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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): May 8, 2025

 

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 May 8, 2025, Clarus Corporation (the “Company”) issued a press release announcing results for the first quarter ended March 31, 2025 (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 and incorporated herein by reference. Attached hereto as Exhibit 99.2 and incorporated herein by reference is a presentation regarding the Company’s financial results for the first quarter ended March 31, 2025 (the “Presentation”).

 

The Press Release and/or the Presentation contains the non-GAAP measures: (i) adjusted gross margin and adjusted gross profit, (ii) adjusted (loss) income from continuing operations and related earnings (loss) 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 (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) adjusted (loss) income from continuing operations and related earnings (loss) 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 the Press Release and the Presentation. We do not provide a reconciliation of the non-GAAP guidance measures adjusted EBITDA and/or adjusted EBITDA margin for the fiscal year 2025 to net income for the fiscal year 2025, the most comparable GAAP financial measure, due to the inherent difficulty of forecasting certain types of expenses and gains, without unreasonable effort, which affect net income but not adjusted EBITDA and/or adjusted EBITDA margin. 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 (including Exhibits 99.1 and 99.2) 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 May 8, 2025 (furnished only).
99.2 Slide Presentation for Conference Call held on May 8, 2025 (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: May 8, 2025

 

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

  

 

 

 

 

 

 

 

 

 

 

EX-99.1 2 tm2514461d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

Clarus Reports First Quarter 2025 Results

 

Continues to Execute Strategic Initiatives to Accelerate Long-Term Profitable Growth

 

Promotes Industry Veteran Tripp Wyckoff to Lead Adventure

 

Entered into Agreement to Divest PIEPS Snow Safety Brand for €7.8 Million

 

SALT LAKE CITY, May 8, 2025 (GLOBE NEWSWIRE) -- Clarus Corporation (NASDAQ: CLAR) (“Clarus” and/or the “Company”), a global company focused on the outdoor enthusiast markets, reported financial results for the first quarter ended March 31, 2025.

 

First Quarter 2025 Financial Summary vs. Same Year-Ago Quarter

 

· Sales of $60.4 million compared to $69.3 million.
· Gross margin was 34.4% compared to 35.9%; adjusted gross margin of 34.6% compared to 36.9%.
· Net loss of $5.2 million, or $(0.14) per diluted share, compared to net income, which includes the impact of discontinued operations, of $21.9 million, or $0.57 per diluted share.
· Loss from continuing operations of $5.2 million, or $(0.14) per diluted share, compared to loss from continuing operations of $6.5 million, or $(0.17) per diluted share.
· Adjusted loss from continuing operations of $(0.7) million, or $(0.02) per diluted share, compared to adjusted loss from continuing operations of $(0.1) million, or $(0.00) per diluted share.
· Adjusted EBITDA from continuing operations of $(0.8) million with an adjusted EBITDA margin of (1.3)% compared to $2.0 million with an adjusted EBITDA margin of 2.9%.

 

Management Commentary

 

“Against an increasingly challenging consumer backdrop across the outdoor market, we continued to execute in line with our strategic roadmap in the first quarter, strengthening the core of our Outdoor segment and investing to scale our Adventure segment,” said Warren Kanders, Clarus’ Executive Chairman. “We have maintained momentum at Outdoor, with our team focused on prioritizing our best and most profitable styles. Importantly, Black Diamond remains an iconic brand within core mountain and climb categories, and we’ve been pleased with the strong feedback from our partners regarding our revamped apparel line. At Adventure, the slowdown in both our OEM business and the core Australian wholesale market contributed to lower Q1 sales, but investments in innovation are expected to enhance new product introductions in the second half of the year.”

 

 


 

 

 

Mr. Kanders continued, “While our results to date have met topline expectations, the forward outlook remains highly unpredictable, and given the macroeconomic uncertainty, we believe it is prudent to withdraw our full-year guidance. In light of the challenges posed by tariffs and potential consequences on consumer demand, our focus is on controlling what we can. The Black Diamond organization is healthier than ever, and the hard work of the prior two years to simplify the business and right size our inventory has positioned us to better withstand market headwinds in the near term. We have made operational and organizational progress to start the year at Adventure, although conditions for this business remain challenging. We expect that our investments in new product development initiatives and enhanced fits will ultimately drive accelerated brand penetration globally.”

