Clarus Corp - Quarter Report: 2007 June (Form 10-Q)
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 June 30, 2007
or
o
Transition Report
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
For
the
transition period from _________ to _________
Commission
File Number: 0-24277
(Exact
name of registrant as specified in its charter)
|
Delaware
|
58-1972600
|
|
|
(State
or other jurisdiction of
|
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
Number)
|
One
Landmark Square
Stamford,
Connecticut 06901
(Address
of principal executive offices)
(Zip
code)
(203)
428-2000
(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. YES x NO o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large
accelerated filer o
Accelerated filer x
Non-accelerated filer o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) YES o
NO
x
As
of
August 1, 2007, there were outstanding 17,166,747 shares of Common Stock, par
value $0.0001.
INDEX
CLARUS
CORPORATION
|
PART
I
|
FINANCIAL
INFORMATION
|
Page
|
|
|
Item
1.
|
Financial
Statements
|
||
|
Condensed
Consolidated Balance Sheets (unaudited) -
|
|||
|
June
30, 2007 and December 31, 2006
|
1
|
||
|
Condensed
Consolidated Statements of Operations (unaudited) -
|
|||
|
Three
and six months ended June 30, 2007 and 2006
|
2
|
||
|
Condensed
Consolidated Statements of Cash Flows (unaudited) -
|
|||
|
Six
months ended June 30, 2007 and 2006
|
3
|
||
|
Notes
to Unaudited Condensed Consolidated Financial Statements -
|
|||
|
June
30, 2007
|
4
|
||
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
10
|
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
13
|
|
|
Item
4.
|
Procedures
and Controls
|
13
|
|
|
PART
II
|
OTHER
INFORMATION
|
||
|
Item
1A.
|
Risk
Factors
|
14
|
|
|
Item
4.
|
Submission
of Matters to a Vote of the Security Holders
|
14
|
|
|
Item
6.
|
Exhibits
|
14
|
|
|
SIGNATURES
|
15
|
||
|
EXHIBIT
INDEX
|
16
|
||
PART
I. FINANCIAL INFORMATION
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 income
|
(16
|
)
|
9
|
||||
|
Total
stockholders' equity
|
86,476
|
85,716
|
|||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
87,257
|
$
|
86,673
|
|||
SEE
ACCOMPANYING NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS.
1
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
|
|||||||||
SEE
ACCOMPANYING NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS.
2
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
|
|||
SEE
ACCOMPANYING NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS.
3
CLARUS
CORPORATION
JUNE
30, 2007
NOTE
1. BASIS OF PRESENTATION
The
accompanying unaudited condensed consolidated financial statements of Clarus
Corporation and subsidiaries ("Clarus" or the "Company," which may be referred
to as "we," "us," or "our") as of and for the three and six months ended June
30, 2007 and 2006, have been prepared in accordance with accounting principles
generally accepted in the United States of America and instructions to Form
10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of the
information in notes required by accounting principles generally accepted in
the
United States of America for complete financial statements. In the opinion
of
management, all adjustments (consisting of normal recurring accruals) necessary
for a fair presentation of the unaudited condensed consolidated financial
statements have been included. The results of the three and six months ended
June 30, 2007 are not necessarily indicative of the results to be obtained
for
the year ending December 31, 2007. These interim financial statements should
be
read in conjunction with the Company's audited consolidated financial statements
and footnotes thereto included in the Company's Form 10-K for the fiscal year
ended December 31, 2006, filed with the Securities and Exchange Commission.
NOTE
2. SIGNIFICANT EVENTS
As
part
of our previously announced strategy to limit operating losses and enable the
Company to redeploy its assets and use its substantial cash, cash equivalent
assets and marketable securities to enhance stockholder value, on December
6,
2002, we sold substantially all of our electronic commerce business, which
represented substantially all of our revenue-generating operations and related
assets. During January 2003, we sold the assets relating to our Cashbook product
representing the remainder of our operating assets.
The
Company recognized approximately $8,000 of transaction expenses in the second
quarter of 2007, arising out of an acquisition negotiation and due diligence
process that terminated in June 2007 without the consummation of the
acquisition. Transaction expense consists primarily of professional fees and
expenses related to due diligence, negotiation and documentation of acquisition,
financing and related agreements.
We
are
currently working to identify suitable merger partners or acquisition
opportunities. Although we are not targeting specific business industries for
potential acquisitions, we plan to seek businesses with substantial cash flow,
experienced management teams, and operations in markets offering substantial
growth opportunities.
NOTE
3. EARNINGS (LOSS) PER SHARE
Basic
net
income (loss) per share attributable to common stockholders is computed by
dividing the net income (loss) attributable to common stockholders by the
weighted average number of shares of common stock outstanding for each period.
Diluted net income (loss) per share attributable to common stockholders is
computed by including the effect of all potentially dilutive securities,
including options, warrants, restricted stock and redeemable convertible
preferred stock. Potentially dilutive securities are excluded from the
computation of diluted net income (loss) per share attributable to common
stockholders if their effect is anti-dilutive.
