What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-07-31 · 211 added, 229 removed, 651 unchanged (40% of the section changed)

3 unchanged sentences

(In thousands, except per share amounts)

June 30, 2025

September 30, 2025

December 31, 2024

4 unchanged sentences

Income tax receivable

Assets held for sale

Total current assets

8 unchanged sentences

Accrued liabilities

Income tax payable

Current portion of long-term debt

Liabilities held for sale

Total current liabilities

16 unchanged sentences

CLARUS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, except per share amounts)

Three Months Ended

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

Domestic sales

7 unchanged sentences

Legal costs and regulatory matter expenses

Impairment of indefinite-lived intangible assets

Total operating expenses

Operating loss

Other (expense) income

Interest income, net

Total other income, net

Total other (expense) income, net

Loss before income tax

2 unchanged sentences

Foreign currency translation adjustment

Unrealized (loss) gain on hedging activities

Unrealized gain (loss) on hedging activities

Other comprehensive income

Comprehensive loss

Comprehensive income

Net loss per share:

4 unchanged sentences

(In thousands, except per share amounts)

Six Months Ended

June 30, 2025

June 30, 2024

Nine Months Ended

September 30, 2025

September 30, 2024

Domestic sales

10 unchanged sentences

Operating loss

Other income (expense)

Interest income, net

5 unchanged sentences

Net (loss) income

Other comprehensive income (loss), net of tax:

Other comprehensive income, net of tax:

Foreign currency translation adjustment

Unrealized (loss) gain on hedging activities

Other comprehensive income (loss)

Other comprehensive income

Comprehensive (loss) income

6 unchanged sentences

(In thousands)

Six Months Ended

June 30, 2025

June 30, 2024

Nine Months Ended

September 30, 2025

September 30, 2024

Cash Flows From Operating Activities:

4 unchanged sentences

Impairment of indefinite-lived intangible assets

Gain on sale of business

Loss (gain) on sale of businesses

Accretion of notes payable

12 unchanged sentences

Cash Flows From Investing Activities:

Proceeds from the sale of business

Proceeds from sale of businesses, net of cash

Proceeds from disposition of property and equipment

1 unchanged sentence

Purchases of property and equipment

Net cash (used in) provided by investing activities

Net cash provided by investing activities

Cash Flows From Financing Activities:

36 unchanged sentences

Balance, June 30, 2024

Other comprehensive income

Cash dividends ($ 0.025 per share)

Stock-based compensation expense

Proceeds from exercise of options

Balance, September 30, 2024

CLARUS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands, except per share amounts)

Treasury Stock

12 unchanged sentences

Balance, June 30, 2025

Other comprehensive income

Cash dividends ($ 0.025 per share)

Stock-based compensation expense

Balance, September 30, 2025

See accompanying notes to condensed consolidated financial statements .

3 unchanged sentences

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements of Clarus Corporation and its subsidiaries (which may be collectively referred to as the “Company,” “Clarus,” “we,” “us” or “our”) as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024, have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), instructions to the Quarterly Report on Form 10-Q, and Article 10 of Regulation S-X.

The accompanying unaudited condensed consolidated financial statements of Clarus Corporation and its subsidiaries (which may be collectively referred to as the “Company,” “Clarus,” “we,” “us” or “our”) as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024, have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), instructions to the Quarterly Report on Form 10-Q, and Article 10 of Regulation S-X.

Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments, except otherwise disclosed) necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included.

The results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be obtained for the year ending December 31, 2025.

The results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be obtained for the year ending December 31, 2025.

These interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2025.

4 unchanged sentences

We believe that our portfolio of iconic brands is well-positioned for sustainable, long-term growth underpinned by industry trends across the outdoor and adventure sport end markets.

Sale of PIEPS

On May 8, 2025, BD European Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, entered into a Share Purchase and Transfer Agreement (the “Share Purchase Agreement”) to sell all of the issued and outstanding shares of Black Diamond Austria GmbH, together with its operating subsidiary, PIEPS GmbH (collectively, “PIEPS”).

On July 11, 2025, the Company completed the sale of PIEPS, which was included in the Company’s Outdoor segment, to a private investment firm for a total purchase price of € 7,825 (approximately $ 9,124 ), including cash held at PIEPS of $ 1,311 , pursuant to the Share Purchase Agreement.

The Company recognized a pre-tax loss on sale of $ 410 , which is included in other , net in the condensed consolidated statements of comprehensive (loss) income.

We determined that the sale of the PIEPS business does not represent a strategic shift that had or will have a major effect on the condensed consolidated statements of comprehensive (loss) income, and therefore results were not classified as discontinued operations.

Use of Estimates

4 unchanged sentences

Actual results could differ from these estimates.

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

Restricted Cash

Included within cash in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, is restricted cash of $ 1,497 and $ 1,397 , respectively, primarily related to a long-term lease agreement.

Cash is restricted when withdrawal or general use is contractually or legally restricted.

Recent Accounting Pronouncements

8 unchanged sentences

The Company is currently evaluating the enhanced disclosure requirements, however it does not anticipate a material change to the consolidated financial statements.

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

8 unchanged sentences

(the “Seller” or “RockyMounts”) and Robert C.

