What changed in this filing

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Item 1. Financial Statements

2025-07-31 compared with 2025-05-08 · 314 added, 142 removed, 566 unchanged (45% of the section changed)

3 unchanged sentences

(In thousands, except per share amounts)

March 31, 2025

June 30, 2025

December 31, 2024

4 unchanged sentences

Income tax receivable

Assets held for sale

Total current assets

9 unchanged sentences

Current portion of long-term debt

Liabilities held for sale

Total current liabilities

16 unchanged sentences

CLARUS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands, except per share amounts)

Three Months Ended

March 31, 2025

March 31, 2024

June 30, 2025

June 30, 2024

Domestic sales

5 unchanged sentences

Transaction costs

Contingent consideration benefit

Legal costs and regulatory matter expenses

Impairment of indefinite-lived intangible assets

Total operating expenses

Operating loss

Interest income, net

Total other income, net

Loss before income tax

Income tax benefit

Other comprehensive income, net of tax:

Foreign currency translation adjustment

Unrealized (loss) gain on hedging activities

Other comprehensive income

Comprehensive loss

Net loss per share:

Weighted average shares outstanding:

See accompanying notes to condensed consolidated financial statements.

CLARUS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In thousands, except per share amounts)

Six Months Ended

June 30, 2025

June 30, 2024

Domestic sales

International sales

Cost of goods sold

Operating expenses

Selling, general and administrative

Restructuring charges

Transaction costs

Contingent consideration benefit

Legal costs and regulatory matter expenses

Impairment of indefinite-lived intangible assets

Total operating expenses

Operating loss

Other income (expense)

Interest income, net

Total other income (expense), net

Total other income, net

Loss before income tax

15 unchanged sentences

(In thousands)

Three Months Ended

March 31, 2025

March 31, 2024

Six Months Ended

June 30, 2025

June 30, 2024

Cash Flows From Operating Activities:

Net (loss) income

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Depreciation of property and equipment

Amortization of other intangible assets

Impairment of indefinite-lived intangible assets

Gain on sale of business

3 unchanged sentences

Noncash lease expense

Contingent consideration benefit

Stock-based compensation

18 unchanged sentences

Purchase of treasury stock

Proceeds from exercise of options

Cash dividends paid

24 unchanged sentences

Balance, March 31, 2024

Other comprehensive income

Cash dividends ($ 0.025 per share)

Stock-based compensation expense

Proceeds from exercise of options

Balance, June 30, 2024

Treasury Stock

8 unchanged sentences

Balance, March 31, 2025

Other comprehensive income

Cash dividends ($ 0.025 per share)

Stock-based compensation expense

Balance, June 30, 2025

See accompanying notes to condensed consolidated financial statements .

3 unchanged sentences

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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

36 unchanged sentences

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

See Note 11 for discussion regarding the valuation of the RockyMounts Contingent Consideration as of March 31, 2025.

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

The acquisition was accounted for as a business combination.

43 unchanged sentences

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

The activities of the Precision Sport segment have been segregated and reported as discontinued operations for all periods presented.

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

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

CLARUS CORPORATION

2 unchanged sentences

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

Three Months Ended

March 31, 2024

Six Months Ended

June 30, 2024

Cost of goods sold

3 unchanged sentences

Interest expense, net

(Loss) income from operations of discontinued operations

Loss from operations of discontinued operations

Gain on sale of discontinued operations

2 unchanged sentences

Income from discontinued operations, net of tax

In connection with the sale of the Precision Sport segment, all interest expense related to outstanding debt that was required to be repaid with the proceeds received from the sale pursuant to the terms of the Company’s credit facility is allocated to discontinued operations in our condensed consolidated financial statements for the three months ended March 31, 2024.

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

Three Months Ended

March 31, 2024

Six Months Ended

June 30, 2024

Stock-based compensation

Purchase of property and equipment

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

March 31, 2025

ASSETS AND LIABILITIES HELD FOR SALE

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

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

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

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

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

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

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

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

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

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

June 30, 2025

Accounts receivable, net

Prepaid and other current assets

Income tax receivable

Total current assets held for sale

Property and equipment, net

Other intangible assets, net

Indefinite-lived intangible assets

Deferred income taxes

Other long-term assets

Total assets held for sale

Accounts payable

Accrued liabilities

Total current liabilities held for sale

Other long-term liabilities

Total liabilities held for sale

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

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

June 30, 2025

Cash in Assets held for sale

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

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

June 30, 2025

December 31, 2024

2 unchanged sentences

Raw materials and supplies

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

PROPERTY AND EQUIPMENT

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

March 31, 2025

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

June 30, 2025

December 31, 2024

5 unchanged sentences

Less accumulated depreciation

Depreciation expense for continuing operations for the three months ended March 31, 2025 and 2024 was $ 883 and $ 1,026 , respectively.

