CLAR 8-K
Clarus Corp (CLAR)
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form
Current Report
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Item 2.02 Results of Operations and Financial Condition
On August 6, 2026, Clarus Corporation (the “Company”) issued a press release announcing its results for the second quarter ended June 30, 2026 (the “Press Release”). A copy of the Press Release and an investor presentation regarding the Company’s results for the second quarter ended June 30, 2026 (the “Presentation”) are furnished as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
The Press Release and the Presentation contain the non-GAAP measures: (i) adjusted gross margin and adjusted gross profit, (ii) adjusted net income (loss) 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 net income (loss) and related earnings (loss) per diluted share, (iii) EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA margin, and (iv) free cash flow, provides useful information for the understanding of its ongoing operations and enables investors to focus on period-over-period operating performance, and thereby enhances the 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 2026 to net income for the fiscal year 2026, 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 August 6, 2026 (furnished only). |
| 99.2 | Investor Presentation dated August 6, 2026 (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: August 6, 2026
| CLARUS CORPORATION | |
| By: | /s/ Michael J. Yates | |
| Name: | Michael J. Yates | |
| Title: | Chief Financial Officer |
Exhibit 99.1
Clarus Reports Second Quarter 2026 Results
Grew Quarterly Sales at Outdoor by 8.5%
Increased Apparel Sales in Outdoor Segment for Fifth Consecutive Quarter
Repurchased 153,331 Shares of Common Stock for Approximately $0.4 Million
Jefferies LLC Continues to Assist the Company with Evaluating Strategic Alternatives
SALT LAKE CITY, August 6, 2026 (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 second quarter ended June 30, 2026.
Second Quarter 2026 Financial Summary vs. Same Year-Ago Quarter
| · | Sales of $56.2 million compared to $55.2 million. |
| · | The Company received a refund of approximately $6.1 million related to previously paid International Emergency Economic Powers Act (“IEEPA”) tariffs, which was recorded as an offset to cost of goods sold. |
| · | Gross margin was 48.9% compared to 35.6%. Second quarter 2026 gross margin includes a benefit of approximately 1,090 basis points from the recovery of IEEPA tariffs. |
| · | Net income of $4.7 million with a net income margin of 8.4%, or $0.12 per diluted share, compared to net loss of $8.4 million with a net loss margin of (15.3)%, or $(0.22) per diluted share. |
| · | Adjusted net income of $6.8 million, or $0.18 per diluted share, compared to adjusted net loss of $(3.1) million, or $(0.08) per diluted share. |
| · | Adjusted EBITDA of $7.6 million with an adjusted EBITDA margin of 13.6%, compared to Adjusted EBITDA loss of $(4.4) million with an adjusted EBITDA margin of (8.0)%. |
Management Commentary
“Our second quarter results reflects disciplined execution of our simplification strategy,” said Warren Kanders, Clarus’ Executive Chairman. “The IEEPA tariff refund we recognized during the quarter lifted earnings and gross margin, but our underlying performance was solid and we continue to see encouraging signs of progress across both segments. At Outdoor, where second quarter revenue, margin, and EBITDA all increased year-over-year, we believe that the team’s hard work concentrating inventory on our highest-volume, highest-margin products is paying off. Our big three Outdoor categories of Mountain, Climb, and Apparel drove 95% of total segment revenues, a testament to the deliberate actions we have taken to prioritize Black Diamond’s best and most profitable styles. In the Adventure segment, we continue to carefully balance targeted investments with ongoing cost and productivity initiatives. Notably, Adventure’s second quarter gross margin improved 420 basis points year-over-year driven by price growth and better segmentation across our retailer base.”
Mr. Kanders added, “Despite geopolitical and macroeconomic headwinds, we continue to expect full-year revenue to fall within our previously provided guidance range. Outdoor has performed well in a challenging market, and we remain confident that Black Diamond is positioned to capitalize on the growth opportunities ahead. With cleaner inventory, less discounting, and a shift toward a full-price premium model, we are well positioned to drive improved profitability. At Adventure, we have improved the organizational shape to capture more margin as the business re-scales. During the second quarter, we completed the bolt-on acquisition of ONWRD Supply Co. brand and related assets, enhancing our portfolio mix with complementary, high margin in-vehicle accessories. Overall, we remain committed to unlocking the intrinsic value of both segments and to maximizing long-term value for our shareholders.”
Second Quarter 2026 Financial Results
On a consolidated basis, sales in the second quarter were $56.2 million compared to $55.2 million in the same year-ago quarter, up 1.6%. Sales in the Outdoor segment increased 8.5% to $39.8 million, compared to $36.7 million in the year-ago quarter. Sales in the Adventure segment decreased 11.9% to $16.4 million, compared to $18.6 million in the year-ago quarter.