Noyes, pursuant to which the Company agreed to (i) acquire certain assets and liabilities of the Seller constituting the RockyMounts business, including equipment, inventory, intellectual property (including exclusive use of the brand name ROCKYMOUNTS and the tradename ROCKY MOUNTS INC.), software, domain names and social media accounts, and (ii) assume certain liabilities related to the RockyMounts assets, including all liabilities and obligations of the Seller under the Assigned Contracts (as defined in the RockyMounts Purchase Agreement), arising or to be performed after the closing of the RockyMounts Purchase Agreement.

Pursuant to the RockyMounts Purchase Agreement, the purchase price to be paid for the RockyMounts assets is up to $ 8,000 , which includes (i) $ 4,000 paid in cash at closing, subject to adjustment as set forth in the RockyMounts Purchase Agreement, (ii) the issuance of a promissory note by Rhino-Rack USA LLC in favor of the Seller in the original principal amount of $ 2,000 , payable on the one-year anniversary of the closing of the RockyMounts Purchase Agreement, and (iii) the payment of additional contingent consideration of up to $ 2,000 in cash upon the satisfaction of certain net sales targets (the “RockyMounts Contingent Consideration”).

The Company estimated the initial fair value of the RockyMounts Contingent Consideration to be $ 609 and recorded this liability within accrued liabilities.

See Note 12 for discussion regarding the valuation of the RockyMounts Contingent Consideration as of June 30, 2025.

Noyes, pursuant to which the Company (i) acquired certain assets and liabilities of the Seller constituting the RockyMounts business, including equipment, inventory, intellectual property (including exclusive use of the brand name ROCKYMOUNTS and the tradename ROCKY MOUNTS INC.), software, domain names and social media accounts, and (ii) assumed certain liabilities related to the RockyMounts assets, including all liabilities and obligations of the Seller under the Assigned Contracts (as defined in the RockyMounts Purchase Agreement), arising or to be performed after the closing of the acquisition pursuant to the RockyMounts Purchase Agreement.

Pursuant to the RockyMounts Purchase Agreement, the purchase price paid for the RockyMounts assets was up to $ 8,000 , which includes (i) $ 4,000 paid in cash at closing, subject to adjustment as set forth in the RockyMounts Purchase

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

Agreement, (ii) the issuance of a promissory note by Rhino-Rack USA LLC in favor of the Seller in the original principal amount of $ 2,000 , payable on the one-year anniversary of the closing of the RockyMounts Purchase Agreement, and (iii) the payment of additional contingent consideration of up to $ 2,000 in cash if certain future net sales thresholds are met for the years endings December 31, 2025 and December 31, 2026, respectively (the “RockyMounts Contingent Consideration”).

The Company has estimated the initial fair value of the RockyMounts Contingent Consideration to be $ 609 and has recorded this liability within accrued liabilities and other long-term liabilities.

See Note 11 for discussion regarding the valuation of the RockyMounts Contingent Consideration as of September 30, 2025.

The acquisition was accounted for as a business combination.

The Company believes the acquisition of RockyMounts will provide the Company with a greater combined global revenue base, increased gross margins, profitability and free cash flows, and access to increased liquidity to further acquire and grow businesses.

The Company believes the acquisition of RockyMounts provides the Company with a greater combined global revenue base, profitability and free cash flows, and access to increased liquidity to further acquire and grow businesses.

The following table is a reconciliation to the fair value of the purchase consideration and how the purchase consideration is allocated to assets acquired and liabilities assumed which have been estimated at their fair values.

4 unchanged sentences

Goodwill for RockyMounts is included in the Adventure segment.

The goodwill consists largely of the growth and profitability expected from these acquisitions.

The goodwill consists largely of the growth and profitability expected from this acquisition.

CLARUS CORPORATION

14 unchanged sentences

The estimated fair value of inventory was recorded at expected sales price less cost to sell plus a reasonable profit margin for selling efforts.

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

In connection with the acquisition, the Company acquired exclusive rights to RockyMounts’ trademarks, customer relationships, product technologies, and tradenames.

6 unchanged sentences

No pre-existing relationships existed between the Company and RockyMounts or their sellers prior to the acquisition.

RockyMounts revenue and operating income are included in the Adventure segment.

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

revenue and operating income are included in the Adventure segment.

Total revenue and net income of RockyMounts from the date of acquisition to December 31, 2024 were not material to the Company’s consolidated financial statements.

6 unchanged sentences

The Company recognized a pre-tax gain on such sale of $ 40,585 .

The activities of the Precision Sport segment have been segregated and reported as discontinued operations for the six months ended June 30, 2024.

There was no activity in discontinued operations during the three months ended June 30, 2024.

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

The activities of the Precision Sport segment have been segregated and reported as discontinued operations for the nine months ended September 30, 2024.

There was no activity in discontinued operations during the three months ended September 30, 2024.

Summarized results of discontinued operations for the Precision Sport segment are as follows:

Six Months Ended

June 30, 2024

Nine Months Ended

September 30, 2024

Cost of goods sold

8 unchanged sentences

Income from discontinued operations, net of tax

In connection with the sale of the Precision Sport segment, all interest expense related to outstanding debt that was required to be repaid with the proceeds received from the sale pursuant to the terms of the Company’s credit facility is allocated to discontinued operations in our condensed consolidated financial statements for the six months ended June 30, 2024.

