-----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, TYbSDx2mwHHWRWpfMnPWh4xh4TnrzxMZG9Mz7NiCpXYmmOp7PMQO7BNtJHp6F7yl cq1rc9aIjvC2EJUxJ5q00w== 0001144204-07-041166.txt : 20070808 0001144204-07-041166.hdr.sgml : 20070808 20070808163937 ACCESSION NUMBER: 0001144204-07-041166 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070808 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070808 DATE AS OF CHANGE: 20070808 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: 071036152 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 v083247_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): August 8, 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 August 8, 2007, the Registrant issued an earnings press release announcing financial results for the second quarter ended June 30, 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 August 8, 2007, with respect to the Registrant's financial results for the quarter ended June 30, 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: August 8, 2007      
     
  CLARUS CORPORATION
 
 
 
 
 
 
  By:        /s/Warren B. Kanders
 Name:   

Warren B. Kanders,
Title:     
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)

 
 

 


 
 
  Exhibit    Description 
       
  99.1    Press Release dated August 8, 2007, with respect to the Registrant's financial results for the quarter ended June 30, 2007 (furnished only). 

 
 
 
 

 
EX-99.1 2 v083247_ex99-1.htm

FOR IMMEDIATE RELEASE

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

Clarus Announces Second Quarter 2007 Results

STAMFORD, CONNECTICUT — August 8, 2007 — Clarus Corporation (OTC:CLRS.PK) today announced financial results for the quarter ended June 30, 2007. Clarus reported no revenues for the quarters ended June 30, 2007 and 2006, respectively. Net income for the second quarter of 2007 increased $105,000 to $81,000 or $0.00 per diluted share compared to a net loss of $24,000 or $0.00 per diluted share during the comparable period of 2006. The increase in net income was primarily a result of a $100,000 reduction in transaction expenses, a $85,000 increase in interest income due to higher interest rates on our cash, cash equivalents and marketable securities partially offset by an $80,000 increase in general and administrative costs. Prior year transaction expenses relate to an acquisition process that terminated without Clarus consummating the acquisition and include the costs incurred during due diligence and negotiation of potential acquisitions such as legal, accounting and other professional fees and related expenses.

As of June 30, 2007, Clarus’ cash, cash equivalents and marketable securities were $85.3 million, (or $4.96 gross cash per share) compared to $84.4 million as of December 31, 2006. Gross cash per share at June 30, 2007 equals cash, cash equivalents and marketable securities of $85.3 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 $222.9 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 $222.9 million of net operating loss carryforwards 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.

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)
 
   
JUNE 30,
 
DECEMBER 31,
 
   
2007
 
2006
 
 ASSETS
         
CURRENT ASSETS:
         
 Cash and cash equivalents
 
$
14,246
 
$
1,731
 
 Marketable securities
   
71,057
   
82,634
 
 Interest receivable
   
87
   
402
 
 Prepaids and other current assets
   
312
   
207
 
               
Total current assets
   
85,702
   
84,974
 
               
PROPERTY AND EQUIPMENT, NET
   
1,555
   
1,699
 
               
 TOTAL ASSETS
 
$
87,257
 
$
86,673
 
               
               
 LIABILITIES AND STOCKHOLDERS' EQUITY
             
               
CURRENT LIABILITIES:
             
 Accounts payable and accrued liabilities
 
$
471
 
$
680
 
               
Total current liabilities
   
471
   
680
 
               
LONG-TERM LIABILITIES:
             
 Deferred rent
   
310
   
277
 
               
Total liabilities
   
781
   
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;17,241,747 and 17,188,622 shares issued and 17,166,747 and 17,113,622 outstanding in 2007 and 2006, respectively
   
2
   
2
 
 Additional paid-in capital
   
368,447
   
367,945
 
 Accumulated deficit
   
(281,955
)
 
(282,238
)
 Treasury stock, at cost
   
(2
)
 
(2
)
 Accumulated other comprehensive (loss) income
   
(16
)
 
9
 
               
Total stockholders' equity
   
86,476
   
85,716
 
               
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
$
87,257
 
$
86,673
 
 

 
CLARUS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

   
THREE MONTHS
 
SIX MONTHS
 
   
ENDED JUNE 30,
 
ENDED JUNE 30,
 
   
2007
 
2006
 
2007
 
2006
 
REVENUES:
 
$
--
 
$
--
 
$
--
 
$
--
 
                           
 Total revenues
   
--
   
--
   
--
   
--
 
                           
OPERATING EXPENSES:
                         
 General and administrative
   
899
   
826
   
1,683
   
1,707
 
 Transaction costs
   
8
   
108
   
8
   
1,388
 
 Depreciation
   
91
   
85
   
181
   
173
 
                           
 Total operating expenses
   
998
   
1,019
   
1,872
   
3,268
 
                           
OPERATING LOSS
   
(998
)
 
(1,019
)
 
(1,872
)
 
(3,268
)
OTHER INCOME(EXPENSE)
   
--
   
1
   
(1
)
 
--
 
INTEREST INCOME
   
1,079
   
994
   
2,156
   
1,862
 
                           
 NET INCOME (LOSS)
 
$
81
 
$
(24
)
$
283
 
$
(1,406
)
                           
 Income (loss) per common share:
                         
 Basic
 
$
0.00
 
$
0.00
 
$
0.02
 
$
(0.08
)
 Diluted
 
$
0.00
 
$
0.00
 
$
0.02
 
$
(0.08
)
                           
 Weighted average shares outstanding:
                         
 Basic
   
16,659
   
16,614
   
16,640
   
16,613
 
 Diluted
   
17,156
   
16,614
   
17,078
   
16,613
 
 

 
CLARUS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

   
SIX MONTHS
 
   
ENDED JUNE 30,
 
   
2007
 
2006
 
OPERATING ACTIVITIES:
         
Net income (loss)
 
$
283
 
$
(1,406
)
Adjustments to reconcile net income (loss) to net cash used in Operating activities:
             
 Depreciation on property and equipment
   
181
   
173
 
 Amortization of deferred employee compensation
   
134
   
148
 
 Amortization of discount and premium on securities, net
   
(1,489
)
 
1,927
 
Changes in operating assets and liabilities:
             
 Decrease (increase) in interest receivable, prepaids and other current assets
   
210
   
(105
)
 Decrease in accounts payable and accrued liabilities
   
(209
)
 
(1,191
)
 Increase in deferred rent
   
33
   
36
 
 Decrease in deposits and other long-term assets
   
--
   
956
 
               
 NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
   
(857
)
 
538
 
               
INVESTING ACTIVITIES:
             
 Purchases of marketable securities
   
(71,195
)
 
(77,257
)
 Proceeds from maturity of marketable securities
   
84,236
   
59,735
 
 Sale of property and equipment
   
2
   
--
 
 Purchase of property and equipment
   
(39
)
 
(4
)
               
 NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
   
13,004
   
(17,526
)
               
FINANCING ACTIVITIES:
             
 Proceeds from the exercises of stock options
   
368
   
--
 
               
 NET CASH PROVIDED BY FINANCING ACTIVITIES
   
368
   
--
 
               
CHANGE IN CASH AND CASH EQUIVALENTS
   
12,515
   
(16,988
)
               
CASH AND CASH EQUIVALENTS, Beginning of Period
   
1,731
   
23,270
 
               
CASH AND CASH EQUIVALENTS, End of Period
 
$
14,246
 
$
6,282
 
               
               
SUPPLEMENTAL DISCLOSURE:
             
               
               
 Cash paid for franchise and property taxes
 
$
320
 
$
418
 


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