Brokerage. The Domestic segment consists of operations serving primarily
print wholesale customers in North America. The International segment
consists principally of shipments outside North America. The Brokerage segment
arranges for the transportation of product to all types of industries at both
the wholesale and retail level.
Financial information on business segments for the 13 weeks ended July 3, 2010, and July 4, 2009, is as follows:
For
13 Weeks Ending July 3, 2010
($000s)
|
Domestic
|
International
|
Brokerage
|
Consolidated
|
||||||||||||
Gross
revenues
|
$ | 12,349 | $ | 4,962 | $ | 1,526 | $ | 18,837 | ||||||||
Freight
expense
|
(8,360 | ) | (3,741 | ) | (1,364 | ) | (13,465 | ) | ||||||||
Impairment
charge
|
(594 | ) | – | – | (594 | ) | ||||||||||
Operating,
selling and administrative expense (a)
|
(4,060 | ) | (1,299 | ) | (768 | ) | (6,127 | ) | ||||||||
Loss
from operations before depreciation, amortization, interest and
taxes
|
$ | (665 | ) | $ | (78 | ) | $ | (606 | ) | $ | (1,349 | ) | ||||
Total
assets
|
$ | 20,608 | $ | 4,180 | $ | 1,193 | $ | 25,981 | ||||||||
Capital
expenditures
|
$ | 38 | $ | 40 | $ | 21 | $ | 99 |
For
13 Weeks Ending July 4, 2009
($000s)
|
Domestic
|
International
|
Brokerage
|
Consolidated
|
||||||||||||
Gross
revenues
|
$ | 13,815 | $ | 2,676 | $ | – | $ | 16,491 | ||||||||
Freight
expense
|
(8,759 | ) | (1,551 | ) | – | (10,310 | ) | |||||||||
Operating,
selling and administrative expense (a)
|
(5,719 | ) | (1,187 | ) | – | (6,906 | ) | |||||||||
Loss
from operations before depreciation, amortization, interest and
taxes
|
$ | (663 | ) | $ | (62 | ) | $ | – | $ | (725 | ) | |||||
Total
assets
|
$ | 27,952 | $ | 1,743 | $ | – | $ | 29,695 | ||||||||
Capital
expenditures
|
$ | 441 | $ | 35 | $ | – | $ | 476 |
(a)
|
All
corporate overhead services (accounting, finance, billing and customer
service, information technologies) and all public company costs are
included in domestic operating, selling and administrative
expense.
|
16
CLARK
HOLDINGS INC. AND SUBSIDIARIES
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
9 – BUSINESS SEGMENTS (CONTINUED)
Financial information on business segments for the 26 weeks ended July 3, 2010, and July 4, 2009, is as follows:
For
26 Weeks Ending July 3, 2010
($000s)
|
Domestic
|
International
|
Brokerage
|
Consolidated
|
||||||||||||
Gross
revenues
|
$ | 23,674 | $ | 8,191 | $ | 2,512 | $ | 34,377 | ||||||||
Freight
expense
|
(16,001 | ) | (6,168 | ) | (2,241 | ) | (24,410 | ) | ||||||||
Impairment
charge
|
(594 | ) | – | – | (594 | ) | ||||||||||
Operating,
selling and administrative expense (a)
|
(8,182 | ) | (2,634 | ) | (1,463 | ) | (12,279 | ) | ||||||||
Loss
from operations before depreciation, amortization, interest and
taxes
|
$ | (1,103 | ) | $ | (611 | ) | $ | (1,192 | ) | $ | (2,906 | ) | ||||
Total
assets
|
$ | 20,608 | $ | 4,180 | $ | 1,193 | $ | 25,981 | ||||||||
Capital
expenditures
|
$ | 69 | $ | 40 | $ | 21 | $ | 130 |
For
26 Weeks Ending July 4, 2009
($000s)
|
Domestic
|
International
|
Brokerage
|
Consolidated
|
||||||||||||
Gross
revenues
|
$ | 28,463 | $ | 5,471 | $ | – | $ | 33,934 | ||||||||
Freight
expense
|
(18,273 | ) | (3,285 | ) | – | (21,558 | ) | |||||||||
Operating,
selling and administrative expense (a)
|
(10,872 | ) | (2,545 | ) | – | (13,417 | ) | |||||||||
Loss
from operations before depreciation, amortization, interest and
taxes
|
$ | (682 | ) | $ | (359 | ) | $ | – | $ | (1,041 | ) | |||||
Total
assets
|
$ | 27,952 | $ | 1,743 | $ | – | $ | 29,695 | ||||||||
Capital
expenditures
|
$ | 670 | $ | 39 | $ | – | $ | 709 |
(a)
|
All
corporate overhead services (accounting, finance, billing and customer
service, information technologies) and all public company costs are
included in domestic operating, selling and administrative
expense.
|
For
purposes of this disclosure, all inter-company transactions have been
eliminated.
17
CLARK
HOLDINGS INC. AND SUBSIDIARIES
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
10 – LITIGATION AND CONTINGENCIES
The
Company is subject to various claims, complaints and litigation arising out of
its normal course of business. The Company has referred all such
litigation and claims to legal counsel and, where appropriate, to insurance
carriers. In the opinion of management, after consulting with legal
counsel, the settlement of litigation and various claims will not have a
material adverse effect on the operations or financial position of the
Company.