Summarized cash flow information for the Precision Sport segment discontinued operations are as follows:

Six Months Ended

June 30, 2024

Stock-based compensation

Purchase of property and equipment

ASSETS AND LIABILITIES HELD FOR SALE

We classify assets and related liabilities as held for sale when the following conditions are met:

(i) management has committed to a plan to sell the net assets, (ii) the net assets are available for immediate sale, (iii) there is an active program to locate a buyer, (iv) the sale and transfer of the net assets is probable within one year, (v) the net assets are being actively marketed for sale at a price that is reasonable in relation to the current fair value, and (vi) it is unlikely that significant changes will be made to the plan to sell the net assets.

Upon designation as held for sale, we record the assets and related liabilities at the lower of their carrying value or their estimated fair value, reduced for the costs to dispose of the assets and related liabilities, which are determined using the estimated proceeds from the sale.

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

As a result of the execution of the Share Purchase Agreement, during the second quarter of 2025 we determined that our PIEPS business, which is included within our Outdoor segment, met the criteria to be classified as held for sale, and therefore we have reclassified the related assets and liabilities as held for sale on the condensed consolidated balance sheets.

As described in Note 7 below, indefinite-lived intangible assets at our Outdoor segment, specifically the PIEPS trademark, were impaired by $ 1,565 during the three months ended June 30, 2025.

This impairment is included within impairment of indefinite-lived intangible assets in our condensed consolidated statements of comprehensive (loss) income.

The PIEPS sale closed on July 11, 2025, upon the satisfaction of customary closing conditions and other regulatory matters, including foreign direct investment.

The following is a summary of the major categories of assets and liabilities that have been classified as assets and liabilities held for sale on the condensed consolidated balance sheets as of June 30, 2025:

June 30, 2025

Accounts receivable, net

Prepaid and other current assets

Income tax receivable

Total current assets held for sale

Property and equipment, net

Other intangible assets, net

Indefinite-lived intangible assets

Deferred income taxes

Other long-term assets

Total assets held for sale

Accounts payable

Accrued liabilities

Total current liabilities held for sale

Other long-term liabilities

Total liabilities held for sale

We determined that the sale of the PIEPS business would not represent a strategic shift that had or will have a major effect on the condensed consolidated statements of comprehensive (loss) income, and therefore results were not classified as discontinued operations.

The following table provides a reconciliation of cash reported within the condensed consolidated balance sheets to the total cash shown in the condensed consolidated statements of cash flows.

June 30, 2025

Cash in Assets held for sale

CLARUS CORPORATION

1 unchanged sentence

(in thousands, except per share amounts)

Inventories, as of June 30, 2025 and December 31, 2024, were as follows:

June 30, 2025

Summarized cash flow information for the Precision Sport segment discontinued operations are as follows:

Nine Months Ended

September 30, 2024

Stock-based compensation

Purchase of property and equipment

Inventories, as of September 30, 2025 and December 31, 2024, were as follows:

September 30, 2025

December 31, 2024

3 unchanged sentences

PROPERTY AND EQUIPMENT

Property and equipment, net, as of June 30, 2025 and December 31, 2024, were as follows:

June 30, 2025

Property and equipment, net, as of September 30, 2025 and December 31, 2024, were as follows:

September 30, 2025

December 31, 2024

5 unchanged sentences

Less accumulated depreciation

Depreciation expense for continuing operations for the three months ended June 30, 2025 and 2024 was $ 877 and $ 1,045 , respectively, and for the six months ended June 30, 2025 and 2024 was $ 1,760 and $ 2,071 , respectively.

Depreciation expense for continuing operations for the three months ended September 30, 2025 and 2024 was $ 894 and $ 980 , respectively, and for the nine months ended September 30, 2025 and 2024 was $ 2,654 and $ 3,051 , respectively.

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

GOODWILL AND INTANGIBLE ASSETS

2 unchanged sentences

Balance at December 31, 2024

Balance at June 30, 2025

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

Balance at September 30, 2025

Indefinite-Lived Intangible Assets

2 unchanged sentences

Decrease due to impairment

Indefinite-lived intangible assets held for sale

Decrease due to sale of PIEPS

Impact of foreign currency exchange rates

Balance at June 30, 2025

Balance at September 30, 2025

Management performs an interim indefinite-lived intangible asset impairment assessment whenever events or circumstances make it more likely than not that an impairment may have occurred, such as a significant adverse change in the business climate or a decision to sell or dispose of the asset.

8 unchanged sentences

We assessed the fair value of the specific indefinite-lived intangible assets using the relief-from-royalty method described above.

As a result of this assessment, the carrying value of the PIEPS trademark recorded within our Outdoor reporting unit exceeded its estimated related fair value, thus an impairment of the PIEPS trademark of $ 1,565 was recorded.

If we do not achieve the results reflected in the forecasted estimates utilized in our impairment assessments, or if there are changes to market assumptions, our valuation of the reporting unit, including related indefinite-lived intangible assets, could be adversely affected, and we may be required to impair a portion or all of the related goodwill, indefinite-lived intangibles, and other long-lived assets which would adversely affect our operating results in the period of impairment.

Trademarks classified as indefinite-lived intangible assets by brand as of June 30, 2025 and December 31, 2024, were as follows:

June 30, 2025

December 31, 2024

Black Diamond

As a result of this assessment, the carrying value of the PIEPS trademark recorded within

CLARUS CORPORATION

1 unchanged sentence

(in thousands, except per share amounts)

our Outdoor reporting unit exceeded its estimated related fair value, thus an impairment of the PIEPS trademark of $ 1,565 was recorded.

Trademarks classified as indefinite-lived intangible assets by brand as of September 30, 2025 and December 31, 2024, were as follows:

September 30, 2025

December 31, 2024

Black Diamond

Other Intangible Assets, net

1 unchanged sentence

Gross balance at December 31, 2024

Definite-lived intangible assets held for sale

Decrease due to sale of PIEPS

Impact of foreign currency exchange rates

Gross balance at June 30, 2025

Other intangible assets, net of amortization as of June 30, 2025 and December 31, 2024, were as follows:

June 30, 2025

Gross balance at September 30, 2025

Other intangible assets, net of amortization as of September 30, 2025 and December 31, 2024, were as follows:

September 30, 2025

Accumulated Amortization

4 unchanged sentences

Non-compete agreements

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

December 31, 2024

4 unchanged sentences

Core technologies

Amortization expense for continuing operations for the three months ended June 30, 2025 and 2024, was $ 2,213 and $ 2,451 , respectively, and for the six months ended June 30, 2025 and 2024 was $ 4,437 and $ 4,900 , respectively.

Future amortization expense for other intangible assets as of June 30, 2025 is as follows:

Amortization expense for continuing operations for the three months ended September 30, 2025 and 2024, was $ 2,149 and $ 2,416 , respectively, and for the nine months ended September 30, 2025 and 2024 was $ 6,586 and $ 7,316 , respectively.

Future amortization expense for other intangible assets as of September 30, 2025 is as follows:

Years Ending December 31,

Amortization Expense

2025 (excluding the six months ended June 30, 2025)

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

2025 (excluding the nine months ended September 30, 2025)

ACCRUED LIABILITIES AND OTHER LONG-TERM LIABILITIES

Accrued liabilities as of June 30, 2025 and December 31, 2024, were as follows:

June 30, 2025

Accrued liabilities as of September 30, 2025 and December 31, 2024, were as follows:

September 30, 2025

December 31, 2024

10 unchanged sentences

Restructuring liabilities

Other long-term liabilities as of June 30, 2025 and December 31, 2024, were as follows:

June 30, 2025

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

Other long-term liabilities as of September 30, 2025 and December 31, 2024, were as follows:

September 30, 2025

December 31, 2024

2 unchanged sentences

LONG-TERM DEBT

Long-term debt as of June 30, 2025 and December 31, 2024, was as follows:

June 30, 2025

Long-term debt as of September 30, 2025 and December 31, 2024, was as follows:

September 30, 2025

December 31, 2024

3 unchanged sentences

Less current portion

(a) On February 29, 2024, upon the closing of the disposition of the Precision Sport segment, the Company terminated and paid off amounts outstanding under the revolving credit facility, and pursuant to the Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto (the “Restated

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

Credit Agreement”), in full.

The Company paid interest monthly on any borrowings on the Restated Credit Agreement.

2 unchanged sentences

Imputed interest is included within the principal amount and the fair value of the note was $ 1,878 on the date of issuance.

As of June 30, 2025 and December 31, 2024, the borrowing rate was 6.5 % .

As of September 30, 2025 and December 31, 2024, the borrowing rate was 6.5 % .

(c) On February 29, 2024, upon the closing of the disposition of the Precision Sport segment, the Company terminated and paid off amounts outstanding under the term loan in full.

6 unchanged sentences

The Company accounts for these contracts as cash flow hedges and tests effectiveness by determining whether changes in the expected cash flow of the derivative offset, within a range, changes in the expected cash flow of the hedged item.

At June 30, 2025, the Company’s derivative contracts had remaining maturities of less than one year .

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

At September 30, 2025, the Company’s derivative contracts had remaining maturities of less than one year .

The counterparties to these transactions had both long-term and short-term investment grade credit ratings.

The maximum net exposure of the Company’s credit risk to the counterparties is generally limited to the aggregate unrealized loss of all contracts with that counterparty, which was $ 1,926 as of June 30, 2025.

The Company’s exposure of counterparty credit risk is limited to the aggregate unrealized gain on all contracts.

As of June 30, 2025, there was no such exposure to the counterparties.

As of September 30, 2025, there was no such exposure to the counterparties.

The Company’s derivative counterparties have strong credit ratings and as a result, the Company does not require collateral to facilitate transactions.

The Company held the following contracts designated as hedging instruments as of June 30, 2025 and December 31, 2024:

June 30, 2025

The Company held the following contracts designated as hedging instruments as of September 30, 2025 and December 31, 2024:

September 30, 2025

Foreign exchange contracts - Canadian Dollars

6 unchanged sentences

Foreign exchange contracts - Euros

For contracts that qualify as effective hedge instruments, the effective portion of gains and losses resulting from changes in fair value of the instruments are included in accumulated other comprehensive loss and reclassified to sales in the period

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

the underlying hedged transaction is recognized in earnings.

Gains (losses) of ($ 503 ) and $ 136 were reclassified to sales during the three months ended June 30, 2025 and 2024, respectively, and ($ 427 ) and $ 217 were reclassified to sales during the six months ended June 30, 2025 and 2024, respectively.

