Form 8-K - Current report
11 Marzo 2024 - 3:44PM
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2024-03-11
2024-03-11
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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):
March 11, 2024
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 7.01. Regulation FD Disclosure.
Clarus Corporation (“Clarus” or the
“Company”) will host an investor day event on Monday, March 11, 2024, from 12:00 pm to 2:00 pm EDT in New York City, NY. The
event will include a presentation (the “Presentation”) by Clarus’ management, including Warren B. Kanders, Executive
Chairman; Michael J. Yates, Chief Financial Officer; Neil Fiske, President, Black Diamond Equipment; and Mathew Hayward, Managing Director
of Clarus' Adventure segment; followed by Q&A sessions. The investor day event will be broadcast live and available for replay on
the Company’s website at www.claruscorp.com. The Presentation and related information are furnished herewith as Exhibit 99.1 and
are incorporated herein by reference.
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 (defined as net cash provided by operating activities less
capital expenditures). The Company believes the presentation of these non-GAAP measures 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 expectation. The non-GAAP measures are reconciled to comparable GAAP financial
measures within the Presentation. 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 this Form 8-K and the Presentation
attached hereto as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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: March 11, 2024
|
CLARUS CORPORATION |
|
|
|
By: |
/s/ Michael J. Yates |
|
Name: Michael J. Yates |
|
Title: Chief Financial Officer |
Exhibit 99.1
| 6 February 2023 |
| 6 February 2023
▪
▪
▪
▪
▪
▪
▪ |
| 6 February 2023
▪
▪
▪
▪
▪
▪
▪
▪ |
| 6 February 2023 |
| 6 February 2023
We help people make space for adventure with world
ready outdoor gear born and proven in Australia.
.. |
| THIS IS OUR LAB |
| THIS IS OUR QUALITY CONTROL |
| AND THIS IS OUR FIELD TEST |
| GLOBAL ROOF
-RACK
& HITCH
CARAVAN & CAMPING
MARKET
GLOBAL ROOF
-RACK
& HITCH
CARAVAN & CAMPING
MARKET |
| FY24F Revenue FY24F EBITDA # Retail Doors Worldwide # Countries Distributed to # Employee’s Worldwide |
| 6 February 2023
ANZ, 65%
Americas, 25%
ROW, 10%
Wholesale,
75%
DTC, 15%
OEM, 10%
Trays, 20%
Bars, 30%
Accessories,
50% |
| 6 February 2023
OVERLANDING CAMPING
CYCLING
TOURING
WATER SPORTS
WEEKEND ADVENTURE
SNOW TRADE |
| 6 February 2023 |
| 6 February 2023
SNOW
OVERLANDING
CAMPING
CYCLING TOURING
WATER SPORTS WEEKEND ADVENTURE
TRADE |
| 6 February 2023 |
| 6 February 2023 |
| 6 February 2023
x663
x180
x4
X530*
x10
x2 |
| 6 February 2023
[ PRIMARY SEGMENT]
[ Overlanding & 4WD ]
[ SECONDARY SEGMENT ]
[ Work & Play, Tools & Toys ]
[ SECONDARY SEGMENT ]
[ Bike, Kayak, Snow]
[ SECONDARY SEGMENT ]
[ Families, Mall Crawlers]
[ AU SECONDARY SEGMENT ]
[ Sports, Camping, Van Life]
[ US SECONDARY SEGMENT ]
[ Hunter, Fisher, Camper] |
| 6 February 2023 |
| 6 February 2023
PRESIDENT
1 .3Year at Clarus
35 years industry experience
Chief Finance Officer
6 Years at Rhino Rack
35 years industry experience
Head of Operations
0.1 Years at Rhino Rack
20 years industry experience
Head of Product
6 Years at Rhino Rack
10 years industry experience
Head of Marketing & Digital
0.5 Years at Rhino Rack
15 years industry experience
Head of People & Culture
0.3 Years at Rhino Rack
20 years industry experience
GM ANZ
0.5 Years at Rhino Rack
20 years industry experience
GM AMERICAS
2 Years at Rhino Rack
35 years industry experience
GM Rest of World
3 Years at Rhino Rack
30 years industry experience |
| 6 February 2023 |
| 6 February 2023
•••••
•••
•••
•••• |
| 6 February 2023 |
| 6 February 2023 |
| 6 February 2023 |
| OUTDOOR |
| 6 February 2023
Iconic founder driven brand
W e h e l p p e o p l e m a k e s p a c e f o r a d v e n t u r e w i t h w o r l d
r e a d y o u t d o o r g e a r b o r n a n d p r o v e n i n A u s t r a l i a . |
| CORE
CLIMBING MARKET
OUTDOOR GEAR &
EQUIPMENT MARKET
GYM
CLIMBING MARKET
CORE
CLIMBING MARKET
OUTDOOR GEAR &
EQUIPMENT MARKET
GYM
CLIMBING MARKET |
| Climb 10M, Backcountry 4M, Trail Run 12 M, Hike/Trak Represent US
Participation data from OIA and SIA.
