8-K
Clarus Corp (CLAR)
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2025
CLARUS
CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware<br><br> <br>(State or other jurisdiction<br><br> <br>of incorporation) | 001-34767<br><br> <br>(Commission File Number) | 58-1972600<br><br> <br>(IRS Employer<br><br> <br>Identification Number) |
|---|---|---|
| 2084<br> East 3900 South, Salt Lake City,<br> Utah<br><br> <br>(Address of principal executive offices) | 84124<br><br> <br>(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement<br> 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<br> Stock, par value $.0001 per share | CLAR | NASDAQ<br> Global Select Market |
Item 2.02 Results of Operations and Financial Condition
On July 31, 2025, Clarus Corporation (the “Company”) issued a press release announcing results for the second quarter ended June 30, 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 second quarter ended June 30, 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 July 31, 2025 (furnished only). |
| 99.2 | Slide Presentation for Conference Call held on July 31, 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: July 31, 2025
| CLARUS CORPORATION | |
|---|---|
| By: | /s/ Michael J. Yates |
| Name: Michael J. Yates | |
| Title: Chief Financial Officer |
Exhibit 99.1
Clarus Reports Second Quarter 2025 Results
Continued Focus on Simplifying the Businessand Accelerating Long-Term Profitable Growth
Completes Sale of PIEPS Snow Safety Brand for$9.1 Million
SALT LAKE CITY, July 31, 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 second quarter ended June 30, 2025.
Second Quarter 2025 Financial Summaryvs. Same Year-Ago Quarter
| · | Sales<br> of $55.2 million compared to $56.5 million. |
|---|---|
| · | Gross<br> margin was 35.6% compared to 36.1%; adjusted gross margin of 36.5% compared to 37.4%. |
| · | Net<br> loss of $8.4 million, or $(0.22) per diluted share, compared to net loss of $5.5 million,<br> or $(0.14) per diluted share. |
| · | Adjusted<br> net loss of $1.1 million, or $(0.03) per diluted share, compared to adjusted net loss of<br> $1.2 million, or $(0.03) per diluted share. |
| · | Adjusted<br> EBITDA of $(2.1) million with an adjusted EBITDA margin of (3.8)% compared to $(1.9) million<br> with an adjusted EBITDA margin of (3.4)%. |
Management Commentary
“Despite continued headwinds across the global outdoor market, we remain focused on operational execution and disciplined investment aligned with our strategic roadmap,” said Warren Kanders, Clarus’ Executive Chairman. “Following multiple quarters of progress strengthening the core, we have positioned Black Diamond for a return to growth, highlighted by a simplified product portfolio, sharper and more differentiated marketing message, key personnel hires, and a rationalized inventory position. At Adventure, where results continue to be affected by market softness and over-reliance on legacy customers, we are committed to prioritizing the highest-return initiatives, particularly those that improve our speed to market and enable us to fit more vehicles and, in turn, sell more roof racks and accessories.”
Mr. Kanders continued, “Subsequent to the end of the quarter, we were pleased to complete the divestiture of our PIEPS snow safety brand, reflective of our focus on simplifying the Black Diamond business and rationalizing our product categories. This was a highly successful outcome following a competitive process that recognized the value of the brand and its intellectual property. We continue to evaluate all possible opportunities to unlock value at each of Outdoor and Adventure, including further simplification of the businesses and further cost reductions, incremental to those which have already been taken during July. Additionally, we believe that the sum of the parts of our two segments exceeds today's market valuation, and we are committed to maximizing long-term value for our shareholders. While we anticipate a challenging consumer demand outlook through the remainder of the year and additional uncertainty from tariffs, we believe Clarus will benefit from the structural actions and improvements we’ve made across both our Outdoor and Adventure segments as demand normalizes.”
Second Quarter 2025 Financial Results
Sales in the second quarter were $55.2 million compared to $56.5 million in the same year-ago quarter. Sales in the Outdoor segment increased 1% to $36.7 million, compared to $36.2 million in the year-ago quarter. Sales in the Adventure segment decreased 8% to $18.6 million, compared to $20.3 million in the year-ago quarter.