The following table presents the balance sheet classification and fair value of derivative instruments as of June 30, 2025 and December 31, 2024:

Gains (losses) of ($ 641 ) and $ 14 were reclassified to sales during the three months ended September 30, 2025 and 2024, respectively, and ($ 1,068 ) and $ 231 were reclassified to sales during the nine months ended September 30, 2025 and 2024, respectively.

The following table presents the balance sheet classification and fair value of derivative instruments as of September 30, 2025 and December 31, 2024:

Classification

June 30, 2025

September 30, 2025

December 31, 2024

5 unchanged sentences

Accrued liabilities

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss (“AOCI”) primarily consists of foreign currency translation adjustments and changes in our forward foreign exchange contracts.

The following table sets forth the changes in AOCI, net of tax, for the three months ended June 30, 2025:

The following table sets forth the changes in AOCI, net of tax, for the three months ended September 30, 2025:

Foreign Currency Translation Adjustments

Unrealized Gains (Losses) on Cash Flow Hedges

Balance as of March 31, 2025

Other comprehensive income (loss) before reclassifications

Amounts reclassified from other comprehensive income (loss)

Net current period other comprehensive income (loss)

Balance as of June 30, 2025

The following table sets forth the changes in AOCI, net of tax, for the three months ended June 30, 2024:

Foreign Currency Translation Adjustments

Unrealized Gains (Losses) on Cash Flow Hedges

Balance as of March 31, 2024

Other comprehensive income before reclassifications

Amounts reclassified from other comprehensive loss

Amounts reclassified from other comprehensive income

Net current period other comprehensive income

Balance as of September 30, 2025

The following table sets forth the changes in AOCI, net of tax, for the three months ended September 30, 2024:

Foreign Currency Translation Adjustments

Unrealized Gains (Losses) on Cash Flow Hedges

Balance as of June 30, 2024

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

The following table sets forth the changes in AOCI, net of tax, for the six months ended June 30, 2025:

Other comprehensive income (loss) before reclassifications

Amounts reclassified from other comprehensive income (loss)

Net current period other comprehensive income (loss)

Balance as of September 30, 2024

The following table sets forth the changes in AOCI, net of tax, for the nine months ended September 30, 2025:

Foreign Currency Translation Adjustments

4 unchanged sentences

Net current period other comprehensive income (loss)

Balance as of June 30, 2025

The following table sets forth the changes in AOCI, net of tax, for the six months ended June 30, 2024:

Balance as of September 30, 2025

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

The following table sets forth the changes in AOCI, net of tax, for the nine months ended September 30, 2024:

Foreign Currency Translation Adjustments

1 unchanged sentence

Balance as of December 31, 2023

Other comprehensive (loss) income before reclassifications

Amounts reclassified from other comprehensive loss

Net current period other comprehensive (loss) income

Balance as of June 30, 2024

The effects on net income of amounts reclassified from unrealized gains (losses) on cash flow hedges for foreign exchange contracts for the three and six months ended June 30, 2025 and 2024, were as follows:

Other comprehensive income before reclassifications

Amounts reclassified from other comprehensive income (loss)

Net current period other comprehensive income

Balance as of September 30, 2024

The effects on net income of amounts reclassified from unrealized gains (losses) on cash flow hedges for foreign exchange contracts for the three and nine months ended September 30, 2025 and 2024, were as follows:

Gains (losses) reclassified from AOCI to the Consolidated Statements of Comprehensive (Loss) Income

1 unchanged sentence

Three Months Ended

Six Months Ended

Nine Months Ended

Statements of Comprehensive (Loss) Income

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Foreign exchange contracts:

2 unchanged sentences

Total reclassifications from AOCI

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

FAIR VALUE MEASUREMENTS

4 unchanged sentences

Level 3 - inputs to the valuation methodology are based on prices or valuation techniques that are unobservable.

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

Items Measured at Fair Value on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis at June 30, 2025 and December 31, 2024 were as follows:

June 30, 2025

Assets and liabilities measured at fair value on a recurring basis at September 30, 2025 and December 31, 2024 were as follows:

September 30, 2025

Designated forward exchange contracts

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Significant unobservable inputs used in the valuation of contingent consideration liabilities related to the acquisition of RockyMounts included a discount rate of 13.0 %.

Contingent consideration liabilities are subsequently remeasured at the estimated fair value at the end of each reporting period using financial projections of the acquired company, such as sales-based milestones and estimated probabilities of achievement, with the change in fair value recognized in contingent consideration benefit in the accompanying consolidated statements of comprehensive (loss) income for such period.

We measure the initial liability and remeasure the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements.

CLARUS CORPORATION

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(in thousands, except per share amounts)

recognized in contingent consideration benefit in the accompanying consolidated statements of comprehensive (loss) income for such period.

We measure the initial liability and remeasure the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements.

The following table summarizes the changes in contingent consideration liabilities:

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Fair value adjustments

Balance at June 30, 2025

Balance at September 30, 2025

As the contingent consideration liabilities are remeasured to fair value each reporting period, significant increases or decreases in projected sales, discount rates or the time until payment is made could have resulted in a significantly lower or higher fair value measurement.

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The net sales threshold required for the payment of the TRED contingent consideration was not met during the measurement period ended June 30, 2025.

As of September 30, 2025, the net sales threshold required for the payment of the 2025 portion of the RockyMounts contingent consideration is not expected to be met during the measurement period ending December 31, 2025.

STOCKHOLDERS’ EQUITY

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The declaration and payment of future Quarterly Cash Dividends is subject to the discretion of and approval of the Company’s Board of Directors.

On July 30, 2025 , the Company announced that its Board of Directors approved the payment on August 20, 2025 of the Quarterly Cash Dividend of $ 0.025 to the record holders of shares of the Company’s common stock as of the close of business on August 11, 2025 .

On November 5, 2025 , the Company announced that its Board of Directors approved the payment on November 26, 2025 of the Quarterly Cash Dividend of $ 0.025 to the record holders of shares of the Company’s common stock as of the close of business on November 17, 2025 .

EARNINGS (LOSS) PER SHARE

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Three Months Ended

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Weighted average shares outstanding - basic

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Net (loss) income per share:

For the three months ended June 30, 2025 and 2024, equity awards of 4,644 and 5,762 , respectively, and for the six months ended June 30, 2025 and 2024, equity awards of 4,455 and 5,405 , respectively, were excluded from the calculation of earnings (loss) per share for these periods as they were anti-dilutive.

For the three months ended September 30, 2025 and 2024, equity awards of 4,685 and 5,762 , respectively, and for the nine months ended September 30, 2025 and 2024, equity awards of 4,531 and 5,217 , respectively, were excluded from the calculation of earnings (loss) per share for these periods as they were anti-dilutive.

STOCK-BASED COMPENSATION PLAN

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Unless earlier terminated as provided therein, the Amended and Restated 2015 Plan will terminate on the tenth (10th) anniversary of the effective date of the Amended and Restated 2015 Plan.

Options Granted:

During the six months ended June 30, 2025, the Company issued stock option awards for an aggregate of 630 shares of Common Stock under the Amended and Restated 2015 Plan and the 2015 Plan to directors and employees of the Company.

Of the 630 stock options, 500 stock options shall vest and become exercisable one year from the date of the grant, 50 stock

CLARUS CORPORATION

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(in thousands, except per share amounts)

options shall vest and become exercisable over a period of three years from the date of the grant, and 80 stock options shall vest and become exercisable in four equal consecutive quarterly tranches from the date of grant.

Options Granted:

During the nine months ended September 30, 2025, the Company issued stock option awards for an aggregate of 630 shares of Common Stock under the Amended and Restated 2015 Plan and the 2015 Plan to directors and employees of the Company.

Of the 630 stock options, 500 stock options shall vest and become exercisable one year from the date of the grant, 50 stock options shall vest and become exercisable over a period of three years from the date of the grant, and 80 stock options shall vest and become exercisable in four equal consecutive quarterly tranches from the date of grant.

All of the issued stock options expire ten years from the date of the grant.

For computing the fair value of the stock-based awards, the fair value of each option grant has been estimated as of the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Options Granted During the Six Months Ended June 30, 2025

Options Granted During the Nine Months Ended September 30, 2025

Number of options

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(b) The expected term was determined based upon the underlying terms of the awards and the category and employment history of employee award recipient.

The grant date fair value of the stock options granted during the six months ended June 30, 2025 was $ 1,046 , which will be recognized over the vesting period of the options.

During the six months ended June 30, 2025, the Company did no t issue any restricted stock unit awards under the Amended and Restated 2015 Plan and the 2015 Plan to directors and employees of the Company.

The total non-cash stock compensation expense for continuing operations related to grants of incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation rights, and restricted stock unit awards recorded by the Company for the three months ended June 30, 2025 and 2024 was $ 1,555 and $ 1,528 , respectively, and for the six months ended June 30, 2025 and 2024 was $ 3,024 and $ 2,706 , respectively.

For the three and six months ended June 30, 2025 and 2024, the majority of stock-based compensation costs were classified as selling, general and administrative expenses.

As of June 30, 2025, there were 1,073 unvested stock options and unrecognized compensation cost of $ 1,815 related to unvested stock options, as well as 1,050 unvested restricted stock unit awards and unrecognized compensation costs of $ 2,549 related to unvested restricted stock unit awards.

The grant date fair value of the stock options granted during the nine months ended September 30, 2025 was $ 1,046 , which will be recognized over the vesting period of the options.

During the nine months ended September 30, 2025, the Company did no t issue any restricted stock unit awards under the Amended and Restated 2015 Plan and the 2015 Plan to directors and employees of the Company.

The total non-cash stock compensation expense for continuing operations related to grants of incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation rights, and restricted stock unit awards recorded by the Company for the three months ended September 30, 2025 and 2024 was $ 1,544 and $ 1,547 , respectively, and for the nine months ended September 30, 2025 and 2024 was $ 4,568 and $ 4,253 , respectively.

For the three and nine months ended September 30, 2025 and 2024, the majority of stock-based compensation costs were classified as selling, general and administrative expenses.

As of September 30, 2025, there were 1,053 unvested stock options and unrecognized compensation cost of $ 1,180 related to unvested stock options, as well as 1,050 unvested restricted stock unit awards and unrecognized compensation costs of $ 1,639 related to unvested restricted stock unit awards.

RESTRUCTURING

Starting in 2023, the Company began incurring expenses to facilitate long-term sustainable growth through cost reduction actions, consisting of employee reductions, facility rationalization and contract termination costs.

