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0000913277
0000913277
2026-05-07
2026-05-07
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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 7, 2026
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 7, 2026, Clarus Corporation (the “Company”)
issued a press release announcing its results for the first quarter ended March 31, 2026 (the “Press Release”). A copy of
the Press Release and an investor presentation regarding the Company’s results for the first quarter ended March 31, 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 used in 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 to understand 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 May 7, 2026 (furnished only). |
| 99.2 |
|
Investor Presentation dated May 7, 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: May 7, 2026
| |
CLARUS CORPORATION |
| |
|
| |
By: |
/s/ Michael J. Yates |
| |
Name: |
Michael J. Yates |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1

Clarus Reports First Quarter
2026 Results
Grew Quarterly Sales 2.5% and Increased
Gross Margin 240 Basis Points
Retained Jefferies LLC to Assist the
Company with Evaluating Strategic Alternatives
SALT LAKE CITY, May 7, 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 first quarter ended March 31, 2026.
First Quarter 2026 Financial Summary vs. Same Year-Ago
Quarter
| · | Sales of $61.9 million compared to $60.4 million. |
| · | Gross margin was 36.8% compared to 34.4%; adjusted
gross margin of 36.8% compared to 34.6%. |
| · | Net loss of $3.3 million with a net loss margin
of (5.3)%, or $(0.09) per diluted share, compared to net loss of $5.2 million with a net loss margin of (8.7)%, or $(0.14) per diluted
share. |
| · | Adjusted net income of $0.7 million, or $0.02
per diluted share, compared to adjusted net loss of $(1.2) million, or $(0.03) per diluted share. |
| · | Adjusted EBITDA of $(1.1) million with an adjusted
EBITDA margin of (1.8)%, compared to Adjusted EBITDA of $(1.4) million with an adjusted EBITDA margin of (2.3)%. |
Management Commentary
“During the first quarter, we advanced key initiatives
and delivered improved revenue and adjusted EBITDA year-over-year,” said Warren Kanders, Clarus’ Executive Chairman. “While
geopolitical and macro factors continue to cause uncertainty and disruption, we remain focused on operational execution and simplification
aligned with our strategic roadmap. Our Outdoor business continued to perform well despite challenging market conditions, with segment
topline and earnings up versus last year’s first quarter, reflecting the steps we have taken to enhance inventory quality, prioritize
our most profitable categories, and steadily shift toward a more premium, full-price business model. Importantly, our Apparel category
continues to show strength, delivering sales growth for the fourth consecutive quarter.
At Adventure, we delivered solid first quarter results, highlighted
by increased revenue and gross profit. Revenue grew 5.9% and gross margin increased 260 basis points compared to the prior year, with
margin expansion driven by price growth, customer mix, and reduced incentives. The near-term outlook for Adventure remains challenging
due to geopolitical and macro factors, including a difficult consumer environment in Australia. Over the long term, we continue to believe
the Adventure segment will benefit from the structural improvements we have made over the last several quarters, with profitability recovering
as new products launch and demand normalizes.”
Mr. Kanders continued, “Overall, we believe the sum
of the parts of our two segments, Outdoor and Adventure, exceeds the Company’s current market valuation, and we are committed to
seeking to maximize long-term value for our shareholders. As such, the Board has initiated, in conjunction with our management team, a
review of strategic alternatives designed to enhance shareholder value. We are undertaking this process from a position of strength, supported
by a debt-free balance sheet and significant liquidity.”
First Quarter 2026 Financial Results
On a consolidated basis, sales in the first quarter were
$61.9 million compared to $60.4 million in the same year-ago quarter, up 2.5%. Sales in the Outdoor segment increased 1.2% to $44.9 million,
compared to $44.3 million in the year-ago quarter. Sales in the Adventure segment increased 5.9% to $17.1 million, compared to $16.1 million
in the year-ago quarter.
Sales in the Adventure segment increased due to a favorable
wholesale market in Australia for Rhino-Rack and MAXTRAX, partially offset by decreases in North America. Sales in the Outdoor segment
increased due to greater global wholesale and independent global distributor revenues. This increase was partially offset by lower PIEPS