For
the
three and six months ended June 30, 2007, diluted net income per share
attributable to common stockholders included the dilutive effect of options
to
purchase 1,238,750 and 1,203,750 shares of the Company’s common stock,
respectively, and 500,000 shares of restricted stock as these securities were
potentially dilutive in computing net income per share. Diluted net income
per
share for the three and six months ended June 30, 2007 excluded the
anti-dilutive effect of options to purchase 400,000 and 435,000 shares of the
Company’s common stock respectively, whose exercise prices were higher than the
average market price of the Company’s common stock.
Options
to acquire 1,010,000 shares of common stock during the three and six months
ended June 30, 2006, were outstanding, but not included in the calculation
of
weighted average number of diluted shares outstanding because the option
exercise prices were higher than the average market price of the Company's
common stock during that period. In addition, diluted net loss per share
attributable to common stockholders excludes the potentially dilutive effect
of
options to purchase 663,750 shares of the Company's common stock whose exercise
prices were lower than the average market price of the Company's common stock
during the three and six months ended June 30, 2006, as their inclusion would
have been anti-dilutive because the Company incurred losses during that period.
4
The
following table is a reconciliation of basic and diluted share outstanding
used
in the calculation of Earnings per share:
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
|
June
30,
|
June
30,
|
||||||||||||
|
|
2007
|
2006
|
2007
|
2006
|
|||||||||
|
Basic
earnings per share calculation:
|
|||||||||||||
|
Net
income (loss)
|
$
|
81
|
$
|
(24
|
)
|
$
|
283
|
$
|
(1,406
|
)
|
|||
|
Weighted
average common
shares - basic
|
16,659
|
16,614
|
16,640
|
16,613
|
|||||||||
|
Basic
net income (loss) per
share
|
$
|
0.00
|
$
|
0.00
|
$
|
0.02
|
$
|
(0.08
|
)
|
||||
|
|
|||||||||||||
|
Diluted
earnings per share calculation:
|
|||||||||||||
|
Net
income (loss)
|
$
|
81
|
$
|
(24
|
)
|
$
|
283
|
$
|
(1,406
|
)
|
|||
|
Weighted
average common
shares - basic
|
16,659
|
16,614
|
16,640
|
16,613
|
|||||||||
|
Effect
of dilutive stock options
|
245
|
--
|
196
|
--
|
|||||||||
|
Effect
of dilutive restricted stock
|
252
|
--
|
242
|
--
|
|||||||||
|
Weighted
average common
shares diluted
|
17,156
|
16,614
|
17,078
|
16,613
|
|||||||||
|
Diluted
net income (loss)
per share
|
$
|
0.00
|
$
|
(0.00
|
)
|
$
|
0.02
|
$
|
(0.08
|
)
|
|||
NOTE
4. STOCK-BASED COMPENSATION PLAN
The
Company adopted the 2005 Stock Incentive Plan (the "2005 Plan"), which was
approved by stockholders at the Company’s annual meeting in June 2005. Under the
2005 Plan, the Board of Directors has flexibility to determine the type and
amount of awards to be granted to eligible participants, who must be employees
of the Company or its subsidiaries, directors, officers or consultants to the
Company. The 2005 Plan provides for grants of incentive stock options,
nonqualified stock options, restricted stock awards, stock appreciation rights,
and restricted units. As of June 30, 2007, the number of shares authorized
and
reserved for issuance under the 2005 Plan is 4.2 million, subject to an
automatic annual increase equal to 4% of the total number of shares of Clarus’
common stock outstanding. The aggregate number of shares of common stock that
may be granted through awards under the 2005 Plan to any employee in any
calendar year may not exceed 500,000 shares. The 2005 Plan will continue in
effect until June 2015 unless terminated sooner. As of June 30, 2007, 135,000
stock options awarded under the 2005 Plan are vested and eligible for
exercise.
On
January 1, 2006, the Company adopted Statement of Financial Accounting Standards
No. 123 (revised 2004), “Share-Based Payments” (“SFAS 123R”), requiring
recognition of expense related to the fair value of stock option awards. The
Company recognizes the cost of the share-based awards on a straight-line basis
over the requisite service period of the award. Prior to January 1, 2006, the
Company accounted for stock option plans under the recognition and measurement
provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock
Issued to Employees” (“APB 25”) and related interpretations, as permitted by
Statement of Financial Accountant Standard No. 123, “Accounting for Stock-Based
Compensation” (“SFAS 123”). Under SFAS 123R, compensation cost recognized during
the second quarter of 2007 and 2006 includes: (a) compensation cost for all
share-based payments granted prior to, but not yet vested as of January 1,
2006,
based on the grant date fair value estimated in accordance with the original
provisions of SFAS 123, and (b) compensation cost for all share-based payments
granted subsequent to January 1, 2006, based on the grant-date fair value
estimated in accordance with the provisions of FAS 123R. The Company recorded
total non-cash stock compensation expense of approximately $67,000 and $73,000,
related to unvested restricted stock under SFAS 123R for the three months ended
June 30, 2007 and 2006, respectively. For the six-month periods ended June
30,
2007 and 2006 the Company recorded total non-cash stock compensation expense
of
approximately $134,000 and $148,000, respectively. The Company incurred no
compensation expense related to options under SFAS 123R for the periods ended
June 30, 2007 and 2006.
