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0000913277 false 0000913277 2023-02-27 2023-02-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

Form 8-K

Current Report

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 27, 2023

 

CLARUS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction

of incorporation)

001-34767

(Commission File Number)

58-1972600

(IRS Employer

Identification Number)

 

2084 East 3900 South, Salt Lake City, Utah

(Address of principal executive offices)

84124

(Zip Code)

 

Registrant’s telephone number, including area code: (801) 278-5552

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

  ¨ Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which
registered
Common Stock, par value $.0001 per share   CLAR   NASDAQ Global Select Market

 

 

 


 

Item 2.02 Results of Operations and Financial Condition

 

On February 27, 2023, Clarus Corporation (the “Company”) issued a press release announcing results for the fourth quarter and year ended December 31, 2022 (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 and incorporated herein by reference.

 

The Press Release contains the non-GAAP measures: (i) adjusted gross margin and adjusted gross profit, (ii) net income before non-cash items and related income per diluted share, and adjusted net income before non-cash items and related income per diluted share, (iii) earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”), EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin, and (iv) free cash flow. The Company believes that the presentation of certain non-GAAP measures, i.e.: (i) adjusted gross margin and adjusted gross profit, (ii) net income before non-cash items and related income per diluted share, and adjusted net income before non-cash items and related income per diluted share, (iii) EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin, and (iv) free cash flow, provide useful information for the understanding of its ongoing operations and enables investors to focus on period-over-period operating performance, and thereby enhances the user's overall understanding of the Company's current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. The non-GAAP measures are reconciled to comparable GAAP financial measures within the press release. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company's reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies.

 

The information in Item 2.02 of this Current Report on Form 8-K and the Press Release attached hereto as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit   Description
     
99.1   Press Release dated February 27, 2023 (furnished only).
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: February 27, 2023

 

  CLARUS CORPORATION
   
   
  By: /s/ Michael J. Yates
  Name: Michael J. Yates
  Title:   Chief Financial Officer  

 

 

EX-99.1 2 tm237937d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

 

Clarus Reports Fourth Quarter and Full Year 2022 Results

 

SALT LAKE CITY, Utah – February 27, 2023 – Clarus Corporation (NASDAQ: CLAR) (“Clarus” and/or the “Company”), a global company focused on the outdoor and consumer enthusiast markets, reported financial results for the fourth quarter and full year ended December 31, 2022.

 

Fourth Quarter 2022 Financial Summary vs. Same Year-Ago Quarter

 

Sales of $104.2 million compared to $118.2 million.
Gross margin was 34.6% compared to 36.1%.
Net loss of $81.6 million, or $(2.20) per diluted share, compared to net income of $14.0 million, or $0.36 per diluted share. Net loss in Q4 2022 included a non-cash impairment charge of $92.3 million in the Adventure segment.
Adjusted net income before non-cash items of $7.3 million, or $0.20 per diluted share, compared to $17.4 million, or $0.45 per diluted share.
Adjusted EBITDA of $10.6 million with an adjusted EBITDA margin of 10.2% compared to $20.0 million with an adjusted EBITDA margin of 16.9%.

 

2022 Financial Summary vs. 2021

 

Sales increased 19% to $448.1 million compared to $375.8 million.
Gross margin was 36.5% compared to 36.4%; adjusted gross margin was 36.5% compared to 37.7%.
Net loss was $69.8 million, or $(1.88) per diluted share, compared to net income of $26.1 million, or $0.73 per diluted share. Net loss in 2022 included the $92.3 million non-cash impairment expense in the Adventure segment.
Adjusted net income before non-cash items was $45.3 million, or $1.22 per diluted share, compared to $52.5 million, or $1.47 per diluted share.
Adjusted EBITDA of $63.0 million with an adjusted EBITDA margin of 14.1% compared to $61.5 million with an adjusted EBITDA margin of 16.4%.