revenue due to its sale last July and lower global direct-to-consumer revenue.
Gross margin in the first quarter was 36.8% compared to
34.4% in the year-ago quarter. The gross margin increase was primarily attributable to higher volumes and a favorable product mix at both
the Adventure and Outdoor segments.
Selling, general and administrative expenses in the first
quarter were $26.6 million compared to $26.6 million in the same year-ago quarter. First quarter 2026 expenses reflect lower wages, marketing
costs and other expense reduction initiatives across both segments to manage costs and the removal of PIEPS due to its sale during 2025,
partially offset by higher outside services and depreciation.
Net loss in the first quarter of 2026 was $(3.3) million
with a net loss margin of (5.3)%, or $(0.09) per diluted share, compared to net loss of $(5.2) million with a net loss margin of (8.7)%,
or $(0.14) per diluted share, in the year-ago quarter.
Adjusted net income in the first quarter of 2026 was $0.7
million, or $0.02 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 income (loss) excludes amortization of intangibles, disposal of internally developed software, restructuring charges, transaction
costs, inventory fair value adjustment from purchase accounting, and stock-based compensation.
Adjusted EBITDA in the first quarter was $(1.1) million,
or an adjusted EBITDA margin of (1.8)%, compared to adjusted EBITDA of $(1.4) million, or an adjusted EBITDA margin of (2.3)%, in the
same year-ago quarter.
Net cash used in operating activities for the three months
ended March 31, 2026, was $(4.1) million compared to net cash used in operating activities of $(2.1) million in the prior year quarter.
Capital expenditures in the first quarter of 2026 were $1.6 million compared to $1.2 million in the prior year quarter. Free cash flow
for the first quarter of 2026 was $(5.7) million compared to $(3.3) million in the prior year quarter.
Liquidity at March 31, 2026 vs. December 31, 2025
| · | Cash and cash equivalents totaled $29.8 million
compared to $36.7 million. |
| · | The balance sheet was debt free at the end of
both periods. |
Strategic Review
The Company announced today 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 on 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 is revising its fiscal year 2026 outlook and now expects
sales to range between $245 million and $255 million, compared to its prior outlook of $255 million to $265 million, and adjusted EBITDA
to range between approximately $3 million and $5 million, compared to its prior outlook of $9 million to $11 million. The revised adjusted
EBITDA guidance now includes an expected decline in our Adventure Segment in Australia and approximately $3 million of legal and regulatory
expense for the remainder of 2026. At the midpoint of the revised revenue and adjusted EBITDA outlook, adjusted EBITDA margin is expected
to be 1.6%. 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 flat for the full year 2026, compared to the Company’s prior outlook of $3 million to $4
million. For the second quarter of 2026, sales are expected to range between $51 million and $53 million, and adjusted EBITDA is expected
to be approximately a $3 million loss. Clarus has not provided net income guidance due to the inherent difficulty of forecasting certain
types of expenses and gains, which affect net income but not adjusted EBITDA and/or adjusted EBITDA margin. Therefore, we do not provide
reconciliations of adjusted EBITDA and/or adjusted EBITDA margin guidance to net income guidance for fiscal year 2026.
Conference Call
The Company will hold a conference call today at 5:00 p.m.
Eastern time to discuss its first quarter 2026 results. To access the call by phone, please dial (646)-307-1963 (domestic) or (800)-715-9871
(international) and ask to be joined into the Clarus Corporation call. 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 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 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, 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
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, 2026 | | |
December 31, 2025 | |
| Assets | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash | |
$ | 29,809 | | |
$ | 36,691 | |
| Accounts receivable, less allowance
for credit losses of $1,200 and $1,121 | |
| 48,368 | | |
| 44,839 | |
| Inventories | |
| 82,190 | | |
| 83,028 | |
| Prepaid and other current assets | |
| 5,000 | | |
| 5,457 | |
| Income tax receivable | |
| 1,511 | | |
| 1,407 | |
| Total current assets | |
| 166,878 | | |
| 171,422 | |
| | |
| | | |
| | |
| Property and equipment, net | |
| 18,859 | | |
| 18,255 | |
| Other intangible assets, net | |
| 22,291 | | |