During the three months ended June 30, 2025 and 2024, the Company incurred $ 161 and $ 161 , respectively, and during the six months ended June 30, 2025 and 2024, the Company incurred $ 334 and $ 531 , respectively, of restructuring charges related to these actions.

The Company has incurred $ 5,505 of cumulative restructuring charges since the commencement of our restructuring actions in 2023.

The Company accrues for restructuring costs when they are probable and reasonably estimable.

These costs include severance costs, exit costs, and other restructuring costs and are included in restructuring charges in the

During the three months

CLARUS CORPORATION

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(in thousands, except per share amounts)

condensed consolidated statements of comprehensive (loss) income.

ended September 30, 2025 and 2024, the Company incurred $ 155 and $ 478 , respectively, and during the nine months ended September 30, 2025 and 2024, the Company incurred $ 489 and $ 1,009 , respectively, of restructuring charges related to these actions.

The Company has incurred $ 5,660 of cumulative restructuring charges since the commencement of our restructuring actions in 2023.

The Company accrues for restructuring costs when they are probable and reasonably estimable.

These costs include severance costs, exit costs, and other restructuring costs and are included in restructuring charges in the condensed consolidated statements of comprehensive (loss) income.

Severance costs primarily consist of severance benefits through payroll continuation, conditional separation costs and employer tax liabilities, while exit costs primarily consist of lease exit and contract termination costs.

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The Company anticipates completing these restructuring activities in the year ending December 31, 2025.

The following table summarizes the restructuring charges, payments and the remaining liabilities related to restructuring costs at June 30, 2025, which are included within accrued liabilities in the condensed consolidated balance sheets:

The following table summarizes the restructuring charges, payments and the remaining liabilities related to restructuring costs at September 30, 2025, which are included within accrued liabilities in the condensed consolidated balance sheets:

Balance at December 31, 2024

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Cash payments

Balance at June 30, 2025

Balance at September 30, 2025

COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS

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Based on currently available information, the Company does not believe that it is reasonably possible that the disposition of any of the legal disputes the Company or its subsidiaries is currently involved in will have a material adverse effect upon the Company’s consolidated financial position, results of operations or cash flows, except for the U.S.

Consumer Product Safety Commission (“CPSC”) and Department of Justice matter discussed below.

Consumer Product Safety Commission (“CPSC”) and Department of Justice matters discussed below.

There is a reasonable possibility of loss from contingencies in excess of the amounts accrued by the Company in the accompanying condensed consolidated balance sheets;

3 unchanged sentences

“Legal Proceedings.”

Legal expenses incurred in the ordinary course of business are included in selling, general, and administrative expenses in the consolidated statements of comprehensive (loss) income except as described below.

CLARUS CORPORATION

1 unchanged sentence

(in thousands, except per share amounts)

Consumer Product Safety Commission

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Pursuant to the Company’s by-laws, the Company has agreed to indemnify Mr.

Walbrecht and pay his legal fees, and he has provided an undertaking to the Company that the Company will be entitled to recover those expenses if it is ultimately determined that he was not entitled to indemnification.

Walbrecht and pay his legal fees in connection with the occurrences described above, and he has provided an undertaking to the Company that the Company will be entitled to recover those expenses if it is ultimately determined that he was not entitled to indemnification.

On August 26, 2024, Mr.

Walbrecht’s independent counsel responded to the CPSC, denying the allegations of its June 25, 2024, letter and rejecting its demand for a penalty.

On January 23, 2025, the Company and BDEL were each served with grand jury subpoenas from the United States Department of Justice requiring the production of documents relating to avalanche transmitters distributed by BDEL.

The Company and BDEL are cooperating with this investigation.

CLARUS CORPORATION

1 unchanged sentence

(in thousands, except per share amounts)

The Company and BDEL are cooperating with this investigation.

On March 13, 2025, the Company received a letter from the CPSC requesting various categories of documents and information in connection with an investigation into whether BDEL sold products that were subject to a recall.

The Company has cooperated with that investigation, substantially completed document production, and delivered a narrative explanatory letter to the CPSC on June 18, 2025.

The Company has heard nothing further from the CPSC regarding the matters in the CPSC’s March 13, 2025 letter.

Based on currently available information, the Company believes an unfavorable outcome with the CPSC is probable, however, we cannot reasonably estimate on what terms this matter will be resolved with the CPSC or the U.S.

6 unchanged sentences

Any penalties imposed by the CPSC or other regulators could be costly to us and could damage our business and reputation as well as have a material adverse effect on the Company’s liquidity, stock price, consolidated financial position, results of operations and/or cash flows.

During the three months ended June 30, 2025 and 2024, the Company incurred legal expenses of $ 1,150 and $ 180 , respectively, and during the six months ended June 30, 2025 and 2024, the Company incurred legal expenses of $ 1,728 and $ 385 , respectively, in efforts to resolve this matter.

During the three months ended September 30, 2025 and 2024, the Company incurred legal expenses of $ 322 and $ 194 , respectively, and during the nine months ended September 30, 2025 and 2024, the Company incurred legal expenses of $ 2,050 and $ 579 , respectively, in efforts to resolve this matter.

These legal expenses are included in legal costs and regulatory matter expenses in the consolidated statements of comprehensive (loss) income.

9 unchanged sentences

Defendants filed a motion to dismiss and on March 24, 2025, the Court issued an Order and Opinion denying the motion to dismiss and directing the defendants to answer the Complaint and proceed to discovery.