 

First Quarter 2025 Financial Results

 

On a consolidated basis, sales in the first quarter were $60.4 million compared to $69.3 million in the same year-ago quarter, down 13%. Sales in the Outdoor segment decreased 6% to $44.3 million, compared to $47.0 million in the year-ago quarter. Sales in the Adventure segment decreased 28% to $16.1 million, compared to $22.3 million in the year-ago quarter.

 

Sales in the Adventure segment decreased due to significantly lower demand from global OEM customers and a challenging wholesale market in Australia for both Rhino-Rack and Maxtrax, combined with a prior year large wholesale customer in North America not reoccurring in 2025. This was partially offset by $1.3 million of sales from the recent acquisition of RockyMounts. Sales in the Outdoor segment decreased due to our continued efforts around product simplification and SKU rationalization strategy, combined with the impact from the shift of IGD revenues out of the first quarter. This decrease was partially offset by increased revenue from our high-margin “A” and “B” products at Black Diamond.

 

Gross margin in the first quarter was 34.4% compared to 35.9% in the year-ago quarter. The gross margin decrease was primarily attributable to lower volumes and unfavorable product mix at both the Outdoor and Adventure segments. Specifically, the unfavorable product mix at Outdoor was related to high levels of discontinued merchandise that was sold during the quarter, including the vast majority of the remaining PFAS inventory. The unfavorable product mix at Adventure was primarily driven by promotional sales efforts in North America. This combined with lower wholesale volume at both Rhino-Rack and Maxtrax in Australia drove the decline in gross margin compared to the same year-ago quarter. Adjusted gross margin reflecting inventory fair value adjustments because of purchase accounting was 34.6% for the quarter compared to 36.9% in the year-ago quarter.

 

Selling, general and administrative expenses in the first quarter were $26.6 million compared to $28.2 million in the same year-ago quarter. The decrease was primarily a result of lower wages and marketing costs, as well as lower retail expenses at Outdoor due to store closures and other expense reduction initiatives across both segments to manage costs.

 

 


 

 

 

The loss from continuing operations in the first quarter of 2025 was $5.2 million, or $(0.14) per diluted share, compared to loss from continuing operations of $6.5 million, or $(0.17) per diluted share in the year-ago quarter. Loss from continuing operations in the first quarter includes $5.1 million of costs and charges associated with amortization of intangibles, disposal of internally developed software, restructuring charges, transactions costs, inventory fair value adjustment from purchase accounting, legal costs and regulatory matter expenses, and stock-based compensation.

 

Adjusted loss from continuing operations in the first quarter of 2025 was $(0.7) million, or $(0.02) per diluted share, compared to adjusted loss from continuing operations of $(0.1) million, or $(0.00) per diluted share, in the year-ago quarter. Adjusted loss from continuing operations excludes amortization of intangibles, disposal of internally developed software, restructuring charges, transactions costs, inventory fair value adjustment from purchase accounting, legal costs and regulatory matter expenses, and stock-based compensation.

 

Adjusted EBITDA from continuing operations in the first quarter was $(0.8) million, or an adjusted EBITDA margin of (1.3)%, compared to adjusted EBITDA from continuing operations of $2.0 million, or an adjusted EBITDA margin of 2.9%, in the same year-ago quarter.

 

Net cash used in operating activities for the three months ended March 31, 2025, was $(2.1) million compared to net cash used in operating activities of $(16.4) million in the prior year quarter. Capital expenditures in the first quarter of 2025 were $1.2 million compared to $1.9 million in the prior year quarter. Free cash flow for the first quarter of 2025 was $(3.3) million compared to $(18.3) million in the prior year quarter.

 

Liquidity at March 31, 2025 vs. December 31, 2024

 

· Cash and cash equivalents totaled $41.3 million compared to $45.4 million.
· Total debt of $1.9 million (related to the RockyMounts acquisition) compared to $1.9 million.