On June
18, 2010 the U.S. Court for the District of New Jersey issued a ruling in the
Multi-Media International case that substantially narrowed the case. The Court
granted CGI’s motion to dismiss the New Jersey Consumer Fraud Act claim. With
regard to the class action allegations, CGI’s motion to disqualify MMI and its
lawyer from representing the class was rendered moot when MMI withdrew its class
allegations and filed a motion to convert the case into an individual claim by
MMI against CGI. The Court then granted MMI’s motion to file the amended
complaint and proceed without the class action or the NJ Consumer Fraud
allegations. As a result of these actions, CGI’s potential liability is
substantially reduced. The Company continues to believe that the remaining
allegations in the lawsuit are without merit and intends to vigorously defend
itself. However, the ultimate outcome of this action and the amount of
liability that may result, if any, is not presently determinable.
Other
than the above, as at July 3, 2010, the Company was not a party to any material
pending legal proceeding, other than ordinary routine litigation incidental to
its business.
NOTE
11 – SUBSEQUENT EVENT
On August
9, 2010, the Company began implementing a plan to discontinue its start-up
brokerage operations. Under the plan, the division’s
customer base and several sales and customer support personnel will
be absorbed into the Company’s domestic operations. Employment of the
brokerage division’s remaining personnel was terminated, with transitional
agreements reached with several of the divisions key management personnel.
As part of the restructuring, the Company also consolidated the leadership of
its domestic and international divisions under the President of its domestic
operations. The reorganization is expected to improve the organizational
efficiency and coordination of the Company’s domestic and international
operations and substantially reduce the Company’s operating costs and improve
its profitability.
The
brokerage division had operating losses of approximately $1,192,000 during the
26 weeks ended July 3, 2010 and the Company believes that the brokerage division
would have continued to operate at a loss in the future. By discontinuing
the Company’s brokerage division, the Company will avoid such losses. By
consolidating leadership of the Company’s international and domestic divisions,
the Company has reduced payroll and compensation related expenses by about
$800,000 on an annualized basis. The Company expects to experience
additional cost savings as the reorganization progresses and does not expect
severance and other exit costs associated with the reorganization to be
material. However, the Company can provide no assurance that it will
experience such additional cost savings or that severance and other exit costs
will be in line with expectations. Costs of the reorganization will be
recognized in the Company’s fiscal third quarter under authoritative
guidance.
18
ITEM
2.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
FORWARD LOOKING STATEMENTS
This
report, including the discussion contained under this Item 2 of Part I, contains
forward-looking statements that involve substantial risks and
uncertainties. These forward looking statements are not historical facts,
but rather are based on current expectations, estimates, assumptions and
projections about the Company’s industry, its business, and its financial
performance. Words such as “anticipates”, “expects”, “intends”, “plans”,
“believes”, “seeks”, and “estimates” and variations of these words and similar
expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to risks,
uncertainties, and other factors, some of which are beyond the Company’s control
and difficult to predict and could cause actual results to differ materially
from those discussed in the forward-looking statements. Such risks,
uncertainties and other factors include, without limitation, the risks,
uncertainties and other factors the Company identifies from time to time in its
filings with the Securities and Exchange Commission, including under Item 1A of
Part II of this report and in its other quarterly reports on Form 10-Q, its
annual reports on Form 10-K and its current reports on Form 8-K. You
should not place undue reliance on these forward-looking statements, which apply
only as of the date of this report. The Company undertakes no obligation
to update such statements to reflect subsequent events.
You
should read the following discussion and analysis in conjunction with the
information set forth in the unaudited condensed consolidated financial
statements and the notes thereto included in this report (the “Condensed
Consolidated Financial Statements”) and the audited condensed consolidated
financial statements and the notes thereto included in the Company’s annual
report on Form 10-K for the year ended January 2, 2010 (the “2009 Form 10-K”),
which was filed on April 19, 2010.
OVERVIEW
OF THE COMPANY’S BUSINESS
Clark
Holdings Inc. is a holding company which conducts its business through its
operating subsidiaries, which provide non-asset based transportation and
logistics services primarily to the print media industry throughout the United
States and between the United States and other countries.
The
Company currently has two divisions, a domestic division and an international
division. The domestic division operates through a network of
operating centers where it consolidates mass market consumer publications so
that the publications can be transported in larger, more efficient quantities to
common destination points. The Company refers to each common destination
point’s aggregated publications as a “pool.” By building these pools,
the Company offers cost effective transportation and logistics services for time
sensitive publications. The international division has an operating model
similar to that of a traditional freight forwarder. It utilizes four
distribution centers to consolidate shipments and arrange for international
transportation utilizing third-party carriers (air, ocean or ground).
As of July 3, 2010, the Company also had a third division, the brokerage
division. The brokerage division, which was formed in November 2009,
offered a range of non-asset based logistic solutions, providing a variety of
services, including full truckload and less-than-truckload shipments, through a
network of third party carriers and by leveraging the services of the other
divisions. As discussed more fully in Note 11 to the Condensed
Consolidated Financial Statements, the brokerage division was discontinued in
August 2010.
See Note
9 to the Condensed Consolidated Financial Statements for a summary of
comparative operating results for the Company’s reportable
segments.
