Clarus Corp 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CLARUS CORPORATION AND SUBSIDIARIES Index to Financial Statements Page Report of Independent Registered Public Accounting Firm ( PCAOB ID No. 34 ) 55 Consolidated Balance Sheets - December 31, 2023 and 2022 58 Consolidated Statements of Comprehensive (Loss) Income - Years Ended December 31, 2023, 2022 and 2021 59 Consolidated Statements of Cash Flows - Years Ended December 31, 2023, 2022 and 2021 60 Consolidated Statements of Stockholders’ Equity - Years Ended December 31, 2023, 2022 and 2021 61 Notes to Consolidated Financial Statements 62 ​ ​ ​ 54 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Clarus Corporation: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Clarus Corporation and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of comprehensive (loss) income, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 7, 2024, expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate. 55 Table of Contents Goodwill — Adventure reporting unit goodwill — Refer to Notes 1 and 6 to the financial statements Critical Audit Matter Description The Company's evaluation of goodwill for impairment involves the comparison of the estimated fair value of a reporting unit to its carrying value. The Company estimates the reporting unit’s fair value using a combination of the income approach, which uses projected discounted cash flows, and the market approach, which uses earnings before interest, taxes, depreciation, and amortization (EBITDA) market multiples of comparable publicly traded companies. The determination of the fair value using the income approach requires management to make significant estimates and assumptions related to revenue and cash flow projections and discount rates. The determination of the fair value using the market approach also requires management to make significant estimates and assumptions related to revenue and cash flow projections used to determine EBITDA as well as the market multiples of comparable publicly traded companies. The goodwill balance allocated to the Adventure reporting unit was $39,320,000 as of December 31, 2023. The fair value of the reporting unit exceeded its carrying value and therefore, no impairment was recognized for the year ended December 31, 2023. We identified the valuation of the Adventure reporting unit as a critical audit matter because of the significant estimates and assumptions management made to determine the fair value. The audit of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to revenue and cash flow projections, and the selection of EBITDA multiples and discount rate. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the revenue and cash flow projections (“projections”), and the selection of EBITDA multiples and discount rate for the valuation of the Adventure reporting unit included the following, among others: ● We tested the effectiveness of internal controls over the goodwill impairment analysis, including those over revenue and cash flow projections, and the selection of EBITDA multiples and discount rate. ● We evaluated the reasonableness of management’s projections by comparing the projections to: – Historical revenues and cash flows. – Internal communications to management and the Board of Directors. – Projected information included in industry reports and certain of its peer companies. ● With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodologies, EBITDA multiples and discount rate by: – Testing the source information underlying the determination of the discount rate and the mathematical accuracy of the calculations. – Developing a range of independent estimates and comparing those estimates to the discount rate selected by management. – Evaluating EBITDA multiples, including testing the underlying source information and mathematical accuracy of the calculations, and comparing the multiples selected by management to its comparable publicly traded companies. 56 Table of Contents Discontinued Operations — Refer to Notes 1 and 3 to the financial statements Critical Audit Matter Description On February 29, 2024, the Company completed the sale of the Precision Sport segment pursuant to a Purchase and Sale Agreement dated December 29, 2023. Management determined that the planned sale met the criteria for the Precision Sport segment to be classified as held for sale and the results of its operations are presented as discontinued operations for all periods presented in accordance with Accounting Standard Codification 205-20, Discontinued Operations (“ASC 205-20”). We identified the presentation and disclosure of the discontinued operations as a critical audit matter given the discontinued operations are material to the financial statements and the significance of judgments made by management in its application of ASC 205-20, and the increased extent of auditor effort and judgment required to assess management's identification, segregation, and presentation and disclosure related to the planned sale of the Precision Sport segment. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures performed over the Company's discontinued operations presentation and disclosure related to the planned sale of the Company’s Precision Sport segment included the following, among others: ● We tested the effectiveness of internal controls over the Company's discontinued operations assessment process, including controls related to management's identification, segregation, and presentation and disclosure in the Company’s financial statements; ● We obtained and evaluated the Company's memorandum that documented management's presentation and disclosure conclusions with respect of relevant accounting standards; ● We tested the classification of amounts included in discontinued operations by agreeing such amounts to the Company's historical accounting records. ​ /s/ Deloitte & Touche LLP Salt Lake City, Utah March 7, 2024 We have served as the Company’s auditor since 2018. ​ 57 Table of Contents CLARUS CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 ​ 2022 Assets ​ ​ ​ ​ ​ Current assets ​ ​ ​ ​ ​ Cash $ 11,324 ​ $ 11,981 Accounts receivable, net ​ 53,971 ​ ​ 48,134 Inventories ​ 91,409 ​ ​ 107,602 Prepaid and other current assets ​ 4,865 ​ ​ 6,300 Income tax receivable ​ 892 ​ ​ 3,034 Assets held for sale ​ 137,284 ​ ​ 61,568 Total current assets ​ 299,745 ​ ​ 238,619 ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 16,587 ​ ​ 17,304 Other intangible assets, net ​ 41,466 ​ ​ 48,296 Indefinite-lived intangible assets ​ 58,527 ​ ​ 58,401 Goodwill ​ 39,320 ​ ​ 36,278 Deferred income taxes ​ 22,869 ​ ​ 17,912 Other long-term assets ​ 16,824 ​ ​ 17,440 Non-current assets held for sale ​ - ​ ​ 83,895 Total assets $ 495,338 ​ $ 518,145 ​ ​ ​ ​ ​ ​ Liabilities and Stockholders’ Equity ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ ​ Accounts payable $ 20,015 ​ $ 24,767 Accrued liabilities ​ 24,580 ​ ​ 20,553 Income tax payable ​ 805 ​ ​ 421 Current portion of long-term debt ​ 119,790 ​ ​ 11,904 Liabilities held for sale ​ 5,744 ​ ​ 6,950 Total current liabilities ​ 170,934 ​ ​ 64,595 ​ ​ ​ ​ ​ ​ Long-term debt, net ​ - ​ ​ 127,082 Deferred income taxes ​ 18,124 ​ ​ 18,506 Other long-term liabilities ​ 14,160 ​ ​ 15,854 Total liabilities ​ 203,218 ​ ​ 226,037 ​ ​ ​ ​ ​ ​ 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; 42,761 and 41,637 issued and 38,149 and 37,048 outstanding, respectively ​ 4 ​ ​ 4 Additional paid in capital ​ 691,198 ​ ​ 679,339 Accumulated deficit ​ ( 350,739 ) ​ ​ ( 336,843 ) Treasury stock, at cost ​ ( 32,929 ) ​ ​ ( 32,707 ) Accumulated other comprehensive loss ​ ( 15,414 ) ​ ​ ( 17,685 ) Total stockholders’ equity ​ 292,120 ​ ​ 292,108 Total liabilities and stockholders’ equity $ 495,338 ​ $ 518,145 ​ See accompanying notes to consolidated financial statements. 58 Table of Contents CLARUS CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (In thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ Sales ​ ​ ​ ​ ​ ​ ​ ​ Domestic sales $ 112,385 ​ $ 132,818 ​ $ 124,819 International sales ​ 173,635 ​ ​ 182,433 ​ ​ 141,152 Total sales ​ 286,020 ​ ​ 315,251 ​ ​ 265,971 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ 188,509 ​ ​ 205,298 ​ ​ 178,097 Gross profit ​ 97,511 ​ ​ 109,953 ​ ​ 87,874 ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative ​ 116,367 ​ ​ 120,814 ​ ​ 90,660 Restructuring charges ​ 3,223 ​ ​ - ​ ​ - Transaction costs ​ 593 ​ ​ 2,818 ​ ​ 11,520 Contingent consideration (benefit) expense ​ ( 1,565 ) ​ ​ 493 ​ ​ ( 1,605 ) Impairment of goodwill and indefinite-lived intangible assets ​ - ​ ​ 92,311 ​ ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses ​ 118,618 ​ ​ 216,436 ​ ​ 100,575 ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating loss ​ ( 21,107 ) ​ ​ ( 106,483 ) ​ ​ ( 12,701 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense) ​ ​ ​ ​ ​ ​ ​ ​ Interest income (expense), net ​ 67 ​ ​ - ​ ​ ( 17 ) Other, net ​ 961 ​ ​ ( 1,035 ) ​ ​ ( 4,393 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Total other income (expense), net ​ 1,028 ​ ​ ( 1,035 ) ​ ​ ( 4,410 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss before income tax ​ ( 20,079 ) ​ ​ ( 107,518 ) ​ ​ ( 17,111 ) Income tax benefit ​ ( 4,291 ) ​ ​ ( 14,716 ) ​ ​ ( 19,234 ) (Loss) income from continuing operations ​ ( 15,788 ) ​ ​ ( 92,802 ) ​ ​ 2,123 ​ ​ ​ ​ ​ ​ ​ ​ ​ Discontinued operations, net of tax ​ 5,642 ​ ​ 23,022 ​ ​ 23,970 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income ​ ( 10,146 ) ​ ​ ( 69,780 ) ​ ​ 26,093 ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss), net of tax: ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustment ​ 2,405 ​ ​ ( 12,387 ) ​ ​ ( 6,721 ) Unrealized (loss) gain on hedging activities ​ ( 134 ) ​ ​ ( 248 ) ​ ​ 1,171 Other comprehensive income (loss) ​ 2,271 ​ ​ ( 12,635 ) ​ ​ ( 5,550 ) Comprehensive (loss) income $ ( 7,875 ) ​ $ ( 82,415 ) ​ $ 20,543 ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) income from continuing operations per share: ​ ​ ​ ​ ​ ​ ​ ​ Basic $ ( 0.42 ) ​ $ ( 2.49 ) ​ $ 0.06 Diluted ​ ( 0.42 ) ​ ​ ( 2.49 ) ​ ​ 0.06 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income per share: ​ ​ ​ ​ ​ ​ ​ ​ Basic $ ( 0.27 ) ​ $ ( 1.88 ) ​ $ 0.79 Diluted ​ ( 0.27 ) ​ ​ ( 1.88 ) ​ ​ 0.73 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 37,485 ​ ​ 37,201 ​ ​ 33,136 Diluted ​ 37,485 ​ ​ 37,201 ​ ​ 35,686 ​ See accompanying notes to consolidated financial statements. 59 Table of Contents CLARUS CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 ​ 2022 ​ 2021 Cash Flows From Operating Activities: ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income $ ( 10,146 ) ​ $ ( 69,780 ) ​ $ 26,093 Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: ​ ​ ​ ​ ​ ​ ​ ​ Depreciation of property and equipment ​ 7,602 ​ ​ 7,626 ​ ​ 5,985 Amortization of other intangible assets ​ 12,748 ​ ​ 15,326 ​ ​ 9,834 Impairment of goodwill and indefinite-lived intangible assets ​ - ​ ​ 92,311 ​ ​ - Amortization of debt issuance costs ​ 928 ​ ​ 824 ​ ​ 505 Loss (gain) on disposition of property and equipment ​ 54 ​ ​ ( 81 ) ​ ​ ( 63 ) Noncash lease expense ​ 3,741 ​ ​ 3,081 ​ ​ 2,384 Contingent consideration (benefit) expense ​ ( 1,565 ) ​ ​ 451 ​ ​ ( 1,675 ) Stock-based compensation ​ 5,292 ​ ​ 11,361 ​ ​ 9,477 Deferred income taxes ​ ( 6,348 ) ​ ​ ( 9,523 ) ​ ​ ( 14,423 ) Changes in operating assets and liabilities, net of acquisitions: ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ 6,078 ​ ​ ( 8,326 ) ​ ​ ( 6,464 ) Inventories ​ 13,211 ​ ​ ( 19,487 ) ​ ​ ( 34,071 ) Prepaid and other assets ​ 2,134 ​ ​ 1,150 ​ ​ ( 3,560 ) Accounts payable ​ ( 4,940 ) ​ ​ 1,371 ​ ​ 2,746 Accrued liabilities ​ 540 ​ ​ ( 5,037 ) ​ ​ 2,935 Income taxes ​ 2,595 ​ ​ ( 6,657 ) ​ ​ ( 7 ) Net cash provided by (used in) operating activities ​ 31,924 ​ ​ 14,610 ​ ​ ( 304 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash Flows From Investing Activities: ​ ​ ​ ​ ​ ​ ​ ​ Purchase of businesses, net of cash acquired ​ ( 5,648 ) ​ ​ - ​ ​ ( 160,988 ) Proceeds from disposition of property and equipment ​ 199 ​ ​ 499 ​ ​ 229 Purchase of intangible assets ​ ( 250 ) ​ ​ - ​ ​ - Purchases of property and equipment ​ ( 5,717 ) ​ ​ ( 8,250 ) ​ ​ ( 17,383 ) Net cash used in investing activities ​ ( 11,416 ) ​ ​ ( 7,751 ) ​ ​ ( 178,142 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash Flows From Financing Activities: ​ ​ ​ ​ ​ ​ ​ ​ Proceeds from revolving credit facilities ​ 51,243 ​ ​ 95,611 ​ ​ 122,140 Repayments on revolving credit facilities ​ ( 59,835 ) ​ ​ ( 96,064 ) ​ ​ ( 119,219 ) Repayments on term loans ​ ( 11,126 ) ​ ​ ( 126,810 ) ​ ​ ( 7,467 ) Proceeds from issuance of term loans ​ - ​ ​ 125,000 ​ ​ 109,157 Payment of debt issuance costs ​ - ​ ​ ( 1,385 ) ​ ​ ( 985 ) Purchase of treasury stock ​ ( 222 ) ​ ​ ( 8,267 ) ​ ​ ( 651 ) Proceeds from exercise of options ​ 3,435 ​ ​ 2,721 ​ ​ 1,805 Cash dividends paid ​ ( 3,750 ) ​ ​ ( 3,721 ) ​ ​ ( 3,335 ) Payment of contingent consideration ​ - ​ ​ ( 943 ) ​ ​ - Proceeds from the sale of common stock ​ - ​ ​ - ​ ​ 80,264 Common stock issuance costs ​ - ​ ​ - ​ ​ ( 1,032 ) Net cash (used in) provided by financing activities ​ ( 20,255 ) ​ ​ ( 13,858 ) ​ ​ 180,677 ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of foreign exchange rates on cash ​ ( 990 ) ​ ​ ( 405 ) ​ ​ ( 555 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in cash ​ ( 737 ) ​ ​ ( 7,404 ) ​ ​ 1,676 Cash, beginning of year ​ 12,061 ​ ​ 19,465 ​ ​ 17,789 Cash, end of period $ 11,324 ​ $ 12,061 ​ $ 19,465 ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental Disclosure of Cash Flow Information: ​ ​ ​ ​ ​ ​ ​ ​ Cash (received) paid for income taxes $ ( 758 ) ​ $ 8,639 ​ $ 1,984 Cash paid for interest $ 10,398 ​ $ 6,586 ​ $ 2,252 Supplemental Disclosures of Non-Cash Investing and Financing Activities: ​ ​ ​ ​ ​ ​ ​ ​ Shares issued for business acquisitions $ 3,132 ​ $ 2,261 ​ $ 57,927 Deferred stock consideration for business acquisition $ - ​ $ - ​ $ 4,457 Contingent consideration for business acquisitions $ 121 ​ $ - ​ $ 5,209 Property and equipment purchased with accounts payable $ 145 ​ $ 541 ​ $ 269 Intangible assets purchased with accounts payable $ 250 ​ $ - ​ $ - Lease liabilities arising from obtaining right-of-use assets $ 4,441 ​ $ 1,405 ​ $ 6,517 Gain on transfer of entity under common control $ - ​ $ - ​ $ 576 ​ 60 Table of Contents See accompanying notes to consolidated financial statements. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CLARUS CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ Total ​ ​ Common Stock ​ Paid-In ​ Accumulated ​ Treasury Stock ​ Comprehensive ​ Stockholders' ​ ​ Shares ​ Amount ​ Capital ​ Deficit ​ Shares ​ Amount ​ Income (Loss) ​ Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2020 ​ ​ 35,198 ​ $ 4 ​ $ 513,979 ​ $ ( 286,100 ) ​ ​ ( 3,970 ) ​ $ ( 23,789 ) ​ $ 500 ​ $ 204,594 Net income ​ ​ - ​ ​ - ​ ​ - ​ ​ 26,093 ​ ​ - ​ ​ - ​ ​ - ​ ​ 26,093 Other comprehensive loss ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ ( 5,550 ) ​ ​ ( 5,550 ) Cash dividends ( $ 0.10 per share) ​ ​ - ​ ​ - ​ ​ - ​ ​ ( 3,335 ) ​ ​ - ​ ​ - ​ ​ - ​ ​ ( 3,335 ) Purchase of treasury stock ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ ( 41 ) ​ ​ ( 651 ) ​ ​ - ​ ​ ( 651 ) Gain on transfer of entity under common control ​ ​ - ​ ​ - ​ ​ 576 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 576 Stock-based compensation expense ​ ​ - ​ ​ - ​ ​ 9,477 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 9,477 Proceeds from exercise of options ​ ​ 322 ​ ​ - ​ ​ 1,805 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 1,805 Issuance of common stock, net of issuance costs ​ ​ 3,163 ​ ​ - ​ ​ 79,232 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 79,232 Shares issued for business acquisitions ​ ​ 2,422 ​ ​ - ​ ​ 57,927 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 57,927 Balance, December 31, 2021 ​ ​ 41,105 ​ $ 4 ​ $ 662,996 ​ $ ( 263,342 ) ​ ​ ( 4,011 ) ​ $ ( 24,440 ) ​ $ ( 5,050 ) ​ $ 370,168 Net loss ​ ​ - ​ ​ - ​ ​ - ​ ​ ( 69,780 ) ​ ​ - ​ ​ - ​ ​ - ​ ​ ( 69,780 ) Other comprehensive loss ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ ( 12,635 ) ​ ​ ( 12,635 ) Cash dividends ( $ 0.10 per share) ​ ​ - ​ ​ - ​ ​ - ​ ​ ( 3,721 ) ​ ​ - ​ ​ - ​ ​ - ​ ​ ( 3,721 ) Purchase of treasury stock ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ ( 578 ) ​ ​ ( 8,267 ) ​ ​ - ​ ​ ( 8,267 ) Stock-based compensation expense ​ ​ - ​ ​ - ​ ​ 11,361 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 11,361 Proceeds from exercise of options ​ ​ 424 ​ ​ - ​ ​ 2,721 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 2,721 Shares issued for business acquisitions ​ ​ 108 ​ ​ - ​ ​ 2,261 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 2,261 Balance, December 31, 2022 ​ ​ 41,637 ​ $ 4 ​ $ 679,339 ​ $ ( 336,843 ) ​ ​ ( 4,589 ) ​ $ ( 32,707 ) ​ $ ( 17,685 ) ​ $ 292,108 Net loss ​ ​ - ​ ​ - ​ ​ - ​ ​ ( 10,146 ) ​ ​ - ​ ​ - ​ ​ - ​ ​ ( 10,146 ) Other comprehensive income ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 2,271 ​ ​ 2,271 Cash dividends ($ 0.10 per share) ​ ​ - ​ ​ - ​ ​ - ​ ​ ( 3,750 ) ​ ​ - ​ ​ - ​ ​ - ​ ​ ( 3,750 ) Purchase of treasury stock ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ ( 23 ) ​ ​ ( 222 ) ​ ​ - ​ ​ ( 222 ) Stock-based compensation expense ​ ​ - ​ ​ - ​ ​ 5,292 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 5,292 Proceeds from exercise of options ​ ​ 695 ​ ​ - ​ ​ 3,435 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 3,435 Shares issued for business acquisitions ​ ​ 429 ​ ​ - ​ ​ 3,132 ​ ​ - ​ ​ - ​ ​ - ​ ​ - ​ ​ 3,132 Balance, December 31, 2023 ​ ​ 42,761 ​ $ 4 ​ $ 691,198 ​ $ ( 350,739 ) ​ ​ ( 4,612 ) ​ $ ( 32,929 ) ​ $ ( 15,414 ) ​ $ 292,120 ​ See accompanying notes to consolidated financial statements. ​ ​ 61 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share amounts) NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying audited consolidated financial statements of Clarus Corporation and subsidiaries (which may be referred to as the “Company,” “Clarus,” “we,” “our” or “us”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Nature of Business Headquartered in Salt Lake City, Utah, we are a global leading designer, developer, manufacturer and distributor of best-in-class outdoor equipment and lifestyle products focused on the outdoor enthusiast markets. 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 TRED Outdoors® brand names through outdoor specialty and online retailers, our own websites, distributors and original equipment manufacturers. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The more significant estimates relate to the fair value of net assets acquired in business combinations, provision for excess or obsolete inventory, allowance for credit losses, and valuation of contingent consideration liabilities, deferred tax assets, long-lived assets, goodwill and indefinite-lived intangible assets, and other intangible assets. We base our estimates on historical experience, projected future cash flows, and other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates. Significant Accounting Policies Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Clarus Corporation and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Unless otherwise specified, disclosures in these consolidated financial statements reflect continuing operations only. 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. See Note 3 to our consolidated financial statements for further information. Foreign Currency Transactions and Translation The accounts of the Company’s international subsidiaries’ financial statements which have functional currencies other than the U.S. dollar are translated into U.S. dollars using the exchange rate at the balance sheet dates for assets and liabilities and average exchange rates for the periods for revenues, expenses, gains and losses. Foreign currency translation adjustments are recorded as a separate component of accumulated other comprehensive loss. Foreign currency transaction gains and losses are included in other income (expense) in the consolidated statements of comprehensive (loss) income. Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At December 31, 2023 and 2022, the Company did not hold any amounts that were considered to be cash equivalents. Accounts Receivable and Allowance for Credit Losses The Company records its trade receivables at sales value. The trade receivables do not bear interest. The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as 62 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) determined by the review of their current credit information. The Company evaluates the collectability of its accounts receivable and determines the appropriate allowance for credit losses based on a combination of factors. A non-specific allowance for estimated credit losses is recorded based on historical experience of collectability. In addition, specific allowances are established for customer accounts as known collection problems occur due to insolvency, disputes or other collection issues. The amounts of these specific allowances are estimated by management based on the customer’s financial position, the age of the customer’s receivables and the reasons for any disputes. The allowance for credit losses is reduced by subsequent collections of the specific allowances or by any write-off of customer accounts that are deemed uncollectible. The allowance for credit losses was $ 1,412 and $ 981 at December 31, 2023 and 2022, respectively. There were no significant write-offs during the years ended December 31, 2023, 2022, and 2021. Inventories Inventories are stated at the lower of cost (using the first-in, first-out method “FIFO”) or net realizable value. Elements of cost in the Company’s manufactured inventories generally include raw materials, direct labor, manufacturing overhead and freight in. The Company reviews its inventories for excess, close-out, or slow-moving items and makes provisions as necessary to properly reflect inventory values. Property and Equipment Property and equipment is stated at historical cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives. The principal estimated useful lives are: buildings, 30 years ; building improvements, 20 years ; machinery and equipment, 3 - 10 years ; computer hardware and software, 3 - 5 years ; furniture and fixtures, 5 years . Leasehold improvements are amortized over the lesser of the estimated useful life of the improvement or the life of the lease. Major replacements, which extend the useful lives of equipment, are capitalized and depreciated over the remaining useful life. Normal maintenance and repair items are expensed as incurred. Property and equipment are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. Property and equipment located outside of the United States are not considered material. Leases Right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate. Lease terms include options to extend or terminate the lease when it is reasonably certain that those options will be exercised. Variable lease payments are generally expensed as incurred and include certain non-lease components, such as common area maintenance and other services provided by the lessor, and other charges such as utilities, insurance and property taxes included in the lease. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and the expense for these short-term leases and for leases is recognized on a straight-line basis over the lease term. Non-lease components are excluded from the ROU asset and lease liability present value computations. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Goodwill Goodwill represents the excess of the purchase price over the fair market value of identifiable net assets of acquired companies. Goodwill is not amortized, but rather is tested for impairment at the reporting unit level annually as of December 31 st of each year or more frequently if triggering events or changes in circumstances indicate impairment, such as a significant adverse change in business climate. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, through this qualitative assessment, the conclusion is made that it is more likely than not that a reporting unit’s fair value is less than its carrying amount, or the Company elects to bypass the qualitative assessment, a quantitative impairment analysis is performed. We estimate the reporting unit’s fair value using a combination of the income approach 63 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) based upon projected discounted cash flows of the reporting unit and the market approach based upon the market multiple of comparable publicly traded companies. If the fair value of the reporting unit is less than its carrying amount, an impairment loss is recognized for the excess carrying amount over the fair value computation. No impairment of goodwill was recorded during the years ended December 31, 2023 and 2021. Based on the results of the Company’s annual impairment tests completed as of December 31, 2022, the Company recognized goodwill impairment in our Adventure reporting unit of $ 52,071 during the year ended December 31, 2022. Intangible Assets Intangible assets represent other intangible assets and indefinite-lived intangible assets acquired. The Company’s other intangible assets, such as certain customer relationships, product technologies, tradenames, trademarks and core technologies with finite lives are amortized over their estimated useful lives. Other intangible assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. The Company’s indefinite-lived intangible assets consists of certain tradenames and trademarks that provide Black Diamond Equipment, PIEPS, Rhino-Rack, MAXTRAX, and TRED with the exclusive and perpetual rights to manufacture and sell their respective products. Indefinite-lived intangible assets are not amortized; however, they are tested for impairment annually as of December 31 st of each year or more frequently if events or changes in circumstances exist that may indicate impairment. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If, through this qualitative assessment, the conclusion is made that it is more likely than not that an indefinite-lived intangible asset’s fair value is less than its carrying amount, or the Company elects to bypass the qualitative assessment, a quantitative impairment analysis is performed by comparing the indefinite-lived intangible asset’s book value to its estimated fair value. The fair value for indefinite-lived intangible assets is determined through an income approach using the relief-from-royalty method. The amount of any impairment is measured as the difference between the carrying amount and the fair value of the impaired asset. No impairment of indefinite-lived intangible assets was recorded during the years ended December 31, 2023 and 2021. Based on the results of the Company’s annual impairment tests completed as of December 31, 2022, the Company recognized an impairment of indefinite-lived intangible assets in our Adventure reporting unit, specifically the Rhino-Rack trademark, of $ 40,240 during the year ended December 31, 2022 . Derivative Financial Instruments The Company uses derivative instruments to hedge currency rate movements on foreign currency denominated sales. The Company enters into forward contracts, option contracts and non-deliverable forwards to manage the impact of foreign currency fluctuations on a portion of its forecasted foreign currency exposure. These derivatives are carried at fair value on the Company’s consolidated balance sheets in prepaid and other current assets, other long-term assets, accrued liabilities, and other long-term liabilities. Changes in fair value of the derivatives not designated as hedge instruments are included in Other, net in the determination of net income. For derivative contracts designated as 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 the underlying hedged item is recognized in earnings. For all hedging relationships, the Company formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure ineffectiveness. The Company also formally assesses, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. The Company uses operating budgets and cash flow forecasts to estimate future foreign currency cash flow exposures and to determine the level and timing of derivative transactions intended to mitigate such exposures in accordance with its risk management policies. The Company discontinues hedge accounting prospectively when it determines that the derivative is no longer effective in offsetting cash flows attributable to the hedged risk, the derivative expires or is sold, terminated, or exercised, the cash flow hedge is de-designated because a forecasted transaction is not probable of occurring, or management determines to remove the designation of the cash flow hedge. The Company does not enter into material derivative instruments for any purpose other than cash flow hedging. The Company does not speculate using derivative instruments. 