| 23,761 | |
| Indefinite-lived intangible assets | |
| 19,600 | | |
| 19,600 | |
| Deferred income taxes | |
| 55 | | |
| 55 | |
| Other long-term assets | |
| 15,581 | | |
| 15,935 | |
| Total assets | |
$ | 243,264 | | |
$ | 249,028 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ Equity | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 13,510 | | |
$ | 15,907 | |
| Accrued liabilities | |
| 24,140 | | |
| 24,403 | |
| Income tax payable | |
| 334 | | |
| 179 | |
| Total current liabilities | |
| 37,984 | | |
| 40,489 | |
| | |
| | | |
| | |
| Deferred income taxes | |
| 1,412 | | |
| 1,418 | |
| Other long-term liabilities | |
| 10,211 | | |
| 10,728 | |
| Total liabilities | |
| 49,607 | | |
| 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 38,441 and 38,402 outstanding, respectively | |
| 4 | | |
| 4 | |
| Additional paid in capital | |
| 704,641 | | |
| 703,487 | |
| Accumulated deficit | |
| (461,509 | ) | |
| (457,253 | ) |
| Treasury stock, at cost | |
| (33,188 | ) | |
| (33,156 | ) |
| Accumulated other comprehensive loss | |
| (16,291 | ) | |
| (16,689 | ) |
| Total stockholders’ equity | |
| 193,657 | | |
| 196,393 | |
| Total liabilities and stockholders’ equity | |
$ | 243,264 | | |
$ | 249,028 | |
CLARUS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF LOSS
(Unaudited)
(In
thousands, except per share amounts)
| | |
Three Months Ended | |
| | |
March 31, 2026 | | |
March 31, 2025 | |
| Sales | |
| | | |
| | |
| Domestic sales | |
$ | 24,880 | | |
$ | 24,809 | |
| International sales | |
| 37,058 | | |
| 35,624 | |
| Total sales | |
| 61,938 | | |
| 60,433 | |
| | |
| | | |
| | |
| Cost of goods sold | |
| 39,175 | | |
| 39,639 | |
| Gross profit | |
| 22,763 | | |
| 20,794 | |
| | |
| | | |
| | |
| Operating expenses | |
| | | |
| | |
| Selling, general and administrative | |
| 26,577 | | |
| 26,616 | |
| Restructuring charges | |
| 853 | | |
| 173 | |
| Transaction costs | |
| 22 | | |
| 142 | |
| Legal costs and regulatory matter expenses | |
| 1,379 | | |
| 625 | |
| | |
| | | |
| | |
| Total operating expenses | |
| 28,831 | | |
| 27,556 | |
| | |
| | | |
| | |
| Operating loss | |
| (6,068 | ) | |
| (6,762 | ) |
| | |
| | | |
| | |
| Other income | |
| | | |
| | |
| Interest income, net | |
| 88 | | |
| 257 | |
| Other, net | |
| 2,908 | | |
| 459 | |
| | |
| | | |
| | |
| Total other income, net | |
| 2,996 | | |
| 716 | |
| | |
| | | |
| | |
| Loss before income tax | |
| (3,072 | ) | |
| (6,046 | ) |
| Income tax expense (benefit) | |
| 223 | | |
| (802 | ) |
| Net loss | |
$ | (3,295 | ) | |
$ | (5,244 | ) |
| | |
| | | |
| | |
| Net loss per share: | |
| | | |
| | |
| Basic | |
$ | (0.09 | ) | |
$ | (0.14 | ) |
| Diluted | |
| (0.09 | ) | |
| (0.14 | ) |
| | |
| | | |
| | |
| Weighted average shares outstanding: | |
| | | |
| | |
| Basic | |
| 38,408 | | |
| 38,366 | |
| Diluted | |
| 38,408 | | |
| 38,366 | |
CLARUS CORPORATION
RECONCILIATION FROM GROSS PROFIT TO ADJUSTED GROSS PROFIT
AND
ADJUSTED GROSS MARGIN
THREE
MONTHS ENDED
| | |
March 31, 2026 | | |
| |
March 31, 2025 | |
| Sales | |
$ | 61,938 | | |
Sales | |
$ | 60,433 | |
| | |
| | | |
| |
| | |
| Gross profit as reported | |
$ | 22,763 | | |
Gross profit as reported | |
$ | 20,794 | |
| Plus impact of inventory fair value adjustment | |
| - | | |
Plus impact of inventory fair value adjustment | |
| 120 | |
| Adjusted gross profit | |
$ | 22,763 | | |
Adjusted gross profit | |
$ | 20,914 | |
| | |
| | | |
| |
| | |
| Gross margin as reported | |
| 36.8 | % | |
Gross margin as reported | |
| 34.4 | % |
| | |
| | | |
| |
| | |
| Adjusted gross margin | |
| 36.8 | % | |
Adjusted gross margin | |
| 34.6 | % |
CLARUS CORPORATION
RECONCILIATION
FROM NET LOSS TO ADJUSTED NET INCOME
AND RELATED EARNINGS PER DILUTED SHARE
(In
thousands, except per share amounts)
| | |
Three Months Ended March 31, 2026 | |
| | |
Total | | |
Gross | | |
Operating | | |
Income tax | | |
Tax | | |
Net | | |
Diluted | |
| | |
sales | | |
profit | | |
expenses | | |
expense | | |
rate | | |
(loss) income | | |
EPS (1) | |
| As reported | |
$ | 61,938 | | |
$ | 22,763 | | |
$ | 28,831 | | |
$ | 223 | | |
| 7.3 | % | |
$ | (3,295 | ) | |
$ | (0.09 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Amortization of intangibles | |
| - | | |
| - | | |
| (1,937 | ) | |
| 14 | | |
| | | |
| 1,923 | | |
| | |
| Restructuring charges | |
| - | | |
| - | | |
| (853 | ) | |
| - | | |
| | | |
| 853 | | |
| | |
| Transaction costs | |
| - | | |
| - | | |
| (22 | ) | |
| - | | |
| | | |
| 22 | | |
| | |
| Stock-based compensation | |
| - | | |
| - | | |
| (1,154 | ) | |
| - | | |
| | | |
| 1,154 | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| As adjusted | |
$ | 61,938 | | |
$ | 22,763 | | |
$ | 24,865 | | |
$ | 237 | | |
| 26.5 | % | |
$ | 657 | | |