19
EXECUTIVE
SUMMARY
As
reflected in the accompanying Condensed Consolidated Financial Statements, the
Company experienced net losses of $649,000 and $1,902,000 for the 13 and 26
weeks ended July 3, 2010, respectively. This compares with net loss of
$751,000 and $1,283,000 for the 13 and 26 weeks ended July 4, 2009.
Items
Affecting Comparability
The
following non-recurring items are included in and significantly impacted the
Company’s comparative reported results of operations for the 13 and 26 weeks
ended July 3, 2010:
Business Formation and Start-up
Costs. For the 13 and 26 weeks ended July 3, 2010, the Company
incurred $606,000 and $1,192,000 (about $364,000 and $715,000 after tax,
respectively) in formation and start-up costs associated with its brokerage
division. As this division was launched in November 2009, the Company
incurred no similar costs in the comparative year ago periods. As
discussed in Note 11 to the Condensed Consolidated Financial Statements,
management decided in August to cease the Company’s brokerage operations.
Based on the division’s year-to-date losses and assuming the division would
continue to operate at a loss at the same rate, discontinuance of the brokerage
operations is expected to improve the Company’s pretax operating income and cash
flow from operations by about $2,400,000 annually.
Impairment Charge.
During the 13 weeks ended July 3, 2010, the Company recognized $594,000
(about $356,000 after tax) of impairment charges related to abandoned IT
investments not yet placed into service that had previously been capitalized as
“Construction-in-progress” plant and equipment assets. The non-cash
charges associated with these impairments are recognized as “Impairment charges”
in the Company’s Condensed Consolidated Statements of Operations and Cash
Flows. No similar charges were recognized in the comparative year ago
periods.
Severance Costs. During
the 13 and 26 weeks ended July 3, 2010, the Company recognized $144,000 and
$220,000 (about $86,000 and $132,000 after tax, respectively) of severance costs
associated with reductions in force implemented during the first two fiscal
quarters of 2010. These reductions in force were implemented as part of a
plan to reduce costs and improve the Company’s profitability. These
completed cost reduction efforts are expected to result in an annualized pretax
run-rate savings of approximately $2,450,000. During the 13 and 26
weeks ended July 4, 2009, the Company recognized $226,000 and $323,000 (about
$136,000 and $194,000 after tax, respectively) of severance costs associated
with reductions in force in the comparative year ago periods.
Discontinued Operations.
During the prior fiscal year, the 13 and 26 weeks ended July 4, 2009, the
Company recognized $240,000 (about $144,000 after tax) of discontinued
operations costs associated with the closure of the Company’s Amarillo, Texas
distribution center. No similar costs were incurred in the comparative
current year periods.
Impact
of Economic Recession
The
transportation industry historically has experienced cyclical fluctuations in
financial results due to economic recession, downturns in the business cycles of
our customers, fuel shortages, price increases by carriers, interest rate
fluctuations, and other economic factors beyond our control. Many of the
Company's customers' have business models that are dependent on expenditures by
advertisers. These expenditures tend to be cyclical, reflecting general
economic conditions, as well as budgeting and buying patterns. The current
economic recession, the resulting downturn in the business cycles of the
Company’s customers (which has caused a reduction in the volume of freight
shipped by those customers, particularly to the single copy distribution
channel), and the reduction in fuel costs have significantly adversely affected
the Company’s financial performance, including its revenues, as discussed more
fully in this Item under the heading “Results of
Operations.” Although there have been some notable improvements in
both freight volumes and fuel costs over the preceding quarter, these metrics
remain unfavorable when compared with those for the comparative year ago
periods.
20
Instability
in the Newsstand Distribution Channel
In the
first quarter of 2009, there was a disruption of the wholesale distribution
supply channel, which caused a significant disruption of services for
approximately a four week period. Initially, two of the four wholesalers
demanded distribution surcharges from the publishers and national distributors
to cover their operating losses and threatened a suspension of service if these
price demands were not met. This resulted in two of the four wholesalers
ceasing distribution operations temporarily on February 1, 2009. One of
the wholesalers that had ceased delivery of product reached a settlement with
the national distributors and publishers concerning pricing and
distribution. The other wholesaler ceased operations in early February,
liquidated its holdings and filed a lawsuit in U.S District Court (Southern
District of New York) against publishers, national distributors and other
wholesalers, alleging the defendants conspired to purge, and through coordinated
action have purged, plaintiff from the magazine distribution industry and have
destroyed plaintiff’s business. All of the defendants are existing
customers of ours and a settlement against them would adversely affect our
financial performance. In early August 2010, the court ruled against the
plaintiffs and dismissed the lawsuit. The plaintiff may seek an appeal of
this decision.
Initiatives
to Reduce Costs & Improve Profitability
In May
2010, management completed a series of cost restructurings including a reduction
in workforce, wage freezes and wage reductions that resulted in reducing the
Company’s annual payroll by $2,450,000 on an annualized basis. In
addition, the Company reduced capital expenditure budgets and amended its credit
facility agreement on May 24, 2010 (see Note 4 to the Condensed Consolidated
Financial Statements). Previous cost restructurings of the domestic and
international divisions resulted in over $1,000,000 in savings in operating,
selling, general and administrative costs for the previous quarter, the 13 weeks
ended April 3, 2010.