64 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) Stock-Based Compensation The Company records compensation expense for all share-based awards granted based on the fair value of the award at the time of the grant. The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model that uses assumptions and estimates that the Company believes are reasonable. Stock-based compensation costs for stock awards and restricted stock awards is measured based on the closing market value of the Company’s common stock on the date of the grant. For restricted stock awards subject to market conditions, the fair value of each restricted stock award has been estimated as of the date of grant using the Monte-Carlo pricing model. The Company recognizes the cost of the share-based awards on a straight-line basis over the requisite service period of the award and recognizes forfeitures in the period they occur. Stock options granted have contractual terms of up to ten years . Upon exercise of stock options or vesting of restricted stock awards, the Company issues shares from new shares authorized and reserved for issuance. Revenue Recognition The Company recognizes revenue when a contract exists with a customer that specifies the goods and services to be provided at an agreed upon sales price and when the performance obligation is satisfied by transferring the goods or service to the customer. The performance obligation is considered complete when control transfers, which is determined when products are shipped or delivered to the customer depending on the terms of the contract. Sales are made on normal and customary short-term credit terms or upon delivery of point-of-sale transactions. The Company enters into contractual arrangements with customers in the form of individual customer orders which specify the goods, quantity, pricing, and associated order terms. The Company does not have long-term contracts that are satisfied over time. Due to the nature of the contracts, no significant judgment exists in relation to the identification of the customer contract, satisfaction of the performance obligation, or transaction price. The Company expenses incremental costs of obtaining a contract due to the short-term nature of the contracts. The Company’s contract terms or historical business practices can give rise to variable consideration such as term discounts and customer cooperative payments. We estimate the expected term discounts based on an analysis of historical experience and record cash discounts as a reduction to revenue. Through cooperative advertising programs, the Company reimburses its wholesale customers for some of their costs of advertising the Company’s products. The Company records such costs as a reduction of revenue, where the fair value cannot be reasonably estimated or where costs exceed the fair value of the services. At the time of revenue recognition, we also provide for estimated sales returns and miscellaneous claims from customers as reductions to revenues. The estimates are based on historical rates of product returns and claims. The Company accrues for such estimated returns and claims with an estimated accrual and associated reduction of revenue. Additionally, the Company records inventory that it expects to be returned as part of inventories, with a corresponding reduction of cost of goods sold. Sales commissions are expensed as incurred. These costs are recorded in selling, general and administrative expenses in the accompanying consolidated statements of comprehensive (loss) income. Taxes collected from customers and remitted to government authorities are reported on the net basis and are excluded from sales. Cost of Goods Sold The expenses that are included in cost of goods sold include all direct product costs and costs related to shipping, certain warehousing or handling, duties and importation fees. Product warranty costs and specific provisions for excess, close-out, or slow-moving inventory are also included in cost of goods sold. Certain warehousing or handling costs which are not associated with the manufacturing of goods for sale are excluded from cost of goods sold. 65 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) Selling, General and Administrative Expense Selling, general and administrative expense includes personnel-related costs, including stock-based compensation, product development, selling, advertising, visual merchandise, depreciation and amortization, and other general operating expenses. Advertising costs are expensed in the period incurred. Total advertising expense for continuing operations, including cooperative advertising costs, were $ 8,385 , $ 7,789 , and $ 5,824 for the years ended December 31, 2023, 2022, and 2021, respectively. Through cooperative advertising programs, the Company reimburses its wholesale customers for some of their costs of advertising the Company’s products based on various criteria, including the value of purchases from the Company and various advertising specifications. Cooperative advertising costs were not material for the years ended December 31, 2023, 2022, and 2021. Product Warranty Some of the Company’s products carry warranty provisions for defects in quality and workmanship. Warranty repairs and replacements are recorded in cost of goods sold and a warranty liability is established at the time of sale to cover estimated costs based on the Company’s history of warranty repairs and replacements. For the years ended December 31, 2023, 2022, and 2021, the Company experienced warranty claims on its products related to continuing operations of $ 1,007 , $ 1,221 , and $ 1,863 , respectively. Research and Development Research and development costs are charged to expense as incurred, and are included in selling, general and administrative expenses in the accompanying consolidated statements of comprehensive (loss) income. Total research and development costs for continuing operations were $ 12,740 , $ 13,029 , and $ 10,406 for the years ended December 31, 2023, 2022, and 2021, respectively. Transaction Costs Transaction costs consists of expenses related to the Company’s various acquisition efforts and capital-raising activities, including those associated with acquiring Rhino-Rack, MAXTRAX, and TRED. Income Taxes Income taxes are accounted for under the asset and liability method. Income taxes are based on amounts of taxes payable or refundable in the current year and on expected future tax consequences of events that are recognized in the financial statements in different periods than they are recognized in tax returns. As a result of timing of recognition and measurement differences between financial accounting standards and income tax laws, temporary differences arise between amounts of pre-tax financial statement income and taxable income and between reported amounts of assets and liabilities in the consolidated balance sheets and their respective tax bases. Deferred income tax assets and liabilities reported in the consolidated balance sheets reflect estimated future tax effects attributable to these temporary differences and to net operating loss and net capital loss carryforwards, based on enacted tax rates expected to be in effect for years in which the differences are expected to be settled or realized. The Company has netted these deferred tax assets and deferred tax liabilities by jurisdiction. Realization of deferred tax assets is dependent on future taxable income in specific jurisdictions. Valuation allowances are used to reduce deferred tax assets to amounts considered more likely than not to be realized. U.S. deferred income taxes are not provided on undistributed income of foreign subsidiaries where such earnings are considered to be permanently invested. Unremitted taxes on undistributed foreign earnings are not material for the years ended December 31, 2023, 2022, and 2021. The Company releases residual tax effects in accumulated other comprehensive loss through continuing operations as the underlying asset matures or expires. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax benefit. 66 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) Unrecognized tax benefits that reduce a net operating loss, similar tax loss or tax credit carryforward, are presented as a reduction to deferred income taxes. The Company recognizes interest expense and penalties related to uncertain tax positions in income tax benefit. Concentration of Credit Risk and Sales Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, accounts receivable, and aggregate unrealized gains (losses) on derivative contracts. Risks associated with cash within the United States are mitigated by banking with federally insured, creditworthy institutions; however, there are balances with these institutions that are greater than the Federal Deposit Insurance Corporation insurance limit. The Company performs ongoing credit evaluations of its customers and maintains allowances for possible losses as considered necessary by management. During the year ended December 31, 2023, no single customer contributed more than 10% of the Company’s sales from continuing operations. During the years ended December 31, 2022 and 2021, Recreational Equipment, Inc. (“REI”) accounted for approximately 10 % and 14 %, respectively, of the Company’s sales from continuing operations. These sales are included in the Outdoor segment. No other single customer contributed more than 10% of the Company’s sales from continuing operations during those periods. As of December 31, 2023, INEOS Automotive accounted for approximately 13 % of the Company’s accounts receivable. As of December 31, 2022, no single customer contributed more than 10% of the Company’s accounts receivable. Fair Value Measurements The carrying value of cash, accounts receivable, and accrued liabilities approximate their respective fair values due to the short-term nature and liquidity of these financial instruments. Derivative financial instruments are recorded at fair value based on current market pricing models. The Company estimates that, due to the variable interest rates reflecting current market rates, the fair value of its debt obligations under its revolving credit facility and term loan approximate the carrying value at December 31, 2023. Contingent Consideration Liabilities Contingent consideration liabilities are required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities based on financial projections of the acquired company, such as sales-based milestones and estimated probabilities of achievement. Based on updated estimates and projections, the contingent consideration liabilities are adjusted at each reporting date to their estimated fair value. Changes in fair value subsequent to the acquisition date are reported in contingent consideration (benefit) expense in the accompanying consolidated statements of comprehensive (loss) income. Variations in the fair value of contingent consideration liabilities may result from changes in discount periods or rates, changes in the timing and amount of sales estimates, and changes in probability assumptions with respect to the likelihood of achieving sales milestones. Segment Information We operate our business structure within two segments. These segments are defined based on the internal financial reporting used by our chief operating decision maker to allocate resources and assess performance. Certain significant selling, general and administrative expenses are not allocated to the segments including non-cash stock compensation expense. Recent Accounting Pronouncements Accounting Pronouncements issued and not yet adopted In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The 67 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) Company is currently evaluating the enhanced disclosure requirements, however it does not anticipate a material change to the consolidated financial statements. ​ In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires a public entity to disclose in its rate reconciliation table additional categories of information about federal, state and foreign income taxes and provide more details about the reconciling items in some categories if items meet a quantitative threshold. The guidance will require all entities to disclose income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance makes several other changes to the disclosure requirements. All entities are required to apply the guidance prospectively, with the option to apply it retrospectively. The guidance is effective for public business entities for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the enhanced disclosure requirements, however it does not anticipate a material change to the consolidated financial statements. ​ NOTE 2. ACQUISITIONS TRED On September 13, 2023, Clarus entered into a Share Purchase Agreement (the “TRED Purchase Agreement”) to acquire TRED Outdoors Pty Ltd. (“TRED”), which subsequently closed on October 9, 2023. All United States dollar amounts contained herein are based on the exchange rates in effect for Australian dollars ($AUD) and the market value of the Company’s common stock at the time of closing of the acquisition of TRED (the “TRED Acquisition”). The Company acquired TRED for an aggregate purchase price of $AUD 10,741 (approximately $ 6,849 ), subject to a post-closing adjustment, comprised of $AUD 8,875 (approximately $ 5,659 ) cash, 179 shares of the Company’s common stock valued at $ 1,069 , and additional consideration described below. The TRED Purchase Agreement provides for the payment of additional contingent consideration of up to $AUD 1,000 (approximately $ 638 ) in cash upon the satisfaction of certain net sales targets (the “TRED Contingent Consideration”). The Company estimated the initial fair value of the TRED Contingent Consideration to be $AUD 189 (approximately $ 121 ) and has recorded this liability within accrued liabilities. See Note 11 for discussion regarding the valuation of the TRED Contingent Consideration as of December 31, 2023. The acquisition was accounted for as a business combination. Acquisition-related costs for the TRED Acquisition, which were included in transaction costs during the year ended December 31, 2023, were $ 456 . MAXTRAX On November 26, 2021, Clarus entered into a Share and Unit Purchase Agreement (the “MAXTRAX Purchase Agreement”) to acquire MaxTrax Australia Pty Ltd (“MAXTRAX”), which subsequently closed on December 1, 2021. All United States dollar amounts contained herein are based on the exchange rates in effect for Australian dollars and the market value of the Company’s common stock at the time of closing of the acquisition of MAXTRAX (the “MAXTRAX Acquisition”). The Company acquired MAXTRAX for an aggregate purchase price of $AUD 49,744 (approximately $ 35,475 ), subject to a post-closing adjustment, comprised of $AUD 37,551 (approximately $ 26,780 ) cash, 107 shares of the Company’s common stock valued at $ 2,594 , and additional consideration described below. The MAXTRAX Purchase Agreement also provides for the payment of additional consideration in the form of shares of the Company’s common stock valued