CLAR - NASDAQ

Good afternoon, everyone. And thank you for participating in today's conference call to discuss Clarus Corporation's financial results for the fourth quarter ended December 31, 2024. Joining us today are Clarus Corporation's Executive Chairman, Warren Kanders, CFO, Mike Yates, President of Black Diamond Equipment, Neil Fiske, Managing Director of Clarus Adventure Segment, Mathew Hayward, and the company's External Director of Investor Relations, Matt Berkowitz. Following the remarks, we will open the call for your questions. Before we go further, I would like to turn the call over to Mr. Berkowitz as he reads the company's Safe Harbor statement within the meaning of the Private Securities Litigation Reform Act of 1995, that provides important cautions regarding forward-looking statements. Matt, please go ahead.

Thank you. Before we begin, I'd like to remind everyone that during today's call, we will be making several forward-looking statements, and we will make these statements under the Safe Harbor provisions of the Private Securities Litigation Reform Act. These forward-looking statements reflect our best estimates and assumptions based on our understanding of information known to us today. These forward-looking statements are subject to potential risks and uncertainties that could cause the actual results of operations or financial condition of Clarus Corporation to differ materially from those expressed or implied by the forward-looking statement. More information on potential factors that could affect the company's operating and financial results is included from time to time in the company's public reports filed with the SEC. I'd like to remind everyone this call will be available for replay starting at 7 PM time tonight. Webcast replay will also be available via the link provided in today's press release, as well as on the company's website at claruscorp.com. Now I'd like to turn the call over to Clarus' Executive Chairman, Warren Kanders.

Good afternoon. Thank you for joining Clarus' earnings call to review our results for the fourth quarter and full year. I'm joined today by our Chief Financial Officer, Mike Yates, as well as Neil Fiske and Mathew Hayward, who will discuss our outdoor and adventure segments respectively. In 2024, we remain focused on executing in line with our roadmap and positioning Clarus for profitable growth over the long term. Throughout the year, our businesses continued to deal with significant market headwinds, but we've been pleased with our team's emphasis on managing the factors within our influence. In looking at our goals that we set during our investor presentation back in March of 2024, we missed our top-line objectives by $10 million. At the operating company level, we achieved 99% of net sales in our outdoor segment and 90% of net sales in our adventure segment. While we fell short of certain financial metrics, I'm pleased with the progress we have made towards achieving our longer-term strategic goals that we highlighted in our Investor Day. Specifically, we made considerable progress simplifying and strengthening the core of the outdoor segment. As Neil will detail in greater depth, we've delivered on our commitment to improve the quality and composition of our inventory, focusing on the best and most profitable styles. As a result, outdoor adjusted gross margin improved to 36.9% in the fourth quarter compared to 32.8% in Q4 of last year. While outdoor revenue declined year over year, consistent with market softness in our expectations, full-year adjusted EBITDA was up 80%. Our objective has been to build a smaller, more profitable business, and our fourth-quarter outdoor results are further evidence that the strategies that we have implemented are delivering. Looking ahead, we believe our success in simplifying the business, rightsizing inventory, and reshaping the organization positions Black Diamond for a return to growth as the market stabilizes. We expect to see the benefits of our strategic initiatives continue to lift profitability. While our revenue growth expectations in 2025 are muted, we see another 350 to 450 basis points of margin improvement possible this coming year. Turning to our adventure segment, we always anticipated this past year would be in order to bring forward a full suite of new products in 2025. Furthermore, we needed to invest in incremental headcount in order to set up North America and EMEA for growth. With revenue falling short in the back half of the year, we were unable to cover these incremental fixed investments that we believe are necessary to scale. Following the appointments of three veteran operating and sales executives to Adventure's US international and OEM channels, we've seen early signs that these organizational changes have helped to drive positive momentum in regions outside of Australia. As Mathew will detail shortly, we are excited about a broad spectrum of compelling new product launches that are expected throughout the year. Additionally, after identifying hitch-mounted bicycle racks as a critical product category, we acquired Rocky Mounts in December to further strengthen our adventure offering. This adds immediate scale in North America and a compelling offering in our home market. We believe it will resonate with key wholesale customers. As we look ahead, our two segments are in different places, but we are generally encouraged by the steps the teams are taking to seek to unlock new growth. This is supported by a strong balance sheet with no third-party bank debt, as we continue to move our turnaround forward. With that, thank you for being with us today, and I will turn the call over to Mike.