Sales in the Outdoor segment increased due to increases in global wholesale, independent global distributor, and global direct-to-consumer revenues, partially offset by lower PIEPS revenue due to the sale of PIEPS in July 2025. Sales in the Adventure segment decreased due to an unfavorable wholesale market in Australia and North America for Rhino-Rack and MAXTRAX, partially offset by favorable FX.
Gross margin in the second quarter was 48.9% compared to 35.6% in the year-ago quarter. The gross margin increase was primarily attributable to receiving $6.1 million of IEEPA tariff refunds, higher volumes and a favorable product mix at the Outdoor segment, and a favorable product mix at the Adventure segment, which was partially offset by lower volume at the Adventure segment.
Selling, general and administrative expenses in the second quarter were $24.3 million compared to $26.9 million in the same year-ago quarter. Second quarter 2026 expenses reflect lower marketing costs, depreciation, amortization and other expense reduction initiatives across both segments to manage costs and the removal of PIEPS due to its sale during 2025.
Net income in the second quarter of 2026 was $4.7 million with a net income margin of 8.4%, or $0.12 per diluted share, compared to net loss of $(8.4) million with a net loss margin of (15.3)%, or $(0.22) per diluted share, in the year-ago quarter.
Adjusted net income in the second quarter of 2026 was $6.8 million, or $0.18 per diluted share, compared to adjusted net loss of $(3.1) million, or $(0.08) per diluted share, in the year-ago quarter. Adjusted net income (loss) excludes amortization of intangibles, impairment of indefinite-lived intangible assets, restructuring charges, transaction costs, contingent consideration benefit, and stock-based compensation.
Adjusted EBITDA in the second quarter was $7.6 million, or an adjusted EBITDA margin of 13.6%, compared to adjusted EBITDA of $(4.4) million, or an adjusted EBITDA margin of (8.0)%, in the same year-ago quarter.
Net cash provided by operating activities for the three months ended June 30, 2026, was $1.7 million compared to net cash used in operating activities of $(9.4) million in the prior year quarter. Capital expenditures in the second quarter of 2026 were $1.1 million compared to $1.9 million in the prior year quarter. Free cash flow for the second quarter of 2026 was $0.6 million compared to an outflow of $11.3 million in the prior year quarter.
Liquidity at June 30, 2026 vs. December 31, 2025
| · | Cash and cash equivalents totaled $28.9 million compared to $36.7 million. |
| · | The balance sheet was debt free at the end of both periods. |
Stock Repurchase Program
During the second quarter, the Company repurchased 153,331 shares of its common stock for approximately $0.4 million, or $2.92 per share, leaving approximately $42.4 million remaining under its $50 million stock repurchase program.
Acquisition of ONWRD
In June 2026, Rhino-Rack USA completed the acquisition of certain assets and liabilities constituting ONWRD Supply Co. (“ONWRD”), an outdoor inspired accessories brand that makes modular storage and organization systems for cars, trucks, vans, and SUVs. ONWRD’s products feature customizable panels, headrest attachments, and pouches designed to keep gear secure during off-road or daily travel. The ONWRD business has been integrated into Rhino-Rack USA’s existing operations in Colorado.
Strategic Review
The Company previously announced that its Board of Directors initiated a comprehensive review of strategic alternatives to enhance shareholder value. The review includes a range of potential strategic alternatives, including, among other things, the sale of all or part of the business or other strategic or financial transactions involving the Company. The review has no deadline or definitive timetable and there can be no assurance that the review will result in any transaction or other strategic outcome. The Company does not intend to disclose further developments regarding the review unless and until it determines that further disclosure is appropriate or required. Clarus has retained Jefferies LLC as its financial advisor.
2026 Outlook
The Company continues to expect fiscal year 2026 sales to range between $245 million and $255 million and now expects adjusted EBITDA to range between approximately $12 million and $13 million, or an adjusted EBITDA margin of 5.0% at the mid-point of the revenue and adjusted EBITDA ranges. Capital expenditures are expected to remain between $6 million and $7 million, consistent with the Company’s prior outlook, and free cash flow is now expected to be $6 million for the full year 2026. For the third quarter of 2026, sales are expected to range between $66 million and $68 million, and adjusted EBITDA is expected to be approximately $3 million.
Clarus has not provided net income or net cash provided by operating activities guidance due to the inherent difficulty of forecasting certain expenses, gains, changes in working capital and other items affecting those measures. Accordingly, the Company does not provide reconciliations of adjusted EBITDA, adjusted EBITDA margin or free cash flow guidance to their most directly comparable GAAP measures for fiscal year 2026.
Conference Call
The Company will hold a conference call today at 5:00 p.m. Eastern time to discuss its second quarter 2026 results.