As
of
January 1, 2006, the Company had no unvested stock options that would have
been
affected by the implementation of FAS 123R. For this reason, the implementation
of this standard had no effect on the Company’s income statement or earnings per
share for the three- and six-month periods ended June 30, 2007.
5
We
will
continue to estimate the fair value of our option awards granted after January
1, 2006, using a Black-Scholes option pricing model. The expected life of the
options granted is management’s estimate and represents the period of time that
options granted are expected to be outstanding. We currently do not pay
dividends. Volatility is based on the historical volatility of our stock price.
The risk-free interest rate for periods within the contractual life of the
option is based on the U.S. Treasury yield curve in effect at the time of grant.
No options were granted during the periods ended June 30, 2007 or
2006.
Outstanding
options, consisting of incentive and non-qualified stock options, generally
vest
and become exercisable over a three- to five-year period from the date of grant.
Other options granted are immediately vested, but are subject to lock-up
provisions that do not permit the recipient from selling the shares until the
lock-up expires, which is generally staggered over a three- to five-year period.
The outstanding options generally expire ten years from date of grant or upon
retirement from the Company, respectively, and are contingent upon continued
employment during the applicable ten-year period.
A
summary
of the status of stock option grants as of June 30, 2007, and changes during
the
six months ended June 30, 2007, is presented below:
|
Weighted
|
|||||||
|
Average
|
|||||||
|
Options
|
Exercise
Price
|
||||||
|
Outstanding
at December 31, 2006
|
1,673,750
|
$
|
7.36
|
||||
|
Granted
|
--
|
--
|
|||||
|
Exercised
|
47,243
|
$
|
7.78
|
||||
|
Forfeited
|
(2,757
|
)
|
$
|
7.40
|
|||
|
Outstanding
at June 30, 2007
|
1,623,750
|
$
|
7.35
|
||||
|
Options
exercisable at June 30, 2007
|
1,623,750
|
$
|
7.35
|
||||
The
following table summarizes information about stock options outstanding as of
June 30, 2007:
|
Weighted
|
|||||||||||||
|
Remaining
Life
|
Average
|
||||||||||||
|
Exercise
Price Range
|
Outstanding
|
Exercisable
|
In
Years
|
Exercise
Price
|
|||||||||
|
$5.35
- $ 8.35
|
1,203,750
|
1,203,750
|
6.1
|
$6.44
|
|||||||||
|
$8.36
- $10.00
|
420,000
|
420,000
|
6.2
|
$9.94
|
|||||||||
|
Total
|
1,623,750
|
1,623,750
|
6.1
|
$7.35
|
|||||||||
The
fair
value of unvested shares is determined based on the market price of our shares
on the grant date. As of June 30, 2007 and 2006, there were no unvested shares
and no unrecognized compensation cost related to unvested stock
options.
In
April
2003, the Company granted 500,000 shares of restricted stock to Warren B.
Kanders, the Executive Chairman of the Board. The shares vest over ten years
or
earlier upon the satisfaction of various conditions including performance based
conditions relating to the price of the Company's common stock. Under the
provisions of APB Opinion 25, the Company recognized compensation expense for
this award over the vesting period. Compensation expense was re-measured on
a
quarterly basis based upon the current market value of the underlying stock
at
the end of the period. Under the provisions of FAS 123R, compensation expense
is
measured based on the fair value of the award at the date of grant and is
recognized over the requisite service period of ten years resulting in a charge
of $67,000 and $134,000, respectively, for the three- and six-month periods
ended June 30, 2007, respectively.
NOTE
5. COMPREHENSIVE INCOME (LOSS)
The
Company utilizes SFAS No. 130 "Reporting Comprehensive Income." SFAS No. 130
establishes standards for reporting and presentation of comprehensive income
(loss) and its components of net income (loss) and "Other Comprehensive Income
(Loss)." "Other Comprehensive Income (Loss)" refers to revenues, expenses and
gains and losses that are not included in net income (loss) but rather are
recorded directly in stockholders' equity. The components of comprehensive
income (loss) for the three and six months ended June 30, 2007 and 2006 were
as
follows:
|
THREE
MONTHS ENDED JUNE 30,
|
SIX
MONTHS ENDED JUNE 30,
|
||||||||||||
|
2007
|
2006
|
2007
|
2006
|
||||||||||
|
(in
thousands)
|
|||||||||||||
|
Net
income/(loss)
|
$
|
81
|
$
|
(24
|
)
|
$
|
283
|
$
|
(1,406
|
)
|
|||
|
(Increase)/decrease
in unrealized loss on marketable securities
|
(15
|
)
|
(15
|
)
|
(25
|
)
|
22
|
||||||
|
Comprehensive
income/(loss)
|
$
|
66
|
$
|
(39
|
)
|
$
|
258
|
$
|
(1,384
|
)
|
|||
6
NOTE
6. CONTINGENCIES
We
are
not a party to nor are any of our properties subject to any pending legal,
administrative or judicial proceedings other than routine litigation incidental
to our business.