$ | 0.02 | |
(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 is calculated based on 38,408 basic and diluted weighted average shares of common stock. Adjusted net income per share is calculated based on 38,410 diluted shares of common stock.
| |
|
Three Months Ended March 31, 2025 |
|
| |
|
Total sales |
|
|
Gross profit |
|
|
Operating
expenses |
|
|
Income tax (benefit) expense |
|
|
Tax rate |
|
|
Net loss |
|
|
Diluted 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 |
|
|
|
|
|
| Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
(1,469 |
) |
|
|
48 |
|
|
|
|
|
|
|
1,421 |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As adjusted (2) |
|
$ |
60,433 |
|
|
$ |
20,914 |
|
|
$ |
23,183 |
|
|
$ |
(353 |
) |
|
|
22.7 |
% |
|
$ |
(1,200 |
) |
|
$ |
(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 38,366 basic and diluted weighted average shares of common stock.
(2)
Beginning in the first quarter of 2026, the Company will no longer add back Legal costs and regulatory matter expenses to adjusted net
income (loss). During the three months ended March 31, 2025, the Company included an adjustment related to these costs of $625 (net impact
of $542). The three months ended March 31, 2025 reconciliation has been restated to conform to the 2026 presentation.
CLARUS CORPORATION
RECONCILIATION
FROM CONSOLIDATED NET LOSS AND NET LOSS MARGIN TO EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION, AND AMORTIZATION (EBITDA), EBITDA MARGIN,
ADJUSTED EBITDA, AND ADJUSTED EBITDA MARGIN
(In
thousands)
| | |
Three Months Ended March 31, 2026 | | |
Three Months Ended March 31, 2025 | |
| | |
Outdoor
Segment | | |
Adventure
Segment | | |
Corporate
Costs | | |
Total (1) | | |
Outdoor
Segment | | |
Adventure
Segment | | |
Corporate
Costs | | |
Total (1) | |
| Net loss | |
| | | |
| | | |
| | | |
$ | (3,295 | ) | |
| | | |
| | | |
| | | |
$ | (5,244 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Income tax expense (benefit) | |
| | | |
| | | |
| | | |
| 223 | | |
| | | |
| | | |
| | | |
| (802 | ) |
| Other, net | |
| | | |
| | | |
| | | |
| (2,908 | ) | |
| | | |
| | | |
| | | |
| (459 | ) |
| Interest income, net | |
| | | |
| | | |
| | | |
| (88 | ) | |
| | | |
| | | |
| | | |
| (257 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operating loss | |
$ | (218 | ) | |
$ | (1,837 | ) | |
$ | (4,013 | ) | |
$ | (6,068 | ) | |
$ | 122 | | |
$ | (3,054 | ) | |
$ | (3,830 | ) | |
$ | (6,762 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Depreciation | |
| 635 | | |
| 289 | | |
| 63 | | |
| 987 | | |
| 506 | | |
| 377 | | |
| - | | |
| 883 | |
| Amortization of intangibles | |
| 222 | | |
| 1,715 | | |
| - | | |
| 1,937 | | |
| 283 | | |
| 1,941 | | |
| - | | |
| 2,224 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| EBITDA | |
$ | 639 | | |
$ | 167 | | |
$ | (3,950 | ) | |
$ | (3,144 | ) | |
$ | 911 | | |
$ | (736 | ) | |
$ | (3,830 | ) | |
$ | (3,655 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Restructuring charges | |
| 793 | | |
| 60 | | |
| - | | |
| 853 | | |
| 173 | | |
| - | | |
| - | | |
| 173 | |
| Transaction costs | |
| - | | |
| - | | |
| 22 | | |
| 22 | | |
| 70 | | |
| 40 | | |
| 32 | | |
| 142 | |
| Disposal of internally developed software | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 365 | | |
| - | | |
| 365 | |
| Stock-based compensation | |
| - | | |
| - | | |
| 1,154 | | |
| 1,154 | | |
| - | | |
| - | | |
| 1,469 | | |
| 1,469 | |
| Inventory fair value of purchase accounting | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 120 | | |
| - | | |
| 120 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted EBITDA (2) | |
$ | 1,432 | | |
$ | 227 | | |
$ | (2,774 | ) | |
$ | (1,115 | ) | |
$ | 1,154 | | |
$ | (211 | ) | |
$ | (2,329 | ) | |
$ | (1,386 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Sales | |
$ | 44,872 | | |
$ | 17,066 | | |
$ | - | | |
$ | 61,938 | | |
$ | 44,323 | | |
$ | 16,110 | | |
$ | - | | |
$ | 60,433 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss margin | |
| | | |
| | | |
| | | |
| (5.3 | )% | |
| | | |
| | | |
| | | |
| (8.7 | )% |
| EBITDA margin | |
| 1.4 | % | |
| 1.0 | % | |
| | | |
| (5.1 | )% | |
| 2.1 | % | |
| (4.6 | )% | |
| | | |
| (6.0 | )% |
| Adjusted EBITDA margin | |
| 3.2 | % | |
| 1.3 | % | |
| | | |
| (1.8 | )% | |
| 2.6 | % | |
| (1.3 | )% | |
| | | |
| (2.3 | )% |
(1)
The Company reconciles consolidated Net 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 to Adjusted EBITDA.
During the three months ended March 31, 2025, the Company included an adjustment related to these costs of $625 ($578 recorded at the
Outdoor segment and $47 recorded in Corporate costs). The three months ended March 31, 2025 reconciliation has been restated to conform
to the 2026 presentation.
Exhibit 99.2

