UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

xQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended:September 30, 2019March 31, 2020

 

or

 

¨Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from _________ to _________

 

Commission File Number:001-34767

 

CLARUS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware58-1972600

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

 

2084 East 3900 South

Salt Lake City, Utah

84124
(Address of principal executive offices)(Zip code)

 

(801) 278-5552

(Registrant’s telephone number, including area code)

(801) 278-5552
(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yesx No¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yesx No¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer¨Non-accelerated filer¨
    
Accelerated filerxSmaller reporting companyx¨
   

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.¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ Nox

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $.0001 per shareCLARNASDAQ Global Select Market

 

As of October 30, 2019,May 6, 2020, there were 29,759,620 shares of common stock, par value $0.0001, outstanding.

  

 

 

 

INDEX

 

CLARUS CORPORATION

 

PART IFINANCIAL INFORMATIONPage
   
PART IFINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited) 
   
 Condensed Consolidated Balance Sheets – September 30, 2019March 31, 2020 and December 31, 201820193
   
 Condensed Consolidated Statements of Comprehensive Income – Three months ended September 30,March 31, 2020 and 2019 and 20184
Condensed Consolidated Statements of Comprehensive Income – Nine months ended September 30, 2019 and 20185
   
 Condensed Consolidated Statements of Cash Flows – NineThree months ended September 30,March 31, 2020 and 2019 and 201865
   
 Condensed Consolidated Statements of Stockholders’ Equity – NineThree months ended September 30,March 31, 2020 and 2019 and 201876
   
 Notes to Condensed Consolidated Financial Statements87
   
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations2218
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk3125
   
Item 4.Controls and Procedures3125
   
PART IIOTHER INFORMATION 
   
Item 1.Legal Proceedings3226
   
Item 1A.Risk Factors32
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds3226
   
Item 6.Exhibits3428
   
Signature Page3529

 

2

2

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

CLARUS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except per share amounts)

         

 September 30, 2019  December 31, 2018  March 31, 2020  December 31, 2019 
Assets                
Current assets                
Cash $1,851  $2,486  $12,796  $1,703 
Accounts receivable, less allowance for doubtful accounts of $528 and $392, respectively  41,717   35,943 
Accounts receivable, less allowance for credit losses and        
doubtful accounts of $889 and $494, respectively  38,834   41,628 
Inventories  73,535   64,933   69,084   73,432 
Prepaid and other current assets  5,171   5,115   5,881   3,787 
Income tax receivable  -   24   326   322 
Total current assets  122,274   108,501   126,921   120,872 
                
Property and equipment, net  22,640   23,401   22,781   22,919 
Other intangible assets, net  16,649   19,416   15,006   15,816 
Indefinite lived intangible assets  41,547   41,694   41,570   41,630 
Goodwill  18,090   18,090   18,090   18,090 
Deferred income taxes  7,648   7,904 
Other long-term assets  3,748   2,026   3,100   3,034 
Total assets $224,948  $213,128  $235,116  $230,265 
                
Liabilities and Stockholders' Equity                
Current liabilities                
Accounts payable and accrued liabilities $28,275  $21,489  $19,817  $24,304 
Income tax payable  -   210   88   260 
Current portion of long-term debt  -   41 
Total current liabilities  28,275   21,740   19,905   24,564 
                
Long-term debt  24,908   22,105   32,063   22,670 
Deferred income taxes  2,144   2,919   1,188   1,224 
Other long-term liabilities  797   159   451   615 
Total liabilities  56,124   46,923   53,607   49,073 
                
Stockholders' Equity                
Preferred stock, $.0001 par value; 5,000 shares authorized; none issued  -   - 
Common stock, $.0001 par value; 100,000 shares authorized; 33,605 and 33,244 issued and 29,750 and 29,748 outstanding, respectively  3   3 
Preferred stock, $.0001 par value; 5,000        
shares authorized; none issued  -   - 
Common stock, $.0001 par value; 100,000 shares authorized;        
33,615 and 33,615 issued and 29,760 and 29,760 outstanding, respectively  3   3 
Additional paid in capital  491,546   488,404   492,966   492,353 
Accumulated deficit  (300,235)  (304,577)  (289,300)  (288,592)
Treasury stock, at cost  (22,269)  (18,102)  (22,269)  (22,269)
Accumulated other comprehensive (loss) income  (221)  477 
Accumulated other comprehensive income (loss)  109   (303)
Total stockholders' equity  168,824   166,205   181,509   181,192 
Total liabilities and stockholders' equity $224,948  $213,128  $235,116  $230,265 

 

See accompanying notes to condensed consolidated financial statements.