The increase in Outdoor sales was due to a shift in timing for IGD revenues into the second quarter, partially offset by decreases in our direct-to-consumer channels in both North America and Europe.
Lower sales in the Adventure segment reflect significantly reduced demand from global OEM customers and a challenging wholesale market in Australia for Rhino-Rack, partially offset by increased revenue from the acquisition of RockyMounts and higher promotional sales in North America.
Gross margin in the second quarter was 35.6% compared to 36.1% in the year-ago quarter. The decrease in gross margin was primarily due to lower volumes and unfavorable product mix at the Adventure segment. Specifically, the unfavorable product mix at Adventure was due to promotional sales efforts in North America. This combined with lower wholesale volume at Rhino-Rack in Australia drove the decline in gross margin in the current quarter. These decreases were partially offset by higher volumes and a favorable product mix at the Outdoor segment.
Selling, general and administrative expenses in the second quarter were $26.9 million compared to $28.1 million in the same year-ago quarter. The decrease was primarily due to lower employee-related expenses and marketing costs across the Company, as well as other expense reduction initiatives across both segments and at Corporate to manage costs.
Net loss in the second quarter of 2025 was $8.4 million, or $(0.22) per diluted share, compared to net loss of $5.5 million, or $(0.14) per diluted share in the year-ago quarter.
Adjusted net loss in the second quarter of 2025 was $1.1 million, or $(0.03) per diluted share, compared to adjusted net loss of $1.2 million, or $(0.03) per diluted share, in the year-ago quarter. Adjusted net loss excludes legal cost and regulatory matters expenses, inventory reserves, contingent consideration benefits, restructuring charges and transaction costs, as well as non-cash items for intangible amortization, impairment of indefinite-lived intangible assets, and stock-based compensation.
Adjusted EBITDA from continuing operations in the second quarter was $(2.1) million, or an adjusted EBITDA margin of (3.8)%, compared to adjusted EBITDA from continuing operations of $(1.9) million, or an adjusted EBITDA margin of (3.4)%, in the same year-ago quarter.
Net cash used in operating activities for the three months ended June 30, 2025, was $(9.4) million compared to net cash generated of $0.8 million in the prior year quarter. Capital expenditures in the second quarter of 2025 were $1.9 million compared to $1.6 million in the prior year quarter. Free cash flow for the second quarter of 2025 was an outflow of $11.3 million.
Liquidity at June 30, 2025 vs. December 31, 2024
| · | Cash<br> and cash equivalents totaled $28.5 million compared to $45.4 million. |
|---|---|
| · | Total<br> debt of $1.9 million (related to the RockyMounts acquisition) compared to $1.9 million. |
Completed Sale of PIEPS
On July 11, 2025, the Company completed the previously announced sale of its PIEPS snow safety brand, including its portfolio of avalanche safety products such as avalanche transceivers and JetForce avalanche airbag systems, to a private investment firm for a total sales price of €7.8 million, or approximately $9.1 million, including cash and debt.
Conference Call
The Company will hold a conference call today at 5:00 p.m. Eastern time to discuss its second quarter 2025 results.