NOTE
7. NEW ACCOUNTING PRONOUCEMENTS
In
February 2007, the FASB issued Statement of Financial Accounting Standards
No.
159, “The Fair Value Option for Financial Assets and Financial Liabilities -
Including an Amendment of FASB No. 115,” (“SFAS 159”). SFAS 159 allows a company
to irrevocably elect fair value as the initial and subsequent measurement
attribute for certain financial assets and financial liabilities on a
contract-by-contract basis, with changes in fair value recognized in earnings.
SFAS No. 159 is effective for fiscal years beginning after November 15, 2007
and
will be applied prospectively. The Company is currently evaluating the effect
of
the adoption of SFAS 159 will have on its consolidated financial
statements.
Effective
January 1, 2007, we adopted the Financial Accounting Standards Board (FASB)
Interpretation No. (FIN) 48, “Accounting for Uncertainty in Income Taxes - an
interpretation of FASB Statement No. 109,” or FIN 48, which clarifies the
accounting for uncertainty in income taxes recognized in
an enterprise’s financial statements in accordance with
SFAS No. 109, “Accounting for Income Taxes.”
FIN 48 prescribes a recognition threshold
and measurement attribute for the financial
statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. FIN 48 also provides guidance on
derecognition, classification, interest and
penalties, accounting in interim periods,
disclosure and transition. There was
no change to the net amount of
assets and liabilities recognized in the statement of financial
condition as a result of our adoption of FIN 48.
The
following disclosures, which are generally
not required in interim period financial
statements, are included herein as a result of our adoption of FIN 48 as of
January 1, 2007. We file income tax returns in the United
States federal jurisdiction and in various state jurisdictions.
With few exceptions, we are no longer subject to
federal, state and local income tax examinations
by tax authorities for years prior to
2003. At January 1, 2007, we had no unrecognized tax benefits.
In
September 2006, the FASB issued Statement of Financial Accounting Standards
(SFAS) 157, “Fair Value Measurements,” (SFAS 157”). SFAS 157 defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles and expands disclosures about fair value measurements.
SFAS 157 is effective for fiscal years beginning after November 15, 2007 and
interim periods within those fiscal years. The Company is currently evaluating
the effect of the adoption of SFAS 157 will have on its consolidated financial
statements.
NOTE
8. RELATED PARTY TRANSACTIONS
In
September 2003, the Company and Kanders & Company, Inc. (“Kanders &
Company”), an entity owned and controlled by the Company's Executive Chairman,
Warren B. Kanders, entered into a 15-year lease with a five-year renewal option,
as co-tenants to lease approximately 11,500 square feet in Stamford,
Connecticut. The Company and Kanders & Company have initially agreed to
allocate the total lease payments of $33,542 per month on the basis of Kanders
& Company renting 2,900 square feet for $8,386 per month, and the Company
renting 8,600 square feet for $25,156 per month, which are subject to increases
during the term of the lease. Rent expense is recognized on a straight line
basis. The lease provides the co-tenants with an option to terminate the lease
in years eight and ten in consideration for a termination payment. The Company
and Kanders & Company agreed to pay for their proportionate share of the
build-out construction costs, fixtures, equipment and furnishings related to
preparation of the space. In connection with the lease, the Company obtained
a
stand-by letter of credit in the amount of $850,000 to secure lease obligations
for the Stamford facility. Kanders & Company reimburses the Company for a
pro rata portion of the approximately $5,000 annual cost of the letter of
credit.
The
Company provides certain telecommunication, administrative and other office
services as well as accounting and bookkeeping services to Kanders & Company
that are reimbursed by Kanders & Company. Such services aggregated $60,400
during the quarter ended June 30, 2007 and $10,500 during the quarter ended
June
30, 2006. For the six month periods ended June 30, 2007 and 2006, respectively,
such services aggregated $142,400 and $20,700, respectively.
As
of
June 30, 2007, the Company had a receivable of $60,400 from Kanders &
Company. The amount due from Kanders & Company is included in prepaids and
other current assets in the accompanying consolidated balance sheet. The
outstanding amount was paid in July 2007. As of June 30, 2006, the Company
had
an outstanding receivable of $20,600 to Kanders & Company. The outstanding
amount was paid in July 2006.
The
Company provides certain telecommunication, administrative and other office
services to Stamford Industrial Group, Inc., formerly known as Net Perceptions,
Inc. (“SIG”) that are reimbursed by SIG. Warren B. Kanders, our Executive
Chairman, also serves as the Non-Executive Chairman of SIG. Such services
aggregated $16,300 during the quarter ended June 30, 2007 and $5,300 during
the
quarter ended June 30, 2006. For the six month period ended June 30, 2007 and
2006, respectively, such services aggregated $55,200 and $5,700, respectively.