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

GOODWILL AND INTANGIBLE ASSETS

2 unchanged sentences

Balance at December 31, 2024

Balance at March 31, 2025

Balance at June 30, 2025

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

Indefinite-Lived Intangible Assets

1 unchanged sentence

Balance at December 31, 2024

Decrease due to impairment

Indefinite-lived intangible assets held for sale

Impact of foreign currency exchange rates

Balance at March 31, 2025

Balance at June 30, 2025

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

If the carrying value of the indefinite-lived asset is higher than its fair value, the asset is deemed to be impaired and the impairment charge is estimated as the difference.

The Company calculates the fair value of its indefinite-lived intangible assets using the income approach, specifically the relief-from-royalty method.

The relief-from-royalty method is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset.

Internally forecasted revenues, which the Company believes reasonably approximate market participant assumptions, are multiplied by a royalty rate to arrive at the estimated net after tax cost savings.

The royalty rate used in the analysis is based on an analysis of empirical, market-derived royalty rates for comparable intangible assets.

Our discounted cash flow estimates use discount rates that correspond to a weighted-average cost of capital consistent with a market-participant view.

The discount rates are consistent with those used for investment decisions and take into account our future operating plans and strategies.

As described above, we determined that a triggering event had occurred during the quarter ended June 30, 2025, with respect to certain indefinite-lived intangible assets within our Outdoor reporting unit, which required that we perform a quantitative assessment.

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

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

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

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

June 30, 2025

December 31, 2024

Black Diamond

CLARUS CORPORATION

1 unchanged sentence

(in thousands, except per share amounts)

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

March 31, 2025

December 31, 2024

Black Diamond

Other Intangible Assets, net

1 unchanged sentence

Gross balance at December 31, 2024

Definite-lived intangible assets held for sale

Impact of foreign currency exchange rates

Gross balance at March 31, 2025

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

March 31, 2025

Gross balance at June 30, 2025

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

June 30, 2025

Accumulated Amortization

4 unchanged sentences

Non-compete agreements

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

December 31, 2024

4 unchanged sentences

Core technologies

Amortization expense for continuing operations for the three months ended March 31, 2025 and 2024, was $ 2,224 and $ 2,449 , respectively.

Future amortization expense for other intangible assets as of March 31, 2025 is as follows:

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

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

Years Ending December 31,

Amortization Expense

2025 (excluding the three months ended March 31, 2025)

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

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

ACCRUED LIABILITIES AND OTHER LONG-TERM LIABILITIES

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

March 31, 2025

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

June 30, 2025

December 31, 2024

5 unchanged sentences

Accrued commissions

Sales returns and rebates

Contingent consideration liabilities

Accrued CPSC regulatory matter

Accrued legal expenses

Restructuring liabilities

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

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

March 31, 2025

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

June 30, 2025

December 31, 2024

Long-term lease liability

Contingent consideration liability

Long-term lease liabilities

Contingent consideration liabilities

LONG-TERM DEBT

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

March 31, 2025

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

June 30, 2025

December 31, 2024

3 unchanged sentences

Less current portion

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

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

Credit Agreement”), in full.

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

2 unchanged sentences

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

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

Foreign subsidiaries of the Company had term debt with financial institutions, which was repaid as of December 31, 2024.

The foreign subsidiaries paid interest monthly on any borrowings on the credit facility as well as monthly payments on the term debt.

The term debt was secured by certain assets of the foreign subsidiaries.

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

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

3 unchanged sentences

The Company primarily focuses on mitigating changes in cash flows resulting from sales denominated in currencies other than the U.S.

The Company manages

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

this risk primarily by using currency forward and option contracts.

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 March 31, 2025, the Company’s derivative contracts had remaining maturities of less than one year .

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

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

The maximum net exposure of the Company’s credit risk to the counterparties is generally limited to the aggregate unrealized loss of all contracts with that counterparty, which was $ 516 as of March 31, 2025.