Thank you, Warren. And good afternoon, everyone. On today's call, I'll provide a brief update before turning it over to Mathew and Neil to review the segment performance. I will then conclude with a more detailed summary of our fourth quarter and full-year financial results, followed by the Q&A session. Beginning on slide five, I'll highlight Q4 figures. Clarus' fourth-quarter revenue of $71.4 million was slightly above our Q4 guidance. While sales declined year over year, as anticipated as we execute on our simplification strategy, we've been pleased to see continued positive momentum at the gross margin level. Clarus realized consolidated gross margins of 38% or a year-over-year improvement of 330 basis points. Overall, Clarus' consolidated fourth-quarter financial results continued to be affected by near-term pressure on the business. Fourth-quarter 2024 consolidated adjusted EBITDA of $4.4 million represents a year-over-year increase but was short of our guidance range of $5 to $7 million. This was primarily due to higher fixed costs in our Adventure segment, on lower than expected net sales. Free cash flow was $14.4 million in the fourth quarter of 2024. This is consistent with our historically strong fourth quarter. Additionally, I would like to note that cash today is approximately $43 million, consistent with our cash balance a year ago after the closing on the sale of Precision Sport. Moving forward, I expect us to generate positive cash flow annually. Looking closer at our two segments, first, sales at Outdoor were $51.1 million compared to $50.1 million in the prior year. Gross margin at Outdoor adjusted for the PFAS reserve was 36.9% compared to 32.8% in the fourth quarter of last year, a 410 basis point improvement. As Neil will outline, this improvement is structural and a direct result of our simplification strategy as we continue to lean into our best products, with our best customers. The higher gross margins resulted in $4.5 million of adjusted EBITDA in the fourth quarter of 2024 at Outdoor. An Adventure fourth-quarter revenue of $20.3 million and adjusted EBITDA of $1.6 million were short of our expectations. The Adventure business was impacted by lower OEM and lower Australian wholesale revenue at Rhino Rack and higher growth investments that were necessary to scale the business. After broad corporate realignment and Adventure and a leadership appointment Warren referenced, our team continues to proactively address challenges to drive sustained financial performance. We believe we have established a baseline for both businesses in 2024 that we expect to give us a firm foundation to drive an increase in shareholder returns going forward. I'll now pause and turn the call over to Mathew Hayward, Managing Director of Clarus' Adventure Segment.

Thanks, Mike. I'll begin my remarks on slide six. Our primary objective remains to scale the Adventure business globally. While there is significant work outstanding, we believe we made important operational progress in 2024 and we are beginning to see the signs of our investments to date. Resulting in accelerated traction for our Adventure brands, particularly in the US and our international markets outside of Australia and New