7
As
of
June 30, 2007, the Company had outstanding a receivable of $53,700 from SIG.
The
amount due from SIG is included in prepaids and other current assets in the
accompanying consolidated balance sheet. The outstanding amount was paid in
July
and August 2007. As of June 30, 2006, the Company had outstanding a receivable
of $5,300 from SIG. The outstanding amount was paid by SIG in July 2006.
During
the three- and six-month periods ended June 30, 2007, the Company incurred
no
charges to Kanders Aviation LLC, an affiliate of the Company’s Executive
Chairman, Warren B. Kanders, relating to aircraft travel by directors and
officers of the Company for potential redeployment transactions, pursuant the
Transportation Services Agreement, dated December 18, 2003 between the Company
and Kanders Aviation LLC. For the three- and six-month periods ended June 30,
2006, the Company incurred charges of approximately $42,300 for payments to
Kanders Aviation LLC.
In
the
opinion of management, the rates, terms and considerations of the transactions
with the related parties described above approximate those that the Company
would have received in transactions with unaffiliated parties.
The
Board
of Directors has a general practice of requiring directors interested in a
transaction not to participate in deliberations or to vote upon transactions
in
which they have an interest, and to be sure that transactions with directors,
executive officers and major shareholders are on terms that align the interests
of the parties to such agreements with the interests of the
stockholders.
NOTE
9. NET OPERATING LOSS AND CAPITAL LOSS CARRYFORWARD EXPIRATION
At
June
30, 2007, the Company has net operating loss, research and experimentation
credit and alternative minimum tax credit carryforwards for U.S. federal income
tax purposes of approximately $228.5 million, $1.3 million and $53,000,
respectively, which expire in varying amounts beginning in the year 2009. The
Company also has a capital loss carryforward of $14.0 million which expires
in
varying amounts in 2007 and 2008. The Company's ability to benefit from certain
net operating loss and tax credit carryforwards is limited under Section 382
of
the Internal Revenue Code due to a prior ownership change of greater than 50%.
Accordingly, approximately $222.9 million of the $228.5 million of U.S. net
operating loss carryforward is currently available to offset taxable income
that
the Company may recognize in the future. Of the approximately $222.9 million
of
net operating losses available to offset taxable income, approximately $206.4
million does not begin to expire until 2020 or later, subject to compliance
with
Section 382 of the Internal Revenue Code.
8
NET
OPERATING LOSS AND CAPITAL LOSS CARRYFORWARD EXPIRATION
DATES*
(UNAUDITED)
JUNE
30, 2007
|
Expiration
Dates
December
31
|
Net
Operating Loss Amount(000’s)
|
Capital
Loss Amount(000’s)
|
|||||
|
2007
|
$
|
-
|
$
|
12,435
|
|||
|
2008
|
-
|
1,599
|
|||||
|
2009
|
2,027
|
||||||
|
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
|
228,545
|
14,034
|
|||||
|
Section
382 limitation
|
(5,693
|
)
|
-
|
||||
|
After
Limitations
|
$
|
222,852
|
$
|
14,034
|
|||
*Subject
to compliance with Section 382 of the Internal Revenue Code.
9
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF
OPERATIONS
FORWARD-LOOKING
STATEMENTS
This
report contains certain forward-looking statements, including information about
or related to our future results, certain projections and business trends.
Assumptions relating to 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.
When
used in this report, the words "estimate," "project," "intend," "believe,"
"expect" and similar expressions are intended to identify forward-looking
statements. Although we believe that our assumptions underlying the
forward-looking statements are reasonable, any or all of the assumptions could
prove inaccurate, and we may not realize the results contemplated by the
forward-looking statements. Management decisions are subjective in many respects
and susceptible to interpretations and periodic revisions based upon actual
experience and business developments, the impact of which may cause us to alter
our business strategy or capital expenditure plans that may, in turn, affect
our
results of operations. In light of the significant uncertainties inherent in
the
forward-looking information included in this report, you should not regard
the
inclusion of such information as our representation that we will achieve any
strategy, objectives or other plans. The forward-looking statements contained
in
this report speak only as of the date of this report, and we have no obligation
to update publicly or revise any of these forward-looking statements.
These
and
other statements, which are not historical facts, are based largely upon our
current expectations and assumptions and are subject to a number of risks and
uncertainties that could cause actual results to differ materially from those
contemplated by such forward-looking statements. These risks and uncertainties
include, among others, our planned effort to redeploy our assets and use our
substantial cash, cash equivalents and marketable securities to enhance
stockholder value following the sale of substantially all of our electronic
commerce business, which represented substantially all of our revenue generating
operations and related assets, and the risks and uncertainties as set forth
in
"Risk Factors" found in Part I, Item 1A of our Annual Report on Form 10-K for
the fiscal year ended December 31, 2006 and described below.