Date: Thursday, August 6, 2026
Time: 5:00 pm ET
Registration Link: https://register-conf.media-server.com/register/BI19da625963174778be074ad27b47b34c
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®, RockyMounts®, and Onwrd® 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 net income (loss) 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 net income (loss) and related earnings (loss) per diluted share, (iii) EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA margin, and (iv) free cash flow, provides 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 2026 to net income for the fiscal year 2026, 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, risks and uncertainties related to the Company’s review of strategic alternatives, including the timing and outcome of the review, whether the review results in any transaction or other strategic outcome, whether and when the Company provides further updates, and the potential impact of the review on the Company’s business and operations, 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
Investor Relations:
The IGB Group
Leon Berman / Matt Berkowitz
Tel 1-212-477-8438 / 1-212-227-7098
[email protected] / [email protected]
CLARUS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except per share amounts)
| June 30, 2026 | December 31, 2025 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ | 28,925 | $ | 36,691 | ||||
| Accounts receivable, less allowance for | ||||||||
| credit losses of $1,269 and $1,121 | 43,119 | 44,839 | ||||||
| Inventories | 92,008 | 83,028 | ||||||
| Prepaid and other current assets | 8,076 | 5,457 | ||||||
| Income tax receivable | 1,427 | 1,407 | ||||||
| Total current assets | 173,555 | 171,422 | ||||||
| Property and equipment, net | 18,867 | 18,255 | ||||||
| Other intangible assets, net | 21,565 | 23,761 | ||||||
| Indefinite-lived intangible assets | 19,600 | 19,600 | ||||||
| Deferred income taxes | 55 | 55 | ||||||
| Other long-term assets | 21,188 | 15,935 | ||||||
| Total assets | $ | 254,830 | $ | 249,028 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 17,861 | $ | 15,907 | ||||
| Accrued liabilities | 20,843 | 24,403 | ||||||
| Income tax payable | 320 | 179 | ||||||
| Total current liabilities | 39,024 | 40,489 | ||||||
| Deferred income taxes | 1,301 | 1,418 | ||||||
| Other long-term liabilities | 16,433 | 10,728 | ||||||
| Total liabilities | 56,758 | 52,635 | ||||||
| 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; 43,104 and 43,054 issued and 38,288 and 38,402 outstanding, respectively | 4 | 4 | ||||||
| Additional paid in capital | 704,909 | 703,487 | ||||||
| Accumulated deficit | (457,756 | ) | (457,253 | ) | ||||
| Treasury stock, at cost | (33,635 | ) | (33,156 | ) | ||||
| Accumulated other comprehensive loss | (15,450 | ) | (16,689 | ) | ||||
| Total stockholders’ equity | 198,072 | 196,393 | ||||||
| Total liabilities and stockholders’ equity | $ | 254,830 | $ | 249,028 | ||||
CLARUS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Unaudited)
(In thousands, except per share amounts)
| Three Months Ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Sales | ||||||||
| Domestic sales | $ | 24,522 | $ | 24,724 | ||||
| International sales | 31,634 | 30,523 | ||||||
| Total sales | 56,156 | 55,247 | ||||||
| Cost of goods sold | 28,684 | 35,567 | ||||||
| Gross profit | 27,472 | 19,680 | ||||||
| Operating expenses | ||||||||
| Selling, general and administrative | 24,303 | 26,910 | ||||||
| Restructuring charges | 140 | 161 | ||||||
| Transaction costs | 22 | 108 | ||||||
| Contingent consideration benefit | (254 | ) | - | |||||
| Legal and regulatory matter (benefit) costs | (1,299 | ) | 1,837 | |||||
| Impairment of indefinite-lived intangible assets | - | 1,565 | ||||||
| Total operating expenses | 22,912 | 30,581 | ||||||
| Operating income (loss) | 4,560 | (10,901 | ) | |||||
| Other income | ||||||||
| Interest income, net | 84 | 153 | ||||||
| Other, net | 92 | 1,483 | ||||||
| Total other income, net | 176 | 1,636 | ||||||
| Income (loss) before income tax | 4,736 | (9,265 | ) | |||||
| Income tax expense (benefit) | 22 | (831 | ) | |||||
| Net income (loss) | $ | 4,714 | $ | (8,434 | ) | |||