BD FOCUS: TOURING,
FREERIDE, MOUNTAINEERING,
SIDE-COUNRY, OFF-PISTE
INDOOR, BOULDER, SPORT,
TRAD, ICE, MIXED, BIG WALL,
ALPINE, MOUNTAINEERING,
VIA-FERRATA
MOUNTAIN RUN, TRAIL RUN,
FKT, ULTRA
OBJECTIVE DAY HIKING, FAST
PACKING, PEAK BAGGING,
BASECAMP TREK |
| FY24F Revenue FY24F EBITDA # Retail Doors Worldwide # Countries Distributed to # Employee’s Worldwide |
| 6 February 2023
North America,
65%
EU, 25%
ROW, 10%
Wholesale,
75%
DTC, 15%
IGD, 10%
Mountain, 40%
Climb, 25%
Apparel, 20%
Ski, 10%
Footwear, 5% |
| 6 February 2023 |
| 6 February 2023
Managing Director
1 Year at Clarus
28 years industry experience
Chief Finance Officer
Recent return to BLACK
DIAMOND (6.5 years prior
experience)
17 years industry experience
Head of Operations
Recent return to BLACK
DIAMOND (20 years prior
experience)
45 years industry experience
Head of Product
20 Years at BLACK DIAMOND
20 years industry experience
Head of Marketing & Digital
2 Years at BLACK DIAMOND
22 years industry experience
Head of People & Culture
25 Years at BLACK DIAMOND
25 years industry experience
GM ANZ
10 Years at BLACK DIAMOND
20 years industry experience
Head of People & Culture
Recent return to BLACK DIAMOND
(17 years prior experience)
26 years industry experience |
| 6 February 2023 |
| 6 February 2023
▪
▪
▪
▪ |
| 6 February 2023 |
| 6 February 2023 |
| 6 February 2023 |
| 6 February 2023 |
| 6 February 2023
▪▪▪▪
▪▪▪
▪▪
▪▪▪▪ |
| 6 February 2023
204 |
| 6 February 2023 |
| 6 February 2023 |
| 6 February 2023 |
| 6 February 2023 |
| On December 29, 2023, the Company announced the sale of its Precision Sport segment for $175
million. As the disposition was completed on February 29, 2024, we expect to recognize a gain on
the disposition during the three months ending March 31, 2024. The activities of the Precision Sport
segment have been segregated and reported as discontinued operations for all periods presented.
Certain prior period financial information, related to discontinued operations, have been reclassified
and separately presented in the consolidated financial statements and accompanying notes to
conform to the current period presentation. The following unaudited financial information is based
upon the historical consolidated financial statements of the Company and provides information for
continuing operations for each quarter during 2023. |
| 6 February 2023
Sales
Domestic sales $ 24,197 $ 25,925 $ 30,423 $ 31,840
International sales 46,081 32,012 50,879 44,663
Total sales 70,278 57,937 81,302 76,503
Cost of goods sold 44,770 35,360 54,018 54,361
Gross profit 25,508 22,577 27,284 22,142
Operating expenses
Selling, general and administrative 29,482 27,237 28,983 30,665
Restructuring charges - 736 1,076 1,411
Transaction costs 37 22 400 134
Contingent consideration benefit (1,565) - - -
Total operating expenses 27,954 27,995 30,459 32,210
Operating loss (2,446) (5,418) (3,175) (10,068)
Other income (expense)
Interest income, net 5 8 19 35
Other, net 76 226 (445) 1,104
Total other income (expense), net 81 234 (426) 1,139
Loss before income tax (2,365) (5,184) (3,601) (8,929)
Income tax (benefit) expense (334) (862) (1,395) (1,700)
Loss from continuing operations (2,031) (4,322) (2,206) (7,229)
Discontinued operations, net of tax 3,629 2,231 942 (1,160)
Net income (loss) $ 1,598 $ (2,091) $ (1,264) $ (8,389)
Loss from continuing operations per share:
Basic $ (0.05) $ (0.12) $ (0.06) $ (0.19)
Diluted (0.05) (0.12) (0.06) (0.19)
Net income (loss) per share:
Basic $ 0.04 $ (0.06) $ (0.03) $ (0.22)
Diluted 0.04 (0.06) (0.03) (0.22)
Weighted average shares outstanding:
Basic 37,137 37,192 37,470 38,312
Diluted 37,137 37,192 37,470 38,312
CLARUS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF LOSS
(Unaudited)
(In thousands, except per share amounts)
Three Months Ended
March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023 |
| 6 February 2023
As reported $ 70,278 $ 25,508 $ 27,954 $ (334) (14.1) % $ (2,031) $ (0.05)
Amortization of intangibles - - (2,768) 278 2,490
Stock-based compensation - - (1,285) 277 1,008
Transaction costs - - (37) 6 31
Contingent consideration (benefit) expense - - 1,565 (335) (1,230)
As adjusted $ 70,278 $ 25,508 $ 25,429 $ (108) (67.5) % $ 268 $ 0.01
As reported $ 57,937 $ 22,577 $ 27,995 $ (862) (16.6) % $ (4,322) $ (0.12)
Amortization of intangibles - - (2,714) 613 2,101
Stock-based compensation - - (1,486) 295 1,191
Restructuring charges - - (736) 74 662
Transaction costs - - (22) 2 20
As adjusted $ 57,937 $ 22,577 $ 23,037 $ 122 54.0 % $ (348) $ (0.01)
CLARUS CORPORATION
RECONCILIATION FROM LOSS FROM CONTINUING OPERATIONS TO ADJUSTED (LOSS) INCOME FROM CONTINUING OPERATIONS AND
RELATED EARNINGS PER DILUTED SHARE
(In thousands, except per share amounts)
Three Months Ended March 31, 2023
Total Gross Operating Income tax Tax (Loss) income from Diluted
(benefit) expense rate continuing operations EPS (1)
(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 is calculated based on 37,137
basic and diluted weighted average shares of common stock. Adjusted income from continuing operations per share is calculated based on 38,109 diluted shares of common stock.