 

New Leader Appointed at Adventure

 

The Company announced today that Tripp Wyckoff has been appointed as the new Managing Director of Clarus' Adventure segment, effective immediately. He will be replacing Mathew Hayward who will depart the Company, effective June 30, 2025, to pursue other professional opportunities. Mr. Wykoff joined the Company in July 2024 and has served as General Manager of the Americas, responsible for managing and growing each of the Adventure brands in the U.S., Canada and Latin America.

 

 


 

 

 

Mr. Wyckoff has over 20 years of deep operating experience in senior leadership roles, including as the President of Vertical Supply Group (“VSG”), a leading branded arborist equipment provider and distributor. He led VSG for over nine years, building the industry’s most-recognizable direct-to-consumer platform, while growing earnings by 5x, integrating 11 acquisitions, and stewarding the business through two private equity transactions. Prior to VSG, Mr. Wyckoff spent eight years at Thule serving as Vice President of Sales, Marketing and Service, where he grew the brand significantly in the U.S. and was primarily responsible for bringing to market global initiatives, building one-on-one customer relationships and integrating key acquisitions. While at Thule, he guided multi-channel, go-to-market strategy development and execution, and he co-developed and implemented a value-added sales training program for the global sales team.

 

Mr. Kanders commented, “We are excited to promote leadership from within and appoint Tripp Wyckoff to head the Adventure Segment moving forward. Since joining Clarus last year, Tripp has helped drive critical progress in the U.S. organization and demonstrated the business-building skills necessary for Adventure to reach its fullest potential. A highly experienced leader, he has a wealth of knowledge, operating discipline and expertise in taking brands of our size to the next level. He previously led a private equity-backed business through multiple growth cycles and exits, with deep industry experience through various leadership roles at Thule. With the full support of the board, senior management, and the Adventure team, I firmly believe Tripp is the right leader to execute the next phase of the Adventure growth strategy, as we continue to see an attractive long-term opportunity underpinned by a large and growing addressable market across multiple verticals. We thank Mat Hayward for his important contributions during his tenure, which included establishing an entirely new product development and product commercialization process that will continue to guide us, and wish him all the best in his future endeavors.”

 

Agreement to Sell PIEPS

 

Following a comprehensive strategic review process launched in the fall of 2024, the Company entered into an agreement for the sale of PIEPS and assets of the JetForce avalanche pack intellectual property to a private investment firm for a total purchase price of €7.8 million including cash and debt. The agreement governing the sale has been executed by the parties and will become binding upon receipt by the notary in Austria of the original of the signed power of attorney of the purchaser, a copy of which has already been provided to the notary. This divestiture is aligned with Clarus’ prioritization of simplifying the business and rationalizing our product categories. We expect the transaction to close before the end of the third quarter of 2025 subject to customary closing conditions and other regulatory matters, including foreign direct investment requirements.

 

2025 Outlook

 

Due to the ongoing macroeconomic uncertainty stemming from U.S. global trade policies, including the impact of recently imposed or proposed tariffs and the resulting potential consequences on consumer demand, we are withdrawing the Company’s previously issued full year 2025 revenue, adjusted EBITDA, capital expenditures and free cash flow guidance. We intend to provide updated guidance once visibility improves.

 

 


 

 

 

Conference Call

 

The Company will hold a conference call today at 5:00 p.m. Eastern time to discuss its first quarter 2025 results.

 

Date: Thursday, May 8, 2025

Time: 5:00 pm ET

Registration Link: https://register-conf.media-server.com/register/BI6d93afa015384a388abd5672bbaf1a5b

 

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

 

About Clarus Corporation

 

Headquartered in Salt Lake City, Utah, Clarus Corporation is a global leader in the design and development of best-in-class equipment and lifestyle products for outdoor enthusiasts. Driven by our rich history of engineering and innovation, our objective is to provide safe, simple, effective and beautiful products so that our customers can maximize their outdoor pursuits and adventures. 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®, and TRED Outdoors® brand names through outdoor specialty and online retailers, our own websites, distributors, and original equipment manufacturers.