Date: Thursday, July 31, 2025
Time: 5:00 pm ET
Registration Link: https://register-conf.media-server.com/register/BIb5f720e357264d4fb254f3aa3f9d55cb
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®, TRED Outdoors®, and RockyMounts® 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, 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)
| December 31, 2024 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash | 28,474 | $ | 45,359 | ||
| Accounts receivable, less allowance for credit losses of<br> 1,146 and 1,271 | 37,963 | 43,678 | |||
| Inventories | 91,527 | 82,278 | |||
| Prepaid and other current assets | 6,770 | 5,555 | |||
| Income tax receivable | 1,863 | 910 | |||
| Assets held for sale | 9,330 | - | |||
| Total current assets | 175,927 | 177,780 | |||
| Property and equipment, net | 18,247 | 17,606 | |||
| Other intangible assets, net | 27,570 | 31,516 | |||
| Indefinite-lived intangible assets | 45,022 | 46,750 | |||
| Goodwill | 3,804 | 3,804 | |||
| Deferred income taxes | 35 | 36 | |||
| Other long-term assets | 15,905 | 16,602 | |||
| Total assets | 286,510 | $ | 294,094 | ||
| Liabilities and Stockholders’ Equity | |||||
| Current liabilities | |||||
| Accounts payable | 9,068 | $ | 11,873 | ||
| Accrued liabilities | 26,629 | 22,276 | |||
| Current portion of long-term debt | 1,949 | 1,888 | |||
| Liabilities held for sale | 980 | - | |||
| Total current liabilities | 38,626 | 36,037 | |||
| Deferred income taxes | 10,867 | 12,210 | |||
| Other long-term liabilities | 11,897 | 12,754 | |||
| Total liabilities | 61,390 | 61,001 | |||
| Stockholders’ Equity | |||||
| Preferred stock, 0.0001 par value per share; 5,000 shares<br> authorized; none issued | - | - | |||
| Common stock, 0.0001 par value per share; 100,000 shares authorized; 43,054 and 43,004 issued and 38,402<br> and 38,362 outstanding, respectively | 4 | 4 | |||
| Additional paid in capital | 700,616 | 697,592 | |||
| Accumulated deficit | (422,455 | ) | (406,857 | ) | |
| Treasury stock, at cost | (33,156 | ) | (33,114 | ) | |
| Accumulated other comprehensive loss | (19,889 | ) | (24,532 | ) | |
| Total stockholders’ equity | 225,120 | 233,093 | |||
| Total liabilities and stockholders’ equity | 286,510 | $ | 294,094 |
All values are in US Dollars.
CLARUS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF LOSS
(Unaudited)
(In thousands, except per share amounts)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| June 30, 2025 | June 30, 2024 | |||||
| Sales | ||||||
| Domestic sales | $ | 24,724 | $ | 22,934 | ||
| International sales | 30,523 | 33,550 | ||||
| Total sales | 55,247 | 56,484 | ||||
| Cost of goods sold | 35,567 | 36,078 | ||||
| Gross profit | 19,680 | 20,406 | ||||
| Operating expenses | ||||||
| Selling, general and administrative | 26,910 | 28,081 | ||||
| Restructuring charges | 161 | 161 | ||||
| Transaction costs | 108 | 27 | ||||
| Contingent consideration benefit | - | (125 | ) | |||
| Legal costs and regulatory matter expenses | 1,837 | 399 | ||||
| Impairment of indefinite-lived intangible assets | 1,565 | - | ||||
| Total operating expenses | 30,581 | 28,543 | ||||
| Operating loss | (10,901 | ) | (8,137 | ) | ||
| Other income | ||||||
| Interest income, net | 153 | 455 | ||||
| Other, net | 1,483 | 414 | ||||
| Total other income, net | 1,636 | 869 | ||||
| Loss before income tax | (9,265 | ) | (7,268 | ) | ||
| Income tax benefit | (831 | ) | (1,775 | ) | ||
| Net loss | $ | (8,434 | ) | $ | (5,493 | ) |
| Net loss per share: | ||||||
| Basic | $ | (0.22 | ) | $ | (0.14 | ) |
| Diluted | (0.22 | ) | (0.14 | ) | ||
| Weighted average shares outstanding: | ||||||
| Basic | 38,402 | 38,297 | ||||
| Diluted | 38,402 | 38,297 |
CLARUS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME
(Unaudited)
(In thousands, except per share amounts)