 


3

CLARUS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands, except per share amounts)

             

 Three Months Ended 
 Three Months Ended  March 31, 2020  March 31, 2019 
 September 30, 2019  September 30, 2018      
Sales             
Domestic sales $28,794  $26,168  $28,548  $30,589 
International sales  31,409   29,518   25,007   30,629 
Total sales  60,203   55,686   53,555   61,218 
                
Cost of goods sold  39,646   35,829   35,043   39,162 
Gross profit  20,557   19,857   18,512   22,056 
                
Operating expenses                
Selling, general and administrative  16,443   15,773   17,370   17,580 
Restructuring charge  -   22   -   13 
Transaction costs  37   50   250   46 
                
Total operating expenses  16,480   15,845   17,620   17,639 
                
Operating income  4,077   4,012   892   4,417 
                
Other (expense) income        
Interest expense  (353)  (303)
Other expense        
Interest expense, net  (311)  (310)
Other, net  (420)  102   (531)  (23)
                
Total other expense, net  (773)  (201)  (842)  (333)
                
Income before income tax  3,304   3,811   50   4,084 
Income tax benefit  (188)  (316)
Income tax expense  14   297 
Net income  3,492   4,127   36   3,787 
                
Other comprehensive income (loss), net of tax:                
Foreign currency translation adjustment  (726)  (54)  (401)  (373)
Unrealized income (loss) on hedging activities  759   (193)
Unrealized gain (loss) on hedging activities  813   (89)
Other comprehensive income (loss)  33   (247)  412   (462)
Comprehensive income $3,525  $3,880  $448  $3,325 
                
Net income per share:                
Basic $0.12  $0.14  $0.00  $0.13 
Diluted  0.11   0.14   0.00   0.12 
                
Weighted average shares outstanding:                
Basic  29,876   29,739   29,760   29,748 
Diluted  31,077   30,166   30,942   30,673 

 

See accompanying notes to condensed consolidated financial statements.

 


4

CLARUS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands, except per share amounts)

 

  Nine Months Ended 
  September 30, 2019  September 30, 2018 
Sales        
Domestic sales $87,805  $79,667 
International sales  80,610   75,167 
Total sales  168,415   154,834 
         
Cost of goods sold  109,810   101,290 
Gross profit  58,605   53,544 
         
Operating expenses        
Selling, general and administrative  51,215   48,692 
Restructuring charge  13   86 
Transaction costs  124   383 
         
Total operating expenses  51,352   49,161 
         
Operating income  7,253   4,383 
         
Other (expense) income        
Interest expense  (978)  (1,020)
Other, net  (260)  31 
         
Total other expense, net  (1,238)  (989)
         
Income before income tax  6,015   3,394 
Income tax benefit  (570)  (359)
Net income  6,585   3,753 
         
Other comprehensive (loss) income, net of tax:        
Foreign currency translation adjustment  (869)  (546)
Unrealized income on hedging activities  171   721 
Other comprehensive (loss) income  (698)  175 
Comprehensive income $5,887  $3,928 
         
Net income per share:        
Basic $0.22  $0.13 
Diluted  0.21   0.12 
         
Weighted average shares outstanding:        
Basic  29,841   29,939 
Diluted  30,999   30,162 

 

See accompanying notes to condensed consolidated financial statements.


CLARUS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

       

 Nine Months Ended  Three Months Ended 
 September 30, 2019  September 30, 2018  March 31, 2020  March 31, 2019 
Cash Flows From Operating Activities:                
Net income $6,585  $3,753  $36  $3,787 
Adjustments to reconcile net income to net cash provided by operating activities:                
Depreciation of property and equipment  3,332   3,314   1,117   1,103 
Amortization of intangible assets  2,665   2,902   772   889 
Amortization of debt issuance costs  206   371   77   64 
Loss on disposition of property and equipment  62   11 
(Gain) loss on disposition of property and equipment  (3)  31 
Noncash lease expense  501   -   171   159 
Loss from removal of accumulated translation adjustment  -   172 
Stock-based compensation  2,246   2,067   613   785 
Deferred income taxes  (551)  (539)  4   162 
Changes in operating assets and liabilities, net of acquisition:        
Changes in operating assets and liabilities:        
Accounts receivable  (6,480)  (4,007)  2,568   (1,921)
Inventories  (9,310)  (3,182)  4,061   2,589 
Prepaid and other assets  3   443   (1,103)  (295)
Accounts payable and accrued liabilities  6,559   2,421   (4,675)  (1,655)
Income taxes  (183)  (114)  (139)  7 
Net cash provided by operating activities  5,635   7,612   3,499   5,705 
                