 

Management Commentary

 

“While 2022 will go down as one of our most challenging years given various macroeconomic headwinds, our brands were largely resilient, and our team was nimble and tenacious,” said Clarus President John Walbrecht. “As the challenges set-in, we acted quickly by pivoting to areas of our business experiencing less headwinds, and we prioritized expense reductions, free cash flow generation, and debt reduction.

 

“Our areas of focus were Precision Sports, as well markets outside of North American wholesale in our Outdoor segment. The results were evident as we drove a record fourth quarter in Precision Sports with sales growth of 10%. In Outdoor, our focus on Europe and our International Global Distributor (“IGD”) markets, which did not experience the magnitude of headwinds as North America, allowed us to drive constant currency growth in the fourth quarter of 15% in Europe and 7% in our IGD market. Our continued focus on apparel and our direct-to-consumer business in our Outdoor segment also helped to offset broader headwinds, growing 15% and 19% in the fourth quarter, respectively.

 

 


 

 

“The pivot towards liquidity improvement was also apparent during the fourth quarter. Our focus on reducing working capital and lowering costs allowed us to generate $30 million in free cash flow which we used to bring our leverage to the bottom end of our 2x to 3x target.

 

“As we look ahead, we intend to execute on the biggest opportunities within our existing segments and enhance our operational performance. We also plan to focus on our core consumer through community-centric investments in proven areas like our direct-to-consumer business. We expect that these actions will position us to return to sustainable profitable growth and, with that, strong shareholder value creation.

 

“Finally, we are excited by the recent announcement of Neil Fiske as the new President for Black Diamond. He will be responsible for accelerating growth and lifting profitability by capitalizing on attractive expansion opportunities across various categories, channels, and regions.”

 

Fourth Quarter 2022 Financial Results

 

Sales in the fourth quarter were $104.2 million compared to $118.2 million in the same year-ago quarter. The fourth quarter of 2022 included revenue contribution of $3.8 million from MAXTRAX, an acquisition completed on December 1, 2021. Organic sales were down 11% in the quarter, MAXTRAX contributed 2% and foreign currency exchange was a 3% headwind. Foreign currency exchange was unfavorable to sales by $3.7 million in the fourth quarter as the U.S. dollar continued to strengthen against the Euro and Australia dollar.

 

Sales in the Outdoor segment were $55.3 million, or $57.7 million on a constant currency basis, compared to $65.1 million in the year ago quarter. The decline primarily reflected inventory destocking trends at the Company’s key North American retail accounts, which were partially offset by growth in the direct-to-consumer channels and European and IGD markets. Precision Sport sales increased 10% to $30.3 million, reflecting continued strong demand and market share gains. Sales in the Adventure segment were $18.5 million, reflecting lower consumer demand given the challenging economic environment and constraints on new vehicle deliveries which impacted new product sales in both Australia and North America.

 

Gross margin in the fourth quarter was 34.6% compared to 36.1% in the year-ago quarter due to higher freight costs and unfavorable foreign currency exchange movement. Higher freight costs negatively impacted gross margin by 90 basis points and foreign currency exchange had a 220-basis points impact.

 

Selling, general and administrative expenses in the fourth quarter were $33.1 million compared to $32.6 million in the same year-ago quarter. The inclusion of MAXTRAX and higher rent and selling expenses at the Adventure segment were nearly offset by lower non-cash stock-based compensation for performance awards at the corporate level.

 

Net loss in the fourth quarter was $81.6 million, or $(2.20) per diluted share, compared to net income of $14.0 million, or $0.36 per diluted share, in the prior year quarter. Net loss in the fourth quarter of 2022 included a non-cash impairment charge of $92.3 million in the Adventure segment due to the decline in the Company’s stock price and lower sales and profitability in the segment compared to expectations.

 

Adjusted net income before non-cash items in the fourth quarter, which excludes non-cash items and transaction costs, was $7.3 million, or $0.20 per diluted share, compared to $17.4 million, or $0.45 per diluted share, in the same year-ago quarter.