| Six Months Ended | ||||||
|---|---|---|---|---|---|---|
| June 30, 2025 | June 30, 2024 | |||||
| Sales | ||||||
| Domestic sales | $ | 49,533 | $ | 51,218 | ||
| International sales | 66,147 | 74,577 | ||||
| Total sales | 115,680 | 125,795 | ||||
| Cost of goods sold | 75,206 | 80,538 | ||||
| Gross profit | 40,474 | 45,257 | ||||
| Operating expenses | ||||||
| Selling, general and administrative | 53,526 | 56,296 | ||||
| Restructuring charges | 334 | 531 | ||||
| Transaction costs | 250 | 65 | ||||
| Contingent consideration benefit | - | (125 | ) | |||
| Legal costs and regulatory matter expenses | 2,462 | 3,401 | ||||
| Impairment of indefinite-lived intangible assets | 1,565 | - | ||||
| Total operating expenses | 58,137 | 60,168 | ||||
| Operating loss | (17,663 | ) | (14,911 | ) | ||
| Other income (expense) | ||||||
| Interest income, net | 410 | 825 | ||||
| Other, net | 1,942 | (495 | ) | |||
| Total other income, net | 2,352 | 330 | ||||
| Loss before income tax | (15,311 | ) | (14,581 | ) | ||
| Income tax benefit | (1,633 | ) | (2,626 | ) | ||
| Loss from continuing operations | (13,678 | ) | (11,955 | ) | ||
| Discontinued operations, net of tax | - | 28,346 | ||||
| Net (loss) income | $ | (13,678 | ) | $ | 16,391 | |
| Loss from continuing operations per share: | ||||||
| Basic | $ | (0.36 | ) | $ | (0.31 | ) |
| Diluted | (0.36 | ) | (0.31 | ) | ||
| Net (loss) income per share: | ||||||
| Basic | $ | (0.36 | ) | $ | 0.43 | |
| Diluted | (0.36 | ) | 0.43 | |||
| Weighted average shares outstanding: | ||||||
| Basic | 38,384 | 38,253 | ||||
| Diluted | 38,384 | 38,253 |
CLARUS CORPORATION
RECONCILIATION FROM GROSS PROFIT TO ADJUSTED GROSS PROFIT
AND ADJUSTED GROSS MARGIN
THREE MONTHS ENDED
| June 30, 2025 | June 30, 2024 | ||||||
|---|---|---|---|---|---|---|---|
| Sales | $ | 55,247 | Sales | $ | 56,484 | ||
| Gross profit as reported | $ | 19,680 | Gross profit as reported | $ | 20,406 | ||
| Plus impact of other inventory reserves | 490 | Plus impact of PFAS and other inventory reserves | 716 | ||||
| Adjusted gross profit | $ | 20,170 | Adjusted gross profit | $ | 21,122 | ||
| Gross margin as reported | 35.6 | % | Gross margin as reported | 36.1 | % | ||
| Adjusted gross margin | 36.5 | % | Adjusted gross margin | 37.4 | % |
SIX MONTHS ENDED
| June 30, 2025 | June 30, 2024 | ||||||
|---|---|---|---|---|---|---|---|
| Sales | $ | 115,680 | Sales | $ | 125,795 | ||
| Gross profit as reported | $ | 40,474 | Gross profit as reported | $ | 45,257 | ||
| Plus impact of inventory fair value adjustment | 120 | Plus impact of inventory fair value adjustment | - | ||||
| Plus impact of other inventory reserves | 490 | Plus impact of PFAS and other inventory reserves | 1,445 | ||||
| Adjusted gross profit | $ | 41,084 | Adjusted gross profit | $ | 46,702 | ||
| Gross margin as reported | 35.0 | % | Gross margin as reported | 36.0 | % | ||
| Adjusted gross margin | 35.5 | % | Adjusted gross margin | 37.1 | % |
CLARUS CORPORATION
RECONCILIATIONFROM NET LOSS TO ADJUSTED NET LOSS AND RELATED EARNINGS PER DILUTED SHARE
(In thousands, except per share amounts)
| Three<br> 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<br> of indefinite-lived intangible assets | - | - | (1,565 | ) | - | 1,565 | |||||||||||||
| Restructuring<br> charges | - | - | (161 | ) | 16 | 145 | |||||||||||||
| Transaction<br> costs | - | - | (108 | ) | 10 | 98 | |||||||||||||
| Other inventory<br> reserves | - | 490 | - | 57 | 433 | ||||||||||||||
| Legal costs<br> and regulatory matter expenses | - | - | (1,837 | ) | 201 | 1,636 | |||||||||||||
| Stock-based<br> compensation | - | - | (1,554 | ) | 57 | 1,497 | |||||||||||||
| As adjusted | $ | 55,247 | $ | 20,170 | $ | 23,143 | $ | (273 | ) | 20.4 | % | $ | (1,064 | ) | $ | (0.03 | ) |
(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.