Cash Flows From Investing Activities:                
Purchase of business, net of cash received  -   (345)
Proceeds from disposition of property and equipment  20   5   3   1 
Purchase of property and equipment  (2,838)  (1,854)  (1,302)  (1,046)
Net cash used in investing activities  (2,818)  (2,194)  (1,299)  (1,045)
                
Cash Flows From Financing Activities:                
Proceeds from revolving credit facilities  106,934   101,331   20,160   51,941 
Repayments on revolving credit facilities  (104,088)  (99,572)  (10,767)  (55,732)
Repayments of financing and capital leases  (31)  (29)  -   (31)
Payment of debt issuance costs  (680)  (1,032)
Purchase of treasury stock  (4,167)  (4,709)
Proceeds from exercise of stock options  896   467 
Cash dividends paid  (2,243)  (741)  (744)  (746)
Net cash used in financing activities  (3,379)  (4,285)
Net cash provided by (used in) financing activities  8,649   (4,568)
                
Effect of foreign exchange rates on cash  (73)  16   244   (56)
                
Change in cash  (635)  1,149   11,093   36 
Cash, beginning of period  2,486   1,856   1,703   2,486 
Cash, end of period $1,851  $3,005  $12,796  $2,522 
                
Supplemental Disclosure of Cash Flow Information:                
Cash paid for income taxes $131  $296  $182  $75 
Cash paid for interest $781  $700  $252  $258 
Supplemental Disclosures of Non-Cash Investing and Financing Activities:                
Property and equipment purchased with accounts payable $133  $155  $94  $145 
Property and equipment acquired through a capital lease $-  $123 
Lease liabilities arising from obtaining right of use assets $1,855  $-  $80  $1,516 

 

See accompanying notes to condensed consolidated financial statements.

                 


5

 

CLARUS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

(In thousands)thousands, except per share amounts)

                                               

                    Accumulated    
        Additional           Other  Total 
  Common Stock  Paid-In  Accumulated  Treasury Stock  Comprehensive  Stockholders' 
  Shares  Amount  Capital  Deficit  Shares  Amount  Income (Loss)  Equity 
Balance, December 31, 2017  32,917  $3  $485,285  $(310,390)  (2,875) $(12,415) $499  $162,982 
Net income  -   -   -   403   -   -   -   403 
Other comprehensive income  -   -   -   -   -   -   714   714 
Stock-based compensation expense  -   -   499   -   -   -   -   499 
Balance, March 31, 2018  32,917  $3  $485,784  $(309,987)  (2,875) $(12,415) $1,213  $164,598 
Net loss  -   -   -   (777)  -   -   -   (777)
Other comprehensive loss  -   -   -   -   -   -   (292)  (292)
Purchase of treasury stock  -   -   -   -   -   (217)  -   (217)
Stock-based compensation expense  -   -   656   -   -   -   -   656 
Balance, June 30, 2018  32,917  $3  $486,440  $(310,764)  (2,875) $(12,632) $921  $163,968 
Net income  -   -   -   4,127   -   -   -   4,127 
Other comprehensive loss  -   -   -   -   -   -   (247)  (247)
Cash dividends ($0.025 per share)  -   -   -   (741)  -   -   -   (741)
Purchase of treasury stock  -   -   -   -   (519)  (4,492)  -   (4,492)
Stock-based compensation expense  -   -   912   -   -   -   -   912 
Proceeds from exercise of options  327   -   467   -   -   -   -   467 
Balance, September 30, 2018  33,244  $3  $487,819  $(307,378)  (3,394) $(17,124) $674  $163,994 
                    Accumulated    
        Additional           Other  Total 
  Common Stock  Paid-In  Accumulated  Treasury Stock  Comprehensive  Stockholders' 
  Shares  Amount  Capital  Deficit  Shares  Amount  Income (Loss)  Equity 
                         