| Net income (loss) per share: | ||||||||
| Basic | $ | 0.12 | $ | (0.22 | ) | |||
| Diluted | 0.12 | (0.22 | ) | |||||
| Weighted average shares outstanding: | ||||||||
| Basic | 38,369 | 38,402 | ||||||
| Diluted | 38,369 | 38,402 | ||||||
CLARUS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Unaudited)
(In thousands, except per share amounts)
| Six Months Ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Sales | ||||||||
| Domestic sales | $ | 49,402 | $ | 49,533 | ||||
| International sales | 68,692 | 66,147 | ||||||
| Total sales | 118,094 | 115,680 | ||||||
| Cost of goods sold | 67,859 | 75,206 | ||||||
| Gross profit | 50,235 | 40,474 | ||||||
| Operating expenses | ||||||||
| Selling, general and administrative | 50,880 | 53,526 | ||||||
| Restructuring charges | 993 | 334 | ||||||
| Transaction costs | 44 | 250 | ||||||
| Contingent consideration benefit | (254 | ) | - | |||||
| Legal and regulatory matter costs | 80 | 2,462 | ||||||
| Impairment of indefinite-lived intangible assets | - | 1,565 | ||||||
| Total operating expenses | 51,743 | 58,137 | ||||||
| Operating loss | (1,508 | ) | (17,663 | ) | ||||
| Other income | ||||||||
| Interest income, net | 172 | 410 | ||||||
| Other, net | 3,000 | 1,942 | ||||||
| Total other income, net | 3,172 | 2,352 | ||||||
| Income (loss) before income tax | 1,664 | (15,311 | ) | |||||
| Income tax expense (benefit) | 245 | (1,633 | ) | |||||
| Net income (loss) | $ | 1,419 | $ | (13,678 | ) | |||
| Net income (loss) per share: | ||||||||
| Basic | $ | 0.04 | $ | (0.36 | ) | |||
| Diluted | 0.04 | (0.36 | ) | |||||
| Weighted average shares outstanding: | ||||||||
| Basic | 38,389 | 38,384 | ||||||
| Diluted | 38,390 | 38,384 | ||||||
CLARUS CORPORATION
RECONCILIATION FROM GROSS PROFIT TO ADJUSTED GROSS PROFIT
AND ADJUSTED GROSS MARGIN
THREE MONTHS ENDED
| June 30, 2026 | June 30, 2025 | |||||||||
| Sales | $ | 56,156 | Sales | $ | 55,247 | |||||
| Gross profit as reported | $ | 27,472 | Gross profit as reported | $ | 19,680 | |||||
| Adjusted gross profit | $ | 27,472 | Adjusted gross profit | $ | 19,680 | |||||
| Gross margin as reported | 48.9 | % | Gross margin as reported | 35.6 | % | |||||
| Adjusted gross margin | 48.9 | % | Adjusted gross margin | 35.6 | % | |||||
SIX MONTHS ENDED
| June 30, 2026 | June 30, 2025 | |||||||||
| Sales | $ | 118,094 | Sales | $ | 115,680 | |||||
| Gross profit as reported | $ | 50,235 | Gross profit as reported | $ | 40,474 | |||||
| Plus impact of inventory fair value adjustment | - | Plus impact of inventory fair value adjustment | 120 | |||||||
| Adjusted gross profit | $ | 50,235 | Adjusted gross profit | $ | 40,594 | |||||
| Gross margin as reported | 42.5 | % | Gross margin as reported | 35.0 | % | |||||
| Adjusted gross margin | 42.5 | % | Adjusted gross margin | 35.1 | % | |||||
CLARUS CORPORATION
RECONCILIATION
FROM NET INCOME (LOSS) TO ADJUSTED NET INCOME (LOSS)
AND RELATED EARNINGS PER DILUTED SHARE
(In thousands, except per share amounts)
| Three Months Ended June 30, 2026 | ||||||||||||||||||||||||||||
| Total | Gross | Operating | Income tax | Tax | Net | Diluted | ||||||||||||||||||||||
| sales | profit | expenses | expense | rate | income | EPS (1) | ||||||||||||||||||||||
| As reported | $ | 56,156 | $ | 27,472 | $ | 22,912 | $ | 22 | (0.5 | )% | $ | 4,714 | $ | 0.12 | ||||||||||||||
| Amortization of intangibles | - | - | (1,906 | ) | 9 | 1,897 | ||||||||||||||||||||||
| Restructuring charges | - | - | (140 | ) | - | 140 | ||||||||||||||||||||||
| Transaction costs | - | - | (22 | ) | - | 22 | ||||||||||||||||||||||
| Contingent consideration benefit | - | - | 254 | - | (254 | ) | ||||||||||||||||||||||
| Stock-based compensation | - | - | (268 | ) | - | 268 | ||||||||||||||||||||||
| As adjusted | $ | 56,156 | $ | 27,472 | $ | 20,830 | $ | 31 | 0.5 | % | $ | 6,787 | $ | 0.18 | ||||||||||||||
(1) Potentially dilutive securities are excluded from the computation of diluted earnings (loss) per share if their effect is anti-dilutive to net loss. Reported net income per share and adjusted net income per share are both calculated based on 38,369 diluted weighted average shares of common stock.