| Three<br> Months Ended June 30, 2024 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | Gross | Operating | Income tax | Tax | Net | Diluted | |||||||||||||
| sales | profit | expenses | benefit | rate | loss | EPS ^(1)^ | |||||||||||||
| As reported | $ | 56,484 | $ | 20,406 | $ | 28,543 | $ | (1,775 | ) | (24.4 | )% | $ | (5,493 | ) | $ | (0.14 | ) | ||
| Amortization of intangibles | - | - | (2,451 | ) | 265 | 2,186 | |||||||||||||
| Restructuring<br> charges | - | - | (161 | ) | 37 | 124 | |||||||||||||
| Transaction<br> costs | - | - | (27 | ) | 6 | 21 | |||||||||||||
| Contingent<br> consideration benefit | - | - | 125 | (38 | ) | (87 | ) | ||||||||||||
| PFAS and<br> other inventory reserves | - | 716 | - | 146 | 570 | ||||||||||||||
| Legal costs<br> and regulatory matter expenses | - | - | (399 | ) | 152 | 247 | |||||||||||||
| Stock-based<br> compensation | - | - | (1,528 | ) | 306 | 1,222 | |||||||||||||
| As adjusted | $ | 56,484 | $ | 21,122 | $ | 24,102 | $ | (901 | ) | 42.7 | % | $ | (1,210 | ) | $ | (0.03 | ) |
(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 38,297 basic and diluted weighted average shares of common stock.
CLARUS CORPORATION
RECONCILIATIONFROM LOSS FROM CONTINUING OPERATIONS TO ADJUSTED LOSS FROM CONTINUING OPERATIONS AND RELATED EARNINGS PER DILUTED SHARE
(Inthousands, except per share amounts)
| Six<br> Months Ended June 30, 2025 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | Gross | Operating | Income tax | Tax | Loss from | Diluted | |||||||||||||
| sales | profit | expenses | benefit | rate | continuing<br> operations | 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<br> of indefinite-lived intangible assets | - | - | (1,565 | ) | - | 1,565 | |||||||||||||
| Disposal<br> of internally developed software | - | - | (365 | ) | 48 | 317 | |||||||||||||
| Restructuring<br> charges | - | - | (334 | ) | 39 | 295 | |||||||||||||
| Transaction<br> costs | - | - | (250 | ) | 29 | 221 | |||||||||||||
| Inventory<br> fair value of purchase accounting | - | 120 | - | 16 | 104 | ||||||||||||||
| Other inventory<br> reserves | - | 490 | - | 57 | 433 | ||||||||||||||
| Legal costs<br> and regulatory matter expenses | - | - | (2,462 | ) | 284 | 2,178 | |||||||||||||
| Stock-based<br> compensation | - | - | (3,023 | ) | 105 | 2,918 | |||||||||||||
| As adjusted | $ | 115,680 | $ | 41,084 | $ | 45,701 | $ | (543 | ) | 24.0 | % | $ | (1,722 | ) | $ | (0.04 | ) |
(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 38,384 basic and diluted weighted average shares of common stock.
| Six<br> Months Ended June 30, 2024 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | Gross | Operating | Income tax | Tax | Loss from | Diluted | |||||||||||||
| sales | profit | expenses | benefit | rate | continuing<br> operations | EPS ^(1)^ | |||||||||||||
| As reported | $ | 125,795 | $ | 45,257 | $ | 60,168 | $ | (2,626 | ) | (18.0 | )% | $ | (11,955 | ) | $ | (0.31 | ) | ||
| Amortization of intangibles | - | - | (4,900 | ) | 882 | 4,018 | |||||||||||||
| Restructuring<br> charges | - | - | (531 | ) | 96 | 435 | |||||||||||||
| Transaction<br> costs | - | - | (65 | ) | 12 | 53 | |||||||||||||
| Contingent<br> consideration benefit | - | - | 125 | (38 | ) | (87 | ) | ||||||||||||
| PFAS and<br> other inventory reserves | - | 1,445 | - | 260 | 1,185 | ||||||||||||||
| Legal costs<br> and regulatory matter expenses | - | - | (3,401 | ) | 613 | 2,788 | |||||||||||||
| Stock-based<br> compensation | - | - | (2,706 | ) | 487 | 2,219 | |||||||||||||
| As adjusted | $ | 125,795 | $ | 46,702 | $ | 48,690 | $ | (314 | ) | 18.9 | % | $ | (1,344 | ) | $ | (0.04 | ) |
(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 38,253 basic and diluted weighted average shares of common stock.
CLARUS CORPORATION
RECONCILIATIONFROM OPERATING LOSS TO EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION, AND AMORTIZATION (EBITDA), EBITDA MARGIN, ADJUSTED EBITDA, ANDADJUSTED EBITDA MARGIN
(In thousands)
| Three<br> Months Ended June 30, 2025 | Three<br> Months Ended June 30, 2024 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outdoor<br><br><br> Segment | Adventure<br><br><br> Segment | Corporate<br><br><br> Costs | Total | Outdoor<br><br><br> Segment | Adventure<br><br><br> Segment | Corporate<br><br><br> Costs | Total | |||||||||||||||||
| Operating<br> loss | $ | (4,242 | ) | $ | (2,203 | ) | $ | (4,456 | ) | $ | (10,901 | ) | $ | (2,397 | ) | $ | (1,267 | ) | $ | (4,473 | ) | $ | (8,137 | ) |
| Depreciation | 534 | 343 | - | 877 | 661 | 384 | - | 1,045 | ||||||||||||||||
| Amortization<br> of intangibles | 245 | 1,968 | - | 2,213 | 285 | 2,166 | - | 2,451 | ||||||||||||||||
| EBITDA | (3,463 | ) | 108 | (4,456 | ) | (7,811 | ) | (1,451 | ) | 1,283 | (4,473 | ) | (4,641 | ) | ||||||||||
| Restructuring<br> charges | (42 | ) | 203 | - | 161 | 146 | 15 | - | 161 | |||||||||||||||
| Transaction<br> costs | 86 | - | 22 | 108 | - | - | 27 | 27 | ||||||||||||||||
| Contingent<br> consideration benefit | - | - | - | - | - | (125 | ) | - | (125 | ) | ||||||||||||||
| Legal<br> costs and regulatory matter expenses | 1,150 | - | 687 | 1,837 | 180 | - | 219 | 399 | ||||||||||||||||
| Impairment<br> of indefinite-lived intangible assets | 1,565 | - | - | 1,565 | - | - | - | - | ||||||||||||||||
| Stock-based<br> compensation | - | - | 1,554 | 1,554 | - | - | 1,528 | 1,528 | ||||||||||||||||
| PFAS<br> and other inventory reserves | 490 | - | - | 490 | 716 | - | - | 716 | ||||||||||||||||
| Adjusted<br> EBITDA | $ | (214 | ) | $ | 311 | $ | (2,193 | ) | $ | (2,096 | ) | $ | (409 | ) | $ | 1,173 | $ | (2,699 | ) | $ | (1,935 | ) | ||
| Sales | $ | 36,661 | $ | 18,586 | $ | - | $ | 55,247 | 36,187 | 20,297 | - | 56,484 | ||||||||||||