at $AUD 6,250 (approximately $ 4,457 ) split equally on June 30, 2022 and 2023. During the years ended December 31, 2023 and 2022, approximately 250 and 108 shares, respectively, of the Company’s common stock were issued in accordance with the MAXTRAX Purchase Agreement as additional consideration. The MAXTRAX Purchase Agreement provides for the payment of additional contingent consideration up to $AUD 6,250 (approximately $ 4,457 ) in cash if certain future net sales thresholds are met during 2022 and 2023 (the “MAXTRAX Contingent Consideration”). The Company estimated the initial fair value of the MAXTRAX Contingent Consideration to be $AUD 2,307 (approximately $ 1,644 ) and recorded this liability within accrued liabilities and other long-term liabilities at the date of purchase. The net sales threshold required for the cash payment of the 2022 portion of the MAXTRAX Contingent Consideration was met during the 2022 measurement period 68 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) ended June 30, 2022. The net sales threshold required for the final payment of the MAXTRAX Contingent Consideration was not met during the measurement period ended June 30, 2023. As of December 31, 2023, no remaining contingent consideration liability existed related to the MAXTRAX Acquisition. The acquisition was accounted for as a business combination. Acquisition-related costs for the MAXTRAX Acquisition, which were included in transaction costs during the year ended December 31, 2022 and 2021 were $ 382 and $ 446 , respectively. Rhino-Rack On May 30, 2021, Clarus entered into a Share Sale and Purchase Agreement (the “Purchase Agreement”) to acquire Rhino-Rack Holdings Pty Ltd (“Rhino-Rack”), which subsequently closed on July 1, 2021. All United States dollar amounts contained herein are based on the exchange rates in effect for Australian dollars and the market value of the Company’s common stock at the time of closing of the acquisition of Rhino-Rack (the “Rhino-Rack Acquisition”). The Company acquired Rhino-Rack for an aggregate purchase price of $AUD 269,696 (approximately $ 202,488 ), subject to a post-closing adjustment, comprised of approximately $AUD 191,249 (approximately $ 143,590 ) cash, 2,315 shares of the Company’s common stock valued at $ 55,333 , and additional contingent consideration described below. The Purchase Agreement also provides for the payment of additional contingent consideration up to approximately $AUD 10,000 (approximately $ 7,508 ) if certain future net sales thresholds are met (the “Rhino-Rack Contingent Consideration”). The Company estimated the initial fair value of the Rhino-Rack Contingent Consideration to be $AUD 4,747 (approximately $ 3,565 ) and recorded this liability within accrued liabilities at the date of purchase. The net sales threshold required for the payment of the Rhino-Rack Contingent Consideration was not met during the measurement period ended June 30, 2022. As of December 31, 2022, no remaining contingent consideration liability existed related to the Rhino-Rack Acquisition. The acquisition was accounted for as a business combination. Acquisition-related costs for the Rhino-Rack Acquisition, which were included in transaction costs during the year ended December 31, 2022 and 2021 were $ 1,799 and $ 10,975 , respectively. The Company believes the acquisitions of TRED, MAXTRAX, and Rhino-Rack 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 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. The fair value estimates for the purchase price allocation for TRED are based on the Company’s best estimates and assumptions as of the reporting date and are considered preliminary. The fair value measurements of identifiable assets and liabilities, and the resulting goodwill related to the TRED Acquisition are subject to change and the final purchase price allocations could be different from the amounts presented below. We expect to finalize the valuations as soon as practicable, but not later than one year from the date of the acquisition. Since our initial purchase price allocation for the MAXTRAX acquisition, we have increased the fair value of accrued liabilities assumed and goodwill by $ 741 . These adjustments were made after receiving certain information related to the fair value of assumed liabilities and such amounts were recorded during the first quarter of 2022. The fair value measurements for the acquisitions of MAXTRAX and Rhino-Rack have been completed. The excess of purchase consideration over the assets acquired and liabilities assumed is recorded as goodwill. Goodwill for TRED, MAXTRAX, and Rhino-Rack is included in the Adventure segment. The goodwill consists largely of the growth and profitability expected from these acquisitions. ​ 69 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TRED ​ MAXTRAX ​ Rhino-Rack ​ ​ October 9, 2023 ​ December 1, 2021 ​ July 1, 2021 ​ ​ Number of Shares ​ Estimated Fair Value ​ Number of Shares ​ Estimated Fair Value ​ Number of Shares ​ Estimated Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid ​ - ​ $ 5,659 ​ - ​ $ 26,780 ​ - ​ $ 143,590 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of shares of Clarus Corporation ​ 179 ​ ​ 1,069 ​ 107 ​ ​ 2,594 ​ 2,315 ​ ​ 55,333 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Future issuance of shares of Clarus Corporation ​ - ​ ​ - ​ - ​ ​ 4,457 ​ - ​ ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contingent consideration ​ - ​ ​ 121 ​ - ​ ​ 1,644 ​ - ​ ​ 3,565 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total purchase consideration ​ 179 ​ $ 6,849 ​ 107 ​ $ 35,475 ​ 2,315 ​ $ 202,488 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets acquired and liabilities assumed ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash ​ ​ ​ $ 11 ​ ​ ​ $ 1,869 ​ ​ ​ $ 7,513 Accounts receivable ​ ​ ​ ​ 1,000 ​ ​ ​ ​ 2,791 ​ ​ ​ ​ 10,769 Inventories ​ ​ ​ ​ 1,006 ​ ​ ​ ​ 1,819 ​ ​ ​ ​ 27,046 Prepaid and other current assets ​ ​ ​ ​ 11 ​ ​ ​ ​ 883 ​ ​ ​ ​ 644 Property and equipment ​ ​ ​ ​ 195 ​ ​ ​ ​ 139 ​ ​ ​ ​ 4,619 Other intangible assets ​ ​ ​ ​ 3,305 ​ ​ ​ ​ 10,341 ​ ​ ​ ​ 55,400 Indefinite-lived intangible assets ​ ​ ​ ​ - ​ ​ ​ ​ 10,555 ​ ​ ​ ​ 72,800 Goodwill ​ ​ ​ ​ 2,832 ​ ​ ​ ​ 15,199 ​ ​ ​ ​ 78,347 Other long-term assets ​ ​ ​ ​ - ​ ​ ​ ​ 979 ​ ​ ​ ​ 11,468 Total assets ​ ​ ​ ​ 8,360 ​ ​ ​ ​ 44,575 ​ ​ ​ ​ 268,606 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable and accrued liabilities ​ ​ ​ ​ 638 ​ ​ ​ ​ 2,176 ​ ​ ​ ​ 16,511 Income tax payable ​ ​ ​ ​ - ​ ​ ​ ​ 251 ​ ​ ​ ​ 3,413 Current portion of long-term debt ​ ​ ​ ​ - ​ ​ ​ ​ - ​ ​ ​ ​ 607 Long-term debt ​ ​ ​ ​ - ​ ​ ​ ​ - ​ ​ ​ ​ 2,107 Deferred income taxes ​ ​ ​ ​ 873 ​ ​ ​ ​ 5,863 ​ ​ ​ ​ 32,451 Other long-term liabilities ​ ​ ​ ​ - ​ ​ ​ ​ 810 ​ ​ ​ ​ 11,029 Total liabilities ​ ​ ​ ​ 1,511 ​ ​ ​ ​ 9,100 ​ ​ ​ ​ 66,118 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Book Value Acquired ​ ​ ​ $ 6,849 ​ ​ ​ $ 35,475 ​ ​ ​ $ 202,488 ​ 70 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) The estimated fair value of inventory was recorded at expected sales price less cost to sell plus a reasonable profit margin for selling efforts. ​ In connection with the acquisitions, the Company acquired exclusive rights to TRED’s, MAXTRAX’s, and Rhino-Rack’s trademarks, customer relationships, product technologies, and tradenames. The amounts assigned to each class of intangible asset, other than goodwill acquired, and the related average useful lives are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TRED ​ MAXTRAX ​ Rhino-Rack ​ ​ ​ Average ​ ​ ​ Average ​ ​ ​ Average ​ Gross Useful Life ​ Gross Useful Life ​ Gross Useful Life ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Intangibles subject to amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer relationships $ 1,249 ​ 8.0 years ​ $ 8,986 ​ 13.5 years ​ $ 40,400 ​ 13.5 years Product technologies ​ 394 ​ 6.0 years ​ ​ 1,355 ​ 7.0 years ​ ​ 15,000 ​ 10.0 years Tradenames ​ 1,662 ​ 12.0 years ​ ​ - ​ N/A ​ ​ - ​ N/A Intangibles not subject to amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trademarks ​ - ​ N/A ​ ​ 10,555 ​ N/A ​ ​ 72,800 ​ N/A ​ $ 3,305 ​ 9.8 years ​ $ 20,896 ​ 12.6 years ​ $ 128,200 ​ 12.6 years ​ The full amount of goodwill of $ 2,832 at TRED, $ 15,199 at MAXTRAX, and $ 78,347 at Rhino-Rack is expected to be non-deductible for tax purposes. No pre-existing relationships existed between the Company and TRED, MAXTRAX, and Rhino-Rack or their sellers prior to the acquisition. TRED, MAXTRAX, and Rhino-Rack revenue and operating income are included in the Adventure segment. Total revenue and net income of TRED from the date of acquisition to December 31, 2023 were not material to the Company’s consolidated financial statements. Total revenue of $ 1,728 and net income of $ 183 of MAXTRAX were included in the Company’s consolidated statements of comprehensive (loss) income from the date of acquisition to December 31, 2021. Total revenue of $ 43,411 and net loss of $ 7,310 of Rhino-Rack were included in the Company’s consolidated statements of comprehensive (loss) income from the date of acquisition to December 31, 2021. The following unaudited pro forma results are based on the individual historical results of the Company, MAXTRAX, and Rhino-Rack, with adjustments to give effect as if the acquisition and borrowings used to finance the acquisition had occurred on January 1, 2020 for MAXTRAX and Rhino-Rack, after giving effect to certain adjustments including the amortization of intangible assets, depreciation of fixed assets, interest expense and taxes and assumes the purchase price was allocated to the assets purchased and liabilities assumed based on their fair market values at the date of purchase. ​ ​ ​ ​ ​ ​ ​ ​ (Unaudited) ​ Year Ended December 31, ​ 2021 ​ 2020 Sales $ 331,801 ​ $ 253,409 Net income $ 22,399 ​ $ ( 1,433 ) Net income per share - basic $ 0.68 ​ $ ( 0.05 ) Net income per share - diluted $ 0.63 ​ $ ( 0.05 ) ​ The unaudited pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred had the transactions been consummated as of January 1, 2020 for MAXTRAX and Rhino-Rack. Furthermore, such pro forma information is not necessarily indicative of future operating results of the combined companies and should not be construed as representative of the operating results of the combined companies for any future dates or periods. 71 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) Material nonrecurring adjustments excluded from the unaudited pro forma financial information above consists of $ 12,616 transaction costs and $ 5,399 step up of inventory to its preliminary fair value, which were recorded as an unfavorable adjustment to cost of goods sold. ​ NOTE 3. DISCONTINUED OPERATIONS On February 29, 2024, the Company and Everest/Sapphire Acquisition, LLC, its wholly-owned subsidiary, completed the sale to Bullseye Acquisitions, LLC, an affiliate of JDH Capital Company, of all of the equity associated with the Company’s Precision Sport segment, which is comprised of the Company’s subsidiaries Sierra and Barnes Bullets – Mona, LLC (“Barnes”), pursuant to a Purchase and Sale Agreement dated as of December 29, 2023, by and among, Bullseye Acquisitions, LLC, Everest/Sapphire Acquisition, LLC and the Company (the “Precision Sport Purchase Agreement”). The Precision Sport segment is engaged in the business of designing, developing, manufacturing, and marketing bullets and ammunition to the military, law enforcement, and commercial/consumer markets. Under the terms of the Precision Sport Purchase Agreement, the Buyer agreed to pay $ 175,000 in cash, which is subject to a customary working capital adjustment. The Company received net proceeds of approximately $ 37,871 in cash, after payment of certain fees and settlement of the Restated Credit Agreement, for all of the equity associated with the Company’s Precision Sport segment. As the disposition was completed during our first fiscal quarter of 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. The carrying amounts of the assets and liabilities of the Precision Sport segment were classified as held for sale in our consolidated balance sheets as of December 31, 2023 and 2022. The asset and liability balances as of December 31, 2023 were classified as current as we anticipated the sale of these assets and liabilities within a one year period. The carrying amounts were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ December 31, 2022 ​ ​ ​ ​ ​ ​ ​ Cash ​ $ - ​ $ 80 Accounts receivable, net ​ ​ 9,914 ​ ​ 18,419 Inventories ​ ​ 44,208 ​ ​ 39,470 Prepaid and other current assets ​ ​ 2,931 ​ ​ 3,599 Total current assets held for sale ​ ​ 57,053 ​ ​ 61,568 ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ ​ 24,075 ​ ​ 25,706 Other intangible assets, net ​ ​ 4,926 ​ ​ 6,959 Indefinite-lived intangible assets ​ ​ 24,500 ​ ​ 24,500 Goodwill ​ ​ 26,715 ​ ​ 26,715 Other long-term assets ​ ​ 15 ​ ​ 15 Total assets held for sale ​ $ 137,284 ​ $ 145,463 ​ ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 2,441 ​ $ 2,285 Accrued liabilities ​ ​ 3,303 ​ ​ 4,617 Current portion of long-term debt ​ ​ - ​ ​ 48 Total current liabilities held for sale ​ ​ 5,744 ​ ​ 6,950 ​ ​ ​ ​ ​ ​ ​ Total liabilities held for sale ​ $ 5,744 ​ $ 6,950 ​ 72 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) Summarized results of discontinued operations for the Precision Sport segment are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ Sales $ 89,950 ​ $ 132,855 ​ $ 109,823 Cost of goods sold ​ ( 56,980 ) ​ ​ ( 79,392 ) ​ ​ ( 60,765 ) Selling, general and administrative ​ ( 11,639 ) ​ ​ ( 14,225 ) ​ ​ ( 14,834 ) Restructuring charges ​ ( 47 ) ​ ​ - ​ ​ - Transaction costs ​ ( 2,162 ) ​ ​ ( 149 ) ​ ​ ( 323 ) Interest expense, net ​ ( 11,437 ) ​ ​ ( 7,895 ) ​ ​ ( 2,922 ) Other, net ​ ( 19 ) ​ ​ ( 807 ) ​ ​ 11 ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from discontinued operations before taxes ​ 7,666 ​ ​ 30,387 ​ ​ 30,990 Income tax expense ​ 2,024 ​ ​ 7,365 ​ ​ 7,020 Income from discontinued operations, net of tax $ 5,642 ​ $ 23,022 ​ $ 23,970 ​ 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 consolidated financial statements for the years ended December 31, 2023, 2022, and 2021. Summarized cash flow information for the Precision Sport segment discontinued operations are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation of property and equipment $ 3,452 ​ $ 3,238 ​ $ 2,633 Amortization of intangible assets $ 2,033 ​ $ 2,769 ​ $ 3,753 Stock-based compensation $ 151 ​ $ 163 ​ $ - Purchase of property and equipment $ 1,848 ​ $ 3,100 ​ $ 13,486 ​ ​ NOTE 4. INVENTORIES Inventories, as of December 31, 2023 and 2022, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Finished goods $ 78,887 ​ $ 93,463 Work-in-process ​ 295 ​ ​ 362 Raw materials and supplies ​ 12,227 ​ ​ 13,777 ​ $ 91,409 ​ $ 107,602 ​ 73 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) NOTE 5. PROPERTY AND EQUIPMENT Property and equipment, net as of December 31, 2023 and 2022, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 ​ ​ ​ ​ ​ ​ Land $ 2,850 ​ $ 2,850 Building and improvements ​ 6,476 ​ ​ 5,845 Furniture and fixtures ​ 6,195 ​ ​ 6,656 Computer hardware and software ​ 8,092 ​ ​ 7,714 Machinery and equipment ​ 18,119 ​ ​ 15,884 Construction in progress ​ 1,224 ​ ​ 2,611 ​ ​ 42,956 ​ ​ 41,560 Less accumulated depreciation ​ ( 26,369 ) ​ ​ ( 24,256 ) ​ $ 16,587 ​ $ 17,304 ​ Depreciation expense for continuing operations was $ 4,150 , $ 4,388 , and $ 3,352 for the years ended December 31, 2023, 2022, and 2021, respectively. NOTE 6. GOODWILL AND INTANGIBLE ASSETS Goodwill The following table summarizes the changes in goodwill by segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outdoor Adventure Total ​ ​ ​ ​ ​ ​ ​ ​ ​ Goodwill $ 29,507 ​ $ 91,375 ​ $ 120,882 Accumulated goodwill impairments ​ ( 29,507 ) ​ ​ - ​ ​ ( 29,507 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2021 ​ - ​ ​ 91,375 ​ ​ 91,375 ​ ​ ​ ​ ​ ​ ​ ​ ​ Impairment ​ - ​ ​ ( 52,071 ) ​ ​ ( 52,071 ) Acquisition adjustment ​ - ​ ​ 741 ​ ​ 741 Impact of foreign currency exchange rates ​ - ​ ​ ( 3,767 ) ​ ​ ( 3,767 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2022 ​ - ​ ​ 36,278 ​ ​ 36,278 ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase due to acquisition of TRED ​ - ​ ​ 2,850 ​ ​ 2,850 Impact of foreign currency exchange rates ​ - ​ ​ 192 ​ ​ 192 ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2023 $ - ​ $ 39,320 ​ $ 39,320 ​ Due to a weakening global economy, driven by higher inflation and interest rates, and other factors affecting the market for our Adventure reporting unit products, we experienced significant declining revenue and profitability in our Adventure reporting unit and a decline in stock price during the year ended December 31, 2022. Revenues continued to decline unexpectedly during the three months ended December 31, 2022, due to a lack of product demand in what is typically the highest selling season for the product in Australia, in addition to a continued increase in interest rates. As a result, in the fourth quarter of 2022, we reduced our sales forecasts for 2023 and beyond in our Adventure reporting unit. As part of our annual impairment test as of December 31, 2022, we performed a quantitative 74 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) assessment using income-based and market-based approaches. As a result of this assessment, the carrying value of our Adventure reporting unit exceeded the related estimated fair value, thus an impairment of goodwill of $ 52,071 was recorded. Indefinite-Lived Intangible Assets The following table summarizes the changes in indefinite-lived intangible assets: ​ ​ ​ ​ Balance at December 31, 2022 $ 58,401 ​ ​ ​ Impact of foreign currency exchange rates ​ 126 ​ ​ ​ Balance at December 31, 2023 $ 58,527 ​ As part of our annual impairment test as of December 31, 2022, we performed a quantitative assessment using the relief-from-royalty method. As described above, we reduced our sales forecasts for 2023 and beyond in our Adventure reporting unit. As a result of this assessment, the carrying value of the Rhino-Rack trademark recorded within our Adventure reporting unit exceeded the estimated related fair value, thus an impairment of the Rhino-Rack trademark of $ 40,240 was recorded. If we do not achieve the results reflected in the forecasts utilized in our impairment assessments, or if there are changes to market assumptions, all of which require significant estimates and assumptions, our valuation of the reporting unit, including related indefinite-lived intangible assets, could be adversely affected, and we may be required to impair an additional portion or all of the related goodwill, indefinite-lived intangibles, and other long-lived assets which could adversely affect our operating results in the period of impairment. Trademarks classified as indefinite-lived intangible assets by brand as of December 31, 2023 and 2022, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Black Diamond $ 19,600 ​ $ 19,600 PIEPS ​ 3,080 ​ ​ 2,986 Rhino-Rack ​ 25,767 ​ ​ 25,744 MAXTRAX ​ 10,080 ​ ​ 10,071 ​ $ 58,527 ​ $ 58,401 ​ Other Intangible Assets, net The following table summarizes the changes in gross other intangible assets: ​ ​ ​ ​ Gross balance at December 31, 2022 $ 77,889 ​ ​ ​ Increase due to acquisitions ​ 3,805 Impact of foreign currency exchange rates ​ 409 ​ ​ ​ Gross balance at December 31, 2023 $ 82,103 ​ 75 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) Other intangible assets, net of amortization as of December 31, 2023 and 2022, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ Gross Accumulated Amortization Net Weighted Average Useful Life Intangibles subject to amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer relationships $ 61,215 ​ $ ( 30,478 ) ​ $ 30,737 ​ ​ 13.8 years Product technologies ​ 18,003 ​ ​ ( 9,014 ) ​ ​ 8,989 ​ ​ 10.0 years Tradenames ​ 1,938 ​ ​ ( 198 ) ​ ​ 1,740 ​ ​ 11.4 years Core technologies ​ 947 ​ ​ ( 947 ) ​ ​ - ​ ​ 10.0 years ​ $ 82,103 ​ $ ( 40,637 ) ​ $ 41,466 ​ ​ 12.9 years ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Gross Accumulated Amortization Net Weighted Average Useful Life ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer relationships $ 59,770 ​ $ ( 22,419 ) ​ $ 37,351 ​ ​ 13.9 years Product technologies ​ 17,009 ​ ​ ( 6,091 ) ​ ​ 10,918 ​ ​ 10.3 years Tradenames ​ 163 ​ ​ ( 136 ) ​ ​ 27 ​ ​ 5.0 years Core technologies ​ 947 ​ ​ ( 947 ) ​ ​ - ​ ​ 10.0 years ​ $ 77,889 ​ $ ( 29,593 ) ​ $ 48,296 ​ ​ 13.1 years ​ Amortization expense for continuing operations for the years ended December 31, 2023, 2022, and 2021, was $ 10,715 , $ 12,557 , and $ 6,081 , respectively. Future amortization expense for other intangible assets as of December 31, 2023 is as follows: ​ ​ ​ ​ ​ Years Ending December 31, Amortization Expense 2024 ​ $ 9,935 2025 ​ ​ 8,324 2026 ​ ​ 6,510 2027 ​ ​ 4,750 2028 ​ ​ 3,496 Thereafter ​ ​ 8,451 ​ ​ $ 41,466 ​ ​ ​ 76 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) NOTE 7. ACCRUED LIABILITIES AND OTHER LONG-TERM LIABILITIES Accrued liabilities as of December 31, 2023 and 2022, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 ​ ​ ​ ​ ​ ​ Accrued payroll and related items $ 3,964 ​ $ 4,345 Accrued bonus ​ 2,047 ​ ​ 698 Designated forward exchange contracts ​ 221 ​ ​ - Accrued warranty ​ 1,648 ​ ​ 1,465 Current lease liabilities ​ 3,179 ​ ​ 2,836 Accrued commissions ​ 344 ​ ​ 343 Contingent consideration liabilities ​ 129 ​ ​ 1,595 Restructuring liabilities ​ 1,246 ​ ​ - Other ​ 11,802 ​ ​ 9,271 ​ $ 24,580 ​ $ 20,553 ​ Other long-term liabilities as of December 31, 2023 and 2022, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 ​ ​ ​ ​ ​ ​ Long-term lease liability $ 13,030 ​ $ 12,825 Deferred stock consideration for business acquisition ​ - ​ ​ 2,127 Other ​ 1,130 ​ ​ 902 ​ $ 14,160 ​ $ 15,854 ​ ​ ​ NOTE 8. LONG-TERM DEBT, NET Long-term debt as of December 31, 2023 and 2022, was as follows: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 ​ ​ ​ ​ ​ ​ Revolving credit facility (a) $ 10,375 ​ $ 18,001 Other debt (b) ​ 40 ​ ​ 1,134 Term loan (c) ​ 109,375 ​ ​ 120,311 Debt issuance costs ​ - ​ ​ ( 460 ) ​ ​ 119,790 ​ ​ 138,986 Less current portion ​ ( 119,790 ) ​ ​ ( 11,904 ) ​ $ - ​ $ 127,082 ​ On January 3, 2022, the Company and certain of its direct and indirect subsidiaries entered into Amendment No. 4 (“Amendment No. 4”) to the credit agreement, dated as of May 3, 2019 (the “Existing Credit Agreement”) by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. Amendment No. 4, among other things, permits (i) the Company to borrow in Australian Dollars and New Zealand Dollars in order to support the operations of the Company in Australia and New Zealand and (ii) provides for addbacks to EBITDA, for debt covenant purposes (as defined in the Existing Credit Agreement), under the Existing Credit Agreement for expenses relating to activities in respect of acquisitions, dispositions, investments and financings (whether or not these transactions are actually consummated). On April 18, 2022 (the “Effective Date”), the Company and certain of its direct and indirect subsidiaries entered into an Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto (the “Restated Credit Agreement”) pursuant to which the Existing Credit Agreement was amended and restated in its entirety. 77 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) The Restated Credit Agreement provides for borrowings of up to $ 300,000 under a secured revolving credit facility (the “Revolving Loans”) (including up to $ 5,000 for letters of credit), and borrowings of up to $ 125,000 under a secured term loan facility (the “Term Loans”). The Restated Credit Agreement also permits the Company, subject to certain requirements, to arrange with lenders for an aggregate of up to $ 175,000 of additional revolving and/or term loan commitments (both of which are currently uncommitted), for potential aggregate revolving and term loan commitments under the Restated Credit Agreement of up to $ 600,000 . The Restated Credit Agreement matures on April 18, 2027 (the “Maturity Date”), at which time the revolving commitments thereunder will terminate and all outstanding Revolving Loans and Term Loans, together with all accrued and unpaid interest thereon, must be repaid. All obligations under the Restated Credit Agreement are secured by our subsidiary equity interests, as well as accounts receivable, inventory, intellectual property and certain other assets owned by the Company. The Restated Credit Agreement contains restrictions on the Company’s ability to pay dividends or make distributions or other restricted payments if certain conditions in the Restated Credit Agreement are not fulfilled. The Restated Credit Agreement also includes other customary affirmative and negative covenants, including financial covenants relating to the Company’s consolidated total leverage ratio and fixed charge coverage ratio. In conjunction with the Precision Sport Purchase Agreement dated December 29, 2023, all balances owing the lenders and the Administrative Agent were required to be paid off contemporaneously with the closing of the disposition of the Precision Sport segment which occurred on February 29, 2024. Accordingly, all debt obligations were classified as current as of December 31, 2023. (a) As of December 31, 2023, the Company had drawn $ 10,375 on the revolving commitment. 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 in full. The Company pays interest monthly on any borrowings on the Restated Credit Agreement. As of December 31, 2023 the interest rates ranged between approximately 7.7 % and 9.8 % , and as of December 31, 2022, the interest rate was approximately 6.3 % . (b) Foreign subsidiaries of the Company had a revolving credit facility, which matured on March 31, 2023, and term debt with financial institutions, which matures on August 8, 2024 . The foreign subsidiaries paid interest monthly on any borrowings on the credit facility as well as monthly payments on the term debt. As of December 31, 2023, the interest rate was approximately 3.2 % and as of December 31, 2022, the interest rates ranged between approximately 1.3 % and 4.0 % . The credit facility was secured by certain assets of the foreign subsidiaries. The revolving credit facility was settled and closed as of March 31, 2023 and had no amounts outstanding. (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. The Company pays interest monthly on any borrowings on the Restated Credit Agreement. As of December 31, 2023 and 2022, the rates were approximately 7.7 % and 6.3 % , respectively. ​ ​ NOTE 9. DERIVATIVE FINANCIAL INSTRUMENTS The Company’s primary exchange rate risk management objective is to mitigate the uncertainty of anticipated cash flows attributable to changes in foreign currency exchange rates. The Company primarily focuses on mitigating changes in cash flows resulting from sales denominated in currencies other than the U.S. dollar. The Company manages this risk primarily by using currency forward and option contracts. If the anticipated transactions are deemed probable, the resulting relationships are formally designated as cash flow hedges. 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 December 31, 2023, the Company’s derivative contracts had remaining maturities of less than one and one-half years . 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 $ 256 as of December 31, 2023 . The Company’s exposure of counterparty credit risk is limited to the aggregate unrealized gain on all contracts. As of December 31, 2023, 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. 78 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) The Company held the following contracts designated as hedged instruments as of December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ December 31, 2023 ​ Notional Latest ​ Amount ​ Maturity ​ ​ ​ ​ Foreign exchange contracts - Canadian Dollars $ 7,925 ​ February 2025 Foreign exchange contracts - Euros € 20,612 ​ February 2025 ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Notional Latest ​ Amount ​ Maturity ​ ​ ​ ​ Foreign exchange contracts - Canadian Dollars $ 2,807 ​ February 2023 Foreign exchange contracts - Euros € 20,760 ​ February 2024 ​ 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 the underlying hedged transaction is recognized in earnings. Gains of $ 393 and $ 3,124 were reclassified to sales during the years ended December 31, 2023 and 2022, respectively. The following table presents the balance sheet classification and fair value of derivative instruments as of December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Classification December 31, 2023 December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ Derivative instruments in asset positions: ​ ​ ​ ​ ​ ​ ​ Designated forward exchange contracts Prepaid and other current assets ​ $ - ​ $ 357 ​ ​ ​ ​ ​ ​ ​ ​ Derivative instruments in liability positions: ​ ​ ​ ​ ​ ​ ​ Designated forward exchange contracts Accrued liabilities ​ $ 221 ​ $ - Designated forward exchange contracts Other long-term liabilities ​ $ 35 ​ $ 6 ​ ​ ​ NOTE 10. 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 components of AOCI, net of tax, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Cash Flow Hedges Total ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of December 31, 2022 $ ( 17,628 ) ​ $ ( 57 ) ​ $ ( 17,685 ) Other comprehensive income before reclassifications ​ 2,405 ​ ​ 169 ​ ​ 2,574 Amounts reclassified from other comprehensive income ​ - ​ ​ ( 303 ) ​ ​ ( 303 ) Net current period other comprehensive income (loss) ​ 2,405 ​ ​ ( 134 ) ​ ​ 2,271 Balance as of December 31, 2023 $ ( 15,223 ) ​ $ ( 191 ) ​ $ ( 15,414 ) ​ 79 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Cash Flow Hedges Total ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of December 31, 2021 $ ( 5,241 ) ​ $ 191 ​ $ ( 5,050 ) Other comprehensive (loss) income before reclassifications ​ ( 12,387 ) ​ ​ 2,163 ​ ​ ( 10,224 ) Amounts reclassified from other comprehensive (loss) income ​ - ​ ​ ( 2,411 ) ​ ​ ( 2,411 ) Net current period other comprehensive loss ​ ( 12,387 ) ​ ​ ( 248 ) ​ ​ ( 12,635 ) Balance as of December 31, 2022 $ ( 17,628 ) ​ $ ( 57 ) ​ $ ( 17,685 ) ​ The effects on net (loss) income of amounts reclassified from unrealized gains (losses) on cash flow hedges for foreign exchange contracts and foreign currency translation adjustments for the years ended December 31, 2023 and 2022 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ Gains reclassified from AOCI to the Consolidated Statements of Comprehensive Loss Affected line item in the Consolidated Twelve Months Ended Statements of Comprehensive Loss December 31, 2023 December 31, 2022 Foreign exchange contracts: ​ ​ ​ ​ ​ Sales $ 393 ​ $ 3,124 Less: Income tax expense ​ 90 ​ ​ 713 Amount reclassified, net of tax $ 303 ​ $ 2,411 ​ ​ ​ ​ ​ ​ Total reclassifications from AOCI $ 303 ​ $ 2,411 ​ The Company’s policy is to classify reclassifications of cumulative foreign currency translation associated with continuing operations from AOCI to Other, net. NOTE 11. FAIR VALUE MEASUREMENTS We measure certain financial assets and liabilities at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, under a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1 - inputs to the valuation methodology are quoted market prices for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 3 - inputs to the valuation methodology are based on prices or valuation techniques that are unobservable. 80 Table of Contents CLARUS CORPORATION NOTES TO 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 December 31, 2023 and 2022 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ Level 1 Level 2 Level 3 Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Designated forward exchange contracts ​ $ - ​ $ - ​ $ - ​ $ - ​ ​ $ - ​ $ - ​ $ - ​ $ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Designated forward exchange contracts ​ $ - ​ $ 256 ​ $ - ​ $ 256 Contingent consideration liabilities ​ $ - ​ $ - ​ $ 129 ​ $ 129 ​ ​ $ - ​ $ 256 ​ $ 129 ​ $ 385 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Level 1 Level 2 Level 3 Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Designated forward exchange contracts ​ $ - ​ $ 357 ​ $ - ​ $ 357 ​ ​ $ - ​ $ 357 ​ $ - ​ $ 357 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Designated forward exchange contracts ​ $ - ​ $ 6 ​ $ - ​ $ 6 Contingent consideration liabilities ​ $ - ​ $ - ​ $ 1,595 ​ $ 1,595 ​ ​ $ - ​ $ 6 ​ $ 1,595 ​ $ 1,601 ​ Derivative financial instruments are recorded at fair value based on current market pricing models. No nonrecurring fair value measurements existed at December 31, 2023 and 2022. The Company estimated the initial fair value of the contingent consideration liabilities primarily using the Monte-Carlo pricing model. Significant unobservable inputs used in the valuation included a discount rate of 11.5 %. 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) expense 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 net sales threshold required for the payment of the Rhino-Rack Contingent Consideration was not met during the measurement period ended June 30, 2022. The net sales threshold required for the payment of the 2022 portion of the MAXTRAX Contingent Consideration was met during the 2022 measurement period ended June 30, 2022. The net sales threshold required for the final payment of the MAXTRAX Contingent Consideration was not met during the measurement period ended June 30, 2023. During the year ended December 31, 2022, $AUD 3,125 was paid in cash in accordance with the MAXTRAX Purchase Agreement. 81 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) The following table summarizes the changes in contingent consideration liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TRED ​ MAXTRAX ​ Rhino-Rack ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2021 ​ - ​ ​ 1,672 ​ ​ 1,813 ​ ​ 3,485 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair value adjustments ​ - ​ ​ 2,304 ​ ​ ( 1,811 ) ​ ​ 493 Contingent consideration payments ​ - ​ ​ ( 2,148 ) ​ ​ - ​ ​ ( 2,148 ) Impact of foreign currency exchange rates ​ - ​ ​ ( 233 ) ​ ​ ( 2 ) ​ ​ ( 235 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2022 $ - ​ $ 1,595 ​ $ - ​ $ 1,595 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase due to acquisition of TRED ​ 121 ​ ​ - ​ ​ - ​ ​ 121 Fair value adjustments ​ - ​ ​ ( 1,565 ) ​ ​ - ​ ​ ( 1,565 ) Impact of foreign currency exchange rates ​ 8 ​ ​ ( 30 ) ​ ​ - ​ ​ ( 22 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2023 $ 129 ​ $ - ​ $ - ​ $ 129 ​ 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. Our determination of fair value of the contingent consideration liabilities could change in future periods based on our ongoing evaluation of these significant unobservable inputs. Items Measured at Fair Value on a Non-Recurring Basis In assessing the recoverability of goodwill and indefinite-lived intangible assets, management estimates the fair value of each reporting unit using Level 3 inputs through a combination of the income approach based upon projected discounted cash flows of the reporting unit and the market approach. The fair value of indefinite-lived intangible assets is estimated using Level 3 inputs through the income approach, specifically the relief-from-royalty method. The fair values are based on revenue and cash flow projections, royalty rates, and discount rates. Impairment of goodwill and indefinite-lived intangible assets was $ 0 , $ 92,311 , and $ 0 during the years ended December 31, 2023, 2022, and 2021, respectively. See Note 6 for additional information. NOTE 12. STOCKHOLDERS’ EQUITY On August 6, 2018, the Company announced that its Board of Directors approved the initiation of a quarterly cash dividend program of $ 0.025 per share of the Company’s common stock (the “Quarterly Cash Dividend”) or $ 0.10 per share on an annualized basis. The declaration and payment of future Quarterly Cash Dividends is subject to the discretion of and approval of the Company’s Board of Directors. In 2023, 2022 and 2021 our total Quarterly Cash Dividends were $ 3,750 , $ 3,721 and $ 3,335 , respectively. On March 5, 2024 , the Company announced that its Board of Directors approved the payment on March 18, 2024 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 March 28, 2024 . On October 25, 2021, the Company entered into an underwriting agreement with BofA Securities, Inc., as representative of the several underwriters named therein (the “Underwriters”), relating to the public offer and sale of 2,750 shares of the Company’s common stock at a price to the public of $ 27.00 per share. The Underwriters received an underwriting discount of 6 %, or $ 1.62 per share, in connection with the sale of the shares of Common Stock in the offering. In addition, the Company granted the Underwriters a 30-day option to purchase up to 413 additional shares of common stock on the same terms and conditions which was fully exercised. The net proceeds to the Company from the offering, including the Underwriters’ exercise of their 30-day option but before expenses and after deducting the applicable underwriting discounts and commissions, were $ 80,264 . 82 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) NOTE 13. EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing earnings (loss) by the weighted average number of common shares outstanding during each period. Diluted earnings (loss) per share is computed by dividing earnings (loss) by the total of the weighted average number of shares of common stock outstanding during each period, plus the effect of dilutive outstanding stock options and unvested restricted stock grants. 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. The following table is a reconciliation of basic and diluted shares of common stock outstanding used in the calculation of earnings (loss) per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding - basic ​ 37,485 ​ ​ 37,201 ​ ​ 33,136 Effect of dilutive stock awards ​ - ​ ​ - ​ ​ 2,509 Effect of dilutive deferred stock consideration for business acquisition ​ - ​ ​ - ​ ​ 41 Weighted average shares outstanding - diluted ​ 37,485 ​ ​ 37,201 ​ ​ 35,686 ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) income from continuing operations per share: ​ ​ ​ ​ ​ ​ ​ ​ Basic $ ( 0.42 ) ​ $ ( 2.49 ) ​ $ 0.06 Diluted ​ ( 0.42 ) ​ ​ ( 2.49 ) ​ ​ 0.06 ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from discontinued operations per share: ​ ​ ​ ​ ​ ​ ​ ​ Basic $ 0.15 ​ $ 0.62 ​ $ 0.72 Diluted ​ 0.15 ​ ​ 0.62 ​ ​ 0.67 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income per share: ​ ​ ​ ​ ​ ​ ​ ​ Basic $ ( 0.27 ) ​ $ ( 1.88 ) ​ $ 0.79 Diluted ​ ( 0.27 ) ​ ​ ( 1.88 ) ​ ​ 0.73 ​ For the years ended December 31, 2023, 2022, and 2021, equity awards of 5,424 , 6,060 , and 509 , respectively, were outstanding and anti-dilutive and therefore not included in the calculation of net (loss) income per share for these periods. NOTE 14. STOCK-BASED COMPENSATION PLAN Under the Company’s current 2015 Stock Incentive Plan (the “2015 Plan”), the Company’s Board of Directors (the “Board of Directors”) has flexibility to determine the type and amount of awards to be granted to eligible participants, who must be employees, directors, officers or consultants of the Company or its subsidiaries. The 2015 Plan allows for grants of incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation rights, and restricted units. The aggregate number of shares of common stock that may be granted through awards under the 2015 Plan to any employee in any calendar year may not exceed 500 shares. The 2015 Plan will continue in effect until December 2025 unless terminated sooner. As of December 31, 2023, the number of shares authorized and reserved for issuance under the 2015 Plan is 10,187 shares, subject to automatic annual increase equal to 5 % of the total number of shares of the Company’s outstanding common stock. Options Granted: During the year ended December 31, 2023, the Company issued stock options for an aggregate of 75 shares under the 2015 Plan to directors of the Company. All 75 options vest and become exercisable over a period of one year . All of the issued stock options expire ten years from the date of the grant. 83 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of options ​ 75 ​ 430 ​ 10 ​ 500 Option vesting period ​ 1 Year ​ 1 - 3 Years ​ Immediate ​ 1 - 3 Years Grant price (per share) ​ $ 7.91 ​ $ 18.67 - $ 27.65 ​ $ 21.83 ​ $ 15.15 - $ 24.43 Dividend yield ​ 1.26 % ​ 0.36 % - 0.54 % ​ 0.46 % ​ 0.41 % - 0.66 % Expected volatility (a) ​ 47.8 % ​ 38.6 % - 40.9 % ​ 39.4 % ​ 39.1 % - 43.6 % Risk-free interest rate ​ 3.69 % ​ 1.46 % - 3.38 % ​ 1.66 % ​ 0.50 % - 1.02 % Expected life (years) (b) ​ 5.31 ​ 5.31 - 6.01 ​ 5.50 ​ 5.31 - 6.00 Weighted average fair value (per share) ​ $ 2.48 ​ $ 7.82 - $ 10.41 ​ $ 8.03 ​ $ 5.88 - $ 9.23 ​ (a) Expected volatility is based upon the Company’s historical volatility. (b) The expected term was determined based upon the underlying terms of the awards and the category and employment history of employee award recipient. Using these assumptions, the fair value of the stock options granted during the years ended December 31, 2023, 2022, and 2021 was $ 186 , $ 3,661 , and $ 3,239 , respectively, which will be amortized as stock-based compensation expense over the vesting period of the options. Market Condition Restricted Shares Granted: On March 14, 2023, the Company awarded the Executive Chairman 500 restricted shares under the 2015 Plan, of which 250 and 250 shares will vest if, on or before March 14, 2033, the Fair Market Value (as defined in the Plan) of the Company’s common stock shall have equaled or exceeded $ 15.00 and $ 18.00 per share for twenty consecutive trading days, respectively. For computing the fair value of the restricted shares with a market condition, the fair value of the restricted stock award grant has been estimated as of the date of grant using the Monte-Carlo pricing model with the assumptions below. On March 4, 2022, the Company issued and granted to the Executive Chairman and certain employees restricted stock awards of 700 restricted shares under the 2015 Plan, of which 700 restricted shares will vest if, on or before March 4, 2032, the Fair Market Value (as defined in the Plan) of the Company’s common stock shall have equaled or exceeded $ 50.00 per share for twenty consecutive trading days. For computing the fair value of the restricted shares with a market condition, the fair value of the restricted stock award grant has been estimated as of the date of grant using the Monte-Carlo pricing model with the assumptions below. On May 28, 2021, the Company issued and granted to the Executive Chairman a restricted stock award of 500 restricted shares under the 2015 Plan, of which 500 restricted shares will vest if, on or before May 28, 2024, the Fair Market Value (as defined in the Plan) of the Company’s common stock shall have equaled or exceeded $ 35.00 per share for twenty consecutive trading days. For computing the fair value of the restricted shares with a market condition, the fair value of the restricted stock award grant has been estimated as of the date of grant using the Monte-Carlo pricing model with the assumptions below. ​ 84 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ March 14, 2023 March 4, 2022 May 28, 2021 ​ ​ ​ ​ ​ ​ ​ Number issued ​ 500 ​ 700 ​ 500 Vesting period ​ $ 15.00 - $ 18.00 stock price target ​ $ 50.00 stock price target ​ $ 35.00 stock price target Grant price (per share) ​ $ 9.60 ​ $ 21.83 ​ $ 23.69 Dividend yield ​ 1.04 % ​ 0.46 % ​ 0.42 % Expected volatility ​ 45.2 % ​ 41.0 % ​ 42.3 % Risk-free interest rate ​ 3.64 % ​ 1.74 % ​ 0.30 % Expected term (years) ​ 2.56 - 3.22 ​ 4.15 ​ 1.05 Weighted average fair value (per share) ​ $ 7.84 - $ 8.34 ​ $ 15.37 ​ $ 14.46 ​ Using these assumptions, the fair value of the market condition restricted stock awards granted on March 14, 2023, March 4, 2022, and May 28, 2021 were approximately $ 4,046 , $ 10,761 , and $ 7,230 , respectively. The total non-cash stock