 

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) adjusted (loss) income from continuing operations and related earnings (loss) 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 (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) adjusted (loss) income from continuing operations and related earnings (loss) 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. We do not provide a reconciliation of the non-GAAP guidance measures adjusted EBITDA and/or adjusted EBITDA margin for the fiscal year 2025 to net income for the fiscal year 2025, the most comparable GAAP financial measure, due to the inherent difficulty of forecasting certain types of expenses and gains, without unreasonable effort, which affect net income but not adjusted EBITDA and/or adjusted EBITDA margin. 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 press release, include, but are not limited to, the possibility that a condition to closing of the sale of PIEPS may not be satisfied and the sale will not be consummated which could negatively impact the price of the Company’s shares of common stock or the business, results of operations, and financial condition of the Company, as well as 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 Contact:

 

Michael J. Yates

Chief Financial Officer

mike.yates@claruscorp.com

 

Investor Relations:

 

The IGB Group

Leon Berman / Matt Berkowitz

Tel 1-212-477-8438 / 1-212-227-7098

lberman@igbir.com / mberkowitz@igbir.com

 

 


 

 

 

CLARUS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except per share amounts) 

 

    March 31, 2025     December 31, 2024  
Assets                
Current assets                
Cash   $ 41,315     $ 45,359  
Accounts receivable, less allowance for                
credit losses of $1,146 and $1,271     42,764       43,678  
Inventories     87,483       82,278  
Prepaid and other current assets     5,485       5,555  
Income tax receivable     1,294       910  
Total current assets     178,341       177,780  
                 
Property and equipment, net     17,845       17,606  
Other intangible assets, net     29,532       31,516  
Indefinite-lived intangible assets     47,086       46,750  
Goodwill     3,804       3,804  
Deferred income taxes     36       36  
Other long-term assets     16,193       16,602  
Total assets   $ 292,837     $ 294,094  
                 
Liabilities and Stockholders’ Equity                
Current liabilities                
Accounts payable   $ 15,893     $ 11,873  
Accrued liabilities     22,219       22,276  
Current portion of long-term debt     1,919       1,888  
Total current liabilities     40,031       36,037  
                 
Deferred income taxes     11,207       12,210  
Other long-term liabilities     12,309       12,754  
Total liabilities     63,547       61,001  
                 
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; 43,054 and 43,004 issued and 38,402 and 38,362 outstanding, respectively     4       4  
Additional paid in capital     699,061       697,592  
Accumulated deficit     (413,060 )     (406,857 )
Treasury stock, at cost     (33,156 )     (33,114 )
Accumulated other comprehensive loss     (23,559 )     (24,532 )
Total stockholders’ equity     229,290       233,093  
Total liabilities and stockholders’ equity   $ 292,837     $ 294,094  

 

 


 

 

 

CLARUS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME

(Unaudited)

(In thousands, except per share amounts) 

 

    Three Months Ended  
    March 31, 2025     March 31, 2024  
Sales                
Domestic sales   $ 24,809     $ 28,284  
International sales     35,624       41,027  
Total sales     60,433       69,311  
                 
Cost of goods sold     39,639       44,460  
Gross profit     20,794       24,851  
                 
Operating expenses                
Selling, general and administrative     26,616       28,215  
Restructuring charges     173       370  
Transaction costs     142       38  
Legal costs and regulatory matter expenses     625       3,002  
                 
Total operating expenses     27,556       31,625  
                 
Operating loss     (6,762 )     (6,774 )
                 
Other income (expense)                
Interest income, net     257       370  
Other, net     459       (909 )
                 
Total other income (expense), net     716       (539 )
                 
Loss before income tax     (6,046 )     (7,313 )
Income tax benefit     (802 )     (851 )
Loss from continuing operations     (5,244 )     (6,462 )
                 
Discontinued operations, net of tax     -       28,346  
                 
Net (loss) income   $ (5,244 )   $ 21,884  
                 
Loss from continuing operations per share:                
Basic   $ (0.14 )   $ (0.17 )
Diluted     (0.14 )     (0.17 )
                 
Net (loss) income per share:                
Basic   $ (0.14 )   $ 0.57  
Diluted     (0.14 )     0.57  
                 
Weighted average shares outstanding:                
Basic     38,366       38,208  
Diluted     38,366       38,208  

 

 


 

 

 