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

As of March 31, 2025, there was no such exposure to the counterparties.

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

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

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

March 31, 2025

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

June 30, 2025

Foreign exchange contracts - Canadian Dollars

6 unchanged sentences

Foreign exchange contracts - Euros

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

Gains of $ 76 and $ 81 were reclassified to sales during the three months ended March 31, 2025 and 2024, respectively.

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

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

the underlying hedged transaction is recognized in earnings.

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

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

Classification

March 31, 2025

June 30, 2025

December 31, 2024

5 unchanged sentences

Accrued liabilities

ACCUMULATED OTHER COMPREHENSIVE LOSS

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

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

Foreign Currency Translation Adjustments

Unrealized Gains (Losses) on Cash Flow Hedges

Balance as of March 31, 2025

Other comprehensive income (loss) before reclassifications

Amounts reclassified from other comprehensive income (loss)

Net current period other comprehensive income (loss)

Balance as of June 30, 2025

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

Foreign Currency Translation Adjustments

Unrealized Gains (Losses) on Cash Flow Hedges

Balance as of March 31, 2024

Other comprehensive income before reclassifications

Amounts reclassified from other comprehensive loss

Net current period other comprehensive income

Balance as of June 30, 2024

CLARUS CORPORATION

1 unchanged sentence

(in thousands, except per share amounts)

ACCUMULATED OTHER COMPREHENSIVE LOSS

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

The following table sets forth the changes in AOCI, net of tax, for the three months ended March 31, 2025:

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

Foreign Currency Translation Adjustments

4 unchanged sentences

Net current period other comprehensive income (loss)

Balance as of March 31, 2025

The following table sets forth the changes in AOCI, net of tax, for the three months ended March 31, 2024:

Balance as of June 30, 2025

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

Foreign Currency Translation Adjustments

2 unchanged sentences

Other comprehensive (loss) income before reclassifications

Amounts reclassified from other comprehensive (loss) income

Amounts reclassified from other comprehensive loss

Net current period other comprehensive (loss) income

Balance as of March 31, 2024

The effects on net income of amounts reclassified from unrealized gains on cash flow hedges for foreign exchange contracts for the three months ended March 31, 2025 and 2024, were as follows:

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

Balance as of June 30, 2024

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

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

Affected line item in the Consolidated

Three Months Ended

Six Months Ended

Statements of Comprehensive (Loss) Income

March 31, 2025

March 31, 2024

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Foreign exchange contracts:

Income tax expense

Income tax (benefit) expense

Amount reclassified, net of tax

10 unchanged sentences

Items Measured at Fair Value on a Recurring Basis

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

March 31, 2025

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

June 30, 2025

Designated forward exchange contracts

6 unchanged sentences

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 valuations of contingent consideration liabilities related to the acquisitions of RockyMounts and TRED included discount rates of 13.0 % and 11.5 %, respectively.

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,

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

CLARUS CORPORATION

1 unchanged sentence

(in thousands, except per share amounts)

with the change in fair value recognized in contingent consideration (benefit) expense in the accompanying consolidated statements of comprehensive (loss) income for such period.

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

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

2 unchanged sentences

Fair value adjustments

Balance at March 31, 2025

Balance at June 30, 2025

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

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.

As of March 31, 2025, the net sales threshold required for the payment of the TRED Contingent Consideration is not expected to be met.

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

STOCKHOLDERS’ EQUITY

1 unchanged sentence

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

On May 6, 2025 , the Company announced that its Board of Directors approved the payment on May 28, 2025 of the Quarterly Cash Dividend of $ 0.025 to the record holders of shares of the Company’s common stock as of the close of business on May 19, 2025 .

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

EARNINGS (LOSS) PER SHARE

7 unchanged sentences

Three Months Ended

March 31, 2025

March 31, 2024

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Weighted average shares outstanding - basic

4 unchanged sentences

Net (loss) income per share:

For the three months ended March 31, 2025 and 2024, equity awards of 4,265 and 5,047 , respectively, were excluded from the calculation of earnings (loss) per share for these periods as they were anti-dilutive.

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

STOCK-BASED COMPENSATION PLAN

Under the Company’s current 2015 Stock Incentive Plan (the “2015 Plan”), the Company’s 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.