Balance, December 31, 2018  33,244  $3  $488,404  $(304,577)  (3,496) $(18,102) $477  $166,205 
Net income  -   -   -   3,787   -   -   -   3,787 
Other comprehensive loss  -   -   -   -   -   -   (462)  (462)
Cash dividends ($0.025 per share)  -   -   -   (746)  -   -   -   (746)
Stock-based compensation expense  -   -   785   -   -   -   -   785 
Balance, March 31, 2019  33,244  $3  $489,189  $(301,536)  (3,496) $(18,102) $15  $169,569 

 

                    Accumulated    
        Additional           Other  Total 
  Common Stock  Paid-In  Accumulated  Treasury Stock  Comprehensive  Stockholders' 
  Shares  Amount  Capital  Deficit  Shares  Amount  Income (Loss)  Equity 
Balance, December 31, 2018  33,244  $3  $488,404  $(304,577)  (3,496) $(18,102) $477  $166,205 
Net income  -   -   -   3,787   -   -   -   3,787 
Other comprehensive loss  -   -   -   -   -   -   (462)  (462)
Cash dividends ($0.025 per share)  -   -   -   (746)  -   -   -   (746)
Stock-based compensation expense  -   -   785   -   -   -   -   785 
Balance, March 31, 2019  33,244  $3  $489,189  $(301,536)  (3,496) $(18,102) $15  $169,569 
Net loss  -   -   -   (694)  -   -   -   (694)
Other comprehensive loss  -   -   -   -   -   -   (269)  (269)
Cash dividends ($0.025 per share)  -   -   -   (748)  -   -   -   (748)
Purchase of treasury stock  -   -   -   -   (116)  (1,505)  -   (1,505)
Stock-based compensation expense  -   -   783   -   -   -   -   783 
Proceeds from exercise of options  351   -   804   -   -   -   -   804 
Balance, June 30, 2019  33,595  $3  $490,776  $(302,978)  (3,612) $(19,607) $(254) $167,940 
Net income  -   -   -   3,492   -   -   -   3,492 
Other comprehensive income  -   -   -   -   -   -   33   33 
Cash dividends ($0.025 per share)  -   -   -   (749)  -   -   -   (749)
Purchase of treasury stock  -   -   -   -   (243)  (2,662)  -   (2,662)
Stock-based compensation expense  -   -   678   -   -   -   -   678 
Proceeds from exercise of options  10   -   92   -   -   -   -   92 
Balance, September 30, 2019  33,605  $3  $491,546  $(300,235)  (3,855) $(22,269) $(221) $168,824 
                    Accumulated    
        Additional           Other  Total 
  Common Stock  Paid-In  Accumulated  Treasury Stock  Comprehensive  Stockholders' 
  Shares  Amount  Capital  Deficit  Shares  Amount  Income (Loss)  Equity 
                         
Balance, December 31, 2019  33,615  $3  $492,353  $(288,592)  (3,855) $(22,269) $(303) $181,192 
Net income  -   -   -   36   -   -   -   36 
Other comprehensive income  -   -   -   -   -   -   412   412 
Cash dividends ($0.025 per share)  -   -   -   (744)  -   -   -   (744)
Stock-based compensation expense  -   -   613   -   -   -   -   613 
Balance, March 31, 2020  33,615  $3  $492,966  $(289,300)  (3,855) $(22,269) $109  $181,509 

 

See accompanying notes to condensed consolidated financial statements.

 


6

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except per share amounts)

 

NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying unaudited condensed consolidated financial statements of Clarus Corporation and subsidiaries (which may be referred to as the “Company,” “Clarus,” “we,” “us” or “our”) as of September 30, 2019March 31, 2020 and December 31, 20182019 and for the three and nine months ended September 30,March 31, 2020 and 2019, and 2018, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments, except otherwise disclosed) necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included. The results offor the three and nine months ended September 30, 2019March 31, 2020 are not necessarily indicative of the results to be obtained for the year ending December 31, 2019.2020. These interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018,2019, filed with the Securities and Exchange Commission (the “SEC”). on March 9, 2020.

 

Clarus, incorporated in Delaware in 1991, acquired Black Diamond Equipment, Ltd. (“Black Diamond Equipment”) and Gregory Mountain Products, LLC (“Gregory Mountain Products”) in May 2010 and changed its name to Black Diamond, Inc. in January 2011. In July 2012, we acquired POC Sweden AB and its subsidiaries (collectively, “POC”) and in October 2012, we acquired PIEPS Holding GmbH and its subsidiaries (collectively, “PIEPS”).

On July 23, 2014, the Company completed the sale of certain assets to Samsonite LLC comprising Gregory Mountain Products’ business. On October 7, 2015, the Company sold its equity interests in POC.