CLARUS CORPORATION

RECONCILIATION FROM GROSS PROFIT TO ADJUSTED GROSS PROFIT

AND ADJUSTED GROSS MARGIN

 

THREE MONTHS ENDED 

 

    March 31, 2025         March 31, 2024  
                 
Sales   $ 60,433     Sales   $ 69,311  
                     
Gross profit as reported   $ 20,794     Gross profit as reported   $ 24,851  
Plus impact of inventory fair value adjustment     120     Plus impact of inventory fair value adjustment     -  
Plus impact of PFAS and other inventory reserves     -     Plus impact of PFAS and other inventory reserves     729  
Adjusted gross profit   $ 20,914     Adjusted gross profit   $ 25,580  
                     
Gross margin as reported     34.4 %   Gross margin as reported     35.9 %
                     
Adjusted gross margin     34.6 %   Adjusted gross margin     36.9 %

 

CLARUS CORPORATION

RECONCILIATION FROM LOSS FROM CONTINUING OPERATIONS TO ADJUSTED LOSS FROM CONTINUING OPERATIONS
AND RELATED EARNINGS PER DILUTED SHARE 

(In thousands, except per share amounts) 

 

    Three Months Ended March 31, 2025  
    Total     Gross     Operating     Income tax     Tax     Loss from     Diluted  
    sales     profit     expenses     benefit     rate     continuing operations     EPS (1)  
As reported   $ 60,433     $ 20,794     $ 27,556     $ (802 )     (13.3 )%   $ (5,244 )   $ (0.14 )
                                                         
Amortization of intangibles     -       -       (2,224 )     295               1,929          
Disposal of internally developed software     -       -       (365 )     48               317          
Restructuring charges     -       -       (173 )     23               150          
Transaction costs     -       -       (142 )     19               123          
Inventory fair value of purchase accounting     -       120       -       16               104          
Legal costs and regulatory matter expenses     -       -       (625 )     83               542          
Stock-based compensation     -       -       (1,469 )     48               1,421          
                                                         
As adjusted   $ 60,433     $ 20,914     $ 22,558     $ (270 )     29.1 %   $ (658 )   $ (0.02 )

 

(1) Potentially dilutive securities are excluded from the computation of diluted earnings (loss) per share if their effect is anti-dilutive to the loss from continuing operations. Reported loss from continuing operations per share and adjusted loss from continuing operations per share are both calculated based on 38,366 basic and diluted weighted average shares of common stock. 

 

 


 

 

 

    Three Months Ended March 31, 2024  
    Total     Gross     Operating     Income tax     Tax     Loss from     Diluted  
    sales     profit     expenses     (benefit) expense     rate     continuing operations     EPS (1)  
As reported   $ 69,311     $ 24,851     $ 31,625     $ (851 )     (11.6 )%   $ (6,462 )   $ (0.17 )
                                                         
Amortization of intangibles     -       -       (2,449 )     617               1,832          
Restructuring charges     -       -       (370 )     59               311          
Transaction costs     -       -       (38 )     6               32          
PFAS and other inventory reserves     -       729       -       114               615          
Legal costs and regulatory matter expenses     -       -       (3,002 )     461               2,541          
Stock-based compensation     -       -       (1,178 )     181               997          
                                                         
As adjusted   $ 69,311     $ 25,580     $ 24,588     $ 587       129.6 %   $ (134 )   $ (0.00 )

 

(1) Potentially dilutive securities are excluded from the computation of diluted earnings (loss) per share if their effect is anti-dilutive to the loss from continuing operations. Reported loss from continuing operations per share and adjusted loss from continuing operations per share are both calculated based on 38,208 basic and diluted weighted average shares of common stock.  

 

 


 

 

 

CLARUS CORPORATION

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

(In thousands) 

 

    Three Months Ended March 31, 2025     Three Months Ended March 31, 2024  
    Outdoor Segment     Adventure Segment     Corporate Costs     Total     Outdoor Segment     Adventure Segment     Corporate Costs     Total  
Operating income (loss)   $ 122     $ (3,054 )   $ (3,830 )   $ (6,762 )   $ (1,709 )   $ (770 )   $ (4,295 )   $ (6,774 )
Depreciation     506       377       -       883       673       353       -       1,026  
Amortization of intangibles     283       1,941       -       2,224       286       2,163       -       2,449  
                                                                 
EBITDA     911       (736 )     (3,830 )     (3,655 )     (750 )     1,746       (4,295 )     (3,299 )
                                                                 
Restructuring charges     173       -       -       173       224       146       -       370  
Transaction costs     70       40       32       142       -       -       38       38  
Legal costs and regulatory matter expenses     578       -       47       625       2,705       -       297       3,002  
Disposal of internally developed software     -       365       -       365       -       -       -       -  
Stock-based compensation     -       -       1,469       1,469       -       -       1,178       1,178  
Inventory fair value of purchase accounting     -       120       -       120       -       -       -       -  
PFAS and other inventory reserves     -       -       -       -       729       -       -       729  
                                                                 
Adjusted EBITDA   $ 1,732     $ (211 )   $ (2,282 )   $ (761 )   $ 2,908     $ 1,892     $ (2,782 )   $ 2,018  
                                                                 
Sales   $ 44,323     $ 16,110     $ -     $ 60,433       47,022       22,289       -       69,311  
                                                                 
EBITDA margin     2.1 %     (4.6 )%             (6.0 )%     (1.6 )%     7.8 %             (4.8 )%
Adjusted EBITDA margin     3.9 %     (1.3 )%             (1.3 )%     6.2 %     8.5 %             2.9 %

 

 

 

EX-99.2 3 tm2514461d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

Q1 EARNINGS PRESENTATION MAY 8, 2025

 


6 February 2023 PAGE 2 Forward - Looking Statements Please note that in this presentation we may use words such as “appears,” “anticipates,” “believes,” “plans,” “expects,” “int end s,” “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 statem ents 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 presentation, include, but are not limited to, the possibility that a condition to closing of the sale of PIEPS may not be satisfied and the sale will not be consummated which could negatively impact the price of the Company’s shares of common stock or the business, results of opera tio ns, and financial condition of the Company, as well as those risks and uncertainties more fully described from time to time in the Company's public reports filed with the Securities and Exchange C omm ission, 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 presentation are based upon information available to the Company as of the date of this presentation and speak only as of the date hereof. We assume no obligation to up date any forward - looking statements to reflect events or circumstances after the date of this presentation. Non - GAAP Financial Measures The Company reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). This pre sen tation contains the non - GAAP measures: ( i ) adjusted gross margin and adjusted gross profit, (ii) adjusted (loss) income from continuing operations and related earnings (loss) per diluted share, (iii) ear nin gs before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”), EBITDA margin, adjusted EBITDA, and adjusted EBITDA 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) adjusted (loss) income from continuing operations and related earning s ( loss) per diluted share, (iii) EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA margin, and (iv) free cash flow, provide useful information for the unders tan ding 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 perfor man ce 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 me asures within this presentation. We do not provide a reconciliation of the non - GAAP guidance measures adjusted EBITDA and/or adjusted EBITDA margin for the fiscal year 2025 to net income for the fiscal y ear 2025, the most comparable GAAP financial measure, due to the inherent difficulty of forecasting certain types of expenses and gains, without unreasonable effort, which affect net income but not a dju sted EBITDA and/or adjusted EBITDA margin. 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, th e 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. Market and Industry Data The market and industry data used throughout this presentation was obtained from various sources, including the Company’s own re search and estimates, surveys or studies conducted by third parties and industry or general publications and forecasts. Industry publications, surveys and forecasts generally state that they have o bta ined information from sources believed to be reliable, but there can be no assurance as to the accuracy and completeness of such information. While the Company believes that each of these surveys, studies, publ ica tions and forecasts is reliable, it has not independently verified such data and the Company is not making any representation as to the accuracy of such information. Similarly, the Company believes its internal re search and estimates are reliable but it has not been verified by any independent sources. In addition, while the Company believes that the industry and market information included herein is generally reliab le, such information is inherently imprecise. While the Company is not aware of any misstatements regarding the industry and market data presented herein, its estimates involve risks and uncertainties and are sub ject to change based on various factors, including those discussed under the heading “Forward - Looking Statements” above. DISCLAIMER Warren Kanders EXECUTIVE CHAIRMAN Clarus TODAY’S PRESENTERS Mike Yates CFO Clarus Neil Fiske PRESIDENT Black Diamond Equipment

