As we have communicated in prior quarters, we are establishing new baselines for our brands. During this transition period, our leadership teams of both Outdoor and Adventure spent much of 2023 identifying areas for structural change, business process improvement and enhanced operational efficiencies. Incremental initiatives in the fourth quarter included taking sharp action on inventory and product categories that we view as non-core going forward while exiting unprofitable retail decisions from prior years. We entered 2024 with highly capable leadership teams committed to increasing profitability and unlocking new opportunities while continuing to build the foundation to scale and achieve operating leverage in future years. Before discussing those segments in greater depth, let me first address the monetization of our Precision Sports segment.

Last week, we completed the $175 million sale, which represents a highly successful outcome for Clarus. I'd like to highlight that we invested approximately $132 million in this segment since 2017, and during our ownership period, Precision Sports returned nearly $94 million of cash to Clarus. Inclusive of the gross proceeds from the sale, we generated nearly $270 million during our ownership period. Importantly, the proceeds from the sale allow us to retire all of Clarus's outstanding debt. Our balance sheet is now debt-free with approximately $43 million of cash on hand that provides flexibility in how we pursue our long-term value creation objectives and growth initiatives. From an operating perspective, Clarus has now simplified around two traditional Outdoor brands without the overhang from the association with ammunition.

We believe that our platform offers an attractive entry point into two consumer segments with broad appeal and tailwinds, supporting growth as we enter a more normalized post-COVID environment. In the near term, our capital allocation strategy will focus on strengthening our existing operating businesses, either through reinvestment in our high-margin categories or through bolt-on product acquisitions that enhance our brands. Turning to our two remaining segments, Outdoors and Adventure, we are confident that we have two leaders in place, fully capable of driving Clarus' turnaround. We believe that we are at different points in the reset of both segments, but each segment is showing signs that the steps taken thus far are positive. These brands are leaders in their respective core categories, and we expect that they will rebound as the market stabilizes and reaches a new normal.

We continue to believe that we are in the early stages of our action plan and recognize that our strategic initiatives require patience. You'll hear more from both Neil Fiske and Matt Hayward at our upcoming Investor Day, where they will share details on the significant strides we've taken in our strategic review, including rebuilding top-level leadership, re-engaging with our customer base, and restarting the product development pipeline with a focus on delivering enhanced product margins. While we are excited to share our longer-term vision next week, I would like to take a moment now to discuss Q4 developments. After turning the corner in Q3, Adventure had its best quarter of the year with 43% sales growth and gross margins of 38.1%. This reflected increasing sales in the Australian market and the benefit of the TRED Outdoors acquisition.

Our contacts, excluding the acquisition of TRED, our gross margins increased 700 basis points over the prior year period. We are pleased with the intermediate steps management has taken to improve overall profitability. Our revenue growth in the quarter was largely driven by the introduction of the new Pioneer 6 platform in Australia and the first delivery of deliveries to a new OEM customer for an upcoming product launch. With respect to Pioneer 6, this marks the first major new product launch in the last 15 months. The Pioneer range is the hallmark of the Rhino-Rack and we are excited to bring to market the portfolio of accessories that complemented over the next 12 months, along with other new product launches throughout 2024. With respect to Outdoor, sales for the quarter were down 9.4% over the prior year period.

However, when zooming into the various selling channels, we began to see signs of stabilization, particularly in North American wholesale, which picked up 2% over the prior comparable period. This was driven by increases that are national accounts offset by continued challenges in certain key accounts, mainly big box partners and the specialty channel. And North American e-commerce sales were up 3% in the period, offset by lower pro sales.

slowness: Our core climbing business was off 4% for the period, but it's important to note that we are seeing repurchasing trends in the first quarter of 2024 to fill shelves back to normalized stock levels. I am excited about our potential to build long-term value in Outdoor. Neil has brought on an excellent team that is energized to bring the Black Diamond brand forward. While we believe we have identified the necessary changes, it takes time for those adjustments to manifest themselves in terms of performance. We continue to stress simplification throughout the organization. One of the core tenants of prior versions of Black Diamond was a focus on fast innovation and speed to market. Neil and team have taken a balanced approach to product, building a plan to reduce SKUs nearly 30% while focusing on fewer, better products.

As part of that process, we took a critical view of necessary products and categories and the associated inventory levels. You will see that we have taken an inventory write down of $4.2 million in the quarter, most of which is associated with these actions. Mike will cover this in greater detail in a moment. In summary, while 2023 was a transition year for Clarus, we are excited to begin 2024 with a solid foundation in place, driven by continued strong momentum in Adventure and operational progress in Outdoor. After completing the sale of our Precision Sports segment, we are now debt free with over $40 million of cash on our balance sheet and the financial strength and flexibility to create sustainable value for shareholders.

cost reduction: With that, thank you for being with us today, and I will turn the call over to Mike now.

Michael Yates: Thanks, Warren, and good afternoon, everyone. I'll start with our performance in the fourth quarter. But before I dive into our reported results, I'd like to share a summary of our performance inclusive of both continuing and discontinuing operations. As Warren mentioned, we announced the sale of Precision Sports on December 29, 2023, and completed and closed on the sale of the segment for approximately $175 million on February 29, 2024. Accordingly, under U.S. GAAP, the financial statements have been presented on continuing operations and discontinued operations presentation. The financials and results of the Precision Sports segment have been segregated and reported as assets and liabilities held for sale on the December 31, 2023 balance sheet, and the income statement has been reported under discontinued operations for all periods presented in today's earnings release and in our Form 10-K filed earlier today.

In the fourth quarter, sales of Precision Sports were $18.3 million, which exceeded our expectation compared to the guidance we gave when reporting our third quarter 2023 results. Including Precision Sports, total fourth quarter sales were $94.8 million. This compares favorably to the $83 to $87 million we guided for the fourth quarter. For the full year sales, including the contributions of Precision Sports, we delivered sales of approximately $376 million, which again reflects our performance versus our guidance range of $364 to $368 million of revenue. From an adjusted EBITDA perspective, Precision Sport generated $26.8 million for the full year 2023 on sales of nearly $90 million, or 29.8% EBITDA margin. And $4.9 million of adjusted EBITDA in the fourth quarter are 26.7% on the $18.3 million of revenue.

Beginning today, going forward, our U.S. GAAP results will be comprised of our Outdoor and Adventure segments and results will be referred to as continuing operations. Fourth quarter sales from continuing operations were $76.5 million compared to $73.8 million in the prior year fourth quarter, driven largely by the strength at our adventure segment. The strength at Adventure was partially offset by softness in the European region at Outdoor, consistent with the softness we discussed during our last call. On a reported basis, sales were up 3.6%. On a constant currency basis, sales were up 3.8%. FX was not material in the fourth quarter, as you can see. Our Adventure segment saw its best quarter of the year. Sales increased 43% to $26.4 million, or $26.6 million on a constant currency basis compared to $18.5 million in the year ago quarter.

This increase reflects increased sales in the Australian market and the benefit of the TRED Outdoors acquisition announced during the fourth quarter. TRED contributed approximately $1.7 million of revenue in the fourth quarter. The Adventure business has started to benefit from various initiatives, including the TRED acquisition, new product development, new customers, and a new global leadership team under the direction of Matt Hayward. New channels, new products, and new customers will be critical as we grow Adventure in 2024. And we are excited to introduce Matt Hayward at our Investor Day, as Warren mentioned on Monday, March 11, to share our vision for Adventure in more detail. Sales in the Outdoor segment was $50.1 million, or $50 million on a constant currency basis compared to $55.3 million in the year ago quarter.

The decline primarily reflected continued challenging market conditions in both North America and the European wholesale market, as well as the unseasonably warm winter weather. Notably, however, we are beginning to see the wholesale market stabilize both in North America and Europe. Our business simplification initiatives are beginning to take hold as we operate in the first quarter of 2024. This process and the benefit from our simplification journey will be ongoing throughout 2024. The good news is the North American wholesale market is stabilizing. However, our direct-to-consumer channels still are very highly promotional, as the market continues to work through excess inventory levels. During the fourth quarter, we made some adjustments to our retail strategy, which is part of our D2C business.

As Warren alluded to, we closed four retail locations. However, we also opened a new outlet locations in Seattle, Washington area, and are committed to open a flagship retail store in the Seattle area as well. The Seattle metro area has proven to be a highly attractive market based on strong D2C e-commerce sales, based on the demographics we review. Moving to consolidated gross margins, in the fourth quarter, gross margin was 28.9% compared to 37.2% in the year ago quarter. The decrease in gross margin was primarily due to a $4.2 million inventory reserve right off at the Outdoor segment during the fourth quarter. The bulk of this reserve resulted from our category review and product simplification process that will reduce SKUs from around 14,000 to under 10,000.

Another material contributor to the reserve was the recently announced PFAS regulation change. PFAS is an evolving industry issue that we'll be dealing with throughout 2024. PFAS is a chemical used in many products to create the waterproof benefit found in many outdoor goods, including our apparel. Certain states in the USA have banned the sale products containing PFAS, beginning in 2025, and some large retailers would no longer accept or purchase any products of PFAS beginning this summer. We are actively managing the end of life of our products containing PFAS during 2024, but depending on our execution and the market reaction to these regulatory changes, we may have further exposure to PFAS inventory during 2024. This exposure is both inventory on hand and commitments to buy inventory containing PFAS from our vendors.

Other than the PFAS risk, we believe we have right-size and probably valued our inventory at Outdoor based on this fourth quarter action. Inventory ended the year at outdoor of $64.8 million. Total inventory for continuing operations was $91 million. Gross margin at the Adventure segment improved to 38.1% from 31.7% in the year ago quarter. This increase was due to cost out initiatives to right-size of business earlier in the year, as well as lower freight cost. The adjusted gross margin in the fourth quarter was 29.0% compared to 37.2% in the year ago quarter related to inventory step up due to the TRED Outdoor's acquisition. Selling, general administrative expenses in the fourth quarter were $30.7 million compared to $29.9 million in the same year ago quarter.

The increase was attributed to the Outdoor segment with higher legal and marketing expenses compared to the prior year. Loss from continuing operations in the fourth quarter of 2023 was $7.2 million, a loss of $0.19 per diluted share compared to a net loss from continuing operations of $83.3 million or $2.25 per diluted share in the year ago quarter. Net loss in the fourth quarter included $1.5 million of one-off charges related to restructuring and transaction costs, as well as the $4.2 million inventory reserve. The net loss in the fourth quarter of 2022 included a non-cash impairment charge of $92.3 million in the Adventure segment. Adjusted loss from continuing operations was a net loss of $2.8 million or $0.07 per diluted share compared to adjusted income from continuing operations of $4.4 million or $0.11 cents per diluted share in the year ago quarter.

Adjusted EBITDA in the fourth quarter was a negative $3.5 million or an adjusted EBITDA margin of negative 4.5%. This compares to $3.6 million or an adjusted EBITDA margin of 4.9% in the same year ago quarter. The decline in adjusted EBITDA was primarily driven by continuing challenging market conditions at Outdoor and increasing the inventory reserves at Outdoor and higher legal and marketing expenses. By segment, adjusted EBITDA was negative $4.6 million at Outdoor primarily due to the inventory reserve of $4.2 million in the fourth quarter. Adjusted EBITDA at Adventure for the fourth quarter was $3.9 million or 14.8%. Let me shift now over to liquidity. At December 31, 2023, cash and cash equivalents were $11.3 million compared to $12 million at December 31, 2022.

Total debt on December 31, 2023 was $119.8 million compared to $139 million at the end of 2022. After the closing of the sales Precision Sports last week, our total debt today is zero. The credit agreement was terminated and repaid in full at closing and cash of approximately $43 million is on our balance sheet as of today. We expect to realize the gain on the sales Precision Sports in the first quarter of 2024. The gain will be recognized through discontinued operations. The expected cash tax expense is only expected to be $2 million to $3 million allowing us to maintain most of the net cash realized from the sales Precision Sports. Free cash flow defined as net cash provided by operating activities less capital expenditures for the fourth quarter of 2023 was $13.3 million compared to $30.3 million in the prior year quarter.

These free cash flow results include both continuing and discontinued operating results. As a reminder, we have NOL carry forwards for U.S. federal income tax purposes of approximately $7.7 million at December 31, 2023. The company expects to utilize all the remaining NOLs in their entirety in 2024. Clarus utilized $103 million of NOLs during the ownership period of Precision Sports from 2017 to 2023. Let me share a few additional thoughts regarding capital allocation, adding to Warren's comment. Our near term capital allocation strategy will prioritize organic growth through reinvestment in our existing two businesses. Beyond organic growth, we will pay our quarterly dividends and selectively look at smaller bolt-on M&A opportunities to add to our Adventure business, just like we did in the fourth quarter with the purchase of TRED.

Otherwise, throughout 2024, we will continue to focus on cash generation through our continued right-size in the inventory and growth of our businesses with the intent of letting cash grow on our balance sheet as we work on growing and improving the profitability of our existing businesses. Before looking forward to our financial guidance, I would like to highlight that we continue to proceed in our lawsuit against HAP Trading LLC and Mr. Harsh A. Padia. The parties conducted expert debt positions on February 29, March 1 and March 6 of 2024. At this time, there is no further discovery to be conducted. The parties must submit a joint letter to the court on March 13, stating among other things whether or not they plan to file a motion for summary judgment.

Counsel for the parties are required to meet in person to discuss settlement within 14 days of the closing of discovery. The parties are required to submit a joint pre-trial order within 30 days of the closing of discovery, or if a summary judgment motion has been filed within 30 days of a decision on such motion. Included in our earnings for the year was approximately $1.4 million of legal and related cost associated with this lawsuit. The company also intends to file similar complaints against Parallax Volatility Advisers, LP and Caption Management, LLC. Moving on to our outlook for 2024. We expect 2024 sales to range between $270 million to $280 million and adjusted EBITDA from continued operations of approximately $16 million to $18 million, or an adjusted EBITDA margin of 6.2% at the midpoint of revenue and adjusted EBITDA.

We expect capital expenditures to range between $4 million and $5 million, and free cash flow to range between $18 million and $20 million for the full year 2024. First quarter sales are expected to be between $64 million and $66 million, and adjusted EBITDA is expected to be between $1 million and $2 million. Our Outlook does not include any expense or ongoing litigation specifically relating to the Hap-matter or further increases in PFAS-related inventory reserves, but it does reflect the early results of our effort to achieve less complexity, better margins, and a streamlined business as we grow our Outdoor and Adventure segments. As we look forward to 2024, I'd like to reinforce what Warren said about the monetization of Precision Sports segments.

During our ownership of Precision Sports, the segment returned nearly $270 million of cash declares. We believe this was a very successful outcome. It is emblematic of the value creation potential of our businesses and the teams who lead them. We're excited about our new positioning as a per-plate Outdoor business, and believe we have a strategy in place today to deliver growth and profitability in 2024 and beyond. At this point, operator, we're ready to take questions.

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