| EBITDA margin | (9.4 | )% | 0.6 | % | (14.1 | )% | (4.0 | )% | 6.3 | % | (8.2 | )% | ||||||||||||
| Adjusted<br> EBITDA margin | (0.6 | )% | 1.7 | % | (3.8 | )% | (1.1 | )% | 5.8 | % | (3.4 | )% |
CLARUS CORPORATION
RECONCILIATIONFROM OPERATING LOSS TO EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION, AND AMORTIZATION (EBITDA), EBITDA MARGIN, ADJUSTED EBITDA, ANDADJUSTED EBITDA MARGIN
(In thousands)
| Six<br> Months Ended June 30, 2025 | Six<br> Months Ended June 30, 2024 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outdoor<br><br><br> Segment | Adventure<br><br><br> Segment | Corporate<br><br><br> Costs | Total | Outdoor<br><br><br> Segment | Adventure<br><br><br> Segment | Corporate<br><br><br> Costs | Total | |||||||||||||||||
| Operating<br> loss | $ | (4,120 | ) | $ | (5,257 | ) | $ | (8,286 | ) | $ | (17,663 | ) | $ | (4,106 | ) | $ | (2,037 | ) | $ | (8,768 | ) | $ | (14,911 | ) |
| Depreciation | 1,040 | 720 | - | 1,760 | 1,334 | 737 | - | 2,071 | ||||||||||||||||
| Amortization<br> of intangibles | 528 | 3,909 | - | 4,437 | 571 | 4,329 | - | 4,900 | ||||||||||||||||
| EBITDA | (2,552 | ) | (628 | ) | (8,286 | ) | (11,466 | ) | (2,201 | ) | 3,029 | (8,768 | ) | (7,940 | ) | |||||||||
| Restructuring<br> charges | 131 | 203 | - | 334 | 370 | 161 | - | 531 | ||||||||||||||||
| Transaction<br> costs | 156 | 40 | 54 | 250 | - | - | 65 | 65 | ||||||||||||||||
| Contingent<br> consideration benefit | - | - | - | - | - | (125 | ) | - | (125 | ) | ||||||||||||||
| Legal<br> costs and regulatory matter expenses | 1,728 | - | 734 | 2,462 | 2,885 | - | 516 | 3,401 | ||||||||||||||||
| Impairment<br> of indefinite-lived intangible assets | 1,565 | - | - | 1,565 | - | - | - | - | ||||||||||||||||
| Disposal<br> of internally developed software | - | 365 | - | 365 | - | - | - | - | ||||||||||||||||
| Stock-based<br> compensation | - | - | 3,023 | 3,023 | - | - | 2,706 | 2,706 | ||||||||||||||||
| Inventory<br> fair value of purchase accounting | - | 120 | - | 120 | - | - | - | - | ||||||||||||||||
| PFAS<br> and other inventory reserves | 490 | - | - | 490 | 1,445 | - | - | 1,445 | ||||||||||||||||
| Adjusted<br> EBITDA | $ | 1,518 | $ | 100 | $ | (4,475 | ) | $ | (2,857 | ) | $ | 2,499 | $ | 3,065 | $ | (5,481 | ) | $ | 83 | |||||
| Sales | $ | 80,984 | $ | 34,696 | $ | - | $ | 115,680 | 83,209 | 42,586 | - | 125,795 | ||||||||||||
| EBITDA margin | (3.2 | )% | (1.8 | )% | (9.9 | )% | (2.6 | )% | 7.1 | % | (6.3 | )% | ||||||||||||
| Adjusted<br> EBITDA margin | 1.9 | % | 0.3 | % | (2.5 | )% | 3.0 | % | 7.2 | % | 0.1 | % |
Exhibit 99.2
Q2 EARNINGS PRESENTATION JULY 31, 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, those risks and uncert ainties 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 t o 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 t his 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: Q2 HIGHLIGHTS Positioned for long - term sustainable growth Strategic roadmap continues to guide execution Black Diamond objective : Simplify and focus on the core Steady progress highlighted by simplified product portfolio, sharper and more