During
the 13 weeks ended July 3, 2010, the Company was successful in generating
revenue growth across all of its operating divisions. It experienced
top-line sequential gross revenue growth of 21% over the Company’s prior
fiscal quarter. After accounting for purchased freight expense, the
Company generated 17% net revenue growth, a $776,000 increase. Subsequent
to quarter end, the Company has undertaken a number of initiatives to further
reduce its costs, including the closure of its start-up brokerage division and a
reorganization of its international division implemented in August that is
discussed fully in Note 11 to the Condensed Consolidated Financial
Statements.
Management
believes that these actions taken to improve the Company’s operating and
financial performance will allow the Company to sustain its future operations
and achieve profitability. Throughout the Company, management remains
focused on efforts to improve the Company’s profitability.
SUMMARY
FINANCIAL DATA
Gross revenues, freight
expense, net revenues (a non-GAAP measure), income (loss) from operations, net
income (loss), and diluted earnings (loss) per share are the key indicators we
use to monitor our operating performance. The following table shows
for the year-to-date 13 week fiscal periods and the comparative year ago periods
the consolidated net revenues (gross revenues less freight expenses) and other
financial measures
we use to manage our business. Management believes that net
revenues are a better measure than gross revenues of the Company’s financial
performance since gross revenues earned by the Company, as a freight forwarder
and consolidator, include the direct incremental costs of transportation
services provided by the Company.
21
The table
and the accompanying discussion and analysis should be read in conjunction with
the Condensed Consolidated Financial Statements.
Fiscal
Year 2010
|
Fiscal
Year 2009
|
|||||||||||||||
($000, except per share
data)
|
1st
|
2st
|
1st
|
2nd
|
||||||||||||
Quarter
|
Quarter
|
Quarter
|
Quarter
|
|||||||||||||
Gross
revenues
|
$ | 15,540 | $ | 18,837 | $ | 17,443 | $ | 16,491 | ||||||||
Freight
expense
|
$ | 10,944 | $ | 13,465 | $ | 11,256 | $ | 10,310 | ||||||||
Net
revenue
|
$ | 4,596 | $ | 5,372 | $ | 6,187 | $ | 6,181 | ||||||||
Gross
Margin %
|
29.6 | % | 28.5 | % | 35.5 | % | 37.5 | % | ||||||||
Loss
from operations (a)(b)(c)
|
$ | (1.962 | ) | $ | (1,802 | ) | $ | (731 | ) | $ | (1,150 | ) | ||||
Operating
margin
|
(12.6 | )% | (9.6 | )% | (4.2 | )% | (7.0 | )% | ||||||||
Net
loss (a)(b)(c)
|
$ | (1,253 | ) | $ | (649 | ) | $ | (532 | ) | $ | (751 | ) | ||||
Net
margin
|
(8.1 | )% | (3.5 | )% | (3.1 | )% | (4.6 | )% | ||||||||
Diluted
loss per share
|
$ | (0.12 | ) | $ | (0.06 | ) | $ | (0.05 | ) | $ | (0.07 | ) |
(a)
|
1st
& 2nd
quarter 2010 includes pretax severance charges of $75 and $144 (about $45
and $86 after tax), respectively. 1st
& 2nd
quarter 2010 includes pretax severance charges of $97 and $226 (about $58
and $136 after tax), respectively.
|
(b)
|
2rd quarter 2010 includes non-cash
impairment charge of $594 (about $356 after tax) associated with an
abandoned IT investment.
|
(c)
|
1st
& 2nd
quarter 2010 includes business start-up costs of $586 and $606 (about $352
and $364 after tax), respectively.
|
This
table reconciles net revenue to gross revenue, the nearest GAAP financial
measure.
See Note
9 to the condensed consolidated financial statements for a summary of
comparative operating results for the Company’s reportable
segments.
RESULTS
OF OPERATIONS FOR THE 13 AND 26 WEEKS ENDED JULY 3, 2010 AND JULY 4,
2009
Gross Revenues.
For the 13 weeks ended July 3, 2010, as compared to the same period
last year, gross revenues increased by $2,346,000 or 14% from $16,491,000 to
$18,837,000. For the 26 weeks ended July 3, 2010, as compared to the
same period last year, gross revenues increased by $443,000 or 1% from
$33,934,000 to $34,377,000. These increases were primarily driven by
year-over-year growth in our international and brokerage business, partially
offset by declining volumes in our core domestic print media business. As
described above in the “Executive Summary,” our core print media business is
sensitive to the economy and in particular to the level of print media
advertising, fuel prices, and other factors that can impact the price of
transportation services. In addition, the economic climate has resulted in
some year-over-year loss of customers and repricing of our services that have
adversely affected our revenues.
Discontinuance
of the Company’s brokerage operations, discussed fully in Note 11 to the
Condensed Consolidated Financial Statements, is expected to reduce the Company’s
future reported gross revenues and net revenues. Management is working to
retain as much of this recurring business as is reasonably possible, which will
be absorbed into the Company’s domestic operations. For the 13 and 26
weeks ended July 3, 2010, the brokerage division generated gross revenues of
$1,526,000 and $2,512,000, respectively, and net revenues of $162,000 and
$271,000, respectively.
Net Revenues. For the 13 weeks ended
July 3, 2010, as compared to the same period last year, net revenues decreased
by $809,000 or 13% from $6,181,000 to $5,372,000. For the 26 weeks ended
July 3, 2010, as compared to the same period last year, net revenues decreased
by $2,400,000 or 19% from $12,368,000 to $9,968,000. These decreases were
primarily driven by declining volumes in our core domestic print media business,
which were only partially offset by the net revenue contribution provided by the
top-line growth of our international and brokerage operations. The decline
in our net revenues, despite year-over-year increases in our gross revenues, is
attributed to our sales mix. In particular, our international import and
brokerage volumes, which accounted from the bulk of our year-over-year revenue
growth, are more competitive and lower margin businesses.
22
Gross Margin. Consolidated gross
margin for the 13 weeks ended July 3, 2010, compared to the same period last
year, decreased by 900 basis points to 28.5% from 37.5%. Consolidated
gross margin for the 26 weeks ended July 3, 2010, compared to the same period
last year, decreased by 750 basis points to 29.0% from 36.5%. Both
of these declines were driven by our sales mix, as described above.
Our
margins reflect a portfolio mix of the services we provide as well as the direct
variable costs of providing those transportation services to our
customers. Generally, the Company’s domestic and international core print
media operations generate greater margins than those provided by its more
competitive international import and brokerage services. Margins within
the Company’s various divisions and lines of business can vary quite
significantly. As a result, the Company’s margins can vary materially, not
only as a function of divisional sales mix, but of the sales mix within each
division based on the growth or contraction of its sales volume associated with
each transportation service offering. Accordingly, it is reasonable to
expect continued variability in the Company’s margins, both favorable and
unfavorable, as a result of changes in sales mix.
Depreciation and Amortization.
Depreciation and
amortization expense for the 13 weeks ended July 3, 2010 compared to the same
period last year, decreased by $11,000 or 3% to $414,000 from $425,000.
For the 26 weeks ended July 3, 2010, compared to the same year ago period,
depreciation and amortization expense decreased by $20,000 or 2% to $820,000
from $840,000. The decrease in depreciation and amortization expense
reflects the decline in our fixed asset additions over the comparative
periods.
Operating, Selling, General and
Administrative Expense. Operating, selling, general and administrative
expense, exclusive of depreciation and amortization, for the 13 weeks ended July
3, 2010, compared to the same period last year, decreased by $779,000 or 11% to
$6,127,000 from $6,906,000. For the 26 weeks ended July 3, 2010,
operating, selling, general and administrative expense, exclusive of
depreciation and amortization, as compared to the same period last year,
decreased by $1,138,000 or 8% to $12,279,000 from $13,417,000.
The
decrease in selling, general and administrative expense was primarily driven by
our cost reduction efforts, partially offset by increases in these costs
resulting from expansion of our international operations and the operating costs
we have incurred associated with the start-up of our brokerage operations.
These start-up costs associated with our brokerage business are more fully
described in the “Executive Summary” and the operating, selling, general and administrative
expense associated with each segment of our business is disclosed in Note 9 to
the Condensed Consolidated Financial Statements.
Interest Expense. For the 13 and 26 weeks
ended July 3, 2010, we incurred interest expense of $39,000 and $80,000,
respectively. This compares with interest expense of $40,000 and $63,000,
respectively, for the prior year’s 13 and 26 weeks ended July 4, 2009.
These changes were primarily the result of year-over-year changes in the
Company’s level of debt.
Income Taxes. For the 13 and 26 weeks
ended July 3, 2010, we recorded an income tax benefit of $1,153,000 and
$1,902,000, respectively. This compares with income tax benefits of
$438,000 and $660,000, respectively, for the 13 and 26 weeks ended July 4,
2009. Our effective blended state and federal tax rate varies due to the
magnitude of various permanent differences between reported pretax income and
what is recognized as taxable income by various taxing authorities.
Net Loss. For the 13 and 26 weeks
ended July 3, 2010, we lost $649,000 ($0.06 per share basic and diluted) and
$1,902,000 ($0.18 per share basic and diluted). This compares with a net
loss of $751,000 ($0.07 per share basic and diluted) and $1,283,000 ($0.12 per
share basic and diluted), respectively, for the 13 and 26 weeks ended July 4,
2009.
23
RECENT
ACCOUNTING PRONOUNCEMENTS
See Note
2 to the Condensed Consolidated Financial Statements for a full description of
recent accounting pronouncements, including the expected dates of adoption and
estimated effects on our consolidated financial statements, which is
incorporated herein by reference.
CRITICAL
ACCOUNTING POLICIES
For a
description of critical accounting policies see “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and Note 2 to the
audited financial statements included in the Company’s 2009 Form 10-K.
There were no significant changes in the Company’s critical accounting policies
during the 26 weeks ended July 3, 2010.
LIQUIDITY
AND CAPITAL RESOURCES
During
the 26 weeks ended July 3, 2010, our cash and equivalents decreased by
$1,766,000 to $1,113,000. $2,887,000 of this decrease resulted from
operating activities, $130,000 was used in investing activities, and $1,251,000
was provided by financing activities. Net cash used in investing
activities of $130,000 included the purchase of plant equipment, furniture and
fixtures and IT hardware and software, representing a decrease of $579,000 or
82% over the $709,000 invested during the comparative 26 weeks ended July 4,
2009. These capital investments were primarily funded by draws on our bank
credit line.