Thanks, Mathew. Turning to slide seven, I'll review the outdoor segment's Q4 and full-year results and our expectations for 2025. Let me start by recapping our goals for the prior year we laid out in our investor day last March. We said we would seek to simplify the business, strengthen the core, exit unprofitable categories and styles, improve gross margins, right-size inventory, reshape the organization, revamp the supply chain, and lower our cost structure. We said we would seek to build a smaller, healthier, more profitable business. Now after 24 months of hard work, I'm pleased to report that we have completed our restructuring, dramatically reshaped the business, delivered on our strategic objectives, and set the foundation expected for long-term growth with double-digit EBITDA margins. For the fourth quarter, we saw a return to growth for Black Diamond, much healthier gross margin rate, lower cost, lower inventory levels, with a better quality of inventory and a big lift in adjusted EBITDA. We entered 2025 in great shape. 2024 revenue came in at $183.6 million, and adjusted EBITDA for the year was $11.4 million. In line with our direction of a smaller, more profitable business, revenues for the year were down 9.9%, but adjusted EBITDA was up 80%. In a down market, we gained share in most of our important categories and with our most important retailers. Revenue of $183.6 million was down from $204.1 million in 2023, but this was expected as we executed on our simplification strategy. I would like to highlight that revenue from our high-margin A and B styles was $11 million higher in the full year 2024 versus the prior year, offset by $32 million less revenue from our low-margin C and D styles. This was deliberate and consistent with our focus on building an outdoor business with higher gross margins, higher profitability, and inventory that will turn more, and help improve our working capital. Notably, as we annualize the gains from all our restructuring work, we see a run rate that can sequentially build towards double-digit EBITDA margins on the existing level of sales. Gross margins are lifting and are expected to continue to expand. Our inventories are in much better shape, both lower in the aggregate and higher in the quality of the inventory we have against our styles. Service levels and fill rates are improving. Feedback from our retail partners continues to improve, particularly in the critically important specialty channel. As we look at the fourth quarter in more detail, revenues grew 2.0% globally. By region and channel, North America wholesale, our largest market, increased 6.5%. North America digital D2C declined 3.2% with growth in the consumer segment offset by a reduction in the pro business as we tightened up the discounts and availability of our pro program. Overall, we believe this was a healthy rebalancing of our direct channel mix. In Europe, wholesale was down 1.8%, while digital D2C was up 22.1%. In international markets, we're up 90.4%, largely driven by a more optimal timing of deliveries, which we expect to be a permanent shift. Importantly, though, we are also starting to see recovery and organic growth take hold in these markets after a couple of years of contraction. Gross margin for the fourth quarter reflected the benefit of our product inventory and simplification initiatives. On an aggregate basis, adjusted gross margins adjusted for PFAS and other inventory reserves in both 2024 and 2023, were up 410 basis points. Operating expenses were down 15.6% for the year on a year-over-year basis. Excluding restructuring and legal expense in both the current and prior year, operating expenses were down 12.7%. Restructuring costs were $789,000 as we completed the remainder of our restructuring program. We expect very little restructuring costs in 2025. Adjusted EBITDA for the fourth quarter came in at $4.5 million versus zero in the prior year period. Looking ahead to 2025, we expect to see the benefits of our strategic initiatives continue to lift profitability. Feedback on our new product and overall assortment has been very strong for both the spring/summer and fall/winter seasons. Our forward order book looks to have upside potential based on these initial reads, although our overall top-line expectations remain cautious. Response to our new apparel line, in particular, has been better than we anticipated and we are working to chase the demand. Our mountain and climb divisions, which represent the core of our assortment, have sold in well and we believe that at once still in, could provide additional lift as retailers return to more normalized levels of ASAP orders. On the margin front, we see an opportunity to increase gross margins and decrease operating expenses in 2025. As a result of our prior restructuring, realizing the benefits from changing the way we work and improved simpler processes. The one caution in all of this, however, is tariffs. There's tremendous uncertainty and chaos in the market right now. Following the initial Trump tariff outlines, at the levels most recently proposed, there is no question prices will have to go up for consumers. The outdoor industry has absorbed inflationary pressures for too long. Prices simply have to go up. It's difficult at this point to understand what impact that may have on consumer sentiment and the macroeconomic environment. Our focus remains on controlling what we can, and in that regard, I feel confident both about our progress and our position for the year ahead. Once again, I'd like to acknowledge the hard work of our teams and the success of the organization in executing on so much transformational change in such a compressed time frame. Grateful and proud to be part of such a dynamic and creative organization and such a powerful brand. With that, Mike, I'll turn it back to you.

Thanks, Neil. Turning to slide nine, I'll begin with a summary of our financial performance in the fourth quarter. As a reminder and as we noted previously, given the sale of Precision Sport, segment for approximately $175 million which closed in the first quarter of 2024, our US GAAP results are comprised of our outdoor and adventure segments and results are referred to as continuing operations, except for the cash flow statement, which includes both continuing and discontinued operations. Fourth-quarter sales were $71.4 million compared to $76.5 million in the prior year fourth quarter. The 7% decline in total sales was driven by a decrease in the adventure segment of 23%, partially offset by the outdoor sales growth Neil just highlighted. Moving to consolidated gross margins in the fourth quarter, gross margins were 33.4% compared to 28.9% in the year-ago quarter. The improvement was primarily a result of the product simplification and SKU rationalization efforts in the outdoor segment that Neil just discussed, as well as lower PFAS inventory reserves. Margins were further helped by favorable channel mix at the Adventure segment due to lower OEM sales and higher MaxTracks revenue. The improvement was partially offset by a $2.3 million increase in adventure inventory reserves to address slow-moving and obsolete inventory. Consolidated adjusted gross margin reflects a PFAS reserve, which was $900,000 in the fourth quarter, as well as an inventory reserve increase in adventure of $2.3 million and inventory fair value adjustments relating to the Rocky Mounts acquisition. Adjusted consolidated gross margin was 38% compared to 34.7% in the year-ago quarter, a 330 basis point improvement. Adjusted gross margin by segment was as follows: Outdoor was 36.9%, up 410 basis points, and 40.6% in Adventure, up 230 basis points compared to last year. Q4 selling, general, and administrative expenses were $27.8 million compared to $30 million in the same year-ago quarter. The decrease was primarily due to lower retail expenses at the Outdoor because of our decision to close unprofitable retail stores as well as the successful implementation of other expense reduction initiatives to manage costs at the outdoor segment. This was partially offset by investments at the Adventure segment in global marketing, research and development, and e-commerce initiatives to accelerate growth. Adjusted EBITDA in the fourth quarter was $4.4 million, or an adjusted EBITDA margin of 6.1%, compared to adjusted EBITDA of $1.6 million or an adjusted EBITDA margin of 2.1% in the same year-ago quarter. Our adjusted EBITDA is adjusted for impairment charges related to goodwill and intangible assets, restructuring charges, transaction costs, stock compensation expenses, inventory fair value of purchase accounting, as well as PFAS inventory reserves and other inventory reserves in Adventure. Additionally, beginning the first quarter of 2024, we adjusted for legal costs associated with the Section 16(b) litigation and the Consumer Product Safety Commission known as the CPSC matter. These legal costs were only $47,000 in the fourth quarter. Fourth-quarter adjusted EBITDA by segment was $1.6 million at Adventure and $4.5 million at Outdoor. Adjusted corporate cost was $1.8 million in the fourth quarter. Next, let me shift to liquidity. At December 31, 2024, cash and equivalents were $45.4 million compared to $11.3 million at December 31, 2023. Total debt on December 31, 2024, was $1.9 million related to an obligation associated with the Rocky Mounts acquisition compared to $119.8 million at the end of 2023. As a reminder, our reduced debt and substantially improved cash position reflects the closing of the Precision Sports sale in February of 2024, and a termination repayment in full of our credit agreement. Consolidated cash taxes for the full year 2024 were $2.5 billion, which has allowed us to maintain most of the net cash realized from the sale of Precision Sport. The gain on the sale of Precision Sport was essentially tax-free except for some minimal state taxes that were due. Free cash flow defined as net cash provided by operating activities less capital expenditures for the fourth quarter of 2024 was $14.4 million compared to $13.3 million in the prior year quarter. Regarding our cash balances as of the first week of March of this year, it is essentially the same as a year ago. Subsequent to the closing of Precision Sport in the disposal of that segment, as we have discussed previously, Clarus has historically had net operating loss carryforwards for US federal income tax purposes. During 2024, the remaining NOLs were fully utilized. However, in the fourth quarter of 2024, we established a valuation allowance against certain deferred taxes through an increase to tax expense. Many of these deferred tax assets will reverse in the coming years and create taxable losses that will generate additional NOLs. Therefore, it is our expectation that we will have NOLs in the future to offset any US federal taxable income during the next few years. I would also like to comment on tariffs. To add to what Neil mentioned in his remarks, we are working with our vendors and shipping partners in real-time to mitigate the impact on our P&L. While the situation remains fluid and subject to further change, we estimate as of today that the current tariff posture could affect our gross margins by up to $2.5 million. This is a moving target, and we will continue to focus on what we are able to control and attempt to mitigate as much as possible as we proceed through 2025. Before turning to our outlook, I'd like to provide an update on the outstanding Section 16(b) securities litigation matters that the company is pursuing. We continue to proceed in our lawsuit against HAP Trading LLC and Mr. Harish A. Padilla. Both fact discovery and expert discovery have now been concluded. The court received a summary judgment from the defendant, a motion for a summary judgment from the defendant, as well as motions challenging our expert. We are waiting for the court to rule on this request for summary judgment. If this matter goes to trial, we expect the trial to commence towards the end of 2025. We also filed a lawsuit against Caption Management and its related entities and control persons. Those defendants filed a motion to dismiss on June 27, 2024. We filed opposition papers on July 25, 2024, and reply papers were filed on August 15, 2024. We are still waiting for the court to appoint on the motion to dismiss. On November 7, 2024, the company was notified by the CPSC that they referred to an unresolved matter with Black Diamond to the Department of Justice. In January of 2025, the Department of Justice served the company and Black Diamond with grand jury subpoenas requesting various categories of documents related to Black Diamond's avalanche beacons. We are cooperating with the request. Moving on to our 2025 outlook, I'm on slide ten. We expect full-year 2025 sales to range between $250 million and $260 million, and adjusted EBITDA from continuing operations is expected to be in the range of $14 to $16 million or an adjusted EBITDA margin of 5.9% at the midpoint of revenue and adjusted EBITDA. From a segment perspective, we are being cautious, particularly as it relates to venture sales and EBITDA guidance. We are assuming approximately flat top-line year over year due to weak auto sales in the core Australian and New

Thank you. Ladies and gentlemen, to ask a question, please press. To withdraw your question, please press star one more again. Please stand by while we compile the Q&A roster. Our first question comes from the line of Anna Glaessgen with B. Riley Securities. Line is open.

Hello, Anna. Evening. Thanks. Hi, Steve. How's it going? Thanks for taking my questions. There was a comment in Neil's prepared remarks, I think something to the effect of on the current level of sales and getting to double-digit EBITDA margin. I just want to clarify. Was he saying that, you know, on the current outdoor revenue base, there's a path to double-digit EBITDA margin? And if I'm misunderstanding, if you could clarify.

Well, yeah. You're understanding that correctly. We guided $175 million, and we think it will work towards a double-digit margin of EBITDA. It'll be lower in the first half of the year, and it'll be hopefully higher than double digits in the back half of the year. So on a consolidated full-year basis, you know, we're targeting in the double-digit or ten percent type EBITDA for the outdoor segment specifically. On that $175 million of revenue.

Perfect. Thanks. And then I want to touch on sentiment within the North American retail base. Given the dynamism of the current environment with tariffs, etcetera, to what extent has ordering behavior been disrupted in Q1 and to what extent are you kind of bracing for disruption over the next few months or so?

Neil, do you want to address that from a standpoint of our, you know, exposure to large retail?

Sure.

I think it's too early to tell because the short answer I think we feel good about where we are through the first two months of the year and probably a little bit ahead of our expectation. But I think the effect of all of this is really yet to hit. And I would say both at a retailer level and a consumer level. We have started to pick up some signals that consumer sentiment has been a little bit rattled by kind of the macroeconomic trade issues and tariffs. But I think at this point, we can't really see any material impact yet on our order book or the rate of sales relative to our expectation. I just think it's too early.

Got it. And then a related question, but similar. Could you comment, Mike, on kind of where inventory levels are in the IGD business or among the distributors and to what extent their ordering has potentially been disrupted as we navigate the current environment?

Yeah. No. I think, you know, over the last year, I've kind of said, you know, we've talked about stability in the North American market for the outdoor space. And I've also mentioned that I felt like IGD was about a year behind. I think in the fourth quarter, the IGD business exceeded our expectation and was up. Right? And as a result, I think inventories are normalizing there. Like, like we said they would or that we hope they would in Neil, you can add to that if you'd like, but I think that's what is going on. I think that the Asian markets that we go through are stabilizing as well.

Yeah. I think that's right, Mike. The recovery process has started. We haven't yet sort of got back to the peak year by any stretch of the imagination. And Mike's right that given that we go through another layer of distribution, and it takes an extra year to work all its way through, but we do see the IGD market starting to stabilize and come back. The one thing I might clarify regarding the fourth quarter is I mentioned in my remarks that there was a timing shift into the fourth quarter for IGD. Relatively small in the scheme of all of Black Diamond and Outdoor. But significant to the IGD business. And that was really to align our deliveries with when our vendors would ideally like to receive them. And that will be a permanent shift in our ordering pattern. We'll see a similar effect towards the end of the first half of this year and then we'll annualize that same shift in December of next year.

Thanks, Anna.

Thank you. Please stand by for our next question. Our next question comes from the line of Matt Koranda with Roth Capital. Line is open.

Hello, Matt. Good afternoon. Hey, Mike. So just I guess, I wanted to talk about the 2025 guidance. It does suggest there's still some structural cost savings that you guys have to go get with the revenue and sort of guided down, but the EBITDA like it's up about $8 million at the midpoint. Maybe you just wanted to hear Neil and Mathew separately break down where they see the biggest opportunities in their segments. And then is this more of a cost-cutting exercise in 2025 for each of you, or is it a product mix improvement exercise? Just trying to get a sense of how we should be thinking about the margin expansion. That sounds like it's pretty back-end weighted.

Matt, do you want to go first?

Yeah. Look. From a full-year point of view, as mentioned, we do see the back half of the year being crucial to the Adventure segments. It is the peak of our business as it relates to the home market, Q4 especially. And it's also when we start to realize a lot of investments into our NPD. So a lot of new products kicking in from July through to December. This does align specifically with our home markets. But also in relation to the timing it takes to get this new product to market. So do have that. In addition, there have been investments as Mike called out and as you've said on, into the US EMEA markets, and we see early signs of growth in EMEA. With our new head of sales going into new markets is a big focus on the Middle East. So there is further work to be done in terms of the delivery of that. And our focus on execution. Our home market of Australia, we are yet to realize investments in the DDC. So there is a heavy weight on that back half. And looking for continued improvements in our operating baseline.

And I would just say from the outdoor perspective, maybe frame the profitability improvement this way. We see OpEx on a run rate basis down 180 basis points on sales. So clearly a good lift there, but the real profit expansion in 2025 is from continued lift in our gross margin. As Warren said, expect that to be up year over year in the range of 350 to 450 basis points. So there's definitely flow-through and sort of annualization of the cost initiatives we've undertaken that will benefit us in 2025. And likewise, the annualization of the work we've done to improve the mix and our gross margin will give us an added lift on the margin line in 2025.

Okay. That's helpful from both of you guys. Thank you. So and then maybe you just Matt, if I can, can I just reconcile that to the consolidated guide? Right? I guided segment. Right? $175 million and $17 million of EBITDA. So almost ten percent, you know, approaching double-digit like Anna's question. For outdoor. And then, obviously, the $80 million at Adventure, I guided that around I guided that at $7 million. Right? $80 million. So a little north of eight percent EBITDA. The $17 million and the $7 million is the $24 million less than $9 million of corporate cost is the $15 million of consolidated full-year guidance at the midpoint.

Yep. Understood. Appreciate your time. Together, Mike. And then on the was unclear, I guess. One thing I wanted to clarify was that the tariff impact that you guys mentioned, the potential tariff impact of $2.5 million to the gross margin line, is that in the guidance for the year, or is that incremental to the guidance?

That would be a headwind to the guidance. We're saying it could be zero to up to $2.5 million. As Neil mentioned and as I reconfirm, you know, things are changing daily, right, from the, you know, the commentary from the White House. You know, we are working with, you know, our partners whether that's our shipping partners, our vendors. And as Neil referred to, we're also looking at pricing. Right? So we're going to try to mitigate this, you know, but then, you know, the ball is kind of moving. And, you know, that's why we're kind of we didn't want to be silent when we spoke about tariffs, but we think it could be anywhere from zero to $2.5 million.

Yeah. It's not in the numbers.

But it's not in the numbers? Yeah. Just there's nothing in the numbers. Understood. Just to be clear. Okay.

Yeah. I appreciate that clarity. And then maybe just any thoughts on initial thoughts on Rocky Mounts and what that does for you guys in the Adventure segment? Curious kind of how to think about scale there and how it might be built into the 2025 outlook and some of the synergies you might see there.

Yeah. No. We're excited. We're excited about Rocky Mounts. We think that's an excellent entree into the North American market. Right? I've told several folks that the North American market's a little different than the Australian market, meaning, you know, a third of the market here in North America is bike racks. The other third is cargo boxes, luggage boxes, and the other third is racks and accessories. Right? And starting here in 2024 and 2025, we're going to be one, you know, a player in the luggage boxes and the bicycle racks. So from a North American market, I think it's critical to unlock that growth that we've been chasing, you know, the last three years since, you know, then so super excited about Rocky Mount. Here. I also think it opens up opportunities in our Australian wholesale market because several of our wholesale partners in Australia are excited about the product and, you know, want to place the orders as well. Matt, well, what did I miss? What would you add?

Matt, Mike, you touched on Aditya. That looks the great thing is that immediately upon our acquisition, we got a larger distribution footprint. We've been present in the US market for some time. And what this brings is the critical product category to our entire industry. As Mike mentioned, but it also gave us almost double the footprint of distribution for the US. So that's probably the most important call-out. The other thing is with the infrastructure we've got there being able to invest with a, you know, now a robust and solid sales team, and marketing team based in Denver, we can accelerate that. On the flip side, the one other call-out I'd say is it was a distributor presence in all of the markets. It was very much a US-focused brand and product line. With great partners around the world, one of which was in Australia, we've been able to take that over. So having direct control and really being able to ramp it up in our home market where we do have the brand presence and distribution already for Rhino Rack and MaxxRacks and Tread, so on that side, pretty exciting to be able to get a fantastic brand with incredible products has great product reviews. Under control and into the hands of our sales and marketing team. So that's really helping lead the way and open doors across both markets in 2025.

Okay. Great. Maybe just if I could ask one more on the front quarter here. Just it seems like the top-line guide at least applies some erosion in the business since the beginning of the year. So maybe just wanted to see if you could talk about trends you're seeing in each segment. It sounds like Adventure is probably still the bigger drag in the near term. I'd be also curious to hear about sort of trends year to date in Outdoor because you know, you just kind of flip positive in the fourth quarter. But I guess the guide for the first quarter implies maybe some more negativity in the near term.

Well, let's I think we are seeing some weakness in the Adventure business in the whole, you know, it I kind of gave that as an assumption of why we're kind of trying to be conservative around the $80 million full-year guide for Adventure. We are seeing some weakness in the wholesale market in Australia towards a direct result of lower car sales. You know, it's auto sales in Adventure in Australia are down. They were just starting to go down in the back half of last year, and they continue to underperform. And so we are seeing that weakness in our home market. And so that's part of the reason for the year-over-year decline in the first-quarter revenue guide. You also have to consider at Outdoor, though, we have started the year pretty strong. Stronger than we anticipated. So, you know, we are kind of fighting a couple of different dynamics in the markets right now. So but Neil mentioned that he has seen some strength across his markets here as we start the New Year.

And, Mike, if I could just add one point of clarity to that, please. Certainly. Sorry. There is a little bit of a non-comp factor at Outdoor in Q1, which is that IGD shift I talked about. Where? We shifted to a better timing for our distributors into November and December of 2024. So that sort of comes out of the first quarter. We'll see that basically get a pickup in the second quarter as we shift as we make a comparable shift from Q3 into Q2. So again, Hana. On a run rate basis, it sort of evens out. There's a little bit of a step back. Just from that shift alone. And then think there's some other timing issues between Q1 and Q2, but we don't see we don't see a run rate decline on a comparable basis in Q1.

Yeah. I think that as I look at the phasing of the outdoor business, the first half in 2025 looks to be about similar to the first half of 2024.

I think Mike is the house of August. Point of view. Just to balance it. So with the new team led by Tripp in the US, we are seeing a positive start to the year. And this has really been aided by Rocky Mountain as discussed. We're also seeing growth across the Alameda region, but the challenge we've got is that is offset and the largest part of our business in our home markets. There are two key factors that we are basically wanting to be reasonably conservative on. One, whilst our OEM partner is ramping up, in Q1 and Q2, we're taking a very pragmatic approach to that and we don't want to bank on it too much. We get to see the fruits of that startup come in and so we're lowering our expectations on that. Secondly, as we work through in partnership with one of our largest wholesale partners here, we have looked to see how we can get them back on track from a brand and inventory point of view. It's not a direct impact. It was not directly related to us per se as a brand and products. It's across the entire category for them. As they kind of restructured their own business. So I think it's a tale of two halves. Our international investments are paying off and we're seeing early fruits. But the challenges at the size at the moment versus our home market. It is a very conservative approach to Q1 and Q2.

K. Appreciate all the color guys. I'll leave it over.

Thank you. Thanks, Ben. Please stand by for our next question. Our next question comes from the line of Laurent Vasilescu with BNP Paribas. Your line is open.

Good afternoon. Thank you very much for taking my question. Mike, I wanted to ask, since 60% of your revenues is overseas, and FX has moved quite violently over the last, you know, six months three months. Excuse me. I'm curious to know what's embedded in your didn't download single digits for reported revenues. I should be assuming that FX is, like, a 300 basis point headwind to top line for fiscal year 2025.

Well, it's right. I in my prepared remarks, I commented it was about $8 million on the full year. About $4 million per each segment. And you are right that the dollar has strengthened significantly, and against the euro and the Aussie dollar. So think it's about $4 million of headwind that we're facing this year. But for each segment.