We
cannot
assure you that we will be successful in our efforts to redeploy our assets
or
that any such redeployment will result in Clarus’ future profitability. Our
failure to redeploy our assets could have a material adverse effect on the
market price of our common stock and our business, financial condition and
results of operations.
OVERVIEW
AS
PART OF OUR PREVIOUSLY ANNOUNCED STRATEGY TO LIMIT OPERATING LOSSES AND ENABLE
THE COMPANY TO REDEPLOY ITS ASSETS AND USE ITS SUBSTANTIAL CASH, CASH
EQUIVALENTS AND MARKETABLE SECURITIES TO ENHANCE STOCKHOLDER VALUE, ON DECEMBER
6, 2002 WE SOLD SUBSTANTIALLY ALL OF OUR ELECTRONIC COMMERCE BUSINESS, WHICH
REPRESENTED SUBSTANTIALLY ALL OF OUR REVENUE-GENERATING OPERATIONS AND RELATED
ASSETS. THE INFORMATION APPEARING BELOW, WHICH RELATES TO PRIOR PERIODS, IS
THEREFORE NOT INDICATIVE OF THE RESULTS THAT MAY BE EXPECTED FOR ANY SUBSEQUENT
PERIOD. RESULTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2007 PRIMARILY REFLECTS,
AND ANY FUTURE PERIODS PRIOR TO A REDEPLOYMENT OF OUR ASSETS ARE EXPECTED TO
PRIMARILY REFLECT, GENERAL AND ADMINISTRATIVE EXPENSES AND TRANSACTION EXPENSES
ASSOCIATED WITH THE CONTINUING ADMINISTRATION OF THE COMPANY AND ITS EFFORTS
TO
REDEPLOY ITS ASSETS.
CRITICAL
ACCOUNTING POLICIES AND USE OF ESTIMATES
The
Company's discussion of financial condition and results of operations is based
on the consolidated financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States of America.
The preparation of these consolidated financial statements require management
to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent liabilities at the date of the
consolidated financial statements. Estimates also affect the reported amounts
of
revenues and expenses during the reporting periods. The Company continually
evaluates its estimates and assumptions including those related to revenue
recognition, allowance for doubtful accounts, impairment of long-lived assets,
impairment of investments, and contingencies and litigation. The Company bases
its estimates on historical experience and other assumptions that are believed
to be reasonable under the circumstances. Actual results could differ from
these
estimates.
The
Company believes the following critical accounting policies include the more
significant estimates and assumptions used by management in the preparation
of
its consolidated financial statements. Our accounting policies are more fully
described in Note 1 of our consolidated financial statements included in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
-
The
Company accounts for its marketable securities under the provisions of Statement
of Financial Accounting Standards ("SFAS") No.
115,
"Accounting for Certain Investments in Debt and Equity Securities". Pursuant
to
the provisions of SFAS No. 115, the Company
has classified its marketable securities as available-for-sale.
Available-for-sale securities have been recorded at fair value and related
unrealized gains and losses have been excluded from earnings and are reported
as
a separate component of accumulated other comprehensive income (loss) until
realized.
10
-
The
Company accounts for income taxes pursuant to Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). Under the asset
and liability method specified thereunder, deferred taxes are determined based
on the difference between the financial reporting and tax bases of assets and
liabilities. Deferred tax liabilities are offset by deferred tax assets relating
to net operating loss carryforwards, tax credit carryforwards and deductible
temporary differences. Recognition of deferred tax assets is based on
management’s belief that it is more likely than not that the tax benefit
associated with temporary differences and operating and capital loss
carryforwards will be utilized. A valuation allowance is recorded for those
deferred tax assets for which it is more likely than not that the realization
will not occur.
SOURCES
OF REVENUE
Prior
to
the December 6, 2002 sale of substantially all of the Company's revenue
generating operations and assets, the Company's revenue consisted of license
fees and services fees. License fees were generated from the licensing of the
Company's suite of software products. Services fees were generated from
consulting, implementation, training, content aggregation and maintenance
support services. Following the sale of substantially all of the Company's
operating assets, the Company's revenue consisted solely of the recognition
of
deferred services fees that were recognized ratably over the maintenance term
of
the license agreements for our prior suite of software products. The remaining
deferred revenue was fully recognized by September 30, 2004 upon expiration
of
the maintenance term.
Until
a
redeployment of the Company's assets occurs, the Company's principal income
will
consist of interest, dividend and other investment income from short-term
investments, which is reported as interest income in the Company's statement
of
operations.
OPERATING
EXPENSES
General
and administrative expense includes salaries and employee benefits, rent,
insurance, legal, accounting and other professional fees, state and local non
income based taxes, board of director fees as well as public company expenses
such as transfer agent and listing fees and expenses.
Transaction
expense consists primarily of professional fees and expenses related to due
diligence, negotiation and documentation of acquisition, financing and related
agreements.