 

 


 

 

Adjusted EBITDA in the fourth quarter was $10.6 million, or an adjusted EBITDA margin of 10.2%, compared to $20.0 million, or an adjusted EBITDA margin of 16.9%, in the same year-ago quarter. The decline in adjusted EBITDA was driven by lower sales in the Adventure segment, as well as unfavorable movements in foreign currency exchange rates and higher freight costs.

 

Net cash provided by operating activities for the three months ended December 31, 2022, was $32.4 million compared to $16.8 million in the prior year quarter. Capital expenditures in the fourth quarter of 2022 were $2.0 million compared to $11.8 million in the prior year quarter, which included $9.5 million for the purchase of the existing Barnes facility in Mona, Utah. Free cash flow for the fourth quarter of 2022 was $30.3 million compared to $5.0 million in the prior year quarter due to collection of accounts receivable and reduced inventory levels compared to September 30, 2022.

 

Liquidity at December 31, 2022 vs. December 31, 2021

 

Cash and cash equivalents totaled $12.1 million compared to $19.5 million.
Total debt of $139.0 million compared to $141.5 million.
The Company’s credit facility matures in April of 2027 and bears interest at a variable rate that was approximately 6.3% at December 31, 2022.
Remaining access to approximately $98 million on the Company’s revolving line of credit.
Net debt leverage ratio of 2.0x compared to 2.0x

 

Full Year 2022 Financial Results

 

Sales in 2022 increased 19% to a record $448.1 million compared to $375.8 million in 2021. The increase includes revenue contribution of $77.0 million from Rhino-Rack, an acquisition completed on July 1, 2021, and $15.9 million from MAXTRAX, an acquisition completed on December 1, 2021. Full year 2022 sales increased 1% on a proforma basis compared to 2021. Full year 2022 sales were negatively impacted by unfavorable foreign currency exchange movements of nearly $9 million compared to 2021.

 

From a segment perspective, Outdoor sales were up 1% to $222.3 million compared to 2021, Precision Sport sales were up 21% to $132.9 million and Adventure sales were $92.9 million.

 

Gross margin in 2022 improved to 36.5% compared to 36.4% in 2021 primarily due to the fair value inventory adjustment from the 2021 acquisitions not repeating in 2022, partially offset by unfavorable foreign currency exchange and higher freight costs. Adjusted gross margin in 2022 was 36.5% compared to 37.7% in the year-ago quarter.

 

Selling, general and administrative expenses in 2022 were $135.0 million compared to $105.5 million in 2021. The increase was primarily due to the inclusion of Rhino-Rack and MAXTRAX for the full year along with higher costs related to payroll and stock compensation expense at the corporate level and higher investment in the retail and direct to consumer initiatives in the Outdoor segment.

 

Net loss in 2022 was $69.8 million, or $(1.88) per diluted share, compared to net income of $26.1 million, or $0.73 per diluted share, in the prior year. Net loss in 2022 included the $92.3 million non-cash impairment charge in the Adventure segment discussed above.

 

 


 

 

Adjusted net income before non-cash items in 2022, which excludes non-cash items and transaction costs, was $45.3 million, or $1.22 per diluted share, compared to an adjusted net income before non-cash items of $52.5 million, or $1.47 per diluted share, in 2021.

 

Adjusted EBITDA in 2022 was $63.0 million, or an adjusted EBITDA margin of 14.1%, compared to $61.5 million, or an adjusted EBITDA margin of 16.4%, in 2021.

 

Net cash provided by operating activities for the year ended December 31, 2022, was $14.6 million compared to $(0.3) million in 2021. Capital expenditures in 2022 were $8.2 million compared to $17.4 million in the prior year. Free cash flow for the year ended December 31, 2022, was $6.4 million compared to $(17.7) million in the same year-ago period. This increase is primarily due to lower capital expenditures in 2022.

 

2023 Outlook

 

The Company expects fiscal year 2023 sales of approximately $420 million and adjusted EBITDA of approximately $60 million, or an adjusted EBITDA margin of 14.3%. In addition, capital expenditures are expected to range between $7 - $8 million and free cash flow is expected to range between $35 - $40 million for the full year 2023. Implicit in these expectations is caution and conservatism considering the challenging macro environment, higher interest rates, and the uncertain impact these challenges might have on the consumer.

