Current Report Filing (8-k)
August 01 2022 - 4:14PM
Edgar (US Regulatory)
0000913277
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0000913277
2022-08-01
2022-08-01
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xbrli:shares
iso4217:USD
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United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 1, 2022
CLARUS CORPORATION
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction
of incorporation) |
001-34767
(Commission File Number) |
58-1972600
(IRS Employer
Identification Number) |
2084 East 3900 South, Salt Lake City, Utah
(Address of principal executive offices) |
84124
(Zip Code) |
Registrant’s telephone number, including
area code: (801) 278-5552
N/A
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which
registered |
Common Stock, par value $.0001 per share |
|
CLAR |
|
NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
|
¨ |
Emerging growth company |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations and Financial Condition
On August 1, 2022, Clarus Corporation (the “Company”)
issued a press release announcing results for second quarter ended June 30, 2022 (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 measures:
(i) adjusted gross margin and adjusted gross profit, (ii) net income before non-cash items and related income per diluted share, and adjusted
net income before non-cash items and related income per diluted share, (iii) earnings before interest, taxes, other income or expense,
depreciation and amortization (“EBITDA”), EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin, and (iv) free cash flow.
The Company believes that the presentation of certain non-GAAP measures, i.e.: (i) adjusted gross margin and adjusted gross profit, (ii)
net income before non-cash items and related income per diluted share, and adjusted net income before non-cash items and related income
per diluted share, (iii) EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin, and (iv) free cash flow, provide 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 measures are comparable to similarly titled financial measures used by
other publicly traded companies.
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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 1, 2022
|
CLARUS CORPORATION |
|
|
|
|
|
By: |
/s/ Michael J. Yates |
|
Name: Michael J. Yates |
|
Title: Chief Financial Officer |
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