During the three months ended June 30, 2025 and 2024, the Company incurred legal expenses of $ 687 and $ 219 , respectively, and during the six months ended June 30, 2025 and 2024, the Company incurred legal expenses of $ 734 and $ 516 , respectively, in the efforts to bring the cases against HAP Trading and Caption Management to trial.

These legal expenses are included in legal costs and regulatory matter expenses in the consolidated statements of comprehensive (loss) income.

CLARUS CORPORATION

1 unchanged sentence

(in thousands, except per share amounts)

During the three months ended September 30, 2025 and 2024, the Company incurred legal expenses of $ 679 and $ 200 , respectively, and during the nine months ended September 30, 2025 and 2024, the Company incurred legal expenses of $ 1,413 and $ 716 , respectively, in the efforts to bring the cases against HAP Trading and Caption Management to trial.

These legal expenses are included in legal costs and regulatory matter expenses in the consolidated statements of comprehensive (loss) income.

The Company’s U.S.

federal statutory tax rate is 21 % and its foreign operations have statutory tax rates of approximately 23 % in Austria, 28 % in New Zealand, and 30 % in Australia.

The difference between the Company’s estimated effective tax rate benefit of 9.0 % for the three months ended June 30, 2025, and the U.S.

federal statutory tax rate of 21 % was primarily due to the impact of valuation allowance, stock compensation, and research and experimentation expenditures and credits in the second quarter of 2025.

The difference between the Company’s estimated effective tax rate benefit of 10.7 % for the six months ended June 30, 2025, and the U.S.

federal statutory tax rate of 21 % was primarily due to the impact of valuation allowance, stock compensation, and research and experimentation expenditures and credits in the first half of 2025.

The difference between the Company’s estimated effective tax rate benefit of 58.1 % for the three months ended September 30, 2025, and the U.S.

federal statutory tax rate of 21 % was primarily due to the impact of valuation allowance, changes in uncertain tax positions, stock compensation, and research and experimentation expenditures and credits in the third quarter of 2025.

The difference between the Company’s estimated effective tax rate benefit of 20.2 % for the nine months ended September 30, 2025, and the U.S.

As of December 31, 2024, the Company’s gross deferred tax asset was $ 35,658 .

The Company has recorded a valuation allowance of $ 23,344 , resulting in a net deferred tax asset of $ 12,314 , before deferred tax liabilities of $ 24,488 .

As of June 30, 2025 and December 31, 2024, the Company has provided a full valuation allowance against all of the U.S.

As of September 30, 2025 and December 31, 2024, the Company has provided a full valuation allowance against all of the U.S.

deferred tax assets because the ultimate realization of those assets did not meet the more-likely-than-not criteria.

7 unchanged sentences

federal income tax purposes of $ 0 and $ 5,439 , respectively.

On July 4, 2025, H.R.1 (the “Tax Reform Act of 2025”) was signed into law, which includes significant changes to federal tax law and other regulatory provisions that may impact the Company.

The Company is currently evaluating the provisions of the new law and the potential effects on its financial position, results of operations, and cash flows.

As of the date of these financial statements, the Company has not completed its assessment, and therefore no adjustments have been made.

Additional disclosures will be provided in future periods as the impact of the legislation is determined.

On July 4, 2025, H.R.1 (the “Tax Reform Act of 2025”) was signed into law, which includes significant changes to federal tax law and other regulatory provisions.

The legislation did not have a material impact on our income tax expense or our financial position, results of operations, or cash flows for the three months ended September 30, 2025, and we do not expect it to materially change our effective income tax rate for 2025.

CLARUS CORPORATION

26 unchanged sentences

Financial information for our segments, as well as revenue by geography, which the Company believes provides a meaningful depiction how the nature, timing and uncertainty of revenue are affected by economic factors, is as follows:

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Domestic sales

1 unchanged sentence

Cost of goods sold

Other inventory reserves

Selling, general and administrative

1 unchanged sentence

Transaction costs

Contingent consideration benefit

Legal costs and regulatory matter expenses

Impairment of indefinite-lived intangible assets

Segment operating loss

Segment operating income (loss)

Corporate costs

1 unchanged sentence

Loss before income tax

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Domestic sales

4 unchanged sentences

Restructuring charges

Contingent consideration benefit

Legal costs and regulatory matter expenses

6 unchanged sentences

(in thousands, except per share amounts)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Domestic sales

6 unchanged sentences

Transaction costs

Contingent consideration benefit

Legal costs and regulatory matter expenses

4 unchanged sentences

Loss before income tax

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Domestic sales

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(in thousands, except per share amounts)

Total assets by segment, as of June 30, 2025 and December 31, 2024, were as follows:

June 30, 2025

Total assets by segment, as of September 30, 2025 and December 31, 2024, were as follows:

September 30, 2025

December 31, 2024

1 unchanged sentence

Three Months Ended

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Capital expenditures:

4 unchanged sentences

Total amortization

SUBSEQUENT EVENT

On July 11, 2025, the Company completed the sale of PIEPS to a private investment firm for a total purchase price of € 7,825 (approximately $ 9,124 ), including cash and assumed debt.

The transaction was completed pursuant to the Share Purchase Agreement entered into on May 8, 2025, by BD European Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company.

CLARUS CORPORATION

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements