-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TFDc+226AfCLzMM5nC4ZrKIwd65kOvH5NEa8V7QK3gWBDK2ezCNr6cNAuKw8Swdj xEhu3ljS+KCwdC1ln8uRfQ== 0001144204-06-031171.txt : 20060804 0001144204-06-031171.hdr.sgml : 20060804 20060804171144 ACCESSION NUMBER: 0001144204-06-031171 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060804 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060804 DATE AS OF CHANGE: 20060804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLARUS CORP CENTRAL INDEX KEY: 0000913277 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 581972600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24277 FILM NUMBER: 061006653 BUSINESS ADDRESS: STREET 1: 3970 JOHNS CREEK CT STREET 2: STE 100 CITY: SUWANEE STATE: GA ZIP: 30024 BUSINESS PHONE: 7702913900 MAIL ADDRESS: STREET 1: 3970 JOHNS CREEK CT STREET 2: STE 100 CITY: SUWANEE STATE: GA ZIP: 30024 FORMER COMPANY: FORMER CONFORMED NAME: SQL FINANCIALS INTERNATIONAL INC /DE/ DATE OF NAME CHANGE: 19980911 8-K 1 v048887.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 4, 2006 Clarus Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-24277 58-1972600 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) One Landmark Square, 22nd Floor, Stamford Connecticut 06901 ----------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 428-2000 N/A -------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition On August 4, 2006, the Registrant issued an earnings press release announcing financial results for the quarter ended June 30, 2006. A copy of the earnings press release is furnished as Exhibit 99.1 and incorporated herein by reference. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit Description ------- ----------- 99.1 Press Release dated August 4, 2006, with respect to the Registrant's financial results for the quarter ended June 30, 2006 (furnished only). 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 hereunto duly authorized. Dated: August 4, 2006 CLARUS CORPORATION By: /s/ Nigel P. Ekern -------------------------------- Nigel P. Ekern, Chief Administrative Officer By: /s/ Susan Luckfield --------------------------------- Susan Luckfield, Controller EXHIBIT INDEX Number Exhibit - ------ ------- 99.1 Press Release dated August 4, 2006, with respect to the Registrant's financial results for the quarter ended June 30, 2006 (furnished only). EX-99.1 2 v048887_ex99-1.txt FOR IMMEDIATE RELEASE CONTACT Nigel Ekern Chief Administrative Officer Clarus Corporation (203) 428-2000 nekern@claruscorp.com Clarus Announces Second Quarter 2006 Results STAMFORD, CONNECTICUT -- August 4, 2006 -- Clarus Corporation (OTC:CLRS.PK) today announced financial results for the quarter ended June 30, 2006. Clarus reported no revenues for the quarters ended June 30, 2006 and 2005, respectively. Net loss for the second quarter of 2006 was $24,000 or $0.00 per diluted share compared to a net loss of $516,000 or $0.03 per diluted share during the comparable period of 2005. As of June 30, 2006, Clarus' cash, cash equivalents and marketable securities were $83.5 million (or $4.88 gross cash per share) compared to $84.9 million as of December 31, 2005. Gross cash per share at June 30, 2006 equals cash, cash equivalents and marketable securities of $83.5 million divided by 17.1 million common shares outstanding. Clarus has provided this Non-GAAP measure because it believes that it is useful to investors assessing the extent of Clarus' assets available for redeployment. Clarus is unaware of any comparable GAAP measure. The results of operations for the quarter ending June 30, 2006 includes a charge of approximately $108,000 for transaction expenses arising out of negotiations related to an acquisition process that terminated in June 2006 without Clarus consummating the acquisition. Transaction expenses represent the costs incurred during due diligence and negotiation of potential acquisitions such as legal, accounting and other professional fees and related expenses. Clarus estimates that it has available net operating loss, research and experimentation credit and alternative minimum tax credit carryforwards for U.S. federal income tax purposes of approximately $222.3 million, $1.3 million and $53,000, respectively, which expire in varying amounts beginning in the year 2009 to the extent not limited under Section 382 of the Internal Revenue Code. The Company also has a capital loss carryforward of $15.2 million which expires in varying amounts beginning in the year 2007. Nigel Ekern, Clarus' Chief Administrative Officer stated, "We are pleased with the progress that we have made in managing administrative and professional expenses in connection with the continued administration of the public company and continue our efforts to identify and evaluate suitable acquisition and merger opportunities as part of our strategy to redeploy our cash and utilize our NOL's, to the extent available." Clarus does not currently intend to hold conference calls to discuss quarterly earnings releases unless and until it consummates an acquisition in connection with its redeployment strategy. At such time, Clarus plans to resume holding quarterly conference calls to review earnings and operating performance. Clarus, formerly a provider of e-commerce business solutions, is seeking to redeploy its assets and use its substantial cash and cash equivalent assets and marketable securities to enhance stockholder value. - -------------- This