Michael Yates
Analyst · ROTH Capital. Please go ahead
Thank you, Neil. Turning to Slide 8. I'll begin with a summary of our financial performance in the second quarter. As a reminder, and as we have noted previously, given the sale of Precision Support segment for approximately $175 million, which was closed in the first quarter of this year, our U.S. GAAP results are comprised of Outdoor and the Adventure segment, and the results are referred to as continuing operations. Second quarter sales were $56.5 million compared to $57.9 million in the prior year second quarter. The 3% decline in total sales was driven by a decrease in the Outdoor segment of 10% that Neil just mentioned. This is was partially offset by Adventure segment sales growth of 14%. Overall, FX was immaterial in this quarter. Moving to the consolidated gross margins. In the second quarter, gross margin was 36.1% compared to 39% in the year-ago quarter. The decrease was primarily attributable to an increase in the PFAS-related inventory reserves, unfavorable product mix in Outdoor and higher inventory and sales return reserve expenses for the Adventure segment. Adjusted gross margin adjusted for the PFAS reserve that Neil mentioned, which was $716,000 in the quarter, adjusted gross margin adjusting for the PFAS reserve of 37.4% compared to 39% in the year ago quarter. Q2 selling and general and administrative expenses were $28.1 million compared to $26.9 million in the same year ago quarter. The increase was primarily due to additional investments in marketing initiatives at Adventure as well as higher employee-related expenses across the company, including higher bonus expense and the 15 new employees added to the Adventure segment to help scale the business. These investments were partially offset by expense reduction initiatives at the Outdoor segment to manage cost as well as lower intangible amortization. Our adjusted EBITDA loss in the second quarter was $1.9 million or an adjusted EBITDA margin of negative 3.4%, compared to an adjusted EBITDA of $1.0 million or an adjusted EBITDA margin of 1.7% in the same year ago quarter. Our adjusted EBITDA is adjusted for restructuring charges, transaction costs, contingent consideration benefit and stock compensation expense as well as PFAS inventory reserves. Additionally, beginning in the first quarter of the year, we adjusted for legal costs associated with the Section 16B litigation and the Consumer Product Safety Commission, known as the CPSC matter. These legal costs were $399,000 in the second quarter. Second quarter adjusted EBITDA by segment was $1.2 million at Adventure and a loss of $400,000 at Outdoor. Adjusted corporate costs was $2.7 million in the second quarter. Next, let me shift to liquidity. At June 30, 2024, cash and cash equivalents were $46.2 million compared to $11.3 million at December 31, 2023. Total debt at June 30, 2024, was zero compared to $119.8 million at the end of 2023. Our reduced debt and substantial improved cash position reflects the closing of the Precision Sports sale in February of 2024 and the termination and repayment in full of our credit agreement. Consolidated cash tax expenses for the full-year is expected to be $3 million to $4 million, which will allow us to maintain most of the net cash realized from the Precision Sports sale. Free cash flow, defined as net cash provided by operating activities less capital expenditures for the second quarter of 2024 was an outflow of $700,000. We expect to generate approximately $25 million of free cash flow in the second half of 2024. If achieved, our cash balance would be north of $70 million compared to the $46.2 million at June 30, 2024. As a reminder, we have NOL carryforwards for U.S. federal income tax purposes of approximately $7.7 million at the end of December of 2023. The company expects to utilize all the remaining NOLs in their entirety this year. Before turning to our outlook, I would like to provide an update on the outstanding Section 16B securities litigation matters that the company is pursuing. We continue to proceed in our lawsuit against HAP Trading, LLC and Mr. Harsh A. Padia, Both fact discovery and expert discovery have now been concluded. The court set the following schedule for HAP's summary judgment motion and challenge to our expert witness. Motion papers were served on May 9 of 2024. Opposition papers were served on July 9, 2024, and reply papers are due by August 9 of 2024. If this matter goes to trial, we would expect the trial to commence sometime in 2025. We also have filed a lawsuit against Caption Management and its related entities and control persons. Those defendants filed a motion to dismiss on June 27. We filed opposition papers on July 25, and reply papers are due by August 15. Moving on to our 2024 outlook on Slide 9. We have reaffirmed our topline guidance and continue to expect sales to range between $270 million and $280 million for the full-year 2024. Adjusted EBITDA from continuing operations is now expected to be approximately $11 million to $14 million or an adjusted EBITDA margin of 4.5% at the midpoint of revenue and adjusted EBITDA. We now expect capital expenditures to range between $6 million and $7 million and adjusted free cash flow to range between $7 million to $9 million for the full-year 2024, excluding $2 million of cash outflow related to Precision Sports prior to the disposal. Consistent with our historical seasonal pattern, the second half accelerated compared to the first half. Therefore, third quarter sales are expected to be between $70 million and $75 million and adjusted EBITDA is expected to be between $3 million and $4 million. I want to reiterate that our outlook does not include any expense or ongoing litigation specifically relating to Section 16B matters, the CPSC matter or further increases to the PFAS-related inventory reserves. Before I move on from discussing our outlook. I want to be very clear regarding what has changed. We still expect Outdoor revenue to be approximately $185 million and Adventure sales to be $90 million for the full-year 2024. This is consistent with the guidance we have been sharing since our Investor Day back in early March in New York City. We also continue to expect the Outdoor business to generate $14.5 million of adjusted EBITDA, representing a nearly 8% margin. The change today compared to our prior guidance is that we now expect the Adventure segment to only generate a 10% EBITDA margin compared to the 15% margin we shared earlier in the year. This is a $4.5 million impact on the adjusted EBITDA and is the bridge between our new guidance at the midpoint of $12.5 million and our prior guidance at the midpoint of $17 million for adjusted EBITDA. The obvious question is why the decrease from 15% to 10%. And the answer, we believe we have a tremendous strategic plan to take an iconic market-leading Australian/New Zealand roof rack brand and turn it into a global brand. And in order to do that, we need to make investments to scale the business. We are continuing to make these investments here in 2024 despite challenging market conditions. These investments, as Mat outlined, include new team members in critical leadership positions, marketing investments, technology investments and supply chain investments to name just a few. Finally, as Neil discussed, we are reviewing strategic alternatives for the PIEPS snow safety brand with the intention of soliciting interest from potential acquirers. This strategic initiative is aligned with our prioritization of simplifying the business and rationalizing our product categories. The company's Board of Directors has not set a timetable to complete this review and evaluation of strategic options nor have they made a decision relating to strategic options at this time. There can be no assurance that the review process will result in any transaction that will be consummated. The company and the company's Board of Directors do not intend to comment further about the strategic review unless and until they deem further disclosure is appropriate. As we look towards the future, we are confident that Clarus is well positioned to drive sustainable, profitable growth, supported by outstanding leadership and a debt-free balance sheet. We remain in the early stages of a multiyear strategic plan but believe the investments we have made to scale our Adventure business and simplifying the Outdoor business and product categories are expected to deliver significant long-term benefits to declared shareholders as market continuations normalize. At this point, operator, we are ready to take questions.