Item 2.02 Results of Operations and Financial Condition

On October 18, 2021, Clarus Corporation (the "Company") issued a press release announcing preliminary results for the third quarter ended September 30, 2021 (the "Press Release"). A copy of the Press Release is furnished as Exhibit 99.1 and incorporated herein by reference.

The Press Release contains the non-GAAP measure adjusted earnings before interest, taxes, other income or expense, depreciation and amortization ("adjusted EBITDA"). The Company believes that the presentation of the non-GAAP measure, i.e. adjusted EBITDA, provides useful information for the understanding of its ongoing operations and enables investors to focus on period-over-period operating performance, and thereby enhances the user's overall understanding of the Company's current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company's reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measure is comparable to similarly titled financial measures used by other publicly traded companies.

Because the Company is in the early stages of its quarter end closing process, it does not have sufficient information to provide within the Press Release a reconciliation of the non-GAAP measure adjusted EBITDA to a comparable GAAP financial measure such as net income. As a result, the Company believes it is relevant to provide the following GAAP financial measures for the third quarter of 2021: stock-based compensation of $3.1 million, depreciation and amortization of $5.2 million, the sale of Rhino-Rack inventory that was recorded at its fair value in purchase accounting of $3.1 million, and transaction and integration costs of $8.1 million.

The Company's preliminary financial results for the quarter ended September 30, 2021 are based solely on information currently available to management and are unaudited. This financial information does not represent a comprehensive statement of the Company's financial results for the quarter and remains subject to the completion of financial closing procedures and internal reviews. As a result, actual results for the quarter may vary materially from these preliminary estimates. These estimates are not a comprehensive statement of the Company's financial results for this period and should not be viewed as a substitute for full interim financial statements prepared in accordance with U.S. GAAP. Deloitte & Touche LLP has not audited, reviewed, compiled or performed any procedures with respect to the preliminary financial results. Accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto.

The information in Item 2.02 of this Current Report on Form 8-K and the Press Release attached hereto as Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits





(d) Exhibits.



Exhibit    Description

  99.1       Press Release dated October 18, 2021 (furnished only).
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

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