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
============ ============