-----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, C8aykDp63PU+nmXleFpn2Now0LTJRvLiem1DVA0n3nSK7yyYDIydgxcDRYIBQlSm 98FegRgpoi7lotQ0z5NdPg== 0001144204-07-023718.txt : 20070509 0001144204-07-023718.hdr.sgml : 20070509 20070509170308 ACCESSION NUMBER: 0001144204-07-023718 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070509 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070509 DATE AS OF CHANGE: 20070509 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: 07833298 BUSINESS ADDRESS: STREET 1: ONE LANDMARK SQUARE STREET 2: 22ND FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 7702913900 MAIL ADDRESS: STREET 1: ONE LANDMARK SQUARE STREET 2: 22ND FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 FORMER COMPANY: FORMER CONFORMED NAME: SQL FINANCIALS INTERNATIONAL INC /DE/ DATE OF NAME CHANGE: 19980911 8-K 1 v074024_8k.htm
United States
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): May 9, 2007

Clarus Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation)
0-24277
(Commission File Number)
58-1972600
(IRS Employer
Identification Number)

One Landmark Square, 22nd Floor, Stamford Connecticut
(Address of principal executive offices)
06901 
(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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
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 May 9, 2007, the Registrant issued an earnings press release announcing financial results for the fiscal quarter ended March 31, 2007. A copy of the earnings press release is furnished as Exhibit 99.1 and incorporated herein by reference.
 
The earnings press release contains the non-GAAP financial measure, gross cash per share because the Registrant believes that it is useful to investors assessing the extent of the Registrant’s assets available for redeployment. The Registrant has provided a reconciliation within the earnings release of the non-GAAP financial gross cash per share to the most directly comparable GAAP financial measure. The Registrant’s management, however, cannot provide any assurance that the above-referenced non-GAAP financial measure is comparable to similarly titled financial measures presented by other publicly-traded companies. The non-GAAP financial measure described above should be considered in addition to, but not as a substitute for, measures of financial performance prepared in accordance with GAAP that are presented in the earnings release.
 
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.


(d)
Exhibits.

Exhibit
Description
   
99.1
Press Release dated May 9, 2007, with respect to the Registrant's
financial results for the quarter ended March 31, 2007 (furnished only).

 

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: May 9, 2007
     
 
CLARUS CORPORATION
 
 		  
 		  
 
    By:      /s/ Warren B. Kanders
 
 
Name: Warren B. Kanders,
Executive Chairman of the
Board of Directors
(Principal Executive Officer)
     
 
 
 
 		  
 		  
 
    By:      /s/ Philip A. Baratelli
 
 
Name: Philip A. Baratelli,
Title:   Chief Financial Officer
(Principal Financial Officer)
 


Description
   
99.1
Press Release dated May 9, 2007, with respect to the Registrant's
financial results for the quarter ended March 31, 2007 (furnished only).
 

 EX-99.1 2 v074024_ex99-1.htm
 
FOR IMMEDIATE RELEASE

CONTACT
Philip Baratelli
Chief Financial Officer
Clarus Corporation
(203) 428-2000
pbaratelli@claruscorp.com

Clarus Announces First Quarter 2007 Results

STAMFORD, CONNECTICUT — May 9, 2007 — Clarus Corporation (OTC:CLRS.PK) today announced financial results for the quarter ended March 31, 2007. Clarus reported no revenues for the quarters ended March 31, 2007 and 2006, respectively. Net income for the first quarter of 2007 increased $1.6 million, to $202,000 or $0.01 per diluted share compared to a net loss of $1.4 million or $0.08 per diluted share during the comparable period of 2006. The increase in net income was primarily a result of a $1.3 million reduction in transaction expenses, a $209,000 increase in interest income due to higher rates on our cash, cash equivalents and marketable securities and a $97,000 reduction in general and administrative costs. Prior year 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.

As of March 31, 2007, Clarus’ cash, cash equivalents and marketable securities were $84.6 million, (or $4.92 gross cash per share) compared to $84.4 million as of December 31, 2006. Gross cash per share at March 31, 2007 equals cash, cash equivalents and marketable securities of $84.6 million divided by 17.2 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.

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 $222.8 million, $1.3 million and $53,000, respectively, which expire in varying amounts between 2009 and 2026, after application of the limitation under Section 382 of the Internal Revenue Code. Of the approximately $222.8 million of net operating losses available to offset taxable income, approximately $206.4 million does not expire until 2020 or later, subject to compliance with Section 382 of the Internal Revenue Code. Clarus also has capital loss carryforwards of $14.0 million which expire in 2007 and 2008. See the table at the end of the press release detailing the expiration dates and amounts of our net operating loss and capital loss carryforwards.

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, 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 "Risk Factors" 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 at http://www.sec.gov.