We used
$2,887,000 of cash in our operating activities for the 26 weeks ended July 3,
2010 as compared with $143,000 provided during the comparative 26 weeks ended
July 4, 2009. The $2,887,000 of cash used by operating activities during
the 26 weeks ended July 3, 2010 resulted from a $1,902,000 loss from operations
(including the $1,192,000 of start-up costs incurred year-to-date associated
with our brokerage division, which was discontinued in August 2010 as described
in Note 11 to the Condensed Consolidated Financial Statements), net non-cash
charges totaling $108,000 (including the $594,000 non-cash impairment charge),
and $1,093,000 of cash used primarily to increase our non-cash working capital
(current assets less cash and cash equivalents net of current liabilities). The
most significant drivers behind the $1,024,000 increase in our non-cash working
capital include: (1) a $1,833,000 increase in our accounts receivable, (2) a
$616,000 increase in our income tax receivable, and (3) a $455,000 increase in
our prepaid expenses. These increases were partially offset by a
$1,605,000 increase in our trade obligations and other accrued expenses and a
$206,000 decrease in our other receivables.
On
February 12, 2008, the Company entered into a credit agreement with Bank of
America, N.A. (“BOA,” at the time known as LaSalle Bank National Association),
which was subsequently amended on April 17, 2009, September 15, 2009 and
February 26, 2010. Beginning in May 2009, the Company was not in
compliance with certain of the financial covenants contained in the credit
agreement. Pursuant to the September 15, 2009 amendment, BOA agreed to
forbear from exercising its rights arising from such
non-compliance.
The
credit agreement with BOA, as amended through September 15, 2009, provided for a
term loan of $4,700,000, revolving loans and letters of credit of up to
$2,218,000 and a termination date of February 28, 2010. The term loan and
revolving loans bore interest at LIBOR plus 4% or at the prime rate, the
outstanding letters of credit bore interest at 4% and the facility had an annual
unused line fee of 0.675%. The facility was collateralized by a senior
security interest in substantially all of the Company’s assets. Pursuant
to the February 26, 2010 amendment, the termination date was extended to March
9, 2010.
On March
5, 2010, the Company entered into a new credit agreement with Cole Taylor Bank
for a three year revolving line of credit. Simultaneously with entering
into the new credit agreement, the Company terminated its prior credit agreement
with BOA and made an initial draw under the new facility to repay
then-outstanding loans. The new credit agreement provides for a revolving
credit facility of up to $6,000,000, with a $1,000,000 sublimit for letters of
credit. Under the terms of the credit agreement, the Company may borrow up
to the lesser of (i) $6,000,000 and (ii) an amount derived from the Company’s
eligible accounts receivable less certain specified reserves and the value of
outstanding letters of credit. The credit facility is collateralized by a
first priority security interest in substantially all of the Company’s assets
and requires payment of interest only during the facility’s three year
term. The interest rate on the line of credit varies based on the bank’s
prime rate or LIBOR and is equal to the greater of 6% or the bank’s prime rate
plus 2%, for borrowings based on the prime rate, or LIBOR plus 4.5%, for
borrowings based on LIBOR. At July 3, 2010 the applicable interest rate on
amounts drawn under the line of credit was 7%.
24
As of
July 3, 2010, the Company had an outstanding balance of $3,428,000 under the
line of credit, with approximately $175,000 of undrawn availability. At
January 2, 2010, the Company had an outstanding balance of $2,895,000 drawn
under the line of credit with BOA, with approximately $1,683,000 of undrawn
availability.
The
Company must comply with certain affirmative and negative covenants customary
for a credit facility of this type, including limitations on liens, debt,
mergers, and consolidations, sales of assets, investments and dividends. The
credit facility, as amended on May 24, 2010, also includes a financial covenant
that requires the Company to maintain a minimum cumulative EBITDA measured on a
monthly basis until January 1, 2011.
The
Company’s monthly minimum cumulative EBITDA levels for the remainder of this
fiscal year are as follows:
Time Period
|
Minimum Cumulative EBITDA
|
|||
eighteen
(18) week period ending May 8, 2010
|
$ | <1,958,000.00> | ||
twenty-two
(22) week period ending June 5, 2010
|
$ | <1,967,000.00> | ||
twenty-six
(26) week period ending July 3, 2010
|
$ | <1,961,000.00> | ||
thirty-one
(31) week period ending August 7, 2010
|
$ | <1,587,000.00> | ||
thirty-five
(35) week period ending September 4, 2010
|
$ | <1,118,000.00> | ||
thirty-nine
(39) week period ending October 2, 2010
|
$ | <704,000.00> | ||
forty-four
(44) week period ending November 6, 2010
|
$ | 82,000.00 | ||
forty-eight
(48) week period ending December 4, 2010
|
$ | 562,000.00 |
Until
January 1, 2011, Minimum Cumulative EBITDA is the only financial covenant the
Company is subject to. After January 1, 2011, the Company will be subject
to a financial covenant requiring that its Fixed Charge Coverage ratio, as
defined in the credit agreement, be at least 1.05:1 as calculated on a trailing
52 week basis. For the 26 weeks ended July 3, 2010, our Minimum Cumulative
EBITDA was <$1,826,000>. Accordingly, at July 3,
2010, the Company was in compliance with all of its financial
covenants. At January 2, 2010 the Company was in compliance with its
financial covenants in accordance with the September 15, 2009 amendment to the
credit agreement with BOA.