compensation expense for continuing operations related to stock options and restricted stock awards recorded by the Company was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ Restricted stock awards $ 2,540 ​ $ 6,122 ​ $ 5,241 Stock options ​ 2,601 ​ ​ 5,076 ​ ​ 4,236 Total $ 5,141 ​ $ 11,198 ​ $ 9,477 ​ For the years ended December 31, 2023, 2022, and 2021, stock-based compensation costs were classified as selling, general and administrative expense. A summary of changes in outstanding options and restricted stock awards during the year ended December 31, 2023 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options ​ Weighted Average Exercise Price ​ Aggregate Intrinsic Value ​ Restricted Stock Awards Outstanding at December 31, 2022 ​ 4,246 ​ $ 11.46 ​ $ - ​ ​ 1,546 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Granted ​ 75 ​ ​ 2.48 ​ ​ ​ ​ ​ 500 Exercised or vested ​ ( 504 ) ​ ​ 6.82 ​ ​ ​ ​ ​ ( 192 ) Expired ​ ( 387 ) ​ ​ 14.28 ​ ​ ​ ​ ​ - Cancelled ​ - ​ ​ - ​ ​ ​ ​ ​ - Forfeited ​ ( 191 ) ​ ​ - ​ ​ ​ ​ ​ ( 237 ) Outstanding at December 31, 2023 ​ 3,239 ​ $ 11.45 ​ $ - ​ ​ 1,617 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options exercisable at December 31, 2023 ​ 3,087 ​ ​ 11.06 ​ $ - ​ ​ ​ ​ 85 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) The following table summarizes the exercise price range, weighted average exercise price, and remaining contractual lives by significant ranges for options outstanding and exercisable as of December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining Life In Years ​ Weighted Average Exercise Price Range Outstanding ​ Exercisable ​ Outstanding ​ Exercisable ​ Exercise Price $ 4.38 - $ 8.02 ​ 1,477 ​ ​ 1,459 ​ ​ 4.7 ​ ​ 4.7 ​ $ 6.44 $ 8.02 - $ 27.65 ​ 1,762 ​ ​ 1,628 ​ ​ 6.9 ​ ​ 6.9 ​ $ 15.20 ​ ​ 3,239 ​ ​ 3,087 ​ ​ 6.3 ​ ​ 6.3 ​ $ 11.06 ​ The intrinsic value of options exercised was $ 351 , $ 4,381 , and $ 3,425 during the years ended December 31, 2023, 2022, and 2021, respectively. The intrinsic value of restricted stock awards vested was $ 1,891 , $ 3,336 , and $ 1,623 during the years ended December 31, 2023, 2022, and 2021, respectively. Total fair value of options vested during the years ended December 31, 2023, 2022, and 2021 was $ 3,461 , $ 5,361 , and $ 3,227 , respectively. Total fair value of restricted stock awards vested during the years ended December 31, 2023, 2022, and 2021 was $ 1,438 , $ 1,157 , and $ 991 , respectively. The fair value of unvested restricted stock awards is determined based on the market price of our shares of common stock on the grant date or using the Monte-Carlo pricing model. As of December 31, 2023, there were 153 unvested stock options and unrecognized compensation cost of $ 1,053 related to unvested stock options, as well as 1,617 unvested restricted stock awards and unrecognized compensation cost of $ 7,209 related to unvested restricted stock awards. Unrecognized compensation cost of unvested stock options and restricted stock awards are expected to be recognized over the weighted average period of 1.0 years and 2.2 years, respectively. NOTE 15. 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 year ended December 31, 2023, the Company incurred $ 3,223 of restructuring charges related to these actions. 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 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. Other costs consist primarily of costs related to the discontinuance of certain product lines and are distinguishable and directly attributable to the Company’s restructuring initiative and not a result of external market factors associated with the ongoing business. We estimate that we will incur restructuring costs related to employee-related costs and facility exit costs during the year 2024; however, the Company cannot estimate the total amount expected to be incurred as cost reduction actions continue to be evaluated. The Company anticipates completing these restructuring activities in 2024. 86 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) The following table summarizes the restructuring charges, payments and the remaining liabilities related to restructuring costs at December 31, 2023, which are included within accrued liabilities in the consolidated balance sheets. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outdoor ​ Adventure ​ Corporate ​ Total Balance at December 31, 2022 ​ ​ - ​ ​ - ​ ​ - ​ ​ - Charges to expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Employee termination benefits ​ $ 859 ​ $ 306 ​ $ 163 ​ $ 1,328 Exit costs ​ ​ 1,125 ​ ​ - ​ ​ - ​ ​ 1,125 Other costs ​ ​ 770 ​ ​ - ​ ​ - ​ ​ 770 Total restructuring charges ​ $ 2,754 ​ $ 306 ​ $ 163 ​ $ 3,223 Cash payments and non-cash charges: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash payments ​ ​ ( 737 ) ​ ​ ( 306 ) ​ ​ ( 163 ) ​ ​ ( 1,206 ) Product discontinuance ​ ​ ( 251 ) ​ ​ - ​ ​ - ​ ​ ( 251 ) Asset impairments ​ ​ ( 520 ) ​ ​ - ​ ​ - ​ ​ ( 520 ) Balance at December 31, 2023 ​ $ 1,246 ​ $ - ​ $ - ​ $ 1,246 ​ ​ NOTE 16. COMMITMENTS AND CONTINGENCIES As a consumer goods manufacturer and distributor, the Company faces the risk of product liability and related lawsuits involving claims for substantial money damages, product recall actions and higher than anticipated rates of warranty returns or other returns of goods. The Company is therefore vulnerable to various personal injury and property damage lawsuits relating to its products and incidental to its business. The Company is involved in various legal disputes and other legal proceedings that arise from time to time in the ordinary course of business. Anticipated costs related to litigation matters are accrued when it is both probable that a liability has been incurred and the amount can be reasonably estimated. 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 condition, results of operations or cash flows, except for the U.S. Consumer Product Safety Commission (“CPSC”) matter discussed below. There is a reasonable possibility of loss from contingencies in excess of the amounts accrued by the Company in the accompanying consolidated balance sheets; however, the actual amounts of such possible losses cannot currently be reasonably estimated by the Company at this time. It is possible that, as additional information becomes available, the impact on the Company could have a material effect. See Item 3. “Legal Proceedings.” and Item 1A. “Risk Factors.” U.S. Consumer Product Safety Commission In January 2021, Black Diamond Equipment, Ltd. (“BDEL”) wrote to the U.S. Consumer Product Safety Commission (“CPSC”) outlining its new cradle solution for certain models of its avalanche beacon transceivers to prevent such transceivers from switching unexpectedly out of “send” mode. The proposed new cradle solution was designed to improve transceiver safety by locking the transceiver into “send” mode prior to use so that it would not switch unexpectedly out of “send” mode. BDEL also requested approval for the CPSC Fast-Track Program for a voluntary product recall to implement this cradle solution. The CPSC approved the recall and entered into a Corrective Action Plan agreement with BDEL in March 2021. BDEL received a letter from the CPSC, dated October 28, 2021, stating that the CPSC is investigating whether BDEL has timely complied with the reporting requirements of Section 15(b) of the Consumer Protection Safety Act and related regulations regarding certain models of avalanche transceivers switching unexpectedly out of “send” mode. Separately, on April 21, 2022, BDEL filed a Section 15(b) report and applied for Fast-Track consideration for a voluntary recall, consisting of free repair or replacement of such malfunctioning models of avalanche transceivers, which would not switch from “send” mode to “search” mode due to an electronic malfunction in the reed switch or foil. The CPSC approved the recall and entered into a Corrective Action Plan agreement with BDEL in August 2022. BDEL received a letter from the CPSC, dated January 17, 2023, stating that the CPSC is investigating whether BDEL has timely complied with the reporting requirements of Section 15(b) of the Consumer 87 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) Protection Safety Act and related regulations regarding the malfunction in the reed switch or foil in certain models of avalanche transceivers switching out of “search” mode. BDEL responded to the CPSC’s investigation by letter dated March 31, 2023, accompanied with documents responsive to the CPSC’s requests. The CPSC asked for further clarification and documents, and BDEL sent a responsive letter accompanied by additional documents on June 23, 2023. On September 6, 2023, the CPSC requested further clarification and information regarding the reed switch issue, to which BDEL responded on October 6 and 13, 2023. By letters dated October 12, 2023 and December 18, 2023, BDEL was notified by the CPSC that the agency staff has concluded we failed to timely meet our statutory reporting obligations under the Consumer Product Safety Act with respect to certain models of BDEL’s avalanche transceivers switching unexpectedly out of “send” mode and certain models of BDEL’s avalanche transceivers not switching from “send” mode into “search” mode, that we made a material misrepresentation in a report to the CPSC, and that the agency staff intends to recommend that the CPSC impose substantial civil monetary penalties. On November 20, 2023 and February 8, 2024, respectively, we submitted a comprehensive response disputing the CPSC’s findings and conclusions in the October 12, 2023 and December 18, 2023 letters, including the amount of any potential penalties. The CPSC may ultimately disagree with our position and the agency staff has recommended substantial civil monetary penalties which the Company intends to strongly contest and vigorously defend against. We cannot assure on what terms this matter will be resolved. Based on currently available information, the Company cannot estimate the amount of the loss (or range of loss) in connection with this matter. We believe it is reasonably possible that a change in our ability to estimate the amount of loss could occur in the near term and that the change in the estimate could be material. In addition, as this matter is ongoing, the Company is currently unable to predict its duration, resources required or outcome, or the impact it may have on the Company’s liquidity, financial condition, results of operations and/or cash flows. A penalty 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. NOTE 17. INCOME TAXES Consolidated (loss) income from continuing operations before income taxes consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. operations ​ $ ( 19,929 ) ​ $ ( 24,318 ) ​ $ ( 14,043 ) Foreign operations ​ ​ ( 150 ) ​ ​ ( 83,200 ) ​ ​ ( 3,068 ) Loss from continuing operations before income tax ​ $ ( 20,079 ) ​ $ ( 107,518 ) ​ $ ( 17,111 ) ​ 88 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) The components of the benefit for income taxes attributable to continuing operations consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ Current: ​ ​ ​ ​ ​ ​ ​ ​ Federal $ - ​ $ - ​ $ ( 6,064 ) State and local ​ 90 ​ ​ 150 ​ ​ ( 162 ) Foreign ​ 833 ​ ​ 1,575 ​ ​ 2,057 ​ ​ 923 ​ ​ 1,725 ​ ​ ( 4,169 ) Deferred: ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ ( 4,972 ) ​ ​ ( 1,338 ) ​ ​ 4,453 State and local ​ 2,909 ​ ​ 604 ​ ​ 472 Foreign ​ ( 542 ) ​ ​ ( 14,652 ) ​ ​ ( 2,020 ) ​ ​ ( 2,605 ) ​ ​ ( 15,386 ) ​ ​ 2,905 Change in valuation allowance for deferred income taxes ​ ( 2,609 ) ​ ​ ( 1,055 ) ​ ​ ( 17,970 ) ​ ​ ( 5,214 ) ​ ​ ( 16,441 ) ​ ​ ( 15,065 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax benefit $ ( 4,291 ) ​ $ ( 14,716 ) ​ $ ( 19,234 ) ​ The allocation of income tax expense (benefit) between continuing and discontinued operations was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ Continuing operations $ ( 4,291 ) ​ $ ( 14,716 ) ​ $ ( 19,234 ) Discontinued operations ​ 2,024 ​ ​ 7,365 ​ ​ 7,020 ​ $ ( 2,267 ) ​ $ ( 7,351 ) ​ $ ( 12,214 ) ​ The Company’s foreign operations that are considered to be permanently reinvested have statutory tax rates of approximately 24 % to 30 %. 89 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) The following is a reconciliation of the statutory federal income tax rate to the effective rate reported in the Company’s financial statements: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statutory income tax (benefit) expense ​ ( 21.0 ) % ​ ( 21.0 ) % ​ ( 21.0 ) % Increase (decrease) in income taxes resulting from: ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign taxes ​ 0.6 ​ ​ ( 3.5 ) ​ ​ 1.0 ​ State income taxes, net of federal income taxes ​ ( 1.9 ) ​ ​ 1.0 ​ ​ 3.7 ​ Income tax credits ​ ( 6.6 ) ​ ​ ( 1.3 ) ​ ​ ( 6.3 ) ​ Stock options ​ 1.2 ​ ​ ( 0.9 ) ​ ​ ( 4.5 ) ​ Change in effective state rate ​ - ​ ​ 0.1 ​ ​ 0.2 ​ Deferred tax asset write-offs ​ 13.0 ​ ​ - ​ ​ - ​ Executive compensation limitation ​ 4.4 ​ ​ 2.2 ​ ​ 5.9 ​ Change in valuation allowance ​ ( 13.0 ) ​ ​ ( 1.0 ) ​ ​ ( 105.0 ) ​ Impairment of goodwill ​ - ​ ​ 10.3 ​ ​ - ​ Research and development expenditure ​ 1.9 ​ ​ 0.4 ​ ​ 1.4 ​ Fair value inventory step-up ​ - ​ ​ - ​ ​ 3.9 ​ Transaction costs ​ - ​ ​ - ​ ​ 8.3 ​ Income tax (benefit) expense ​ ( 21.4 ) % ​ ( 13.7 ) % ​ ( 112.4 ) % ​ The deferred tax asset write-offs relate to NOLs that were fully offset by a release in the valuation allowance. 90 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) Deferred income tax assets and liabilities are determined based on the difference between the financial reporting carrying amounts and tax bases of existing assets and liabilities and operating loss and tax credit carryforwards. Significant components of the Company’s existing deferred income tax assets and liabilities as of December 31, 2023 and 2022 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ Deferred tax assets: ​ ​ ​ ​ ​ Net operating loss, capital loss and research & experimentation credit carryforwards $ 6,752 ​ $ 10,685 Capitalized research and development costs ​ 8,937 ​ ​ 8,205 Capitalized costs to self-constructed property ​ 10,593 ​ ​ 7,892 Non-cash compensation ​ 2,360 ​ ​ 2,534 Accrued liabilities ​ 1,655 ​ ​ 1,472 Reserves and other ​ 4,624 ​ ​ 1,960 Lease liabilities ​ 3,902 ​ ​ - Intangibles ​ 1,070 ​ ​ 224 ​ ​ 39,893 ​ ​ 32,972 Valuation allowance ​ ( 714 ) ​ ​ ( 3,323 ) Net deferred tax assets ​ 39,179 ​ ​ 29,649 Deferred tax liabilities: ​ ​ ​ ​ ​ Depreciation ​ ( 1,712 ) ​ ​ ( 1,390 ) Intangibles ​ ( 28,470 ) ​ ​ ( 28,319 ) Right-of-use assets ​ ( 3,647 ) ​ ​ - Other ​ ( 605 ) ​ ​ ( 534 ) ​ ​ ( 34,434 ) ​ ​ ( 30,243 ) ​ ​ ​ ​ ​ ​ Total $ 4,745 ​ $ ( 594 ) ​ Certain deferred income tax balances are not netted as they represent deferred amounts applicable to different taxing jurisdictions. The Company has provided a valuation allowance against a portion of the deferred tax assets as of December 31, 2023, because the ultimate realization of those assets does not meet the more-likely-than-not criteria. The majority of the Company’s deferred tax assets consist of net operating loss carryforwards for federal tax purposes. If a change in control were to occur, these could be limited under Section 382 of the Internal Revenue Code of 1986 (“Code”), as amended. In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible and net operating loss and credit carryforwards expire. The estimates and judgments associated with the Company’s valuation allowance on deferred tax assets are considered critical due to the amount of deferred tax assets recorded by the Company on its consolidated balance sheets and the judgment required in determining the Company’s potential for future taxable income. The need for a valuation allowance is reassessed at each reporting period. 