differentiated marketing message, key personnel hires, and rationalized inventory Adventure objective: Focus on the basics Organizational right - sizing, prioritizing highest - return initiatives, and emphasizing fitting more vehicles at a regular pace Strong balance sheet/ p rudent capital allocation Nearly debt - free 1 with $28.5M of cash on the balance sheet at 6/30; sale of PIEPS consistent with simplification strategy 1 Total debt of $1.9 million at 6/30 related to the RockyMounts acquisition
Commitment to operational and organizational progress despite increasingly challenging macro backdrop $55.2 m $ 18.6m $ 36.7m 36.5 % $( 2.1)m Revenue - 2% Y/Y Adventure Revenue - 8% Y/Y Outdoor Revenue + 1% Y/Y Adj. Gross Margin - 90 BPS Y/Y Adj. EBITDA SECOND QUARTER RESULTS AT A GLANCE Adventure Adj. EBITDA: $0.3m Outdoor Adj. EBITDA: $(0.2)m
6 February 2023 PAGE 6 OUTDOOR - STRATEGIC PRIORITIES AND HIGHLIGHTS • Solid Q2 results affected by wavering consumer sentiment and chaotic macro environment • Q2 revenue, gross margins and adjusted EBITDA increased y/y • Continued to improve quality of inventory and revenue; full price sales for digital DTC were slightly up while discounted sales were down substantially in Q2, a mix shift to full price we expect to build upon in 2H25 • Apparel initiative gaining traction with growth of 11% and improving margins • Completed sale of PIEPS snow safety brand for $9.1M • Moving target on tariffs continues to pressure near - term supply chain • Implemented tariff mitigation plan to offset nearly half of the projected tariff impact in 2025 at current levels MANAGEMENT COMMENTARY BUILDING BLOCKS IN FOCUS SIMPLIFICATION EXECUTION PRODUCT LEADERSHIP FEWER, BIGGER, BETTER
6 February 2023 PAGE 7 ADVENTURE - STRATEGIC PRIORITIES AND HIGHLIGHTS • Q2 results continued to be affected by market softness and over - reliance on legacy wholesale and OEM customers • Global wholesale and DTC revenue increased by ~8%, partially driven by bike rack sales, and offset by continued soft demand at certain legacy retailers • New leadership has commenced right - sizing of global structure to enable capacity to scale profitably in each geography • Launched top - to - top tours with key accounts • Initiated product roadmap simplification and prioritization, tightening funnel and focusing on foundational base racks and vehicle fits • Enhanced U.S. sales organization to capitalize on clear growth opportunities MANAGEMENT COMMENTARY BUILDING BLOCKS IN FOCUS FOCUS ON BASICS RATIONALIZED NPD PIPELINE REBUILT LEADERSHIP TEAM
6 February 2023 PAGE 8 NET SALES Q2 2025 FINANCIAL RESULTS Q2 202 5 ADJ. GROSS MARGIN ADJ. EBITDA ADJ. EBITDA MARGIN (3.8)% ($2.1M) 36.5% $ 55.2 M Q2 202 4 (3.4)% ($1.9M) 37.4% $ 56.5 M
APPENDIX
6 February 2023 PAGE 10 BALANCE SHEET
6 February 2023 PAGE 11 INCOME STATEMENT (Q2)
6 February 2023 PAGE 12 INCOME STATEMENT (YTD)
6 February 2023 PAGE 13 NON - GAAP RECONCILIATION
6 February 2023 PAGE 14 NON - GAAP RECONCILIATION (Q2)
6 February 2023 PAGE 15 NON - GAAP RECONCILIATION (YTD)
6 February 2023 PAGE 16 NON - GAAP RECONCILIATION (Q2)
6 February 2023 PAGE 17 NON - GAAP RECONCILIATION (YTD)