Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT Nigel Ekern Chief Administrative Officer Clarus Corporation (203) 428-2000 nekern@claruscorp.com Clarus Announces Second Quarter 2005 Results STAMFORD, CONNECTICUT -- July 28, 2005 -- Clarus Corporation (OTC:CLRS) today announced financial results for the quarter ended June 30, 2005. Clarus reported no operating revenues for the quarters ended June 30, 2005 and 2004, respectively. Net loss for the second quarter of 2005 was $516,000 or $0.03 per diluted share compared to a net loss of $906,000 or $0.06 per diluted share during the comparable period of 2004. As of June 30, 2005, Clarus' cash, cash equivalents and marketable securities were $83.0 million (or $4.94 gross cash per share) compared to $83.5 million as of December 31, 2004. Gross cash per share at June 30, 2005 equals cash, cash equivalents and marketable securities of $83.0 million divided by 16.8 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 $217.1 million, $15.2 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. Nigel Ekern, Clarus' Chief Administrative Officer stated, "We are carefully managing our 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 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 a http://www.sec.gov. CLARUS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
JUNE 30, DECEMBER 31, 2005 2004 ------------ ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 29,478 $ 48,377 Marketable securities 53,550 35,119 Accrued interest receivable 194 350 Prepaids and other current assets 234 182 ------------ ------------ Total current assets 83,456 84,028 PROPERTY AND EQUIPMENT, NET 2,155 2,367 OTHER ASSETS: Deposits and other long-term assets 41 42 ------------ ------------ TOTAL ASSETS $ 85,652 $ 86,437 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 732 $ 1,468 ------------ ------------ Total current liabilities 732 1,468 Deferred rent 171 115 ------------ ------------ Total liabilities 903 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; 16,867,170 and 16,734,947 shares issued and 16,792,170 and 16,659,947 outstanding in 2005 and 2004, respectively 2 2 Additional paid-in capital 368,688 368,385 Accumulated deficit (280,562) (279,656) Treasury stock, at cost (2) (2) Accumulated other comprehensive income (114) (130) Deferred compensation (3,263) (3,745) ------------ ------------ Total stockholders' equity 84,749 84,854 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 85,652 $ 86,437 ============ ============
CLARUS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS SIX MONTHS ENDED JUNE 30, ENDED JUNE 30, ---------------------------- ---------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ REVENUES: $ -- $ -- $ -- $ -- ------------ ------------ ------------ ------------ Total revenues -- -- -- -- OPERATING EXPENSES: General and administrative 1,001 1,202 1,787 1,924 Depreciation and amortization 81 14 166 14 ------------ ------------ ------------ ------------ Total operating expenses 1,082 1,216 1,953 1,938 OPERATING LOSS (1,082) (1,216) (1,953) (1,938) OTHER INCOME(EXPENSE) (2) -- (2) 17 INTEREST INCOME 568 253 1,049 487 ------------ ------------ ------------ ------------ NET LOSS $ (516) $ (963) $ (906) $ (1,434) ============ ============ ============ ============ Loss per common share: Basic $ (0.03) $ (0.06) $ (0.06) $ (0.09) Diluted $ (0.03) $ (0.06) $ (0.06) $ (0.09) Weighted average shares outstanding: Basic 16,292 16,082 16,292 16,082 Diluted 16,292 16,082 16,292 16,082
CLARUS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
SIX MONTHS ENDED JUNE 30, ---------------------------- 2005 2004 ------------ ------------ OPERATING ACTIVITIES: Net loss $ (906) $ (1,434) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization on property and equipment 166 14 Amortization of deferred employee compensation 157 478 Amortization of premium and discount on securities, net 3 707 Gain on sale of marketable securities -- (17) Changes in operating assets and liabilities: Accrued interest receivable, prepaids and other current assets 104 (725) Accounts payable and accrued liabilities (682) (484) Deferred rent 56 -- Deposits and other long-term assets 1 41 ------------ ------------ NET CASH USED IN OPERATING ACTIVITIES (1,101) (1,420) INVESTING ACTIVITIES: Purchases of marketable securities (35,688) (47,587) Proceeds from sale of marketable securities -- 51,244 Proceeds from maturity of marketable securities 17,270 19,076 Increase in transaction costs -- (97) Additions to property and equipment (8) (1,514) ------------ ------------ NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (18,426) 21,122 FINANCING ACTIVITIES: Proceeds from the exercises of stock options 628 51 ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 628 51 ------------ ------------ CHANGE IN CASH AND CASH EQUIVALENTS (18,899) 19,753 CASH AND CASH EQUIVALENTS, Beginning of Period 48,377 15,045 ------------ ------------ CASH AND CASH EQUIVALENTS, End of Period $ 29,478 $ 34,798 ============ ============ SUPPLEMENTAL DISCLOSURE OF NON-CASH OPERATING, INVESTING AND FINANCING ACTIVITIES: Increase in property and equipment included in accounts payable and accrued liabilities $ -- $ 920 Increase in transaction costs included in other assets and accounts payable and accrued liabilities -- 1,401 Issuance of Restricted Stock $ 50 $ 50 ============ ============