 
CLARUS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
 
   
MARCH 31,
2007
  
DECEMBER 31,
2006
  
ASSETS
              
               
CURRENT ASSETS:
              
Cash and cash equivalents
  
$
17,051
  
$
1,731
  
Marketable securities
    
67,559
    
82,634
  
Interest receivable
    
340
    
402
  
Prepaids and other current assets
    
615
    
207
  
Total current assets
    
85,565
    
84,974
  
               
PROPERTY AND EQUIPMENT, NET
    
1,630
    
1,699
  
TOTAL ASSETS
  
$
87,195
  
$
86,673
  
               
LIABILITIES AND STOCKHOLDERS' EQUITY
              
               
CURRENT LIABILITIES:
              
Accounts payable and accrued liabilities
  
$
688
  
$
680
  
Total current liabilities
    
688
    
680
  
 
              
Deferred rent
    
293
    
277
  
               
Total liabilities
    
981
    
957
  
               
               
STOCKHOLDERS' EQUITY:
              
Preferred stock, $.0001 par value; 5,000,000 shares authorized; none issued
    
--
    
--
  
Common stock, $.0001 par value; 100,000,000 shares authorized; 17,226,747 and 17,188,622 shares issued and 17,151,747 and 17,113,622 outstanding in 2006 and 2005, respectively
    
2
    
2
  
Additional paid-in capital
    
368,251
    
367,945
  
Accumulated deficit
    
(282,036
)
  
(282,238
)
Treasury stock, at cost
    
(2
)
  
(2
)
Accumulated other comprehensive (loss)/gain
    
(1
)
  
9
  
Total stockholders' equity
    
86,214
    
85,716
  
               
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  
$
87,195
  
$
86,673
  
 
 
CLARUS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
   
THREE MONTHS ENDED
MARCH 31,
  
   
2007
  
2006
  
REVENUES:
  
$
--
  
$
--
  
Total revenues
    
--
    
--
  
               
OPERATING EXPENSES:
              
General and administrative
    
784
    
881
  
Transaction expenses
    
--
    
1,280
  
Depreciation expense
    
90
    
88
  
Total operating expenses
    
874
    
2,249
  
               
OPERATING LOSS
    
(874
)
  
(2,249
)
OTHER EXPENSE
    
(1
)
  
(1
)
INTEREST INCOME
    
1,077
    
868
  
NET INCOME/(LOSS)
  
$
202
  
$
(1,382
)
               
Income/(loss) per common share:
              
Basic
  
$
0.01
  
$
(0.08
)
Diluted
  
$
0.01
  
$
(0.08
)
               
Weighted average common shares outstanding:
              
Basic
    
16,620
    
16,612
  
Diluted
    
16,990
    
16,612
  

 
CLARUS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
 
   
THREE MONTHS ENDED
MARCH 31,
  
   
2007
  
2006
  
CASH FLOWS FROM OPERATING ACTIVITIES:
              
Net income/(loss)
  
$
202
  
$
(1,382
)
Adjustments to reconcile net income/(loss) to net cash used in operating activities:
              
Depreciation on property and equipment
    
90
    
88
  
Amortization of deferred employee compensation
    
67
    
75
  
Amortization of premium and discount on securities, net
    
(714
)
  
(406
)
Changes in operating assets and liabilities:
              
Increase in interest receivable, prepaids and other current assets
    
(107
)
  
(22
)
Increase/(decrease) in accounts payable and accrued liabilities
    
8
    
(977
)
Increase in deferred rent
    
16
    
19
  
Decrease in deposits and other long-term assets
    
--
    
956
  
NET CASH USED IN OPERATING ACTIVITIES
    
(438
)
  
(1,649
)
               
CASH FLOWS FROM INVESTING ACTIVITIES:
              
Purchase of marketable securities
    
(27,261
)
  
(40,290
)
Proceeds from maturity of marketable securities
    
43,040
    
21,965
  
Sale of property and equipment
    
2
    
--
  
Purchase of property and equipment
    
(23
)
  
(2
)
NET CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES
    
15,758
    
(18,327
)
               
CASH FLOWS FROM FINANCING ACTIVITIES:
              
NET CASH PROVIDED BY FINANCING ACTIVITIES
    
--
    
--
  
               
CHANGE IN CASH AND CASH EQUIVALENTS
    
15,320
    
(19,976
)
               
CASH AND CASH EQUIVALENTS, beginning of period
    
1,731
    
23,270
  
CASH AND CASH EQUIVALENTS, end of period
  
$
17,051
  
$
3,294
  
               
SUPPLEMENTAL DISCLOSURE:
              
Cash paid for franchise and property taxes
  
$
141
  
$
206
  

 
CLARUS CORPORATION
NET OPERATING LOSS AND CAPITAL LOSS CARRYFORWARD EXPIRATION DATES*
(UNAUDITED)
MARCH 31, 2007
 
Expiration Dates
December 31
  
Net Operating Loss
Amount
(000’s)
  
Capital Loss
Amount
(000’s)
  
               
2007
  
$
-
  
$
12,435
  
2008
    
-
    
1,599
  
2009
  
 
2,437
        
2010
    
7,417
        
2011
    
7,520
        
2012
    
5,157
        
2020
    
29,533
        
2021
    
50,430
        
2022
    
115,000
        
2023
    
5,712
        
2024
    
3,566
        
2025
    
1,707
        
2026
    
476
        
Total
 
 
228,955
  
 
14,034
  
Section 382 limitation
    
(6,152
)
  
-
  
After Limitations
  
$
222,803
  
$
14,034
  
 
*Subject to compliance with Section 382 of the Internal Revenue Code.
 
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