press release contains forward-looking statements within the meaning of the Securities Act of 1933 and the Exchange Act of 1934. Information in this release includes Clarus' beliefs, expectations, intentions and strategies regarding Clarus, its future and its products and services. Assumptions relating to the forward-looking statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risks including our inability to execute successfully our planned effort to redeploy our assets to enhance stockholder value, the unavailability of our net operating loss carry forward, and that the unaudited financial information provided in this press release may be adjusted as a result of the year end audit. Clarus cannot guarantee its future performance. All forward-looking statements contained in this release are based on information available to Clarus as of the date of this release and Clarus assumes no obligation to update the forward-looking statements contained herein. For further information regarding the risks and uncertainties in connection with Clarus' business, please refer to the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Factors That May Affect Our Future Results" sections of Clarus' filings with the Securities and Exchange Commission, including but not limited to, its most recent annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained at our web site at http://www.claruscorp.com or the SEC's web site a http://www.sec.gov. CLARUS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
JUNE 30, DECEMBER 31, 2006 2005 ------------- ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 6,282 $ 23,270 Marketable securities 77,218 61,601 Interest receivable 306 320 Prepaids and other current assets 254 135 ------------- ------------- Total current assets 84,060 85,326 PROPERTY AND EQUIPMENT, NET 1,827 1,996 OTHER ASSETS: Deposits and other long-term assets -- 956 ------------- ------------- TOTAL ASSETS $ 85,887 $ 88,278 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 270 $ 1,461 ------------- ------------- Total current liabilities 270 1,461 LONG-TERM LIABILITIES: Deferred rent 244 208 ------------- ------------- Total liabilities 514 1,669 ------------- ------------- STOCKHOLDERS' EQUITY: Preferred stock, $.0001 par value; 5,000,000 shares authorized; none issued -- -- Common stock, $.0001 par value; 100,000,000 shares authorized; 17,188,622 and 17,187,170 shares issued and 17,113,622 and 17,112,170 outstanding in 2006 and 2005, respectively 2 2 Additional paid-in capital 367,792 370,704 Accumulated deficit (282,353) (280,947) Treasury stock, at cost (2) (2) Accumulated other comprehensive income (66) (88) Deferred compensation -- (3,060) ------------- ------------- Total stockholders' equity 85,373 86,609 ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 85,887 $ 88,278 ============= =============
CLARUS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS SIX MONTHS ENDED JUNE 30, ENDED JUNE 30, -------------------------- -------------------------- 2006 2005 2006 2005 ----------- ----------- ----------- ----------- REVENUES: $ -- $ -- $ -- $ -- ----------- ----------- ----------- ----------- Total revenues -- -- -- -- OPERATING EXPENSES: General and administrative 826 1,001 1,707 1,787 Transaction costs 108 -- 1,388 -- Depreciation and amortization 85 81 173 166 ----------- ----------- ----------- ----------- Total operating expenses 1,019 1,082 3,268 1,953 OPERATING LOSS (1,019) (1,082) (3,268) (1,953) OTHER INCOME(EXPENSE) 1 (2) -- (2) INTEREST INCOME 994 568 1,862 1,049 ----------- ----------- ----------- ----------- NET LOSS $ (24) $ (516) $ (1,406) $ (906) =========== =========== =========== =========== Loss per common share: Basic $ (0.00) $ (0.03) $ (0.08) $ (0.06) Diluted $ (0.00) $ (0.03) $ (0.08) $ (0.06) Weighted average shares outstanding: Basic 16,614 16,292 16,613 16,292 Diluted 16,614 16,292 16,613 16,292
CLARUS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
SIX MONTHS ENDED JUNE 30, ------------------------------ 2006 2005 ------------- ------------- OPERATING ACTIVITIES: Net loss $ (1,406) $ (906) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization on property and equipment 173 166 Amortization of deferred employee compensation 148 157 Amortization of premium and discount on securities, net 1,927 3 Changes in operating assets and liabilities: Accrued interest receivable, prepaids and other current assets (105) 104 Accounts payable and accrued liabilities (1,191) (682) Deferred rent 36 56 Deposits and other long-term assets 956 1 ------------- ------------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 538 (1,101) INVESTING ACTIVITIES: Purchases of marketable securities (77,257) (35,688) Proceeds from maturity of marketable securities 59,735 17,270 Additions to property and equipment (4) (8) ------------- ------------- NET CASH USED IN INVESTING ACTIVITIES (17,526) (18,426) FINANCING ACTIVITIES: Proceeds from the exercises of stock options -- 628 ------------- ------------- NET CASH PROVIDED BY FINANCING ACTIVITIES -- 628 ------------- ------------- CHANGE IN CASH AND CASH EQUIVALENTS (16,988) (18,899) CASH AND CASH EQUIVALENTS, Beginning of Period 23,270 48,377 ------------- ------------- CASH AND CASH EQUIVALENTS, End of Period $ 6,282 $ 29,478 ============= ============= SUPPLEMENTAL DISCLOSURE: Deferred compensation $ -- $ 325 Cash paid for taxes 418 611
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