 

Net Operating Loss (NOL)

 

The Company estimates that it has available net operating loss (the “NOLs”) carryforwards for U.S. federal income tax purposes of approximately $17.7 million, which includes $1.8 million of U.S. federal NOL carryforwards that expire on December 31, 2023. The Company’s common stock is subject to a rights agreement dated February 7, 2008, that is intended to limit the number of 5% or more owners and therefore reduce the risk of a possible change of ownership under Section 382 of the Internal Revenue Code of 1986, as amended. Any such change of ownership under these rules would limit or eliminate the ability of the Company to use its existing NOLs for federal income tax purposes. However, there is no guaranty that the Company will be able fully utilize the NOLs to offset current and future earnings or that the rights agreement will achieve the objective of preserving the value of the NOLs.

 

Conference Call

 

The Company will hold a conference call today at 5:00 p.m. Eastern time to discuss its fourth quarter 2022 results.

 

Date: Monday, February 27, 2023

Time: 5:00 p.m. Eastern time (3:00 p.m. Mountain time)

Registration Link: https://register.vevent.com/register/BIb931aede3576408897b50ed55fa33007

 

To access the call by phone, please register via the live call registration link above and you will be provided with dial-in instructions and details. If you have any difficulty connecting with the conference call, please contact Gateway Group at 1-949-574-3860.

 

The conference call will be broadcast live and available for replay here and on the Company’s website at www.claruscorp.com.

 

 


 

 

A replay of the conference call will be available after 7:00 p.m. Eastern Time on the same day through February 27, 2024.

 

About Clarus Corporation

 

Headquartered in Salt Lake City, Utah, Clarus Corporation is a global leading designer, developer, manufacturer and distributor of best-in-class outdoor equipment and lifestyle products focused on the outdoor and consumer enthusiast markets. Our mission is to identify, acquire and grow outdoor “super fan” brands through our unique “innovate and accelerate” strategy. We define a “super fan” brand as a brand that creates the world’s pre-eminent, performance-defining product that the best-in-class user cannot live without. Each of our brands has a long history of continuous product innovation for core and everyday users alike. The Company’s products are principally sold globally under the Black Diamond®, Rhino-Rack®, MAXTRAX®, Sierra®, and Barnes® brand names through outdoor specialty and online retailers, our own websites, distributors, and original equipment manufacturers. Our portfolio of iconic brands is well-positioned for sustainable, long-term growth underpinned by powerful industry trends across the outdoor and adventure sport end markets. For additional information, please visit www.claruscorp.com or the brand websites at www.blackdiamondequipment.com, www.rhinorack.com, www.maxtrax.com.au, www.sierrabullets.com, www.barnesbullets.com, www.pieps.com, or www.goclimbon.com.

 

Use of Non-GAAP Measures

 

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). This press release contains the non-GAAP measures: (i) adjusted gross margin and adjusted gross profit, (ii) net income before non-cash items and related income per diluted share, and adjusted net income before non-cash items and related income per diluted share, (iii) earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”), EBITDA margin, adjusted EBITDA, and adjusted EBTIDA margin, and (iv) free cash flow (defined as net cash provided by operating activities less capital expenditures). The Company believes that the presentation of certain non-GAAP measures, i.e.: (i) adjusted gross margin and adjusted gross profit, (ii) net income before non-cash items and related income per diluted share, and adjusted net income before non-cash items and related income per diluted share, (iii) EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA margin, and (iv) free cash flow, provide useful information for the understanding of its ongoing operations and enables investors to focus on period- over-period operating performance, and thereby enhances the user's overall understanding of the Company's current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. Non-GAAP measures are reconciled to comparable GAAP financial measures within this press release. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company's reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies.