Covenants
in our debt instruments could trigger a default adversely affecting our ability
to execute our business plan, our ability to obtain further financing, and
potentially adversely affect the ownership of our assets. Upon the
occurrence of an event of default under any of our loan agreements, the lenders
could elect to declare all amounts outstanding thereunder to be immediately due
and payable, and terminate all commitments to extend further debt. If the
lenders accelerate the repayment of borrowings, we cannot provide assurance that
we will have sufficient assets to repay our debt facilities and our other
indebtedness or be able to implement our business plan. If we are unable to
repay our outstanding indebtedness, the bank could foreclose on all of our
assets, which collateralize our borrowings. Accordingly, the occurrence of an
event of default could have a material adverse affect on our financial position,
results of operations, and our viability as a going concern. Because of the
losses incurred to date, the Company can provide no assurances that it will meet
its financial covenants in the future.
Over the
next twelve months, our operations may require additional funds and we may seek
to raise such additional funds through public or private sales of debt or equity
securities, or securities convertible or exchangeable into such securities,
strategic relationships, bank debt, lease financing arrangements, or other
available means. We cannot provide assurance that additional funding, if
sought, will be available or, if available, will be on acceptable terms to meet
our business needs. If additional funds are raised through the issuance of
equity securities, stockholders may experience dilution, or such equity
securities may have rights, preferences, or privileges senior to those of the
holders of our common stock. If additional funds are raised through debt
financing, the debt financing may involve significant cash payment obligations
and financial or operational covenants that may restrict our ability to operate
our business. An inability to fund our operations or fulfill outstanding
obligations could have a material adverse effect on our business, financial
condition and results of operations.
25
SEASONALITY
While the
Company’s revenues are generally not seasonal (as each quarter’s revenue
approximates 25% of annual revenues), there may be on occasion special events
(e.g., an historical event or death of a celebrity or other public figure) or a
publisher’s release of a new publication that favorably impact tonnage and
resulting revenues in a particular quarter.
MARKET
RISK
We are
exposed to various market risks, including changes in fuel prices,
transportation costs, general levels of inflation, and interest rates.
Market risk is the potential loss arising from adverse changes in market rates
and prices, such as transportation costs, fuel price inflation and interest
rates. There has been no material change in the Company’s market risk
exposure during the 13 weeks ended July 3, 2010.
Fuel
Price Inflation Risk
Increases
in fuel costs directly impact our costs of providing transportation
services. We do not hedge our fuel price exposures as the net impact of
these exposures can, to some degree, be passed along to our customers. We
continuously pursue efforts to improve our purchasing of transportation and our
contractual ability to pass along inflation in these costs to our
customers. While we have historically been able to pass along a
significant portion of this inflation in operating costs through higher prices
to our customers, we can provide no assurance that we will be able to do so in
the future.
Interest
Rate Risk
At July
3, 2010, we had about $3,428,000 of debt outstanding under our line of
credit. Interest expense under this line of credit is variable, based on
its lender’s prime rate. Accordingly, we are subject to interest rate risk
in the form of greater interest expense in the event of rising interest
rates. We estimate that a 10% increase in interest rates, based on our
present level of borrowings, would result in the Company incurring about $24,000
pretax ($14,000 after tax) of greater annual interest expense.
26
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Reference
is made to the information set forth under the caption “Market Risk” included in
Item 2 of Part I of this report. Also refer to the last paragraph of
“Liquidity and Capital Resources” contained in Item 2 of Part I this report for
additional discussion of issues regarding liquidity.
ITEM
4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls
and Procedures. As required by Rule 13a-15(b) under the Exchange
Act, our management, with the participation of our Chief Executive Officer and
Chief Financial Officer, carried out an evaluation of the effectiveness of our
disclosure controls and procedures (as such term is defined in Rule 13a-15(e)
under the Exchange Act) as of the end of the period covered by this
report. Based upon their evaluation, they concluded that our disclosure
controls and procedures were effective, except to the extent those controls and
procedures were affected by the material weaknesses identified in our internal
control over financial reporting, as set forth in our 2009 Form
10-K.
Changes in Internal Control Over
Financial Reporting. Our internal control over financial reporting
is designed to provide reasonable assurance regarding the reliability of our
financial reporting and the preparation of our financial statements for external
purposes in accordance with United States generally accepted accounting
principles (“U.S. GAAP”). Internal control over financial reporting
includes policies and procedures that pertain to the maintenance of records that
in reasonable detail accurately and fairly reflect the transactions and
dispositions of our assets; provide reasonable assurance that transactions are
recorded as necessary to permit preparation of our financial statements in
accordance with U.S. GAAP, and that our receipts and expenditures are being made
only in accordance with the authorization of our board of directors and
management; and provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on our financial statements.
