FOR IMMEDIATE RELEASE
CONTACT
Nigel Ekern
Chief Administrative Officer
Clarus Corporation
(203) 428-2000
nekern@claruscorp.com
Clarus Announces First Quarter 2006 Results
STAMFORD, CONNECTICUT -- May 9, 2006 -- Clarus Corporation (OTC:CLRS.PK) today
announced financial results for the quarter ended March 31, 2006. Clarus
reported no revenues for the quarters ended March 31, 2006 and 2005,
respectively. Net loss for the first quarter of 2006 was $1.4 million or $0.08
per diluted share compared to a net loss of $390,000 or $0.02 per diluted share
during the comparable period of 2005. As of March 31, 2006, Clarus' cash, cash
equivalents and marketable securities were $83.7 million (or $4.89 gross cash
per share) compared to $84.9 million as of December 31, 2005. Gross cash per
share at March 31, 2006 equals cash, cash equivalents and marketable securities
of $83.7 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.
The results of operations for the quarter ending March 31, 2006 includes 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.
Clarus estimates that it has available net operating loss, research and
experimentation credit and alternative minimum tax credit carryforwards for U.S.
federal income tax purposes of approximately $221.8 million, $1.3 million and
$53,000, respectively, which expire in varying amounts beginning in the year
2009 to the extent not limited under Section 382 of the Internal Revenue Code.
The Company also has a capital loss carryforward of $15.2 million which expires
in varying amounts beginning in the year 2007.
Nigel Ekern, Clarus' Chief Administrative Officer stated, "We are pleased with
the progress that we have made in managing administrative and professional
expenses in connection with the continued administration of the public company
and 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."
Clarus does not currently intend to hold conference calls to discuss quarterly
earnings releases unless and until it consummates an acquisition in connection
with its redeployment strategy. At such time, Clarus plans to resume holding
quarterly conference calls to review earnings and operating performance.
Clarus, formerly a provider of e-commerce business solutions, is seeking to
redeploy its assets and use its substantial cash and cash equivalent assets and
marketable securities to enhance stockholder value.
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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 a
http://www.sec.gov.
CLARUS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
MARCH 31, DECEMBER 31,
2006 2005
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ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 3,294 $ 23,270
Marketable securities 80,368 61,601
Interest receivable 342 320
Prepaids and other current assets 135 135
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Total current assets 84,139 85,326
PROPERTY AND EQUIPMENT, NET 1,910 1,996
OTHER ASSETS:
Deposits and other long-term assets -- 956
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TOTAL ASSETS $ 86,049 $ 88,278
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 484 $ 1,461
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Total current liabilities 484 1,461
Deferred rent 227 208
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Total liabilities 711 1,669
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STOCKHOLDERS' EQUITY:
Preferred stock, $.0001 par value; 5,000,000 shares authorized; none
issued -- --
Common stock, $.0001 par value; 100,000,000 shares authorized;
17,188,622 and 17,187,170 shares issued and 17,113,622 and 17,112,170
outstanding in 2005 and 2004, respectively 2 2
Additional paid-in capital 367,719 370,704
Accumulated deficit (282,329) (280,947)
Treasury stock, at cost (2) (2)
Accumulated other comprehensive income (52) (88)
Deferred compensation -- (3,060)
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Total stockholders' equity 85,338 86,609
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 86,049 $ 88,278
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CLARUS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED
MARCH 31,
----------------------------
2006 2005
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REVENUES: $ -- $ --
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Total revenues -- --
OPERATING EXPENSES:
General and administrative 881 786
Transaction expenses 1,280 --
Depreciation and amortization 88 85
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Total operating expenses 2,249 871
OPERATING LOSS (2,249) (871)
OTHER EXPENSE (1) --
INTEREST INCOME 868 481
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NET LOSS $ (1,382) $ (390)
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Loss per common share:
Basic $ (0.08) $ (0.02)
Diluted $ (0.08) $ (0.02)
Weighted average shares outstanding
Basic 16,612 16,242
Diluted 16,612 16,242
CLARUS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
THREE MONTHS ENDED
MARCH 31,
----------------------------
2006 2005
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,382) $ (390)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization on property and equipment 88 85
Amortization of deferred employee compensation 75 15
Amortization of premium and discount on securities, net (406) 42
Changes in operating assets and liabilities:
Interest receivable, prepaids and other current assets (22) 75
Accounts payable and accrued liabilities (977) (22)
Deferred rent 19 37
Deposits and other long-term assets 956 1
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NET CASH USED IN OPERATING ACTIVITIES (1,649) (157)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of marketable securities (40,290) (12,372)
Proceeds from maturity of marketable securities 21,965 10,520
Additions to property and equipment (2) (8)
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NET CASH USED IN INVESTING ACTIVITIES (18,327) (1,860)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the exercises of stock options -- 628
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NET CASH PROVIDED BY FINANCING ACTIVITIES -- 628
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CHANGE IN CASH AND CASH EQUIVALENTS (19,976) (1,389)
CASH AND CASH EQUIVALENTS, beginning of period 23,270 48,377
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CASH AND CASH EQUIVALENTS, end of period $ 3,294 $ 46,988
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SUPPLEMENTAL DISCLOSURE:
Deferred compensation $ -- $ 525
Cash paid for taxes $ 206 $ 135