sales profit expenses
Three Months Ended June 30, 2023
Total Gross Operating Income tax
continuing operations EPS (1)
(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 37,192 basic and diluted weighted average shares of common stock.
Tax (Loss) income from Diluted
sales profit expenses (benefit) expense rate |
| 6 February 2023
As reported $ 81,302 $ 27,284 $ 30,459 $ (1,395) (38.7) % $ (2,206) $ (0.06)
Amortization of intangibles - - (2,553) 866 1,687
Stock-based compensation - - (1,152) 284 868
Restructuring charges - - (1,076) 334 742
Transaction costs - - (400) 92 308
As adjusted $ 81,302 $ 27,284 $ 25,278 $ 181 11.5 % $ 1,399 $ 0.04
As reported $ 76,503 $ 22,142 $ 32,210 $ (1,700) (19.0) % $ (7,229) $ (0.19)
Amortization of intangibles - - (2,680) 536 2,144
Stock-based compensation - - (1,218) 244 974
Inventory fair value of purchase accounting - 64 - 14 50
Restructuring charges - - (1,411) 282 1,129
Transaction costs - - (134) 27 107
As adjusted $ 76,503 $ 22,206 $ 26,767 $ (597) (17.4) % $ (2,825) $ (0.07)
CLARUS CORPORATION
RECONCILIATION FROM LOSS FROM CONTINUING OPERATIONS TO ADJUSTED (LOSS) INCOME FROM CONTINUING OPERATIONS AND
RELATED EARNINGS PER DILUTED SHARE
(In thousands, except per share amounts)
Three Months Ended September 30, 2023
Total Gross Operating Income tax Tax (Loss) income from Diluted
(benefit) expense rate continuing operations EPS (1)
(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 is calculated based on 37,470 basic
and diluted weighted average shares of common stock. Adjusted income from continuing operations per share is calculated based on 37,871 diluted shares of common stock.
sales profit expenses
Three Months Ended December 31, 2023
Total Gross Operating Income tax Tax (Loss) income from Diluted
(benefit) expense rate continuing operations EPS (1)
(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 38,312 basic and diluted weighted average shares of common stock.
sales profit expenses |
| 6 February 2023
Loss from continuing operations $ (2,031) $ (4,322) $ (2,206) $ (7,229)
Income tax (benefit) expense (334) (862) (1,395) (1,700)
Other, net (76) (226) 445 (1,104)
Interest expense, net (5) (8) (19) (35)
Operating loss (2,446) (5,418) (3,175) (10,068)
Depreciation 939 1,080 1,045 1,086
Amortization of intangibles 2,768 2,714 2,553 2,680
EBITDA 1,261 (1,624) 423 (6,302)
Restructuring charges - 736 1,076 1,411
Transaction costs 37 22 400 134
Contingent consideration expense (1,565) - - -
Inventory fair value of purchase accounting - - - 64
Stock-based compensation 1,285 1,486 1,152 1,218
Adjusted EBITDA $ 1,018 $ 620 $ 3,051 $ (3,475)
Sales $ 70,278 $ 57,937 $ 81,302 $ 76,503
EBITDA margin 1.8% -2.8% 0.5% -8.2%
Adjusted EBITDA margin 1.4% 1.1% 3.8% -4.5%
CLARUS CORPORATION
RECONCILIATION FROM LOSS FROM CONTINUING OPERATIONS TO EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION, AND AMORTIZATION
(EBITDA), EBITDA MARGIN, ADJUSTED EBITDA, AND ADJUSTED EBITDA MARGIN
(In thousands)
March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023
Three Months Ended |
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Grafico Azioni Clarus (NASDAQ:CLAR)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Clarus (NASDAQ:CLAR)
Storico
Da Gen 2024 a Gen 2025