Okay. Thank you, Mike, for clarifying that. And then Rocky Mount, it looks like from the 10-K, your purchase price is about $6 million. Curious to know how much, in terms of revenue, should it contribute to fiscal year 2025?

You know, it that is a great question. Right? I mean, I think as you just heard Mathew describe, you know, we've taken over the Australian distribution into that market. We see that as a huge opportunity. We, you know, it's been favorably received here in the US. You know, as we've introduced it into our distribution network. You know, historically, that business had only done $4 or $5 million of revenue annually. So we're excited, but, you know, we're trying to be cautiously conservative with what we expect from that here. But we have plenty of opportunities to grow that business is, you know, because of the importance of, like I had mentioned, the bike rack and how important that is here in the US market. I don't have an exact number for you, but that historically, you know, it's been a relatively small business. You're right. We paid about $6 million for it. But we think with, you know, the founder has trusted us, you know, with kind of with his baby to, you know, try to expand his business and grow it across, you know, across globally, both here in the US and in Australia.

Okay. Very helpful. And then gross margins adjusted gross margins for the year in 2024 it reached 37.5. Trying to understand the bridge to get to the EBITDA margin. It sounds like is that is it driven by gross margins? No. FX sorry, FX tariffs. Could be an impact, but trying to understand how to put together the P&L here for 2025. Right? Yeah. That's right, Mike. Thank you.

I think for 2025, you know, Neil reinforced what Warren said. It you know, they're targeting a lot of the improvement. It's at Outdoor is driven by enhanced gross margin. We're targeting 350 to 450 basis points of gross margin improvement. So if you kind of split that, right, got 36% margin, you know, in the back is second half of the year would be a lot closer to 40% for outdoor. And same with Adventure. Adventure's adjusted gross margin at this fourth quarter was 40%. We will continue to I think if you model that at 40%, that's probably reasonable as well. Because we will continue to invest and grow the business. Invest in the business. At Adventure.

Very helpful. And the last question is you mentioned about PEATs. How big is PEATs? And just in case, like, we see a press release that's up this year. It's obviously too small for you guys to really make like, have a call for this. But, like, how big is that business?

Yeah. We haven't we haven't, yeah, we haven't broken it out, but we will out a press release on that.

Okay. Wonderful. Thank you very much, and best of luck.

K. Thank you.

Thank you. Please stand by for our next question. Our next question comes from the line of Peter McGoldrick with Stifel. Your line is open.

Thanks, guys. Neil, a question for you. You pointed to solid growth in A and B styles in the fourth quarter. Can you update us on the mix of these styles versus your overall aspirations in 2025 as you move towards an optimal product mix? And how are you planning the progression across 2025 on a product tiering perspective?

Sure, Peter. So in the fourth quarter, the A styles were about 73% of our inventory. And I think the comparable number last year would have been in the low sixties or high fifties down. So much more of our inventory stacked against the A styles, Clifford had helped drive the growth that we saw. And we've seen every quarter find the percentage of our inventory against the A styles go up sequentially. I think it's about where it needs to be now at around 73%. It's never going to be a dollar for dollar 80% of inventory, 80% of sales, because they do turn faster and you need some of the other assortment to complete the mix. Right. It's pretty close to optimal now. I think that was part one on inventory. Did I answer that?

It's just, like, how you were planning it in across 2025, but it sounds like you're nearing your optimal product mix.

Yes. We are.

Okay. Then, Mike, I've got one for you. Just a clarification question on the first-quarter guidance. Revenue down high teens and there's a shift factor from the IGD business and outdoor. Could you be more deliberate on the numbers, what we should expect for outdoor and adventure revenue in the first quarter?

Well, we haven't given that number, but we did give this, you know, $55 to $57 million. In breakeven EBITDA, right, for the first quarter. You know, I think that shift is, you know, that Neil talked about at IGD, it's probably closer to $37, $38 million of in the remainder. Right? $18, $20 million at Adventure.

Okay. Thank you very much. I'll pass it on.

Thank you.

Ladies and gentlemen, at this time, I would now like to turn the call back to Mike Yates for closing remarks.

Great. Thank you. Thank you, Tawana. I just want to thank everyone very much. I appreciate everyone attending the call this afternoon and your continued support and interest in Clarus. Look forward to updating you on our results again next quarter. Thank you again. Appreciate it. Bye-bye.