91 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) The net change in the valuation allowance for deferred income tax assets was ($ 2,609 ), ($ 1,055 ), and ($ 17,970 ) during the years ended December 31, 2023, 2022, and 2021, respectively. A roll forward of our valuation allowance for deferred income tax assets for the years ended December 31, 2023, 2022, and 2021 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at Beginning of Year ​ Charged to Costs and Expenses ​ Other Adjustments ​ Balance at End of Year ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 $ 22,348 ​ $ ( 17,970 ) ​ $ - ​ $ 4,378 2022 $ 4,378 ​ $ 51 ​ $ ( 1,106 ) ​ $ 3,323 2023 $ 3,323 ​ $ 26 ​ $ ( 2,635 ) ​ $ 714 ​ As of December 31, 2023, the Company has net operating loss carryforwards (“NOLs”) and research and experimentation credit for U.S. federal income tax purposes of $ 7,699 and $ 2,997 , respectively. The Company believes its U.S. Federal NOLs will substantially offset its future U.S. Federal income taxes until expiration. The majority of the Company’s pre-tax income is currently earned and expected to be earned in the U.S., or taxed in the U.S. as Subpart F. income and will be offset with the NOLs. There are no NOLs that expire on December 31, 2024. NOLs available to offset taxable income, subject to compliance with Section 382 of the Code, begin to expire based upon the following schedule: ​ ​ ​ ​ ​ Net Operating Loss Carryforward Expiration Dates December 31, 2023 ​ ​ ​ ​ Expiration Dates December 31, Net Operating Loss Amount 2024 ​ $ - 2025 ​ ​ - 2026 ​ ​ - 2027 and beyond ​ ​ 7,699 Total ​ $ 7,699 ​ Tax positions are recognized in the financial statements when it is more likely than not that the position will be sustained upon examination by the tax authorities. The Company conducts its business globally. As a result, the Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions and are subject to examination for the open tax years in the U.S. federal and state jurisdictions of 2016 through 2022 and in the foreign jurisdictions of 2008 through 2022. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. A reconciliation of the beginning and ending amount of total unrecognized tax benefits for the years ended December 31, 2023, 2022 and 2021 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, beginning of year $ 813 ​ $ 696 ​ $ 427 Additions for current year tax positions ​ 98 ​ ​ 159 ​ ​ 143 Additions for prior year tax positions ​ 8 ​ ​ - ​ ​ 237 Reductions for prior year tax positions ​ - ​ ​ ( 42 ) ​ ​ ( 111 ) Reductions due to statute expirations ​ ( 29 ) ​ ​ - ​ ​ - Balance, end of year $ 890 ​ $ 813 ​ $ 696 ​ 92 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) Included in the balance of total unrecognized tax benefits at December 31, 2023 and 2022, are potential benefits of $ 930 and $ 813 , respectively, that if recognized, would affect the effective rate, subject to impact of valuation allowance, on income from continuing operations. Unrecognized tax benefits that reduce a net operating loss, similar tax loss or tax credit carryforward are presented as a reduction to deferred income taxes. As a result, the Company classified $ 516 and $ 454 of its unrecognized tax benefit as a reduction to deferred tax assets as of December 31, 2023 and 2022, respectively. Interest and penalty expense recognized related to uncertain tax positions were not significant during the years ending December 31, 2023, 2022, and 2021, respectively. Total accrued interest and penalties as of December 31, 2023 and 2022, were not significant. NOTE 18. SEGMENT INFORMATION We operate our business structure within two segments. These segments are defined based on the internal financial reporting used by our chief operating decision maker to allocate resources and assess performance. Certain significant selling and general and administrative expenses are not allocated to the segments including non-cash stock compensation expense. Each segment is described below: ● Our Outdoor segment, which includes Black Diamond Equipment and PIEPS, is a global leader in designing, manufacturing, and marketing innovative outdoor engineered equipment and apparel for climbing, mountaineering, trail running, backpacking, skiing, and a wide range of other year-round outdoor recreation activities. Our Outdoor segment offers a broad range of products including: high-performance, activity-based apparel (such as shells, insulation, midlayers, pants and logowear); rock-climbing footwear and equipment (such as carabiners, protection devices, harnesses, belay devices, helmets, and ice-climbing gear); technical backpacks and high-end day packs; trekking poles; headlamps and lanterns; and gloves and mittens. We also offer advanced skis, ski poles, ski skins, and snow safety products, including avalanche airbag systems, avalanche transceivers, shovels, and probes. ● Our Adventure segment, which includes Rhino-Rack, MAXTRAX, and TRED, is a manufacturer of highly-engineered automotive roof racks, trays, mounting systems, luggage boxes, carriers, recovery boards and accessories in Australia and New Zealand and a growing presence in the United States. As noted above, the Company has a wide variety of technical outdoor equipment and lifestyle products that are sold to a variety of customers in multiple end markets. While there are multiple products sold, the terms and nature of revenue recognition policy is similar for all segments. 93 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 ​ 2022 ​ 2021 Sales to external customers: ​ ​ ​ ​ ​ ​ ​ ​ Outdoor ​ ​ ​ ​ ​ ​ ​ ​ Domestic sales $ 99,031 ​ $ 108,304 ​ $ 112,775 International sales ​ 105,022 ​ ​ 114,041 ​ ​ 108,057 Total Outdoor ​ 204,053 ​ ​ 222,345 ​ ​ 220,832 Adventure ​ ​ ​ ​ ​ ​ ​ ​ Domestic sales ​ 13,354 ​ ​ 24,514 ​ ​ 12,044 International sales ​ 68,613 ​ ​ 68,392 ​ ​ 33,095 Total Adventure ​ 81,967 ​ ​ 92,906 ​ ​ 45,139 Total sales to external customers ​ 286,020 ​ ​ 315,251 ​ ​ 265,971 Segment operating (loss) income: ​ ​ ​ ​ ​ ​ ​ ​ Outdoor ​ ( 2,401 ) ​ ​ 14,710 ​ ​ 16,171 Adventure ​ ( 351 ) ​ ​ ( 97,201 ) ​ ​ ( 2,196 ) Total segment operating (loss) income ​ ( 2,752 ) ​ ​ ( 82,491 ) ​ ​ 13,975 Restructuring charges ​ ( 3,223 ) ​ ​ - ​ ​ - Transaction costs ​ ( 593 ) ​ ​ ( 2,818 ) ​ ​ ( 11,520 ) Contingent consideration benefit (expense) ​ 1,565 ​ ​ ( 493 ) ​ ​ 1,605 Corporate and other expenses ​ ( 15,143 ) ​ ​ ( 21,716 ) ​ ​ ( 21,154 ) Interest income (expense), net ​ 67 ​ ​ - ​ ​ ( 17 ) Loss before income tax $ ( 20,079 ) ​ $ ( 107,518 ) ​ $ ( 17,111 ) ​ There were no intercompany sales between the Outdoor and Adventure segments for the periods presented. Total assets by segment, as of December 31, 2023 and 2022, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ Outdoor $ 163,083 ​ $ 175,820 Adventure ​ 185,023 ​ ​ 181,867 Corporate ​ 9,948 ​ ​ 14,995 ​ $ 358,054 ​ $ 372,682 ​ 94 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) Capital expenditures, depreciation and amortization by segment is as follows. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 ​ 2022 ​ 2021 Capital expenditures: ​ ​ ​ ​ ​ ​ ​ ​ Outdoor $ 1,542 ​ $ 2,714 ​ $ 3,120 Adventure ​ 2,080 ​ ​ 2,689 ​ ​ 777 Total capital expenditures $ 3,622 ​ $ 5,403 ​ $ 3,897 Depreciation: ​ ​ ​ ​ ​ ​ ​ ​ Outdoor $ 2,848 ​ $ 3,180 ​ $ 2,888 Adventure ​ 1,302 ​ ​ 1,208 ​ ​ 464 Total depreciation $ 4,150 ​ $ 4,388 ​ $ 3,352 Amortization: ​ ​ ​ ​ ​ ​ ​ ​ Outdoor $ 1,057 ​ $ 1,001 ​ $ 1,030 Adventure ​ 9,658 ​ ​ 11,556 ​ ​ 5,051 Total amortization $ 10,715 ​ $ 12,557 ​ $ 6,081 ​ ​ NOTE 19. LEASES The Company has entered into leases for certain facilities, vehicles and other equipment. Our leases have remaining contractual terms of up to seven years , some of which include options to extend the leases for up to five years . Our lease costs are primarily related to facility leases for inventory warehousing, administration offices and vehicles. The Company’s finance leases are immaterial. Lease ROU assets and liabilities as of December 31, 2023 and 2022, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance Sheet Classification ​ December 31, 2023 ​ December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ ​ ​ ​ Lease ROU assets ​ Other long-term assets ​ $ 15,180 ​ $ 15,189 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ ​ Current lease liabilities ​ Accrued liabilities ​ $ 3,179 ​ $ 2,836 Noncurrent lease liabilities ​ Other long-term liabilities ​ $ 13,030 ​ $ 12,825 ​ Lease costs were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Affected line item in the Consolidated ​ Year Ended ​ ​ Statements of Comprehensive (Loss) Income ​ December 31, 2023 ​ December 31, 2022 Lease costs ​ Cost of goods sold, Selling, general and administrative ​ $ 4,147 ​ $ 2,532 Variable lease costs ​ Cost of goods sold, Selling, general and administrative ​ ​ 1,255 ​ ​ 527 Short-term lease costs ​ Cost of goods sold, Selling, general and administrative ​ ​ 624 ​ ​ 1,249 ​ ​ ​ ​ $ 6,026 ​ $ 4,308 ​ 95 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) The maturity of lease liabilities as of December 31, 2023 are as follows: ​ ​ ​ Years Ending December 31, Lease Payments 2024 $ 3,756 2025 ​ 3,836 2026 ​ 3,026 2027 ​ 2,203 2028 ​ 2,223 Thereafter ​ 3,104 Total future lease payments ​ 18,148 Less: amount representing interest ​ ( 1,939 ) Present value of future lease payments ​ 16,209 Less: current lease obligations ​ ( 3,179 ) Long-term lease obligations $ 13,030 ​ ​ ​ ​ As of December 31, 2023, our leases have a weighted-average remaining lease term of 5.3 years and a weighted-average discount rate of 3.9 %. ​ NOTE 20. RELATED PARTY TRANSACTIONS As part of the TRED Acquisition, on October 9, 2023, the Company paid a fee in the amount of $ 150 to Kanders & Company, Inc. (“Kanders & Company”) in consideration of the significant support received by the Company from Kanders & Company in sourcing, structuring, performing due diligence and negotiating the TRED Acquisition. As part of the Rhino-Rack Acquisition, on July 1, 2021, the Company paid a fee in the amount of $ 1,750 to Kanders & Company in consideration of the significant support received by the Company from Kanders & Company in sourcing, structuring, performing due diligence and negotiating the Rhino-Rack Acquisition. Mr. Warren B. Kanders, the Company’s Executive Chairman of the Board of Directors, is a member of the Board of Directors and sole stockholder of Kanders & Company. Additionally, on July 1, 2021, the Company paid a fee in the amount of $ 250 to Kanders & Company in consideration of the significant support received by the Company from Kanders & Company in sourcing, structuring, and negotiating an amendment to the Company’s credit agreement. On October 25, 2021, the Company paid a fee in the amount of $ 500 to Kanders & Company in consideration of the significant support received by the Company from Kanders & Company in sourcing, structuring, and negotiating the public offer and sale of the Company’s common stock. ​ NOTE 21. SUBSEQUENT EVENTS Disposal of Precision Sport Segment On February 29, 2024, the Company and Everest/Sapphire Acquisition, LLC, its wholly-owned subsidiary, completed the sale to Bullseye Acquisitions, LLC, an affiliate of JDH Capital Company, of all of the equity associated with the Company’s Precision Sport segment, which is comprised of the Company’s subsidiaries Sierra and Barnes Bullets – Mona, LLC (“Barnes”), pursuant to a Purchase and Sale Agreement dated as of December 29, 2023, by and among, Bullseye Acquisitions, LLC, Everest/Sapphire Acquisition, LLC and the Company (the “Precision Sport Purchase Agreement”). The Precision Sport segment is engaged in the business of designing, developing, manufacturing, and marketing bullets and ammunition to the military, law enforcement, and commercial/consumer markets. Under the terms of the Precision Sport Purchase Agreement, the Buyer paid $ 175,000 in cash, which is subject to a customary working capital adjustment. The Company received net proceeds of approximately $ 37,871 in cash, after payment of certain fees and settlement of the Restated Credit Agreement, for all of the equity associated with the Company’s Precision Sport segment. As the disposition was 96 Table of Contents CLARUS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, except per share amounts) completed during our first fiscal quarter of 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. See Note 3 to our consolidated financial statements for financial information regarding discontinued operations. Termination of Restated Credit Agreement Contemporaneous with the closing of the sale of the Precision Sport segment, the Company directed $ 135,013 of the proceeds from the closing of the sale to pay off any and all outstanding borrowings under the Restated Credit Agreement, dated April 18, 2022, by and among the Company and JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto (the “Restated Credit Agreement”). Accordingly, on February 29, 2024, all balances owing the lenders and the Administrative Agent thereunder were paid off, and the Restated Credit Agreement was terminated, together with the Pledge and Security Agreement, effective as of May 3, 2019, by and among the Company and the Administrative Agent, as well as any and all of the other loan documentation associated therewith (including but not limited to the UCC-1 financing statements and the deeds of trust in respect of owned real property in Utah and Missouri evidencing the liens in favor of the Administrative Agent and the lenders). ​ ​ 97 Table of Contents CLARUS CORPORATION ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ​