UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
| CLARUS
CORPORATION |
| (Exact Name of registrant as specified in its charter) |
| Delaware |
001-34767 |
58-1972600 |
|
(State or other jurisdiction
of incorporation or organization) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
|
2084 East 3900 South
Salt Lake City, Utah |
84124 |
| (Address of principal executive offices) |
(Zip Code) |
|
Michael J. Yates
(801) 278-5552 |
| (Name and telephone number, including area code, of the person to contact in connection with this report) |
Check the appropriate box to indicate the rule
pursuant to which this form is being filed, and provide the period to which the information in this form applies:
| x | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1)
for the reporting period from January 1 to December 31, 2023 |
Section 1 – Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and
Report
Conflict Minerals Disclosure
A copy of this Form SD and the Conflict Minerals
Report, filed as Exhibit 1.01 hereto, are publicly available on the Internet website of Clarus Corporation (the “Company”)
at www.claruscorp.com under the tab “All SEC Filings” within the section called “SEC Filings”. The information
contained on the Company’s website is not incorporated by reference into this Form SD or the Company’s Conflict Minerals Report
and should not be considered part of this Form SD or the Conflict Minerals Report.
Item 1.02 Exhibit
The Conflict Minerals Report required by Item
1.01 is filed as Exhibit 1.01 to this Form SD.
Section 2 – Exhibits
Item 2.01 Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.
| CLARUS CORPORATION |
| |
|
|
| |
|
|
| By: |
/s/ Michael J. Yates |
|
Date: May 31, 2024 |
|
| |
Name: Michael J. Yates |
|
| |
Title: Chief Financial Officer |
|
Exhibit 1.01
Conflict
Minerals Report
in accordance with Rule 13p-1 under the Securities
Exchange Act of 1934, as amended
Introduction
This is the Conflict Minerals Report for Clarus
Corporation (NASDAQ: CLAR) (the “Company,” “Clarus,” “we,” “us” or “our”),
filed with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with Rule 13p-1 under the Securities Exchange
Act of 1934, as amended (the “Rule”), for the reporting period from January 1, 2023 to December 31, 2023. The Rule was adopted
by the SEC to implement reporting and disclosure requirements related to conflict minerals as directed by the Dodd-Frank Wall Street Reform
and Consumer Protection Act of 2010. The Rule imposes certain reporting obligations on SEC registrants whose manufactured products contain
conflict minerals which are necessary to the functionality or production of their products. “Conflict minerals” are defined
by the SEC as cassiterite, columbite-tantalite, wolframite (and their derivatives, which are limited to tin, tantalum and tungsten) and
gold.
The Rule imposes certain reporting obligations
on SEC registrants whose products contain conflict minerals that are necessary to the functionality or production of their products (such
minerals are referred to as “necessary conflict minerals”), excepting conflict minerals that, prior to January 31, 2013, were
located “outside of the supply chain” (as defined in the Rule).
For products which contain necessary conflict
minerals, the registrant must conduct in good faith a reasonable country of origin inquiry (“RCOI”) designed to determine
whether any of the conflict minerals originated in the Democratic Republic of the Congo (“DRC”) or an adjoining country (collectively
with the DRC, the “Covered Countries”). If, based on such inquiry, the registrant determines that the necessary conflict minerals
contained in its products did not originate in a Covered Country or came solely from recycled or scrap sources, or has no reason to believe
that any of the necessary conflict minerals contained in its products may have originated in a Covered Country or may not be solely from
recycled or scrap sources, the registrant must disclose its determination and briefly describe the RCOI it undertook in making its determination
and the results of the inquiry it performed.
Products which do not contain necessary conflict
minerals that directly or indirectly finance or benefit armed groups in the Covered Countries are considered “DRC conflict free”.
Numerous terms in this Conflict Minerals Report are defined in the Rule and the reader is referred to that source and to SEC Release No.
34-67716 issued by the SEC on August 22, 2012, for such definitions.
1. Company Overview
Headquartered in Salt
Lake City, Utah, Clarus is a global leading designer, developer, manufacturer and distributor of best-in-class outdoor equipment and lifestyle
products focused on the outdoor enthusiast markets. Each of our brands has a long history of continuous product innovation for core and
everyday users alike. During the year ended December 31, 2023, the Company’s products were principally sold globally under the Black
Diamond®, Sierra®, Barnes®, Rhino-Rack®, MAXTRAX®, and TRED Outdoors® brand names through outdoor specialty and
online retailers, our own websites, distributors and original equipment manufacturers.
Each of our brands represents
a unique customer value proposition. Supported by six decades of proven innovation, Black Diamond is an established global leader in high-performance,
activity-based climbing, skiing, and technical mountain sports equipment. The brand is synonymous with premium performance, safety and
reliability. Our previously owned Sierra and Barnes brands have been leading specialty manufacturers of bullets and ammunition for over
50 years. Since 1947, Sierra has been dedicated to manufacturing the highest-quality, most accurate bullets in the world for hunting and
sport shooting enthusiasts. Barnes traces its history back to 1932, and since 1989 has manufactured technologically-advanced, lead-free
bullets and premium ammunition for hunters, range shooters, military and law enforcement professionals. On February 29, 2024, the Company
and Everest/Sapphire Acquisition, LLC, its wholly-owned subsidiary, completed the sale of all of the equity associated with the Company’s
Precision Sport segment, which was comprised of the Company’s Sierra and Barnes brands. Founded in 1992, our Rhino-Rack brand is
a globally-recognized designer and distributor of highly-engineered automotive roof racks and accessories to enhance the outdoor enthusiast’s
overlanding experience. Founded in 2005, our MAXTRAX brand offers high-quality overlanding and off-road vehicle recovery and extraction
tracks for the overland and off-road market. Founded in 2012, our TRED Outdoors brand offers high-quality, reliable outdoor and recovery
gear for the offroad, 4x4 automotive touring, camping and caravanning markets.
2. Products Overview
Certain products that we manufacture or contract
to manufacture contain tungsten (tungsten carbide is used in our ski pole tips, trekking pole tips, ice tool heads, the JetForce avalanche
airbag system and some of our headlamps, avalanche beacons, probes and bullets), tin (solder is used in plating zippers for our apparel
line, tents and backpacks and in the assembly of our headlamps, the JetForce avalanche airbag system, avalanche beacons, heated gloves,
some of our probes and a tin alloy is used in some of our bullets), tantalum (used in capacitors in electrical circuit boards in headlamps,
the JetForce avalanche airbag system, avalanche beacons, probes and heated gloves) and gold (used in the assembly of some of our headlamps
and in the JetForce avalanche airbag system). We determined that during the year ended December 31, 2023, we manufactured and contracted
to manufacture certain products containing certain conflict minerals and that the use of these minerals is necessary to the functionality
or production of these products.
3. Supply Chain Overview
Our supply chain is complex. There are multiple
tiers between the Company and the mines which produce and supply the conflict minerals used in our products. Accordingly, we rely on our
direct suppliers to provide information on the origin of the conflict minerals contained in components which are included in our products.
The methods we used in our attempts to seek to determine the origin of conflict minerals in our products included, but were not limited
to:
| · | sending letters to our relevant suppliers and
explaining the rule and its reporting requirements; |
| · | soliciting survey responses from relevant active
suppliers of components of our products, using the standard Conflict Minerals Reporting Template designed by the Electronic Industry Citizenship
Coalition (“EICC”) and the Global e-Sustainability Initiative (“GeSI”); |
| · | soliciting responses similar to information provided
in the Conflict Mineral Reporting Template from relevant suppliers of non-electronic components; |
| · | reviewing responses that we received from our
suppliers and following up on inconsistent, incomplete and inaccurate responses; and |
| · | sending reminders to suppliers who did not respond
to our requests for information. |
4. Reasonable Country of Origin Inquiry and
Conclusion
We conducted a comprehensive product review to
identify suppliers using conflict minerals in, or in the manufacture of, any of our products and found that certain conflict minerals
can be found in small amounts in some of our products and are necessary to the functionality or production of those products. Therefore,
we are subject to the reporting obligations of the Rule.
We conducted a survey of our relevant active suppliers
using the template developed by the EICC and the GeSI, known as the Conflict Minerals Reporting Template (the “Template”).
The Template was developed to facilitate disclosure and communication of information regarding smelters or refiners that provide material
to a company’s supply chain. It includes questions regarding a company’s conflict-free policy, engagement with its direct
suppliers, and a listing of the smelters or refiners the company and its suppliers use. In addition, the Template contains questions about
the origin of conflict minerals included in such company’s products, as well as supplier due diligence. This Template is widely
adopted by many companies in their due diligence processes related to conflict minerals.
During our year ended December 31, 2023 review,
we identified fourteen (14) suppliers who fell within the scope of our RCOI. We contacted these suppliers and provided them with the Template
to facilitate their responses to us. Detailed records and metrics were kept on all incoming survey responses and all supplier communication.
Throughout this process we were committed in our attempts to properly assess the breadth of our supply chain and the year-over-year improvements
in the completeness and validity of the smelter or refiner data submitted.
We received responses back from all fourteen (14)
suppliers, and of these responses we were able to conclude that the conflict minerals used by seven (7) of these suppliers did not originate
from a Covered Country. Seven (7) of the responses from these suppliers were inadequate to reasonably demonstrate that the country of
origin of the conflict minerals was not a Covered Country. All suppliers who did not provide adequate information in their respective
responses are being tracked and further engaged for providing an acceptable response to our internal conflict minerals management team.
Due to the breadth and complexity of our products
and supply chain, it will take time for many of our suppliers to verify the origin of all of the conflict minerals, and they may not succeed
in determining the origin of all or any such conflict minerals.
Despite having conducted a good faith RCOI and
due diligence process and based on the responses we received, we do not currently have sufficient information from our suppliers or other
sources to (i) determine the country of origin of all of the conflict minerals used in each of our products or (ii) identify the facilities
used to process those conflict minerals.
The Company believes that the inquiries and investigations
described above represent a reasonable effort to determine the mines or locations of origin of the conflict minerals in our products.
Using our supply chain due diligence processes and various improvements we have made and further planned engagement with suppliers, we
hope to further develop transparency into our supply chain.
5. Conflict Minerals Status Analysis and Conflict
Status Conclusion
We have concluded that, based on our RCOI and
related due diligence, we do not have sufficient information to make a determination as to the status of the conflict minerals we use
in the manufacture or production of our products.
6. Due Diligence Program
6.1. Conflict Minerals Policy
Our policy with respect to the sourcing of conflict
minerals can be found at www.claruscorp.com, under the tab “Governance Documents” within the section called “Governance”.
The content of any website referred to in this report is included for general information only and is not incorporated by reference in
this report.
6.2. Due Diligence Process
6.2.1. Design of Our Due Diligence and Description
of the Due Diligence Process
Our due diligence processes and efforts have been
developed in conjunction with the third edition of the Organization for Economic Co-operation and Development (“OECD”) Due
Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. We designed our due diligence
processes to seek to conform in all material respects with these OECD guidelines.
Our conflict minerals due diligence processes
include, but are not limited to: the development of a conflict minerals policy, establishment of governance structures with cross functional
team members and senior executives, and communication with suppliers. We took measures to seek to ensure that the findings of our supply
chain risk assessment are reported by our internal conflicts minerals management team to designated members of our senior management,
including our Chief Financial Officer. Our internal conflict minerals management team, which includes members across our various departments,
including purchasing, compliance and finance departments, oversees our conflict minerals compliance activities. Our Senior Director of
Quality oversees our conflict minerals due diligence processes at the Black Diamond and PIEPS brands and our Quality Manager oversaw our
conflict minerals due diligence processes for the Sierra and Barnes brands.
6.2.2. Record Maintenance
We have established our due diligence compliance
process and a documentation and record maintenance procedure to seek to ensure the retention of relevant documentation.
6.3. Steps to Be Taken to Mitigate Risk and
Maturing Due Diligence Program
As we continue to seek to develop our due diligence
program, we expect to enhance our supplier communications and to improve our due diligence data accuracy in order to seek to mitigate
the risk that the necessary conflict minerals contained in our products could benefit armed groups in the Covered Countries (see Item
9 below).
7. Identify and Assess Risk in the Supply
Chain
Because of our size, the breadth and complexity
of our products, and the constant evolution of our supply chain, it is difficult to identify any conflict minerals utilized from our direct
suppliers. As a downstream purchaser of conflict minerals, our due diligence measures can provide only reasonable, not absolute, assurance
regarding the source and chain of custody of the necessary conflict minerals. Our due diligence processes are based on the necessity of
seeking data from our direct suppliers who, in turn, seek similar information within their own supply chains to identify the original
sources of the necessary conflict minerals, and as a result the Company is unable to validate whether certain smelters or refiners identified
by our suppliers’ sources are from or are located in the Covered Countries or are actually in the Company’s supply chain.
Additionally, such sources of information may yield inaccurate or incomplete information and may be subject to fraud, despite our best
efforts to validate and confirm the information. Therefore, the Company is not providing an aggregated list of the smelters and refiners
in the Company’s supply chain or an aggregated list of the potential countries of origin from which those smelters and refiners
collectively source conflict minerals.
8. Audit of Supply Chain Due Diligence
We do not have a direct relationship with any
of the smelters and refiners of the conflict minerals used in our products, nor do we perform direct audits of them or the other entities
in our supply chain. However, we do rely upon industry efforts to influence smelters and refineries to participate in the EICC/GeSI Conflict-Free
Smelter Program.
9. Continuous Improvement Efforts to Mitigate
Risk
We intend to undertake the following next steps
to seek to continue to improve our due diligence process and to gather additional information which will assist us to determine whether
the conflict minerals we utilize benefit armed groups contributing to human rights violations:
| · | continue to conduct and report annually on supply
chain due diligence for the applicable conflict minerals; |
| · | enhance vendor acceptance process by obtaining
a mutual commitment to compliance of our conflict mineral policy prior to initiating orders with new vendors; |
| · | improve our supplier communication processes,
including maintaining supplier evaluations on an individual company-by-company basis, which will govern our communication and next steps,
including escalation based on incomplete responses; |
| · | continue to monitor supplier performance to previously
requested action plans and implement an escalation process for underperforming or unresponsive suppliers; |
| · | examine the possibility of establishing new terms
and conditions in supplier contracts that stipulate responses to conflict mineral related inquires; and |
| · | compare the smelters and refiners identified
in the supply chain survey against the list of smelter facilities which have been identified as “conflict free” by programs
such as the Electronic Industry Citizenship Coalition / Global e-Sustainability Initiative (EICC/GeSI) Conflict Free Smelter Program. |
Forward-Looking Statements
Please note that in this Conflict Minerals Report
we may use words such as “appears,” “anticipates,” “believes,” “plans,” “expects,”
“intends,” “future” and similar expressions which constitute forward-looking statements within the meaning of
the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We caution that forward-looking statements are not
guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. Examples
of forward-looking statements include, but are not limited to, statements concerning the additional steps that the Company intends to
take to mitigate the risk that conflict minerals that are necessary to the functionality or production of products that it manufactures
or contracts to manufacture finance benefit armed groups contributing to human rights violations. Forward-looking statements are made
based on our expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties.
Potential risks and uncertainties that could cause future events to differ materially from those expressed or implied in this Conflict
Minerals Report may be found in our public reports filed with the Securities and Exchange Commission, including our Annual Report on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We caution that forward-looking statements are not guarantees and
that actual results could differ materially from those expressed or implied in the forward-looking statements. All forward-looking statements
included in this Conflict Minerals Report are based upon information available to the Company as of the date of this Conflict Minerals
Report, and speak only as of the date hereof. We assume no obligation to update any forward-looking statements to reflect events or circumstances
after the date of this Conflict Minerals Report.
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