In our
2009 Form 10-K, we identified material weaknesses in our internal control over
financial reporting. In order to remedy such material weaknesses, we made
changes to our internal control over financial reporting. In connection
with the evaluation required by Rule 13a-15(d) under the Exchange Act, our
management identified the following changes that occurred during the fiscal
quarter ended July 3, 2010, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting:
|
·
|
Management
has hired, and will continue to hire, additional personnel with technical
knowledge, experience and training in the application of generally
accepted accounting principles commensurate with our financial reporting
and U.S. GAAP requirements. The particular areas where training and
experience are key aspects of the controls being strengthened and improved
are being used to form part of the criteria for future hires for IT;
additionally, in some cases, technology is being selectively deployed to
transition several areas with weak administrative controls and potential
exposures to enable an automated support framework. The use of experienced
external resources and training, a focus on improving these areas, and
revisions to roles and responsibilities will have a very positive effect
on remediation of these material weaknesses. In addition, internal
training and awareness programs, with improved documentation, will be
launched in the year to provide an understanding of the shared roles and
responsibilities of all employees to meet and maintain compliance
criteria.
|
|
·
|
Where
necessary, we will supplement personnel with qualified external advisors.
We have retained senior level and highly qualified personnel from well
known firms with strong training and experience to advise and consult in
specific areas of focus and remediation. Additionally, we have and will
continue to retain qualified vendors who are long term providers for key
technologies as well as accompanying procedures and guidelines that
support our short term and long range strategic objectives. We have
accelerated activities using additional external resources where
appropriate. As we initiate and progress in the projects and activities
focusing on both strengthening and improving our controls and the
associated procedures, processes and guidelines, we have and will continue
to leverage strong relationships with knowledgeable sources to bring in
and continue to improve our capabilities for compliance using both
administrative and technological
means.
|
27
|
·
|
We
have identified and are implementing a new financial accounting
system. We expect to have key elements of the system implemented by
the end of our fiscal 2010 year. This accounting software is widely
used by many public and private companies and provides off the shelf
capabilities and preventative and detective controls that will benefit the
integrity, reliability and timeliness of our internal and external
financial reporting. This system is also expected to improve our ability
to perform detailed analysis, segregate important job functions, and
significantly automate current processes that are now manually
performed.
|
|
·
|
Through aggressive
recruiting, the Company has hired additional resources with expertise in
the selection and application of generally accepted accounting principles
commensurate with their financial reporting requirements. Currently, there
are five Certified Public Accountants within the Company. In
addition, the Company worked very closely with outside consultants in
their 404(a) assessment to improve the effective controls to ensure a
reasonable assurance that management review procedures were properly
performed over the accounts and disclosures of the financial
statements.
|
|
·
|
The
IT department, in conjunction with Company management and external
consultants, has developed a specific framework that is guiding the
scoping and initiation of a series of projects and initiatives targeting
specific remediation activities and change management issues relating to
the material weaknesses and improving the Company’s capabilities to manage
data, systems and software. A communications program is planned to reach
out to operations and support personnel across all of the Company in
support of these efforts. Areas where documentation, methodologies,
processes, procedures and guidelines are required to help meet compliance
targets are being reviewed and improvements are being made as we go
forward. In several cases, where technology can be used to improve and
augment administrative controls and compliance, investment options are
being investigated, selectively reviewed and appropriate recommendations
are being made.
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28
PART
II. OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
The information set forth above in Note 10 to the Condensed Consolidated Financial Statements is incorporated herein by reference.
ITEM
1A. RISK FACTORS
A
description of factors that could materially affect our business, financial
condition or operating results is included in Item 1A of Part I of the Company’s
2009 Form 10-K and is incorporated herein by reference. There have been no
material changes in the Company’s risk factors during the fiscal quarter ended
July 3, 2010 from those previously reporting in the 2009 Form 10-K.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
None.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. RESERVED
ITEM
5. OTHER INFORMATION
None.
29
ITEM
6. EXHIBITS
The
following exhibits are filed with this report:
Exhibit
No.
|
Description
|
|
10.1
|
First
Amendment to Credit and Security, dated as of May 17, 2010, by and among
Cole Taylor Bank and Clark Holdings Inc., The Clark Group, Inc., Clark
Distribution Systems, Inc., Highway Distributions Systems, Inc., Clark
Worldwide Transportation, Inc., and Evergreen Express Lines, Inc.
(1)
|
|
31.1*
|
Certification
of Chief Executive Officer Pursuant to Securities Exchange Act Rule
13a-14(a)/15d-14(a)
|
|
31.2*
|
Certification
of Chief Financial Officer Pursuant to Securities Exchange Act Rule
13a-14(a)/15d-14(a)
|
|
32.1*
|
Certification
of Chief Executive Officer and Chief Financial Officer Pursuant to 18
U.S.C. Section 1350
|
* Filed
herewith
(1)
|
Incorporated
by reference from Exhibit 10.1 to the Form 10-Q filed on May 24,
2010.
|
30
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.
CLARK
HOLDINGS INC.
|
||
Dated: August
17, 2010
|
By:
|
/s/
Gregory E. Burns
|
Gregory
E. Burns
|
||
Chief
Executive Officer
|
||
Dated: August
17, 2010
|
By:
|
/s/
Kevan D. Bloomgren
|
Kevan
D. Bloomgren
|
||
Chief
Financial Officer
|