RESULTS
OF OPERATIONS - COMPARISON OF THE THREE AND SIX MONTHS ENDED JUNE 30, 2007
AND
2006
On
December 6, 2002, the Company completed the disposition of substantially all
its
operating assets, and the Company is now evaluating alternative ways to redeploy
its cash, cash equivalents and marketable securities into new businesses. The
discussion below is therefore not meaningful to an understanding of future
revenue, earnings, operations, business or prospects of the Company following
such a redeployment of its assets.
GENERAL
AND ADMINISTRATIVE
General
and administrative expenses increased $73,000, or 9%, to $899,000 during the
quarter ended June 30, 2007, compared to $826,000 during the quarter ended
June
30, 2006. The increase in general and administrative expense for the quarter
ended June 30, 2007 compared to the quarter ended June 30, 2006 was primarily
attributable to increases in employment compensation, rent and franchise taxes
offset by decreases in investment custody fees and other professional fees.
General and administrative expenses decreased $24,000, or 1%, to $1,683,000
during the six-month period ended June 30, 2007 compared to $1,707,000 during
the same period in 2006. The decrease in general and administrative expense
for
the six months ended June 30, 2007 was primarily attributable to decreases
in
accounting fees, investment custody fees, stock administrative fees and
franchise taxes offset by increases in employment compensation and other
professional fees. This trend is consistent with management's intention to
maintain our expenditure rate, to the extent practicable, near the level of
our
investment income until the completion of an acquisition or merger. General
and
administrative expense includes salaries and employee benefits, rent, insurance,
legal, accounting and other professional fees, state and local non income based
taxes, board of director fees as well as public company expenses such as
transfer agent and listing fees and expenses.
TRANSACTION
EXPENSES
Transaction
expenses decreased $100,000, or 93%, to $8,000 during the quarter ended June
30,
2007, compared to $108,000 during the quarter ended June 30, 2006, arising
out
of an acquisition, negotiation and due diligence process that terminated without
the consummation of the acquisition. Transaction expenses decreased $1.38
million, or 99%, to $8,000 for the six month period ended June 30, 2007 compared
to $1.4 million during the six-month period ended June 30, 2006.
Transaction
expenses represent the costs incurred during due diligence and negotiation
of
potential acquisitions, such as legal, accounting, appraisal and other
professional fees and related expenses.
11
DEPRECIATION
EXPENSE
Depreciation
expense increased $6,000, or 7%, to $91,000 in the three months ended June
30,
2007, compared to $85,000 in the same period ended June 30, 2006. For the six
months ended June 30, 2007, depreciation expense increased $8,000, or 5%, to
$181,000, compared to $173,000 in the same period ended June 30, 2006. The
increase is primarily attributable to additional depreciation for office
equipment.
OTHER
INCOME
For
the
quarter ended June 30, 2007, the Company did not record any gains or losses
as
compared to the quarter ended June 30, 2006 when the Company recorded a gain
of
less than $1,000 from foreign currency fluctuations. During the six months
ended
June 30, 2007, the Company recorded a loss from the disposal of equipment
compared to the six months ended June 30, 2006 when the Company recorded gains
and losses that offset.
INTEREST
INCOME
Interest
income increased $85,000, or 9%, to $1.1 million for the quarter ended June
30,
2007 from $1.0 million in the quarter ended June 30, 2006. Interest income
for
the quarters ended June 30, 2007 and 2006, includes $0.9 million and $0.7
million in discount accretion and premium amortization, respectively. The
increase in interest income was due primarily to higher rates of return on
investments. The weighted average interest rate for our investments for the
three-month period ended June 30, 2007 was 5.12% compared to 4.81% for same
period in 2006.
During
the six months ended June 30, 2007, interest income increased $294,000, or
16%,
to $2.2 million from $1.9 million during the six months ended June 30, 2006.
Interest income for the six-month period ended June 30, 2007 and 2006, includes
$1.6 million and $1.2 million in discount accretion and premium amortization,
respectively. The increase in interest income was due to an increase in the
yields that we received on our cash, cash equivalent assets and marketable
securities. The weighted average interest rate for our investments for the
six
months ended June 30, 2007 was 5.13% compared to 4.50% for same period in 2006.
The
current earnings rate as of June 30, 2007 is 5.08%.
INCOME
TAXES
As
a
result of the operating losses incurred since the Company's inception, no
provision or benefit for income taxes was recorded during the quarters ended
June 30, 2007 and 2006, respectively.
LIQUIDITY
AND CAPITAL RESOURCES
The
Company's cash and cash equivalents increased to $14.2 million at June 30,
2007
from $1.7 million at December 31, 2006. Marketable securities decreased to
$71.1
million at June 30, 2007 from $82.6 million at December 31, 2006. The overall
combined increase of $0.9 million in cash and cash equivalents and marketable
securities is primarily due to increase in net income, proceeds from the
exercise of stock options and a decrease in operating expenses for the six-month
period ended June 30, 2007.
Cash
used
by operating activities was approximately $0.9 million during the six months
ended June 30, 2007 compared to cash provided by operating activities of
approximately $0.5 million during the six months ended June 30, 2006. The
decrease in cash provided by operations was primarily attributable to the
Company's higher net income offset by an increase in discount amortization
and
an increase in deferred rent and non-cash items.