 


 


6 February 2023 PAGE 4 STRATEGIC PRIORITIES: Q1 HIGHLIGHTS Positioned for long - term sustainable growth Strategic roadmap continues to guide execution Black Diamond objective : Simplify and focus on the core Steady progress on key initiatives with overall Q1 performance in line with expected market softness Adventure objective: Invest to scale New Adventure leader to execute next phase of growth strategy and capitalize on compelling long - term opportunities, particularly outside home market Strong balance sheet/ p rudent capital allocation Nearly debt - free 1 with $41.3M of cash on the balance sheet at 3/31; sale of PIEPS consistent with simplification strategy 1 Total debt of $1.9 million at 3/31 related to the RockyMounts acquisition Commitment to operational and organizational progress despite increasingly challenging macro backdrop $ 60.4m $ 16.1m $44.3 m 34.6 % $(0.8 )m Revenue - 13% Y/Y Adventure Revenue - 28% Y/Y Outdoor Revenue - 6% Y/Y Adj.

 


Gross Margin - 230 BPS Y/Y Adj. EBITDA FIRST QUARTER RESULTS AT A GLANCE Adventure Adj. EBITDA: $(0.2)m Outdoor Adj.

 


EBITDA: $1.7m 6 February 2023 PAGE 6 OUTDOOR - STRATEGIC PRIORITIES AND HIGHLIGHTS • Delivering on commitment to reshape business • Important progress on simplification over the last two years puts Black Diamond in far better position to manage current period of uncertainty stemming from U.S. global trade policies • Lower Q1 gross margin was due to higher mix and quantity of discontinued merchandise, plus one - time cost items • Enhanced inventories - down 3.5% y/y - with 74% of value in most profitable “A” styles • Healthy order book for F/W winter season, with initial apparel bookings up 30% in Europe and 50% in North America • Actively implementing solutions to offset the cost impact of tariffs, taking a long - term view to emerge in an even stronger competitive position MANAGEMENT COMMENTARY BUILDING BLOCKS IN FOCUS SIMPLIFICATION EXECUTION PRODUCT LEADERSHIP FEWER, BIGGER, BETTER 6 February 2023 PAGE 7 ADVENTURE - STRATEGIC PRIORITIES AND HIGHLIGHTS • Promoted leadership from within and appointed Tripp Wyckoff to serve as new Adventure head • Industry veteran with 20+ yrs experience, Wyckoff has helped drive critical progress in U.S. organization since joining Clarus in July 2024 • Lower Q1 results – 28% y/y revenue decline related to performance at three accounts • Sales in Australia, removing impact from three accounts, were flat y/y despite difficult market • RockyMounts delivered Q1 revenue of $1.3M • Continuing to make inroads with new customers across all product categories, particularly in North America and R.O.W. MANAGEMENT COMMENTARY BUILDING BLOCKS IN FOCUS INVESTMENT INTO U.S. AND ROW INVESTMENT INTO BRAND REBUILT LEADERSHIP TEAM

 


 


6 February 2023 PAGE 8 NET SALES Q1 2025 FINANCIAL RESULTS Q1 202 5 ADJ. GROSS MARGIN ADJ. EBITDA ADJ. EBITDA MARGIIN (1.3)% ($ 0.8 M) 34.6% $60.4M Q1 202 4 2.9% $ 2.0 M 36.9% $69.3M • Due to ongoing macroeconomic uncertainty stemming from U.S. global trade policies, including the impact of tariffs and resulting potential consequences on consumer demand, withdrawing previously issued FY 2025 revenue, adjusted EBITDA, capital expenditures and free cash flow guidance 6 February 2023 PAGE 10 BALANCE SHEET

 


APPENDIX

 


 


6 February 2023 PAGE 11 INCOME STATEMENT 6 February 2023 PAGE 12 NON - GAAP RECONCILIATION

 


 


6 February 2023 PAGE 13 NON - GAAP RECONCILIATION 6 February 2023 PAGE 14 NON - GAAP RECONCILIATION