Q1 EARNINGS PRESENTATION MAY 7, 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,” “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, risks and uncertaintie s 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, 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 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 net income (loss) and related earnings (loss) per diluted share, (iii) earnings before interest, tax es, 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 le ss 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 sh are , (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 enable s i nvestors 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 pro vid es, 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 no t 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 GAA P f inancial 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 margi n. 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 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 Enhancing inventory, prioritizing most profitable categories, and steadily shifting toward more premium, full - price model Adventure objective: Focus on the basics Positioned to benefit from structural improvements, with emphasis on new product launches and fits Strong balance sheet/prudent capital allocation Debt - free with $29.8M of cash on the balance sheet at 3/31

Commitment to operational and organizational progress despite challenging macro backdrop $ 61.9m $ 17.1m $44.9 m 36.8 % $ (1.1)m 1 Revenue + 2.5% Y/Y Adventure Revenue + 5.9% Y/Y Outdoor Revenue + 1.2% Y/Y Gross Margin + 240 BPS Y/Y Adj. EBITDA + $0.3m Y/Y FIRST QUARTER RESULTS AT A GLANCE Adventure Adj. EBITDA: $0.2m Outdoor Adj. EBITDA: $1.4m 1 Beginning in the first quarter of 2026, the Company will no longer add back legal costs and regulatory matter expenses to Adj ust ed EBITDA. Included in adjusted EBITDA for the three months ended March 31, 2026 was $1.4m of legal costs and regulatory matter expenses.