 

 


 

 

Forward-Looking Statements

 

Please note that in this press release we may use words such as “appears,” “anticipates,” “believes,” “plans,” “expects,” “intends,” “future,” and similar expressions which constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements in this release, include, but are not limited to, those risks and uncertainties more fully described from time to time in the Company's public reports filed with the Securities and Exchange Commission, including under the section titled “Risk Factors” in the Company's Annual Report on Form 10-K, and/or Quarterly Reports on Form 10-Q, as well as in the Company’s Current Reports on Form 8-K. All forward-looking statements included in this press release are based upon information available to the Company as of the date of this press release and speak only as of the date hereof. We assume no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release.

 

Company Contacts:

 

John C. Walbrecht

President

Tel 1-801-993-1344

john.walbrecht@claruscorp.com

 

Michael J. Yates

Chief Financial Officer

Tel 1-801-993-1304

mike.yates@claruscorp.com

 

Investor Relations Contact:

 

Gateway Group, Inc.

Cody Slach

Tel 1-949-574-3860

CLAR@gatewayir.com

 

 


 

 

CLARUS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except per share amounts)

 

    December 31, 2022     December 31, 2021  
             
Assets                
Current assets                
Cash   $ 12,061     $ 19,465  
Accounts receivable, net     66,553       66,180  
Inventories     147,072       129,354  
Prepaid and other current assets     9,899       11,831  
Income tax receivable     3,034       116  
Total current assets     238,619       226,946  
                 
Property and equipment, net     43,010       42,826  
Other intangible assets, net     55,255       73,683  
Indefinite-lived intangible assets     82,901       128,271  
Goodwill     62,993       118,090  
Deferred income taxes     17,912       22,433  
Other long-term assets     17,455       19,578  
Total assets   $ 518,145     $ 631,827  
                 
Liabilities and Stockholders' Equity                
Current liabilities                
Accounts payable   $ 27,052     $ 31,488  
Accrued liabilities     25,170       27,473  
Income tax payable     421       4,437  
Current portion of long-term debt     11,952       9,585  
Total current liabilities     64,595       72,983  
                 
Long-term debt, net     127,082       131,948  
Deferred income taxes     18,506       35,280  
Other long-term liabilities     15,854       21,448  
Total liabilities     226,037       261,659  
                 
Stockholders' Equity                
Preferred stock, $0.0001 par value per share; 5,000 shares authorized; none issued     -       -  
Common stock, $0.0001 par value per share; 100,000 shares authorized; 41,637 and 41,105 issued and 37,048 and 37,094 outstanding, respectively     4       4  
Additional paid in capital     679,339       662,996  
Accumulated deficit     (336,843 )     (263,342 )
Treasury stock, at cost     (32,707 )     (24,440 )
Accumulated other comprehensive loss     (17,685 )     (5,050 )
Total stockholders' equity     292,108       370,168  
Total liabilities and stockholders' equity   $ 518,145     $ 631,827  

 

 


 

 

CLARUS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

 

    Three Months Ended  
    December 31, 2022     December 31, 2021  
             
Sales                
Domestic sales   $ 56,224     $ 65,170  
International sales     47,958       53,013  
Total sales     104,182       118,183  
                 
Cost of goods sold     68,124       75,501  
Gross profit     36,058       42,682  
                 
Operating expenses                
Selling, general and administrative     33,080       32,591  
Transaction costs     87       2,571  
Contingent consideration benefit     -       (1,605 )
Impairment of goodwill and indefinite-lived intangible assets     92,311       -  
                 
Total operating expenses     125,478       33,557  
                 
Operating (loss) income     (89,420 )     9,125  
                 
Other (expense) income                
Interest expense, net     (2,835 )     (1,013 )
Other, net     806       (119 )
                 
Total other expense, net     (2,029 )     (1,132 )
                 
(Loss) income before income tax     (91,449 )     7,993  
Income tax benefit     (9,845 )     (6,053 )
Net (loss) income   $ (81,604 )   $ 14,046  
                 
Net (loss) income per share:                
Basic   $ (2.20 )   $ 0.39  
Diluted     (2.20 )     0.36  
                 
Weighted average shares outstanding:                
Basic     37,039       36,037  
Diluted     37,039       38,980  

 

 


 

 

CLARUS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

 

    Twelve Months Ended  
    December 31, 2022     December 31, 2021  
             
Sales                
Domestic sales   $ 238,144     $ 225,878  
International sales     209,962       149,916  
Total sales     448,106       375,794  
                 
Cost of goods sold     284,690       238,862  
Gross profit     163,416       136,932  
                 
Operating expenses                
Selling, general and administrative     135,039       105,494  
Transaction costs     2,967       11,843  
Contingent consideration expense (benefit)     493       (1,605 )
Impairment of goodwill and indefinite-lived intangible assets     92,311       -  
                 
Total operating expenses     230,810       115,732  
                 
Operating (loss) income     (67,394 )     21,200  
                 
Other income (expense)                
Interest expense, net     (7,895 )     (2,939 )
Other, net     (1,842 )     (4,382 )
                 
Total other expense, net     (9,737 )     (7,321 )
                 
(Loss) income before income tax     (77,131 )     13,879  
Income tax benefit     (7,351 )     (12,214 )
Net (loss) income   $ (69,780 )   $ 26,093  
                 
Net (loss) income per share:                
Basic   $ (1.88 )   $ 0.79  
Diluted     (1.88 )     0.73  
                 
Weighted average shares outstanding:                
Basic     37,201       33,136  
Diluted     37,201       35,686  

 

 


 

 

CLARUS CORPORATION

RECONCILIATION FROM GROSS PROFIT TO ADJUSTED GROSS PROFIT

AND ADJUSTED GROSS MARGIN

 

THREE MONTHS ENDED

 

    December 31, 2022         December 31, 2021  
                 
Gross profit as reported   $ 36,058     Gross profit as reported     42,682  
Plus impact of inventory fair value adjustment     -     Plus impact of inventory fair value adjustment     1,309  
Adjusted gross profit   $ 36,058     Adjusted gross profit   $ 43,991  
                     
Gross margin as reported     34.6 %   Gross margin as reported     36.1 %
                     
Adjusted gross margin     34.6 %   Adjusted gross margin     37.2 %

 

TWELVE MONTHS ENDED

 

    December 31, 2022         December 31, 2021  
                 
Gross profit as reported   $ 163,416     Gross profit as reported     136,932  
Plus impact of inventory fair value adjustment     269     Plus impact of inventory fair value adjustment     4,769  
Adjusted gross profit   $ 163,685     Adjusted gross profit   $ 141,701  
                     
Gross margin as reported     36.5 %   Gross margin as reported     36.4 %
                     
Adjusted gross margin     36.5 %   Adjusted gross margin     37.7 %

 

 


 

 

CLARUS CORPORATION

RECONCILIATION FROM NET (LOSS) INCOME TO NET INCOME BEFORE NON-CASH ITEMS, ADJUSTED

NET INCOME BEFORE NON-CASH ITEMS AND RELATED EARNINGS PER DILUTED SHARE

(In thousands, except per share amounts)

 

    Three Months Ended  
          Per Diluted           Per Diluted  
    December 31, 2022     Share     December 31, 2021     Share  
                         
Net (loss) income   $ (81,604 )   $ (2.20 )   $ 14,046     $ 0.36  
                                 
Amortization of intangibles     3,586       0.10       3,863       0.10  
Depreciation     1,826       0.05       1,649       0.04  
Amortization of debt issuance costs     231       0.01       170       0.00  
Stock-based compensation     2,219       0.06       3,063       0.08  
Inventory fair value of purchase accounting     -       -       1,309       0.03  
Impairment of goodwill and indefinite-lived intangible assets     92,311       2.49       -       -  
Income tax benefit     (9,845 )     (0.27 )     (6,053 )     (0.16 )
Cash paid for income taxes     (1,484 )     (0.04 )     (1,631 )     (0.04 )
                                 
Net income before non-cash items   $ 7,240     $ 0.20     $ 16,416     $ 0.42  
                                 
Transaction costs     87       0.00       2,571       0.07  
Contingent consideration (benefit)     -       -       (1,605 )     (0.04 )
State cash taxes on adjustments     (2 )     (0.00 )     (21 )     (0.00 )
                                 
Adjusted net income before non-cash items   $ 7,325     $ 0.20     $ 17,361     $ 0.45  

 

 


 

 

CLARUS CORPORATION

RECONCILIATION FROM NET (LOSS) INCOME TO NET INCOME BEFORE NON-CASH ITEMS, ADJUSTED

NET INCOME BEFORE NON-CASH ITEMS AND RELATED EARNINGS PER DILUTED SHARE

(In thousands, except per share amounts)

 

    Twelve Months Ended  
          Per Diluted           Per Diluted  
    December 31, 2022     Share     December 31, 2021     Share  
                         
Net (loss) income   $ (69,780 )   $ (1.88 )   $ 26,093     $ 0.73  
                                 
Amortization of intangibles     15,326       0.41       9,834       0.28  
Depreciation     7,626       0.20       5,985       0.17  
Amortization of debt issuance costs     824       0.02       505       0.01  
Stock-based compensation     11,361       0.31       9,477       0.27  
Inventory fair value of purchase accounting     269       0.01       4,769       0.13  
Impairment of goodwill and indefinite-lived intangible assets     92,311       2.48       -       -  
Income tax benefit     (7,351 )     (0.20 )     (12,214 )     (0.34 )
Cash paid for income taxes     (8,639 )     (0.23 )     (1,984 )     (0.06 )
                                 
Net income before non-cash items   $ 41,947     $ 1.13     $ 42,465     $ 1.19  
                                 
Transaction costs     2,967       0.08       11,843       0.33  
Contingent consideration (benefit)     493       0.01       (1,605 )     (0.04 )
State cash taxes on adjustments     (63 )     (0.00 )     (225 )     (0.01 )
                                 
Adjusted net income before non-cash items   $ 45,344     $ 1.22     $ 52,478     $ 1.47  

 

 


 

 

CLARUS CORPORATION

RECONCILIATION FROM NET (LOSS) INCOME TO EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION, AND
AMORTIZATION (EBITDA), AND ADJUSTED EBITDA

(In thousands)

 

    Three Months Ended  
    December 31, 2022     December 31, 2021  
             
Net (loss) income   $ (81,604 )   $ 14,046  
                 
Income tax benefit     (9,845 )     (6,053 )
Other, net     (806 )     119  
Interest expense, net     2,835       1,013  
                 
Operating (loss) income     (89,420 )     9,125  
                 
Depreciation     1,826       1,649  
Amortization of intangibles     3,586       3,863  
                 
EBITDA     (84,008 )     14,637  
                 
Transaction costs     87       2,571  
Contingent consideration benefit     -       (1,605 )
Inventory fair value of purchase accounting     -       1,309  
Impairment of goodwill and indefinite-lived intangible assets     92,311       -  
Stock-based compensation     2,219       3,063  
                 
Adjusted EBITDA   $ 10,609     $ 19,975  

 

 


 

 

CLARUS CORPORATION

RECONCILIATION FROM NET (LOSS) INCOME TO EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION, AND
AMORTIZATION (EBITDA), AND ADJUSTED EBITDA

(In thousands)

 

    Twelve Months Ended  
    December 31, 2022     December 31, 2021  
             
Net (loss) income   $ (69,780 )   $ 26,093  
                 
Income tax benefit     (7,351 )     (12,214 )
Other, net     1,842       4,382  
Interest expense, net     7,895       2,939  
                 
Operating (loss) income     (67,394 )     21,200  
                 
Depreciation     7,626       5,985  
Amortization of intangibles     15,326       9,834  
                 
EBITDA     (44,442 )     37,019  
                 
Transaction costs     2,967       11,843  
Contingent consideration expense (benefit)     493       (1,605 )
Inventory fair value of purchase accounting     269       4,769  
Impairment of goodwill and indefinite-lived intangible assets     92,311       -  
Stock-based compensation     11,361       9,477  
                 
Adjusted EBITDA   $ 62,959     $ 61,503