On May 29, 2025, at the Company’s 2025 Annual Meeting, stockholders approved the Clarus Corporation Amended and Restated 2015 Stock Incentive Plan (the “Amended and Restated 2015 Plan”), which had previously been adopted by the Board of Directors on April 16, 2025, subject to such approval.

The Amended and Restated 2015 Plan amends and restates the Clarus Corporation 2015 Stock Incentive Plan (the “2015 Plan”), originally approved by stockholders on December 11, 2015.

Upon stockholder approval of the Amended and Restated 2015 Plan, the 2015 Plan was terminated, and no further awards will be granted under it.

Any remaining shares available for grant under the 2015 Plan were canceled.

However, 4,232 shares subject to outstanding awards previously granted under the 2015 Plan will remain available for issuance pursuant to their existing terms.

Under the Amended and Restated 2015 Plan, the Company’s 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 Amended and Restated 2015 Plan allows for grants of incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation rights, and restricted stock unit awards.

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

Options Granted:

During the three months ended March 31, 2025, the Company issued stock option awards for an aggregate of 550 shares of Common Stock under the 2015 Plan to directors and employees of the Company.

Of the 550 stock options, 500 stock options shall vest and become exercisable one year from the date of the grant and 50 stock options shall vest and become exercisable over a period of three years from the date of the grant.

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

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

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

CLARUS CORPORATION

1 unchanged sentence

(in thousands, except per share amounts)

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

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

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

Options Granted During the Three Months Ended March 31, 2025

Options Granted During the Six Months Ended June 30, 2025

Number of options

1 unchanged sentence

Grant price (per share)

$ 3.21 - $ 4.02

Dividend yield

2.49 % - 3.12 %

Expected volatility (a)

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

The grant date fair value of the stock options granted during the three months ended March 31, 2025 was $ 940 , which will be recognized over the vesting period of the options.

During the three months ended March 31, 2025, the Company did no t issue any restricted stock awards under the 2015 Plan to directors and employees of the Company.

The total non-cash stock compensation expense for continuing operations related to restricted stock, stock options and stock awards recorded by the Company for the three months ended March 31, 2025 and 2024 was $ 1,469 and $ 1,178 , respectively.

For the three months ended March 31, 2025 and 2024, the majority of stock-based compensation costs were classified as selling, general and administrative expenses.

As of March 31, 2025, there were 1,057 unvested stock options and unrecognized compensation cost of $ 2,500 related to unvested stock options, as well as 1,050 unvested restricted stock awards and unrecognized compensation costs of $ 3,449 related to unvested restricted stock awards.

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

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

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

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

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

RESTRUCTURING

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

During the three months ended March 31, 2025 and 2024, the Company incurred $ 173 and $ 370 , respectively, of restructuring charges related to these actions.

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

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

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

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

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

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 continue to incur restructuring costs related to employee-related costs and facility exit costs during the year ended December 31,

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

CLARUS CORPORATION

1 unchanged sentence

(in thousands, except per share amounts)

condensed consolidated statements of comprehensive (loss) income.

We estimate that we will continue to incur restructuring costs related to employee-related costs and facility exit costs during the year ending December 31, 2025;

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 the year ended December 31, 2025.

The following table summarizes the restructuring charges, payments and the remaining liabilities related to restructuring costs at March 31, 2025, which are included within accrued liabilities in the condensed consolidated balance sheets:

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

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

Balance at December 31, 2024

4 unchanged sentences

Cash payments

Balance at March 31, 2025

Balance at June 30, 2025

COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS

27 unchanged sentences

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.

On September 6, 2023, the CPSC requested further clarification and information regarding the reed switch issue, to which BDEL responded on October 6, 2023 and October 13, 2023.

By letters dated October 12, 2023 and December 18, 2023, respectively, BDEL was notified by the CPSC that the agency staff had concluded that BDEL failed to timely meet its statutory reporting obligations under the Consumer Product Safety Act with respect to certain models of avalanche transmitters distributed by BDEL switching unexpectedly out of “send” mode and certain models of avalanche transmitters distributed by BDEL not switching from “send” mode into “search” mode, that BDEL made a material misrepresentation in a report to the CPSC, and that the agency staff intends to recommend that the CPSC impose civil monetary penalties of $ 16,135 and $ 9,000 , respectively, for the two matters described above.

11 unchanged sentences

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

The Company and BDEL intend to cooperate with this investigation.

The Company and BDEL are cooperating with this investigation.