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||||
| Total | Gross | Operating | Income tax | Tax | Net | Diluted | ||||||||||||||||||||||
| sales | profit | expenses | benefit | rate | loss | EPS (1) | ||||||||||||||||||||||
| As reported | $ | 55,247 | $ | 19,680 | $ | 30,581 | $ | (831 | ) | (9.0 | )% | $ | (8,434 | ) | $ | (0.22 | ) | |||||||||||
| Amortization of intangibles | - | - | (2,213 | ) | 217 | 1,996 | ||||||||||||||||||||||
| Impairment of indefinite-lived intangible assets | - | - | (1,565 | ) | - | 1,565 | ||||||||||||||||||||||
| Restructuring charges | - | - | (161 | ) | 16 | 145 | ||||||||||||||||||||||
| Transaction costs | - | - | (108 | ) | 10 | 98 | ||||||||||||||||||||||
| Stock-based compensation | - | - | (1,554 | ) | 57 | 1,497 | ||||||||||||||||||||||
| As adjusted | $ | 55,247 | $ | 19,680 | $ | 24,980 | $ | (531 | ) | 14.5 | % | $ | (3,133 | ) | $ | (0.08 | ) | |||||||||||
(1) Potentially dilutive securities are excluded from the computation of diluted earnings (loss) per share if their effect is anti-dilutive to net loss. Reported net loss per share and adjusted net loss per share are both calculated based on 38,402 basic and diluted weighted average shares of common stock.
CLARUS CORPORATION
RECONCILIATION
FROM NET INCOME (LOSS) TO ADJUSTED NET INCOME (LOSS)
AND RELATED EARNINGS PER DILUTED SHARE
(In thousands, except per share amounts)
| Six Months Ended June 30, 2026 | ||||||||||||||||||||||||||||
| Total | Gross | Operating | Income tax | Tax | Net | Diluted | ||||||||||||||||||||||
| sales | profit | expenses | expense | rate | income | EPS (1) | ||||||||||||||||||||||
| As reported | $ | 118,094 | $ | 50,235 | $ | 51,743 | $ | 245 | (14.7 | )% | $ | 1,419 | $ | 0.04 | ||||||||||||||
| Amortization of intangibles | - | - | (3,843 | ) | 23 | 3,820 | ||||||||||||||||||||||
| Restructuring charges | - | - | (993 | ) | - | 993 | ||||||||||||||||||||||
| Transaction costs | - | - | (44 | ) | - | 44 | ||||||||||||||||||||||
| Contingent consideration benefit | - | - | 254 | - | (254 | ) | ||||||||||||||||||||||
| Stock-based compensation | - | - | (1,422 | ) | - | 1,422 | ||||||||||||||||||||||
| As adjusted | $ | 118,094 | $ | 50,235 | $ | 45,695 | $ | 268 | 3.5 | % | $ | 7,444 | $ | 0.19 | ||||||||||||||
(1) Potentially dilutive securities are excluded from the computation of diluted earnings (loss) per share if their effect is anti-dilutive to net loss. Reported net income per share and adjusted net income per share are both calculated based on 38,390 diluted weighted average shares of common stock.
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||
| Total | Gross | Operating | Income tax | Tax | Net | Diluted | ||||||||||||||||||||||
| sales | profit | expenses | benefit | rate | loss | EPS (1) | ||||||||||||||||||||||
| As reported | $ | 115,680 | $ | 40,474 | $ | 58,137 | $ | (1,633 | ) | (10.7 | )% | $ | (13,678 | ) | $ | (0.36 | ) | |||||||||||
| Amortization of intangibles | - | - | (4,437 | ) | 512 | 3,925 | ||||||||||||||||||||||
| Impairment of indefinite-lived intangible assets | - | - | (1,565 | ) | - | 1,565 | ||||||||||||||||||||||
| Disposal of internally developed software | - | - | (365 | ) | 48 | 317 | ||||||||||||||||||||||
| Restructuring charges | - | - | (334 | ) | 39 | 295 | ||||||||||||||||||||||
| Transaction costs | - | - | (250 | ) | 29 | 221 | ||||||||||||||||||||||
| Inventory fair value of purchase accounting | - | 120 | - | 16 | 104 | |||||||||||||||||||||||
| Stock-based compensation | - | - | (3,023 | ) | 105 | 2,918 | ||||||||||||||||||||||
| As adjusted | $ | 115,680 | $ | 40,594 | $ | 48,163 | $ | (884 | ) | 16.9 | % | $ | (4,333 | ) | $ | (0.11 | ) | |||||||||||
(1) Potentially dilutive securities are excluded from the computation of diluted earnings (loss) per share if their effect is anti-dilutive to net loss. Reported net loss per share and adjusted net loss per share are both calculated based on 38,384 basic and diluted weighted average shares of common stock.
CLARUS CORPORATION
RECONCILIATION FROM CONSOLIDATED NET INCOME (LOSS) AND NET INCOME (LOSS) MARGIN TO EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION, AND AMORTIZATION (EBITDA), EBITDA MARGIN, ADJUSTED EBITDA, AND ADJUSTED EBITDA MARGIN
(In thousands)
| Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||
| Outdoor Segment | Adventure Segment | Corporate Costs | Total (1) | Outdoor Segment | Adventure Segment | Corporate Costs | Total (1) | |||||||||||||||||||||||||
| Net income (loss) | $ | 4,714 | $ | (8,434 | ) | |||||||||||||||||||||||||||
| Income tax expense (benefit) | 22 | (831 | ) | |||||||||||||||||||||||||||||
| Other, net | (92 | ) | (1,483 | ) | ||||||||||||||||||||||||||||
| Interest income, net | (84 | ) | (153 | ) | ||||||||||||||||||||||||||||
| Operating income (loss) | $ | 8,177 | $ | (1,333 | ) | $ | (2,284 | ) | $ | 4,560 | $ | (4,242 | ) | $ | (2,203 | ) | $ | (4,456 | ) | $ | (10,901 | ) | ||||||||||
| Depreciation | 616 | 322 | 62 | 1,000 | 534 | 343 | - | 877 | ||||||||||||||||||||||||
| Amortization of intangibles | 162 | 1,744 | - | 1,906 | 245 | 1,968 | - | 2,213 | ||||||||||||||||||||||||
| EBITDA | $ | 8,955 | $ | 733 | $ | (2,222 | ) | $ | 7,466 | $ | (3,463 | ) | $ | 108 | $ | (4,456 | ) | $ | (7,811 | ) | ||||||||||||
| Restructuring charges | 92 | 48 | - | 140 | (42 | ) | 203 | - | 161 | |||||||||||||||||||||||
| Transaction costs | - | - | 22 | 22 | 86 | - | 22 | 108 | ||||||||||||||||||||||||
| Contingent consideration benefit | - | (254 | ) | - | (254 | ) | - | - | - | - | ||||||||||||||||||||||
| Impairment of indefinite-lived intangible assets | - | - | - | - | 1,565 | - | - | 1,565 | ||||||||||||||||||||||||
| Stock-based compensation | - | - | 268 | 268 | - | - | 1,554 | 1,554 | ||||||||||||||||||||||||
| Adjusted EBITDA (2) | $ | 9,047 | $ | 527 | $ | (1,932 | ) | $ | 7,642 | $ | (1,854 | ) | $ | 311 | $ | (2,880 | ) | $ | (4,423 | ) | ||||||||||||
| Sales | $ | 39,776 | $ | 16,380 | $ | - | $ | 56,156 | $ | 36,661 | $ | 18,586 | $ | - | $ | 55,247 | ||||||||||||||||
| Net income (loss) margin | 8.4 | % | (15.3 | )% | ||||||||||||||||||||||||||||
| EBITDA margin | 22.5 | % | 4.5 | % | 13.3 | % | (9.4 | )% | 0.6 | % | (14.1 | )% | ||||||||||||||||||||
| Adjusted EBITDA margin | 22.7 | % | 3.2 | % | 13.6 | % | (5.1 | )% | 1.7 | % | (8.0 | )% | ||||||||||||||||||||
(1) The Company reconciles consolidated Net income (loss) to EBITDA and Adjusted EBITDA as it has historically not allocated Income tax expense (benefit), Other, net, and Interest income, net to the segments or to Corporate.
(2) Beginning in the first quarter of 2026, the Company will no longer add back Legal costs and regulatory matter expenses or Other inventory reserves to Adjusted EBITDA. During the three months ended June 30, 2025, the Company included an adjustment related to Legal costs and regulatory matter expenses of $1,837 ($1,150 recorded at the Outdoor segment and $687 recorded in Corporate costs) and Other inventory reserves of $490 at the Outdoor segment. The three months ended June 30, 2025 reconciliation has been restated to conform to the 2026 presentation.