6 February 2023 PAGE 6 OUTDOOR - STRATEGIC PRIORITIES AND HIGHLIGHTS • Strategy of simplification and business reshaping continues to pay off, reflected in increased Q1 revenue, margin, and EBITDA y/y • Big three business unit (Mountain, Climb and Apparel) sales up 7% y/y and now account for >90% of total sales • Full price Apparel sales increased 10% y/y • 190 bps improvement to Q1 GM reflects progress with inventory, focus on most profitable categories, and less discounting • Strong order book for 2H26, which should support growth • Claimed tariff IEEPA credit, estimated to be $6.2M • Geopolitical environment driving 2H26 cost inflation • Two effects – lower tariffs and higher costs – roughly cancelling each other out for remainder of 2026 MANAGEMENT COMMENTARY BUILDING BLOCKS IN FOCUS SIMPLIFICATION EXECUTION PRODUCT LEADERSHIP FEWER, BIGGER, BETTER

6 February 2023 PAGE 7 ADVENTURE - STRATEGIC PRIORITIES AND HIGHLIGHTS • Q1 results reflect increment progress, following corrective steps to reset pricing and implement further cost controls • Sales increase of 5.9% driven by strong growth in Australia and new partner relationships in Japan, Scandinavia and the U.K • Q1 Adj. EBITDA improved to $0.2M from $(0.2)M in Q1’25 and Adj. EBITDA margin increased by 260 bps • Q2 2026 will be first full quarter with consolidated operations for Maxtrax and Rhino - Rack under one roof • Positive signs that RockyMounts steadily gaining traction in Australian market • Outlook for remainder of the year is challenging due to geopolitical and macro factors, including a difficult consumer environment in Australia • Focusing on what we can control: driving margin expansion, maintaining cost discipline, and improving operational efficiency MANAGEMENT COMMENTARY BUILDING BLOCKS IN FOCUS FOCUS ON BASICS RATIONALIZED NPD PIPELINE REBUILT LEADERSHIP TEAM

6 February 2023 PAGE 8 NET SALES Q1 2026 FINANCIAL RESULTS Q1 2026 GROSS MARGIN ADJ. EBITDA 1 ADJ. EBITDA MARGIN (1.8)% ($1.1M) 36.8% $61.9M Q1 2025 (2.3)% ($1.4M) 34. 4 % $60.4M 1 Beginning in the first quarter of 2026, the Company will no longer add back legal costs and regulatory matter expenses to Adj ust ed EBITDA. Included in adjusted EBITDA for the three months ended March 31, 2026 and 2025 was $1.4m and $0.6m of legal costs and regulatory matter expenses, res pectively.

6 February 2023 PAGE 9 NET SALES FULL YEAR GUIDANCE ADJ. CORPORATE COSTS ADJ. EBITDA MID - POINT ADJ. EBITDA % CAPEX FREE CASH FLOWS $245M - $2 5 5M $6M - $7M $3M - $ 5 M 1 1.6% $9M FLAT 2026 • Q 2 guidance : Net sales between $ 51 - $ 53 million ; 3 M Adj . EBITDA 1 loss 1 The revised adjusted EBITDA guidance now includes an expected decline in our Adventure Segment in Australia and approximately $3 million of legal and regulatory expense for the remainder of 2026.

