Clarus Corp - Quarter Report: 2009 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, 2009
or
¨ 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
CLARUS
CORPORATION
(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
¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). YES ¨ NO
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, 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 ¨ Accelerated
filer x Non-accelerated
filer ¨
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) YES ¨ NO
x
As of
July 27, 2009, there were outstanding 17,366,747 shares of Common Stock, par
value $0.0001.
INDEX
CLARUS
CORPORATION
|
Page
|
||||
|
PART I
|
FINANCIAL INFORMATION
|
|||
|
Item
1.
|
Financial
Statements
|
|||
|
Condensed
Consolidated Balance Sheets - June 30, 2009 (unaudited) and December 31,
2008
|
1
|
|||
|
Condensed
Consolidated Statements of Operations (unaudited) - Three and six months
ended June 30, 2009 and 2008
|
2
|
|||
|
Condensed
Consolidated Statements of Cash Flows (unaudited) - Six months ended June
30, 2009 and 2008
|
3
|
|||
|
Notes
to Unaudited Condensed Consolidated Financial Statements - June 30,
2009
|
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
5.
|
Other Matters |
15
|
||
|
Item
6.
|
Exhibits
|
15
|
||
|
SIGNATURES
|
15
|
|||
|
EXHIBIT
INDEX
|
16
|
|||
PART
I. FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
CLARUS
CORPORATION
CONDENSED
CONSOLIDATED BALANCE SHEETS
(IN
THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
|
JUNE
30,
|
DECEMBER
31,
|
|||||||
|
2009
|
2008
|
|||||||
|
(unaudited)
|
||||||||
|
ASSETS
|
||||||||
|
CURRENT
ASSETS:
|
||||||||
|
Cash
and cash equivalents
|
$ | 65,676 | $ | 19,342 | ||||
|
Marketable
securities
|
18,614 | 66,670 | ||||||
|
Interest
receivable
|
23 | 24 | ||||||
|
Prepaids
and other current assets
|
179 | 109 | ||||||
|
Total
current assets
|
84,492 | 86,145 | ||||||
|
PROPERTY
AND EQUIPMENT, NET
|
860 | 1,032 | ||||||
|
TOTAL
ASSETS
|
$ | 85,352 | $ | 87,177 | ||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
|
CURRENT
LIABILITIES:
|
||||||||
|
Accounts
payable and accrued liabilities
|
$ | 125 | $ | 383 | ||||
|
Total
current liabilities
|
125 | 383 | ||||||
|
LONG-TERM
LIABILITIES:
|
||||||||
|
Deferred
rent
|
421 | 410 | ||||||
|
Total
liabilities
|
546
|
793 | ||||||
|
STOCKHOLDERS'
EQUITY:
|
||||||||
|
Preferred
stock, $.0001 par value; 5,000,000 shares authorized; none
issued
|
— | — | ||||||
|
Common
stock, $.0001 par value; 100,000,000 shares authorized; 17,441,747 shares
issued and 17,366,747 outstanding in 2009 and 2008,
respectively
|
2 | 2 | ||||||
|
Additional
paid-in capital
|
370,847 | 370,504 | ||||||
|
Accumulated
deficit
|
(286,045 | ) | (284,523 | ) | ||||
|
Treasury
stock, at cost
|
(2 | ) | (2 | ) | ||||
|
Accumulated
other comprehensive income
|
4 | 403 | ||||||
|
Total
stockholders' equity
|
84,806 | 86,384 | ||||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 85,352 | $ | 87,177 | ||||
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,
|
|||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
|
REVENUES:
|
$ |
—
|
$ | — | $ | — | $ | — | ||||||||
|
Total
revenues
|
— | — | — | — | ||||||||||||
|
OPERATING
EXPENSES:
|
||||||||||||||||
|
General
and administrative
|
1,030 | 1,253 | 1,953 | 2,403 | ||||||||||||
|
Depreciation
|
88 | 89 | 177 | 178 | ||||||||||||
|
Total
operating expenses
|
1,118 | 1,342 | 2,130 | 2,581 | ||||||||||||
|
OPERATING
LOSS
|
(1,118 | ) | (1,342 | ) | (2,130 | ) | (2,581 | ) | ||||||||
|
INTEREST
INCOME
|
197 | 559 | 608 | 1,381 | ||||||||||||
|
NET
LOSS
|
$ | (921 | ) | $ | (783 | ) | $ | (1,522 | ) | $ | (1,200 | ) | ||||
|
Loss
per common share:
|
||||||||||||||||
|
Basic
|
$ | (0.05 | ) | $ | (0.05 | ) | $ | (0.09 | ) | $ | (0.07 | ) | ||||
|
Diluted
|
$ | (0.05 | ) | $ | (0.05 | ) | $ | (0.09 | ) | $ | (0.07 | ) | ||||
|
Weighted
average shares outstanding:
|
||||||||||||||||
|
Basic
|
16,867 | 16,867 | 16,867 | 16,867 | ||||||||||||
|
Diluted
|
16,867 | 16,867 | 16,867 | 16,867 | ||||||||||||
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,
|
||||||||
|
2009
|
2008
|
|||||||
|
OPERATING
ACTIVITIES:
|
||||||||
|
Net
loss
|
$ | (1,522 | ) | $ | (1,200 | ) | ||
|
Adjustments
to reconcile net loss to net cash used in Operating
activities:
|
||||||||
|
Depreciation
on property and equipment
|
177 | 178 | ||||||
|
Amortization
of equity compensation plans
|
343 | 397 | ||||||
|
Amortization
of discount on securities, net
|
(436 | ) | (976 | ) | ||||
|
Loss
on disposal of equipment
|
1 | — | ||||||
|
Changes
in operating assets and liabilities:
|
||||||||
|
Increase
in interest receivable, prepaids and other current assets
|
(69 | ) | (6 | ) | ||||
|
Decrease
in accounts payable and accrued liabilities
|
(258 | ) | (190 | ) | ||||
|
Increase
in deferred rent
|
11 | 34 | ||||||
|
NET
CASH USED IN OPERATING ACTIVITIES
|
(1,753 | ) | (1,763 | ) | ||||
|
INVESTING
ACTIVITIES:
|
||||||||
|
Purchases
of marketable securities
|
(18,605 | ) | (76,293 | ) | ||||
|
Proceeds
from maturity of marketable securities
|
66,698 | 53,100 | ||||||
|
Purchase
of property and equipment
|
(6 | ) | (1 | ) | ||||
|
NET
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
|
48,087 | (23,194 | ) | |||||
|
FINANCING
ACTIVITIES:
|
||||||||
|
Proceeds
from the exercises of stock options
|
— | — | ||||||
|
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
— | — | ||||||
|
CHANGE
IN CASH AND CASH EQUIVALENTS
|
46,334 | (24,957 | ) | |||||
|
CASH
AND CASH EQUIVALENTS, Beginning of Period
|
19,342 | 41,886 | ||||||
|
CASH
AND CASH EQUIVALENTS, End of Period
|
$ | 65,676 | $ | 16,929 | ||||
|
SUPPLEMENTAL
DISCLOSURE:
|
||||||||
|
Cash
paid for franchise and property taxes
|
$ | 220 | $ | 327 | ||||
SEE
ACCOMPANYING NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS.
3
CLARUS
CORPORATION
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2009
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, 2009 and 2008, 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, 2009 are not necessarily indicative of the results to be obtained for
the year ending December 31, 2009. The Company has evaluated subsequent events
through the filing date. 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, 2008, filed with the Securities and Exchange
Commission.
NOTE
2. ASSET REDEPLOYMENT STRATEGY
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 did not incur any transaction expenses in the three and six months ended
June 30, 2009 and 2008. 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
(loss) per share attributable to common stockholders is computed by dividing the
net (loss) attributable to common stockholders by the weighted average number of
shares of common stock outstanding for each period. Diluted net (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 (loss) per share attributable to
common stockholders if their effect is anti-dilutive.
For the
three and six months ended June 30, 2009, basic net loss per share attributable
to common stockholders is the same as diluted net loss per share attributable to
common stockholders because all potentially dilutive securities were
anti-dilutive in computing diluted net loss per share for the
period. Options to acquire 1,845,000 shares of common stock and
500,000 shares of restricted stock during the three and six months ended June
30, 2009 were outstanding, but not included in the calculation of weighted
average number of diluted shares outstanding because the option and stock grant
prices were higher than the average market price of the Company's common stock
during the period. In addition, diluted net loss per share
attributable to common stockholders excludes the potentially dilutive effect of
options to purchase 123,750 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, 2009, as their inclusion would
have been anti-dilutive because the Company incurred losses during the
periods.
4
For the
three and six months ended June 30, 2008, basic net loss per share attributable
to common stockholders is the same as diluted net loss per share attributable to
common stockholders because all potentially dilutive securities were
anti-dilutive in computing diluted net loss per share for the
period. Options to acquire 965,000 shares of common stock during the
three and six months ended June 30,
2008, 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 the
period. In addition, diluted net loss per share attributable to
common stockholders excludes the potentially dilutive effect of options to
purchase 883,750 shares of the Company's common stock and 500,000 shares of
restricted stock whose option and stock grant prices were lower than the average
market price of the Company's common stock during the three and six months ended
June 30, 2008, as their inclusion would have been anti-dilutive because the
Company incurred losses during the periods.
The
following table is a reconciliation of basic and diluted shares outstanding used
in the calculation of earnings per share:
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
|
June
30,
|
June
30,
|
|||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
|
Basic
earnings per share calculation:
|
||||||||||||||||
|
Net
loss
|
$ | (921 | ) | $ | (783 | ) | $ | (1,522 | ) | $ | (1,200 | ) | ||||
|
Weighted
average common shares – basic
|
16,867 | 16,867 | 16,867 | 16,867 | ||||||||||||
|
Basic
net loss per share
|
$ | (0.05 | ) | $ | (0.05 | ) | $ | (0.09 | ) | $ | (0.07 | ) | ||||
|
Diluted
earnings per share calculation:
|
||||||||||||||||
|
Net
loss
|
$ | (921 | ) | $ | (783 | ) | $ | (1,522 | ) | $ | (1,200 | ) | ||||
|
Weighted
average common shares – basic
|
16,867 | 16,867 | 16,867 | 16,867 | ||||||||||||
|
Effect
of dilutive stock options
|
— | — | — | — | ||||||||||||
|
Effect
of dilutive restricted stock
|
— | — | — | — | ||||||||||||
|
Weighted
average common shares diluted
|
16,867 | 16,867 | 16,867 | 16,867 | ||||||||||||
|
Diluted
net loss per share
|
$ | (0.05 | ) | $ | (0.05 | ) | $ | (0.09 | ) | $ | (0.07 | ) | ||||
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, 2009, the number of shares
authorized and reserved for issuance under the 2005 Plan is 4.8 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, 2009, 748,750 stock options have been awarded
under the plan of which 255,000 are unvested and 493,750 are vested and eligible
for exercise.
On May
28, and June 18, 2009, the Company issued 63,750 and 60,000 stock options,
respectively, under the Company’s 2005 Plan, to directors of the
Company. The options issued on May 28 were fully vested on the date
of grant and the vesting period for the options granted June 18, 2009 is
quarterly beginning June 30, 2009 over one year. For computing the
fair value of the stock-based awards,
the fair value of each option grant has been estimated as of the date of grant
using the Black-Scholes option-pricing model with the following
assumptions:
5
|
Options
Granted
|
May 28, 2009
|
June 18, 2009
|
||||||
|
Option
Vesting Period
|
Immediate
|
One
year
|
||||||
|
Grant
Price
|
$ | 4.06 | $ | 4.00 | ||||
|
Dividend
Yield
|
0.00 | % | 0.00 | % | ||||
|
Expected
volatility
|
33.83 | % | 31.51 | % | ||||
|
Risk-free
interest rate
|
0.97 | % | 2.86 | % | ||||
|
Expected
life
|
1.50
years
|
5.31
years
|
||||||
|
Weighted
average fair value
|
$ |
0.69
|
$ | 1.36 | ||||
Using
these assumptions, the fair value of the stock options granted during the period
ended June 30, 2009 was approximately $125,500 which will be amortized over the
vesting period of the options. No options were granted during the
three and six months ended June 30, 2008.
Under
SFAS 123R, the Company recorded total non-cash equity compensation expense
related to stock options and restricted stock as follows:
|
Three
Months Ended June 30,
|
Six
Months Ended June 30,
|
|||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
|
Restricted
Stock
|
$ | 67,000 | $ | 67,000 | $ | 134,000 | $ | 134,000 | ||||||||
|
Stock
Options
|
$ | 136,829 | $ | 131,250 | $ | 208,622 | $ | 262,500 | ||||||||
|
Total
|
$ | 203,829 | $ | 198,250 | $ | 342,622 | $ | 396,500 | ||||||||
A summary
of the status of stock option grants as of June 30, 2009, and changes during the
six months ended June 30, 2009, is presented below:
|
Weighted
|
||||||||
|
Average
|
||||||||
|
Options
|
Exercise
Price
|
|||||||
|
Outstanding
at December 31, 2008
|
1,908,750 | $ | 7.17 | |||||
|
Granted
|
123,750 | $ | 4.03 | |||||
|
Exercised
|
— | — | ||||||
|
Forfeited/Expired
|
(63,750 | ) | $ | 5.99 | ||||
|
Outstanding
at June 30, 2009
|
1,968,750 | $ | 7.04 | |||||
|
Options
exercisable at June 30, 2009
|
1,713,750 | $ | 7.22 | |||||
The
following table summarizes information about stock options outstanding as of
June 30, 2009:
|
Weighted
|
||||||||||||||||
|
Remaining
Life
|
Average
|
|||||||||||||||
|
Exercise
Price Range
|
Outstanding
|
Exercisable
|
In
Years
|
Exercise
Price
|
||||||||||||
|
$3.85
- $ 4.07
|
123,750 | 78,750 | 6.4 | $ | 4.03 | |||||||||||
|
$4.08
- $10.00
|
1,845,000 | 1,635,000 | 6.3 | $ | 7.25 | |||||||||||
|
Total
|
1,968,750 | 1,713,750 | 6.3 | $ | 7.04 | |||||||||||
The fair
value of unvested options is determined based on the closing market price of our
shares on the grant date and is recognized over the requisite service period of
one to six years. As of June 30, 2009, there were 255,000 unvested
shares and unrecognized compensation cost of $538,000 related to unvested stock
options.
6
NOTE
5. COMPREHENSIVE LOSS
The
Company utilizes SFAS No. 130 "Reporting Comprehensive Income." SFAS No. 130
establishes standards for reporting and presentation of comprehensive loss and
its components of net loss and "Other Comprehensive Loss." "Other Comprehensive
Loss" refers to revenues, expenses and gains and losses that are not included in
net loss but rather are recorded directly in stockholders' equity. The
components of comprehensive loss for the three and six months ended June 30,
2009 and 2008 were as follows:
|
THREE
MONTHS ENDED JUNE 30,
|
SIX
MONTHS ENDED JUNE 30,
|
|||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
|
(in
thousands)
|
||||||||||||||||
|
Net
loss
|
$ | ( 921 | ) | $ | (783 | ) | $ | (1,522 | ) | $ | (1,200 | ) | ||||
|
Unrealized
loss on marketable securities
|
(97 | ) | (128 | ) | (399 | ) | (27 | ) | ||||||||
| $ | (1,018 | ) | $ | (911 | ) | $ | (1,921 | ) | $ | (1,227 | ) | |||||
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 PRONOUNCEMENTS
In May
2009, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standard (“SFAS”) No. 165, “Subsequent Events” (“SFAS
165”). SFAS 165 establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued.
Specifically, SFAS 165 provides: the period after the balance sheet date
during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements; the circumstances under which an entity should recognize
events or transactions occurring after the balance sheet date in its financial
statements; and the disclosures that an entity should make about events or
transactions that occurred after the balance sheet date. The company
adopted SFAS 165 effective for the quarter ended June 30, 2009. The
adoption did not have a material impact on the Company’s condensed consolidated
financial statements.
In April
of 2009, the FASB issued FASB Staff Position FAS 115-2 and FAS 124-2:
Recognition and Presentation of Other-Than-Temporary Impairments. FSP FAS
115-2 and FAS 124-2 amends the other-than-temporary impairment guidance in U.S.
GAAP for debt securities to make the guidance more operational and to improve
the presentation and disclosure of other-than-temporary impairments on debt and
equity securities in the financial statements. This FSP does not amend existing
recognition and measurement guidance related to other-than-temporary impairments
of equity securities. The company adopted FSP FAS 115-2 and FAS
124-2 effective for the quarter ended June 30, 2009. The adoption
did not have a material impact on the Company’s condensed consolidated financial
statements.
In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities (“SFAS 161”), which amends SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities (“SFAS 133”) and requires enhanced
disclosures about how and why an entity uses derivative instruments, how
derivative instruments and related hedged items are accounted for under SFAS 133
and its related interpretations, and how derivative instruments and related
hedge items affect an entity’s financial position, financial performance, and
cash flows. SFAS 161 also requires the disclosure of the fair values of
derivative instruments and their gains and losses in a tabular format and
requires cross-referencing within the footnote of important information about
derivative instruments. SFAS 161 is effective for financial statements
issued for fiscal years beginning on or after November 15, 2008. SFAS 161
has not changed the Company’s current practices and therefore it has not
impacted preparation of the consolidated financial statements.
In
December 2007, the FASB released SFAS No. 141(R), Business Combinations (revised
2007) (“SFAS 141(R)”), which changes many well-established business combination
accounting practices and significantly affects how acquisition transactions are
reflected in the financial statements. SFAS 141(R) must be applied
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. The adoption of this pronouncement had no impact
on the Company’s consolidated financial statements and is not anticipated to
affect the Company until an acquisition is completed.
In
December 2007, the FASB released SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements an amendment of ARB No. 51 (“SFAS 160”), which
establishes accounting and reporting standards for the noncontrolling interests
in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160
requires consolidated net income to be reported at amounts that include the
amounts attributable to both the parent and the noncontrolling interests and
requires disclosure, on the face of the consolidated statement of income, of the
amounts of consolidated net income attributable to the parent and to the
noncontrolling interest. Previously, net income attributable to the
noncontrolling interest was reported as an expense or other deduction in
arriving at consolidated net income. SFAS 160 is effective for
financial statements issued for fiscal years beginning after December 15,
2008. The adoption of this pronouncement had no impact on the
Company’s consolidated financial statements.
7
In
September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements”, which establishes a framework for reporting fair value and
expands disclosures about fair value measurements. SFAS No. 157
(“SFAS 157”) was effective for the Company on January 1, 2008, with the
exception that the applicability of SFAS No. 157’s fair value measurement
requirements to nonfinancial assets and liabilities that are not required or
permitted to be recognized or disclosed at fair value on a recurring basis has
been delayed by the FASB for one year. The partial adoption of this
pronouncement in 2008 had no impact on the Company’s consolidated financial
statements. Adopting the remainder of the provision in 2009 did not
have an impact on the Company’s 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 agreed to allocate the
total lease payments of $38,958 per month on the basis of Kanders & Company
renting 2,900 square feet for $9,739 per month, and the Company renting 8,600
square feet for $29,222 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 $45,400 during the three months ended June 30, 2009 and $37,700
during the three months ended June 30, 2008. For the six month
periods ended June 30, 2009 and 2008, respectively, such services aggregated
$102,900 and $75,700, respectively.
As of
June 30, 2009, the Company had a net receivable of $26,600 from Kanders &
Company. The amount due to and from Kanders & Company is included
in prepaids and other current assets and accounts payable and accrued
liabilities in the accompanying consolidated balance sheet. The
outstanding amount was paid and received in July 2009. As of June 30,
2008, the Company had an outstanding net payable of $5,000 to Kanders &
Company. The outstanding amount was paid and received in July
2008.
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 $7,400 during the three months ended
June 30, 2009 and $10,600 during the three months ended June 30,
2008. For the six month period ended June 30, 2009 and 2008,
respectively, such services aggregated $18,700 and $18,600,
respectively.
As of
June 30, 2009, the Company had outstanding a receivable of $7,400 due 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 the third quarter of 2009. As of June
30, 2008, the Company had outstanding a receivable of $10,600 from
SIG. The outstanding amount was paid by SIG in the third quarter of
2008.
During
the three- and six-month periods ended June 30, 2009 and 2008, 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 to
the Transportation Services Agreement, dated December 18, 2003 between the
Company and 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.
8
NOTE
9. NET OPERATING LOSS AND CAPITAL LOSS CARRYFORWARD
EXPIRATION
At June
30, 2009, 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 $230.8 million, $1.3 million and $56,000,
respectively, which expire in varying amounts beginning in the year
2009. 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 $226.8 million of the $230.8 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 $226.8 million of
net operating losses available to offset taxable income, approximately $208.8
million does not expire until 2020 or later, subject to compliance with Section
382 of the Internal Revenue Code as indicated by the following
schedule:
NET
OPERATING LOSS AND CAPITAL LOSS CARRYFORWARD EXPIRATION DATES*
(UNAUDITED)
JUNE
30, 2009
|
Net Operating
Loss
|
||||
|
Expiration
Dates
December
31,
|
Amount
(000’s)
|
|||
|
2009
|
1,911 | |||
|
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 | |||
|
2028
|
1,360 | |||
|
2029
|
1,029 | |||
|
Total
|
230,818 | |||
|
Section
382 limitation
|
(4,030 | ) | ||
|
After
Limitations
|
$ | 226,788 | ||
*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, 2008 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. RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2009 AND ANY FUTURE
PERIODS PRIOR TO A REDEPLOYMENT OF OUR ASSETS ARE EXPECTED PRIMARILY TO 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,
2008.
10
- 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" (“SFAS 115”).
Pursuant to the provisions of SFAS 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.
- 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.
- 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
Accounting Standard No. 123, “Accounting for Stock-Based Compensation” (“SFAS
123”). Under SFAS 123R, compensation cost recognized during 2009 and
2008 would include: (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 SFAS 123R.
SOURCES
OF REVENUE
Until a
redeployment of the Company's assets occurs, the Company's principal income will
consist of interest, dividend and other investment income from cash, cash
equivalents and marketable securities, which is reported as interest income in
the Company's statement of operations.
OPERATING
EXPENSES
General
and administrative expense include salaries and employee benefits, non-cash
equity compensation, rent, insurance, legal, accounting, investment management
fees 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, 2009 AND
2008
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 decreased $223,000, or 18%, to $1,030,000 during the
three months ended June 30, 2009, compared to $1,253,000 during the three months
ended June 30, 2008. The decrease in general and administrative expense for the
three months ended June 30, 2009, compared to the three months ended June 30,
2008, was primarily attributable to decreases in employment compensation and
benefits, professional fees, investment management fees, and travel expenses
offset by increases in franchise and property taxes and non-cash equity
compensation expense. General and administrative expenses decreased
$450,000, or 19%, to $1,953,000 during the six-month period ended June 30, 2009,
compared to $2,403,000 during the same period ended June 30,
2008. The decrease in general and administrative expense for the six
months ended June 30, 2009 was primarily attributable to decreases in employment
compensation and benefits, non-cash equity compensation expense, franchise and
property taxes, investment management fees, other professional fees and travel
expenses. Management believes we will incur a net loss in 2009 as a
result of our current level of expenses and due to lower projected investment
yields on our investment portfolio. 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.
11
TRANSACTION
EXPENSES
The
Company did not incur any transaction expenses during the three and six months
ended June 30, 2009 or 2008, respectively. Transaction expense
consists primarily of professional fees and expenses related to due diligence,
negotiation and documentation of acquisition, financing and related
agreements
DEPRECIATION
EXPENSE
Depreciation
expense decreased $1,000, or 1%, to $88,000 in the three months ended June 30,
2009, compared to $89,000 in the same period ended June 30, 2008. For
the six months ended June 30, 2009, depreciation expense decreased $1,000, or
1%, to $177,000, compared to $178,000 in the same period ended June 30,
2008. The decrease is primarily attributable to less depreciation for
office equipment and minimal purchase of new fixed assets.
OTHER
EXPENSE
There was
no other income or expense incurred for the three and six months ended June 30,
2009 and 2008, respectively.
INTEREST
INCOME
Interest
income decreased $362,000, or 65%, to $197,000 for the quarter ended June 30,
2009, from $559,000 in the quarter ended June 30, 2008. Interest
income for the quarters ended June 30, 2009 and 2008, includes $111,000 and
$382,000 in discount accretion and premium amortization,
respectively. The decrease in interest income was due primarily to
lower rates of return on investments. The weighted average interest
rate for our investments for the three-month period ended June 30, 2009, was
0.94% compared to 2.60% for same period in 2008.
During
the six months ended June 30, 2009, interest income decreased $773,000, or 56%,
to $608,000 from $1,381,000 during the six months ended June 30,
2008. Interest income for the six-month periods ended June 30, 2009
and 2008, includes $436,000 and $976,000, respectively, in discount accretion
and premium amortization, respectively. The decrease in interest
income was due primarily to lower rates of return 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, 2009
was 1.44% compared to 3.20% for same period in 2008.
The
current earnings rate as of July 27, 2009 is 0.27%. We expect the
current rate to decline as existing higher yielding investments mature and are
invested at lower current interest rates.
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 three and six
month periods ended June 30, 2009 and 2008, respectively.
LIQUIDITY
AND CAPITAL RESOURCES
The
overall combined decrease of $1.7 million in cash, cash equivalents and
marketable securities from $86.0 million to $84.3 million is primarily due to
the decrease in interest income for the six month period ended June 30,
2009. The Company's cash and cash equivalents increased to $65.7
million at June 30, 2009 from $19.3 million at December 31, 2008 due to a shift
in the composition of the investment portfolio from marketable
securities. Cash and cash equivalents are investments with a shorter
duration, less than three months, under accounting principles generally accepted
in the United States of America. Marketable securities decreased to
$18.6 million at June 30, 2009 from $66.7 million at December 31,
2008.
Cash used
by operating activities was approximately $1.8 million during the six months
ended June 30, 2009, compared to cash used by operating activities of
approximately $1.8 million during the six months ended June 30,
2008. The $1.8 million consisted primarily of the Company's net loss,
discount amortization, a decrease in accounts payables and accrued liabilities
and an increase in interest receivable, prepaids and other current assets offset
by non-cash expenses.
12
Cash
provided by investing activities was approximately $48.1 million during the six
months ended June 30, 2009. The cash was provided by the maturity of marketable
securities partially offset by the purchase of marketable
securities. Cash used by investing activities was approximately $23.2
million during the six months ended June 30, 2008. The cash was used by the
purchase of marketable securities partially offset by the maturity of marketable
securities. Capital expenditures were approximately $6,000 for the
six-month period ended June 30, 2009, compared to $1,000 for the same period in
2008.
There was
no cash provided by or used in financing activities during the three and six
months ended June 30, 2009 or 2008, respectively.
At June
30, 2009, 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 $230.8 million, $1.3 million and $56,000,
respectively, which expire in varying amounts beginning in the year
2009. 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 $226.8 million of the $230.8 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 $226.8 million of
net operating losses available to offset taxable income, approximately $208.8
million does not expire until 2020 or later, subject to compliance with Section
382 of the Internal Revenue Code.
Clarus is
currently in the process of reducing its level of operating expenses and is
taking a number of steps to reduce its expected annual cash expenses on a go
forward basis, including reducing and deferring executive and other compensation
and related costs, headcount reductions, eliminating discretionary bonuses and
reducing professional fees and other costs.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
There
have been no material changes to our exposures to market risk since December 31,
2008.
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,
2009, 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, 2009 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, 2009 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
ITEM
1A. RISK FACTORS
There
have been no material changes to the risk factors described in the Company’s
form 10-K for the year ended December 31, 2008.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
We held
our annual meeting of stockholders on June 18, 2009. Of the
17,366,747 shares of common stock entitled to vote at the meeting, 15,020,894
shares of common stock were present in person or by proxy and entitled to
vote. Such number of shares represented approximately 86.49% 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
|
12,832,885 | 2,188,009 | ||||||
|
Donald
L. House
|
12,890,504 | 2,130,390 | ||||||
|
Warren
B. Kanders
|
14,310,657 | 710,237 | ||||||
|
Nicholas
Sokolow
|
12,832,885 | 2,188,009 | ||||||
ITEM 5. OTHER
MATTERS
As part
of our efforts to reduce our level of operating expenses, pending consummation
of an asset redeployment transaction, Warren B. Kanders, our Executive Chairman,
agreed with the Company and its board of directors pursuant to a letter
dated August 6, 2009, to defer his $250,000 annual salary until the consummation
of an asset redeployment transaction, at which time all such deferred salary
will be paid to him. A copy of the letter reflecting this
agreement is attached to this Quarterly Report as Exhibit 10.1 and is
incorporated herein by reference as though fully set forth herein. The foregoing
summary description of the letter agreement is not intended to be complete and
is qualified in its entirety by the complete text of the letter
agreement.
As part of additional efforts to
reduce our level of operating expenses, Philip A. Baratelli, our Chief Financial
Officer, agreed in a letter dated August 6, 2009 to a ten percent (10%)
reduction of his current base salary of $200,000. A copy of the letter
reflecting this agreement is attached to this Quarterly Report as Exhibit 10.2
and is incorporated herein by reference as though fully set forth herein. The
foregoing summary description of the letter agreement is not intended to be
complete and is qualified in its entirety by the complete text of the letter
agreement.
14
ITEM
6. EXHIBITS
|
Exhibit
|
||
|
Number
|
Exhibit
|
|
|
10.1
|
Letter
Agreement dated August 6, 2009, between Clarus Corporation and Warren B.
Kanders.
|
|
|
10.2
|
Letter Agreement dated August 6, 2009, between Clarus Corporation and Philip A. Baratelli. | |
|
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.
|
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 6, 2009
|
|
|
/s/ Warren B. Kanders
|
|
|
Warren
B. Kanders,
|
|
|
Executive
Chairman of the Board of Directors
|
|
|
(Principal
Executive Officer)
|
|
|
/s/ Philip A. Baratelli
|
|
|
Philip
A. Baratelli,
|
|
|
Chief
Financial Officer
|
|
|
(Principal
Financial and
|
|
|
Chief
Accounting Officer)
|
15
EXHIBIT
INDEX
|
Number
|
Exhibit
|
|
|
10.1
|
Letter
Agreement dated August 6, 2009, between Clarus Corporation and Warren B.
Kanders.
|
|
|
10.2
|
Letter Agreement dated August 6, 2009, between Clarus Corporation and Philip A. Baratelli. | |
|
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
Principal Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of
2002.
|
16