CLARUS CORPORATION
RECONCILIATION FROM CONSOLIDATED NET INCOME (LOSS) AND NET INCOME (LOSS) MARGIN TO EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION, AND AMORTIZATION (EBITDA), EBITDA MARGIN, ADJUSTED EBITDA, AND ADJUSTED EBITDA MARGIN
(In thousands)
| Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||
| Outdoor Segment | Adventure Segment | Corporate Costs | Total (1) | Outdoor Segment | Adventure Segment | Corporate Costs | Total (1) | |||||||||||||||||||||||||
| Net income (loss) | $ | 1,419 | $ | (13,678 | ) | |||||||||||||||||||||||||||
| Income tax expense (benefit) | 245 | (1,633 | ) | |||||||||||||||||||||||||||||
| Other, net | (3,000 | ) | (1,942 | ) | ||||||||||||||||||||||||||||
| Interest income, net | (172 | ) | (410 | ) | ||||||||||||||||||||||||||||
| Operating income (loss) | $ | 7,959 | $ | (3,170 | ) | $ | (6,297 | ) | $ | (1,508 | ) | $ | (4,120 | ) | $ | (5,257 | ) | $ | (8,286 | ) | $ | (17,663 | ) | |||||||||
| Depreciation | 1,251 | 611 | 125 | 1,987 | 1,040 | 720 | - | 1,760 | ||||||||||||||||||||||||
| Amortization of intangibles | 384 | 3,459 | - | 3,843 | 528 | 3,909 | - | 4,437 | ||||||||||||||||||||||||
| EBITDA | $ | 9,594 | $ | 900 | $ | (6,172 | ) | $ | 4,322 | $ | (2,552 | ) | $ | (628 | ) | $ | (8,286 | ) | $ | (11,466 | ) | |||||||||||
| Restructuring charges | 885 | 108 | - | 993 | 131 | 203 | - | 334 | ||||||||||||||||||||||||
| Transaction costs | - | - | 44 | 44 | 156 | 40 | 54 | 250 | ||||||||||||||||||||||||
| Contingent consideration benefit | - | (254 | ) | - | (254 | ) | - | - | - | - | ||||||||||||||||||||||
| Impairment of indefinite-lived intangible assets | - | - | - | - | 1,565 | - | - | 1,565 | ||||||||||||||||||||||||
| Disposal of internally developed software | - | - | - | - | - | 365 | - | 365 | ||||||||||||||||||||||||
| Stock-based compensation | - | - | 1,422 | 1,422 | - | - | 3,023 | 3,023 | ||||||||||||||||||||||||
| Inventory fair value of purchase accounting | - | - | - | - | - | 120 | - | 120 | ||||||||||||||||||||||||
| Adjusted EBITDA (2) | $ | 10,479 | $ | 754 | $ | (4,706 | ) | $ | 6,527 | $ | (700 | ) | $ | 100 | $ | (5,209 | ) | $ | (5,809 | ) | ||||||||||||
| Sales | $ | 84,648 | $ | 33,446 | $ | - | $ | 118,094 | $ | 80,984 | $ | 34,696 | $ | - | $ | 115,680 | ||||||||||||||||
| Net income (loss) margin | 1.2 | % | (11.8 | )% | ||||||||||||||||||||||||||||
| EBITDA margin | 11.3 | % | 2.7 | % | 3.7 | % | (3.2 | )% | (1.8 | )% | (9.9 | )% | ||||||||||||||||||||
| Adjusted EBITDA margin | 12.4 | % | 2.3 | % | 5.5 | % | (0.9 | )% | 0.3 | % | (5.0 | )% | ||||||||||||||||||||
(1) The Company reconciles consolidated Net income (loss) to EBITDA and Adjusted EBITDA as it has historically not allocated Income tax expense (benefit), Other, net, and Interest income, net to the segments or to Corporate.
(2) Beginning in the first quarter of 2026, the Company will no longer add back Legal costs and regulatory matter expenses or Other inventory reserves to Adjusted EBITDA. During the six months ended June 30, 2025, the Company included an adjustment related to Legal costs and regulatory matter expenses of $2,462 ($1,728 recorded at the Outdoor segment and $734 recorded in Corporate costs) and Other inventory reserves of $490 at the Outdoor segment. The six months ended June 30, 2025 reconciliation has been restated to conform to the 2026 presentation.
| Q2 EARNINGS PRESENTATION AUGUST 6, 2026 |
| 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,” “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 presentation, include, but are not limited to, risks and uncertainties related to the Company’s review of strategic alternatives, including the timing and outcome of the review, whether and when the Company provides further updates, and the potential impact of the review on the Company’s business and operations, 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 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 update 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 presentation contains the non-GAAP measures: (i) adjusted gross margin and adjusted gross profit, (ii) adjusted net income (loss) 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 net income (loss) 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 presentation. We do not provide a reconciliation of the non-GAAP guidance measures adjusted EBITDA and/or adjusted EBITDA margin for the fiscal year 2026 to net income for the fiscal year 2026, 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. Market and Industry Data The market and industry data used throughout this presentation was obtained from various sources, including the Company’s own research 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 obtained 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, publications 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 research 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 reliable, 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 subject 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: Q2 HIGHLIGHTS Positioned for long -term sustainable growth Strategic roadmap continues to guide execution Black Diamond objective : Simplify and focus on the core Improving profitability driven by cleaner inventory, less discounting, and shift toward full -price premium model Adventure objective: Focus on the basics Taking decisive actions on the cost side, while rebasing product initiatives to drive newness and growth Strong balance sheet/prudent capital allocation Debt-free with $28.9M of cash on the balance sheet at 6/30; repurchased 153.3K shares during Q2 for ~$0.4M, or $2.92 per share |
| Commitment to operational and organizational progress despite challenging macro backdrop $56.2 m $16.4m $39.8m 48.9% 1 $7.6m Revenue + 1.6% Y/Y Adventure Revenue - 11.9% Y/Y Outdoor Revenue + 8.5% Y/Y Gross Margin + 1330 BPS Y/Y Adj. EBITDA + $12.1m Y/Y SECOND QUARTER RESULTS AT A GLANCE Adventure Adj. EBITDA: $0.5m Outdoor Adj. EBITDA: $9.0m 1 Includes a benefit of approximately 1,090 basis points from the recovery of IEEPA tariffs. |
| 6 February 2023 PAGE 6 OUTDOOR - STRATEGIC PRIORITIES AND HIGHLIGHTS • Revenue, margin, and EBITDA all ahead of prior year • Big three business unit (Mountain, Climb and Apparel) sales up ~10% y/y and now account for 95% of total sales • Full price Apparel sales increased 23% y/y • Excluding tariff refund, gross margins lifted 160 bps to 36.6% • Continued progress enhancing quality of inventory, focusing on most profitable categories, and less discounting • Core of business is healthy and growing, reflected in increased inventory position • EU wholesale up 25.3% in dollars and 16.7% in constant currency • Strong 2H26 expected as product and brand message continues to resonate with consumer BUILDING BLOCKS IN FOCUS MANAGEMENT COMMENTARY SIMPLIFICATION EXECUTION PRODUCT LEADERSHIP FEWER, BIGGER, BETTER |
| 6 February 2023 PAGE 7 ADVENTURE - STRATEGIC PRIORITIES AND HIGHLIGHTS • Challenging macro environment in both Australia and North America drove weaker Q2 sales • Focus on driving margin expansion, maintaining cost discipline, and improving operational efficiency • Gross margin hit 41.5% in Q2 —up 420 bps y/y • Delivered double -digit growth in France, Germany, U.K. and Japan • RockyMounts showing increased traction in both Australian market and Americas • Acquired ONWRD Supply Co., enhancing portfolio mix with complementary, high margin in -vehicle accessories • Focused on maintaining gross margin improvement realized in Q2 despite moderate sales expectations for 2H26 BUILDING BLOCKS IN FOCUS MANAGEMENT COMMENTARY FOCUS ON BASICS RATIONALIZED NPD PIPELINE IMPROVED CUSTOMER SEGMENTATION |
| 6 February 2023 PAGE 8 NET SALES Q2 2026 FINANCIAL RESULTS Q2 2026 GROSS MARGIN ADJ. EBITDA ADJ. EBITDA MARGIN 13.6% $7.6M 48.9% $56.2M Q2 2025 (8.0)% ($4.4M) 35.6% $55.2M Q2 2026 gross margin, Adj. EBITDA, and Adj. EBITDA margin include a benefit of $6.1M from the recovery of IEEPA tariffs at the Outdoor segment |
| 6 February 2023 PAGE 9 NET SALES FULL YEAR GUIDANCE ADJ. CORPORATE COSTS ADJ. EBITDA 1 MID-POINT ADJ. EBITDA % CAPEX FREE CASH FLOWS $245M - $255M $6M - $7M $12M - $13M 5.0% $8M $6M 2026 1 The revised adjusted EBITDA guidance includes $6.1M of IEEPA tariff refund at the Outdoor segment and $2.0M of legal expenses that will not be incurred in 2H2026 since the CPSC/DoJ legal matter has been resolved Q3 2026 guidance: Net sales between $66 -$68 million; Adj. EBITDA of $3M |
| APPENDIX |
| 6 February 2023 PAGE 11 BALANCE SHEET |
| 6 February 2023 PAGE 12 INCOME STATEMENT (Q2) |
| 6 February 2023 PAGE 13 INCOME STATEMENT (YTD) |
| 6 February 2023 PAGE 14 NON-GAAP RECONCILIATION |
| 6 February 2023 PAGE 15 NON-GAAP RECONCILIATION (Q2) |
| 6 February 2023 PAGE 16 NON-GAAP RECONCILIATION (YTD) |
| 6 February 2023 PAGE 17 NON-GAAP RECONCILIATION (Q2) |
| 6 February 2023 PAGE 18 NON-GAAP RECONCILIATION (YTD) |