APPENDIX

6 February 2023 PAGE 11 BALANCE SHEET

6 February 2023 PAGE 12 INCOME STATEMENT

6 February 2023 PAGE 13 NON - GAAP RECONCILIATION

6 February 2023 PAGE 14 NON - GAAP RECONCILIATION As reported $ 61,938 $ 22,763 $ 28,831 $ 223 7.3 % $ (3,295) $ (0.09) Amortization of intangibles - - (1,937) 14 1,923 Restructuring charges - - (853) - 853 Transaction costs - - (22) - 22 Stock-based compensation - - (1,154) - 1,154 As adjusted $ 61,938 $ 22,763 $ 24,865 $ 237 26.5 % $ 657 $ 0.02 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 Stock-based compensation - - (1,469) 48 1,421 As adjusted (2) $ 60,433 $ 20,914 $ 23,183 $ (353) 22.7 % $ (1,200) $ (0.03) (2) Beginning in the first quarter of 2026, the Company will no longer add back Legal costs and regulatory matter expenses to adjusted net income (loss). During the three months ended March 31, 2025, the Company included an adjustment related to these costs of $625 (net impact of $542). The three months ended March 31, 2025 reconciliation has been restated to conform to the 2026 presentation. loss EPS (1) (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 38,366 basic and diluted weighted average shares of common stock. Tax Net Diluted sales profit expenses (benefit) expense rate Three Months Ended March 31, 2025 Total Gross Operating Income tax expense rate (loss) income EPS (1) (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 is calculated based on 38,408 basic and diluted weighted average shares of common stock. Adjusted net income per share is calculated based on 38,410 diluted shares of common stock. sales profit expenses CLARUS CORPORATION RECONCILIATION FROM NET LOSS TO ADJUSTED NET INCOME AND RELATED EARNINGS PER DILUTED SHARE (In thousands, except per share amounts) Three Months Ended March 31, 2026 Total Gross Operating Income tax Tax Net Diluted

6 February 2023 PAGE 15 NON - GAAP RECONCILIATION Net loss $ (3,295) $ (5,244) Income tax expense (benefit) 223 (802) Other, net (2,908) (459) Interest income, net (88) (257) Operating loss $ (218) $ (1,837) $ (4,013) $ (6,068) $ 122 $ (3,054) $ (3,830) $ (6,762) Depreciation 635 289 63 987 506 377 - 883 Amortization of intangibles 222 1,715 - 1,937 283 1,941 - 2,224 EBITDA $ 639 $ 167 $ (3,950) $ (3,144) $ 911 $ (736) $ (3,830) $ (3,655) Restructuring charges 793 60 - 853 173 - - 173 Transaction costs - - 22 22 70 40 32 142 Disposal of internally developed software - - - - - 365 - 365 Stock-based compensation - - 1,154 1,154 - - 1,469 1,469 Inventory fair value of purchase accounting - - - - - 120 - 120 Adjusted EBITDA (2) $ 1,432 $ 227 $ (2,774) $ (1,115) $ 1,154 $ (211) $ (2,329) $ (1,386) Sales $ 44,872 $ 17,066 $ - $ 61,938 $ 44,323 $ 16,110 $ - $ 60,433 Net loss margin (5.3) % (8.7) % EBITDA margin 1.4 % 1.0 % (5.1) % 2.1 % (4.6) % (6.0) % Adjusted EBITDA margin 3.2 % 1.3 % (1.8) % 2.6 % (1.3) % (2.3) % (2) Beginning in the first quarter of 2026, the Company will no longer add back Legal costs and regulatory matter expenses to Adjusted EBITDA. During the three months ended March 31, 2025, the Company included an adjustment related to these costs of $625 ($578 recorded at the Outdoor segment and $47 recorded in Corporate costs). The three months ended March 31, 2025 reconciliation has been restated to conform to the 2026 presentation. (1) The Company reconciles consolidated Net 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. Outdoor Segment Adventure Segment Corporate Costs Total (1) Outdoor Segment Adventure Segment Corporate Costs Total (1) CLARUS CORPORATION RECONCILIATION FROM CONSOLIDATED NET LOSS AND NET LOSS MARGIN TO EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION, AND AMORTIZATION (EBITDA), EBITDA MARGIN, ADJUSTED EBITDA, AND ADJUSTED EBITDA MARGIN (In thousands) Three Months Ended March 31, 2026 Three Months Ended March 31, 2025