Cash
provided by investing activities was approximately $13.0 million during the
six
months ended June 30, 2007. The cash was provided primarily by the maturity
of
marketable securities partially offset by the purchase of marketable securities.
Cash used by investing activities was approximately $17.5 million during the
six
months ended June 30, 2006. The cash was used primarily for the purchase of
marketable securities partially offset by the maturity of marketable securities.
Capital expenditures were $39,000 for the six-month period ended June 30, 2007
compared to $4,000 for the same period in 2006.
Cash
provided by financing activities was $0.4 million for the six months ended
June
30, 2007. There was no cash provided by or used in financing activities during
the six months ended June 30, 2006. The cash provided by financing activities
during the six months ended June 30, 2007 was attributable to proceeds from
the
exercise of stock options. There were no stock option exercises during the
six
months ended June 30, 2006.
At
June
30, 2007, the Company has net operating loss, research and experimentation
credit and alternative minimum tax credit carryforwards for U.S. federal income
tax purposes of approximately $228.5 million, $1.3 million and $53,000,
respectively, which expire in varying amounts beginning in the year 2009. The
Company also has a capital loss carryforward of $14.0 million which expires
in
varying amounts beginning in the year 2007. The Company's ability to benefit
from certain net operating loss and tax credit carryforwards is limited under
section 382 of the Internal
Revenue Code due to a prior ownership change of greater than 50%. Accordingly,
approximately $222.9 million of the $228.5 million of U.S. net operating loss
carryforward is currently available to offset taxable income that the Company
may recognize in the future. Of the approximately $222.9 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.
12
We
do not
hold derivative finanacial investments, derivative commodity investments, engage
in foreign currency hedging or other transactions that expose us to material
market risk.
ITEM
4. PROCEDURES AND CONTROLS
Evaluation
of Disclosure Controls and Procedures
The
Company's management carried out an evaluation, under the supervision and with
the participation of the Company's Executive Chairman of the Board of Directors
and Chief Financial Officer, its principal executive officer and principal
financial officer, respectively of the effectiveness of the design and operation
of the Company's disclosure controls and procedures (as such term is defined
in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2007,
pursuant to Exchange Act Rule 13a-15. Such disclosure controls and procedures
are designed to ensure that information required to be disclosed by the Company
is accumulated and communicated to the appropriate management on a basis that
permits timely decisions regarding disclosure. Based upon that evaluation,
the
Company's Executive Chairman of the Board of Directors and Chief Financial
Officer concluded that the Company's disclosure controls and procedures as
of
June 30, 2007 are effective.
Changes
in Internal Control over Financial Reporting
There
have not been any changes in the Company’s internal control over financial
reporting that have come to management’s attention during the second quarter
ended June 30, 2007 evaluation that have materially affected, or are reasonably
likely to materially affect the Company’s internal control over financial
reporting.
13
PART
II. OTHER INFORMATION
There
are
no material changes to the risk factors disclosed in the factors discussed
in
“Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form
10-K for the year ended December 31, 2006, which could materially affect
the Company’s business, financial condition or future results. The risks
described in the Company’s Annual Report on Form 10-K are not the only risks
facing the Company. Additional risks and uncertainties not currently known
to
the Company or that the Company currently deems to be immaterial also may
materially adversely affect the Company’s business, financial condition and/or
operating results.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
We
held
our annual meeting of stockholders on June 21, 2007. Of the 16,651,747 shares
of
common stock entitled to vote at the meeting, 15,577,848 shares of common stock
were present in person or by proxy and entitled to vote. Such number of shares
represented approximately 93.55% of our outstanding shares of common stock.
Listed below is the matter voted upon at our Annual Meeting of Stockholders
and
the voting results:
|
FOR
|
WITHHELD
|
|||
|
Election
of Directors:
|
||||
|
Burtt
R. Ehrlich
|
15,520,413
|
57,435
|
||
|
Donald
L. House
|
15,520,118
|
57,730
|
||
|
Warren
B. Kanders
|
14,244,383
|
1,333,465
|
||
|
Nicholas
Sokolow
|
15,548,688
|
29,160
|
ITEM
6. EXHIBITS
|
Exhibit
Number
|
Exhibit
|
|
31.1
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
of Principal Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
32.2
|
Certification
of Principal Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
14
SIGNATURE
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| CLARUS CORPORATION | ||
| |
|
|
| Date: August 8, 2007 | By: | /s/ Warren B. Kanders |
|
Warren
B. Kanders,
Executive
Chairman of the Board of Directors
(Principal
Executive Officer)
|
||
| By: | /s/ Philip A. Baratelli | |
|
Philip
A. Baratelli,
Chief
Financial Officer
(Principal
Financial Officer)
|
||
15
EXHIBIT
INDEX
|
Number
|
Exhibit
|
|
31.1
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
of Principal Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
32.2
|
Certification
of Principal Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
16