CLARUS CORPORATION

2 unchanged sentences

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

The Company is cooperating with this investigation.

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

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

6 unchanged sentences

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

During the three months ended March 31, 2025 and 2024, the Company incurred legal expenses of $ 578 and $ 205 , respectively, in efforts to resolve this matter.

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

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

4 unchanged sentences

On March 14, 2025, the Court issued an Opinion and Order granting the defendants’ motion for summary judgment on the ground that they qualified for the market making exemption under Section 16(d) of the Exchange Act.

On April 11, 2025, the Company filed a timely Notice of Appeal.

On April 11, 2025, the Company filed a timely Notice of Appeal and filed its opening brief on July 18, 2025.

Clarus Corporation v.

2 unchanged sentences

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

During the three months ended March 31, 2025 and 2024, the Company incurred legal expenses of $ 47 and $ 297 , respectively, in the efforts to bring the cases against HAP Trading and Caption Management to trial.

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

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

4 unchanged sentences

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

The difference between the Company’s estimated effective tax rate benefit of 13.3 % for the three months ended March 31, 2025, and the U.S.

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

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

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

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

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

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

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

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

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

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

7 unchanged sentences

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

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

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

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

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

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

SEGMENT INFORMATION

6 unchanged sentences

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.

● Prior to its sale on July 11, 2025, PIEPS was included in our Outdoor segment alongside Black Diamond Equipment.

Our Outdoor segment 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:

5 unchanged sentences

and gloves and mittens.

We also offer advanced

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

skis, ski poles, ski skins, and snow safety products, including avalanche airbag systems, avalanche transceivers, shovels, and probes.

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, bicycle racks, and accessories in Australia and New Zealand and a growing presence in the United States and Europe.

1 unchanged sentence

While there are multiple products sold, the terms and nature of revenue recognition policy is similar for all segments.

CLARUS CORPORATION

NOTES TO CONDENSED 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:

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Domestic sales

1 unchanged sentence

Cost of goods sold

Inventory fair value of purchase accounting

Other inventory reserves

Selling, general and administrative

2 unchanged sentences

Legal costs and regulatory matter expenses

Impairment of indefinite-lived intangible assets

Segment operating loss

Corporate costs

Interest income, net

Loss before income tax

Three Months Ended June 30, 2024

Domestic sales

International sales

Cost of goods sold

PFAS and other inventory reserves

Selling, general and administrative

Restructuring charges

Contingent consideration benefit

Legal costs and regulatory matter expenses

Segment operating income (loss)

2 unchanged sentences

Loss before income tax

Three Months Ended March 31, 2024

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

Six Months Ended June 30, 2025

Domestic sales

1 unchanged sentence

Cost of goods sold

Inventory fair value of purchase accounting

Other inventory reserves

Selling, general and administrative

Restructuring charges

Transaction costs

Legal costs and regulatory matter expenses

Impairment of indefinite-lived intangible assets

Segment operating loss

Corporate costs

Interest income, net

Loss before income tax

Six Months Ended June 30, 2024

Domestic sales

International sales

Cost of goods sold

PFAS and other inventory reserves

1 unchanged sentence

Restructuring charges

Contingent consideration benefit

Legal costs and regulatory matter expenses

3 unchanged sentences

Loss before income tax

There were no intercompany sales between the Outdoor and Adventure segments for the periods presented.

CLARUS CORPORATION

1 unchanged sentence

(in thousands, except per share amounts)

There were no intercompany sales between the Outdoor and Adventure segments for the periods presented.

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

March 31, 2025

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

June 30, 2025

December 31, 2024

1 unchanged sentence

Three Months Ended

March 31, 2025

March 31, 2024

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Capital expenditures:

5 unchanged sentences

SUBSEQUENT EVENT

On May 8, 2025, BD European Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, entered into a Share Purchase and Transfer Agreement to sell Black Diamond Austria GmbH and its operating subsidiary, PIEPS GmbH, to a private investment firm for a total purchase price of € 7,800 or approximately $ 8,400 including cash and debt.

The agreement governing the sale has been executed by the parties and will become binding upon receipt by the notary in Austria of the original of the signed power of attorney of the purchaser, a copy of which has already been provided to the notary.

The Company expects the transaction to close before the end of the third quarter of 2025 subject to customary closing conditions and other regulatory matters, including foreign direct investment requirements.

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

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

CLARUS CORPORATION

2 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements