FOR IMMEDIATE RELEASE
CONTACT
Nigel Ekern
Chief Administrative Officer
Clarus Corporation
(203) 428-2000
nekern@claruscorp.com
CLARUS ANNOUNCES 2005 RESULTS
STAMFORD, CONNECTICUT -- MARCH 1, 2006 -- Clarus Corporation (OTC:CLRS) today
announced financial results for the quarter and fiscal year ended December 31,
2005. Clarus reported no revenues for the quarter and fiscal year ended December
31, 2005 compared to $1.1 million of deferred software service fees during the
fiscal year ended December 31, 2004. Net loss for the fourth quarter of 2005 was
$0.3 million or $0.02 per diluted share compared to a net loss of $0.9 million
or $0.06 per diluted share during the comparable period of 2004. Net loss for
the fiscal year ended December 31, 2005 was $1.3 million or $0.08 per diluted
share compared to a net loss of $2.9 million or $0.18 per diluted share during
the comparable period of 2004.
The results of operations for the quarter ending March 31, 2006 are expected to
include a charge of approximately $1.3 million for transaction expenses arising
out of negotiations related to an acquisition process that terminated in January
2006 without Clarus consummating the acquisition. Transaction expenses represent
the costs incurred during due diligence and negotiation of potential
acquisitions such as legal, accounting and other professional fees and related
expenses.
As of December 31, 2005, Clarus' cash, cash equivalents and marketable
securities were $84.9 million (or $4.96 gross cash per share) compared to $83.5
million as of December 31, 2004. Gross cash per share at December 31, 2005
equals cash, cash equivalents and marketable securities of $84.9 million divided
by 17.1 million common shares outstanding. Clarus has provided this non-GAAP
measure because it believes that it is useful to investors assessing the extent
of Clarus' assets available for redeployment. Clarus is unaware of any
comparable GAAP measure.
Clarus estimates that it has available net operating loss, capital loss,
research and experimentation credit and alternative minimum tax credit
carryforwards for U.S. federal income tax purposes of approximately $220.0
million, $15.2 million, $1.3 million and $53,000, respectively, which expire in
varying amounts beginning in the year 2009, after application of the limitation
under Section 382 of the Internal Revenue Code.
Nigel Ekern, Clarus' Chief Administrative Officer stated, " While we are
disappointed that we were unable to prevail in the acquisition process that we
had been working on, we continue our efforts to identify and evaluate suitable
acquisition and merger opportunities as part of our strategy to redeploy our
cash and utilize our NOL's, to the extent available. Separately, we are pleased
with the progress we have made in managing administrative and professional
expenses in connection with the continued administration of the public company."
Clarus will hold a conference call to discuss the year end results on Wednesday,
March 1, 2006 at 4:30 p.m. EST. The dial-in number is 1-866-866-1333 for
domestic callers and 1-404-260-1421 for international callers. There is no
passcode required for this call. An archived copy of the call will be available
on Clarus' website beginning at 12:00 noon EST on Thursday, March 2nd and ending
at 12:00 noon EST on Thursday, March 9th. To access the replay visit the Clarus
Corporation website (www.claruscorp.com) and select the Investor Relations tab.
Clarus, formerly a provider of e-commerce business solutions, is seeking to
redeploy its assets and use its substantial cash and cash equivalent assets to
enhance stockholder value.
This press release contains forward-looking statements within the meaning of the
Securities Act of 1933 and the Exchange Act of 1934. Information in this release
includes Clarus' beliefs, expectations, intentions and strategies regarding
Clarus, its future and its products and services. Assumptions relating to the
forward-looking statements involve judgments with respect to, among other
things, future economic, competitive and market conditions and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond our control. Actual results could differ materially
from those projected in the forward-looking statements as a result of certain
risks including our inability to execute successfully our planned effort to
redeploy our assets to enhance stockholder value, the unavailability of our net
operating loss carry forward, and that the unaudited financial information
provided in this press release may be adjusted as a result of the year end
audit. Clarus cannot guarantee its future performance. All forward-looking
statements contained in this release are based on information available to
Clarus as of the date of this release and Clarus assumes no obligation to update
the forward-looking statements contained herein.
For further information regarding the risks and uncertainties in connection with
Clarus' business, please refer to the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Factors That May Affect Our
Future Results" sections of Clarus' filings with the Securities and Exchange
Commission, including but not limited to, its most recent annual report on Form
10-K and quarterly reports on Form 10-Q, copies of which may be obtained at our
web site at http://www.claruscorp.com or the SEC's web site at
http://www.sec.gov.
CLARUS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2005 AND 2004
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
ASSETS
2005 2004
--------- ---------
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS $ 23,270 $ 48,377
MARKETABLE SECURITIES 61,601 35,119
INTEREST RECEIVABLE 320 350
PREPAIDS AND OTHER CURRENT ASSETS 135 182
--------- ---------
TOTAL CURRENT ASSETS 85,326 84,028
--------- ---------
PROPERTY AND EQUIPMENT, NET 1,996 2,367
--------- ---------
OTHER ASSETS:
DEPOSITS AND OTHER LONG-TERM ASSETS 956 42
--------- ---------
TOTAL ASSETS $ 88,278 $ 86,437
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES $ 1,461 $ 1,468
--------- ---------
TOTAL CURRENT LIABILITIES 1,461 1,468
DEFERRED RENT 208 115
--------- ---------
TOTAL LIABILITIES 1,669 1,583
--------- ---------
STOCKHOLDERS' EQUITY:
PREFERRED STOCK, $.0001 PAR VALUE; 5,000,000 SHARES AUTHORIZED; NONE ISSUED -- --
COMMON STOCK, $.0001 PAR VALUE; 100,000,000 SHARES AUTHORIZED;
17,187,170 AND 16,734,947 SHARES ISSUED AND 17,112,170 AND 16,659,947 OUTSTANDING IN
2005 AND 2004, RESPECTIVELY 2 2
ADDITIONAL PAID-IN CAPITAL 370,704 368,385
ACCUMULATED DEFICIT (280,947) (279,656)
LESS TREASURY STOCK, 75,000 SHARES AT COST (2) (2)
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (88) (130)
DEFERRED COMPENSATION (3,060) (3,745)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 86,609 84,854
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 88,278 $ 86,437
========= =========
CLARUS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
THREE MONTHS YEARS ENDED
ENDED DECEMBER 31, DECEMBER 31,
-------------------- --------------------
2005 2004 2005 2004
-------- -------- -------- --------
REVENUES:
License fees $ -- $ -- $ -- $ 1,106
-------- -------- -------- --------
Total revenues -- -- -- 1,106
OPERATING EXPENSES:
General and administrative 1,003 1,066 3,484 3,395
Transaction expenses (59) 175 (39) 1,636
Depreciation and amortization 85 86 334 186
-------- -------- -------- --------
Total operating expenses 1,029 1,327 3,779 5,217
OPERATING LOSS (1,029) (1,327) (3,779) (4,111)
OTHER INCOME/(LOSS) (2) 2 8 19
INTEREST INCOME 773 402 2,480 1,203
-------- -------- -------- --------
NET LOSS $ (258) $ (923) $ (1,291) $ (2,889)
======== ======== ======== ========
Net loss per common share:
Basic $ (0.02) $ (0.06) $ (0.08) $ (0.18)
Diluted $ (0.02) $ (0.06) $ (0.08) $ (0.18)
Weighted average shares outstanding:
Basic 16,467 16,123 16,329 16,092
Diluted 16,467 16,123 16,329 16,092
CLARUS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2005 AND 2004
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
2005 2004
-------- --------
OPERATING ACTIVITIES:
Net loss $ (1,291) $ (2,889)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization of property and equipment 334 186
Amortization of premium and discount on securities, net (669) 982
Gain on sale of marketable securities and other -- (17)
Amortization of deferred employee compensation plans 410 583
Changes in operating assets and liabilities:
Interest receivable, prepaids and other current assets 77 107
Deposits and other long-term assets (1) (4)
Accounts payable and accrued liabilities 47 (52)
Deferred revenue -- (1,106)
Deferred rent 93 115
-------- --------
Net cash used in operating activities (1,000) (2,095)
-------- --------
INVESTING ACTIVITIES:
Purchase of marketable securities (93,887) (59,754)
Proceeds from the sale and maturity of marketable securities 68,116 97,242
Purchase of property and equipment (17) (2,515)
Increase in transaction expenses (913) --
-------- --------
Net cash provided by (used in) investing activities (26,701) 34,973
FINANCING ACTIVITIES:
Proceeds from the exercise of stock options 2,594 454
-------- --------
Net cash provided by financing activities 2,594 454
-------- --------
CHANGE IN CASH AND CASH EQUIVALENTS (25,107) 33,332
CASH AND CASH EQUIVALENTS, beginning of year 48,377 15,045
-------- --------
CASH AND CASH EQUIVALENTS, end of year $ 23,270 $ 48,377
======== ========
SUPPLEMENTAL DISCLOSURE OF NON-CASH OPERATING, INVESTING AND FINANCING ACTIVITIES:
Increase in transaction expenses included in accounts payable and accrued
liabilities $ 778 $ --
Increase in transaction expenses included in other assets and accounts
payable and accrued liabilities $ 913 $ --
Grant of restricted stock $ 50 $ 50