 

On August 14, 2017, the Company changed its name from Black Diamond, Inc. to Clarus Corporation and its stock ticker symbol from “BDE” to “CLAR” on the NASDAQ stock exchange. On August 21, 2017, the Company acquired Sierra Bullets, L.L.C. (“Sierra”). On November 6, 2018, the Company acquired the assets of SKINourishment, Inc. (“SKINourishment”).

 

On August 6, 2018, the Company announced that its Board of Directors approved the initiation of a quarterly cash dividend program of $0.025 per share of the Company’s common stock (the “Quarterly Cash Dividend”) or $0.10 per share on an annualized basis.  The declaration and payment of future Quarterly Cash Dividends is subject to the discretion of and approval of the Company’s Board of Directors. On October 28, 2019,May 1, 2020, the Company announced that, in light of the COVID-19 pandemic, its Board of Directors approved the payment on November 15, 2019 of thehad temporarily replaced its Quarterly Cash Dividend to thewith a stock dividend. Each record holdersholder of shares of the Company’s common stock as of the close of business on November 8, 2019.

On November 6, 2018,May 11, 2020 (the “Record Date”) will be entitled to receive 0.00234 of a share of the Company’s common stock for each share of common stock held on the Record Date. The Company acquiredwill distribute the assetsstock dividend on May 22, 2020, the distribution date. No fractional shares will be issued, and stockholders will receive cash for such fractional interests based on the closing market price of SKINourishment, Inc. (“SKINourishment”).the Company’s common stock on the Record Date. The quarterly stock dividend will have a value of $0.025 per share, based on the closing market price on April 30, 2020. The dividend reflects an aggregate distribution of approximately 70 shares with a market value of approximately $744.

 

Nature of Business

 

Headquartered in Salt Lake City, Utah, Clarus, a company focused on the outdoor and consumer industries, is seeking opportunities to acquire and grow businesses that can generate attractive shareholder returns. The Company has net operating tax loss carryforwards which it is seeking to redeploy to maximize shareholder value. Clarus’ primary business is as a leading designer, developer, manufacturer and distributor of outdoor equipment and lifestyle products focused on the climb, ski, mountain, sport and skincare markets. The Company’s products are principally sold under the Black Diamond®, Sierra®, PIEPS® and SKINourishment® brand names through outdoor specialty and online retailers, distributors and original equipment manufacturers throughout the U.S. and internationally.

 

Through our Black Diamond, PIEPS, and SKINourishment brands, we offer a broad range of products including: high performancehigh-performance, activity-based apparel (such as shells, insulation, midlayers, pants and logowear); rock-climbing footwear and equipment (such as carabiners, protection devices, harnesses, belay devices, helmets, and ice-climbing gear); technical backpacks and high-end day packs; trekking poles; headlamps and lanterns; gloves and mittens; and skincare and other sport-enhancing products. We also offer advanced skis, ski poles, ski skins, and snow safety products, including avalanche airbag systems, avalanche transceivers, shovels, and probes. Through our Sierra brand, we manufacture a wide range of high-performance bullets and ammunition for both rifles and pistols that are used for precision target shooting, hunting and military and law enforcement purposes.

 

Impact of COVID-19

The global outbreak of COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020 and has negatively affected the U.S. and global economy, disrupted global supply chains, and resulted in significant travel and transport restrictions and disruption of financial markets. The impact of this pandemic has created significant uncertainty in the global economy and has affected our business, employees, retail and distribution partners, suppliers, and customers.

8

7

 

 

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

(in thousands, except per share amounts)

The decline in retail demand over the second half of March 2020 negatively impacted our sales and profitability for the first quarter of 2020. We also expect an adverse impact on the Company’s sales and profitability in future periods. The duration of these trends and the magnitude of such impacts cannot be precisely estimated at this time, as they are affected by a number of factors (some of which are outside management’s control), including those presented in Item 1A. Risk Factors of this Quarterly Report.

We are mitigating some of the negative impacts to our operating results by taking significant actions, including postponing non-essential capital expenditures, reducing operating costs, modulating production in line with demand, initiating workforce reductions and furloughs, and substantially reducing discretionary spending. We will continue to adjust mitigation measures as needed related to health and safety. Those measures might include temporarily suspending manufacturing or retail operations, modifying workspaces, continuing social distancing policies, implementing new personal protective equipment or health screening policies at our facilities, or such other industry best practices needed to continue maintain a healthy and safe environment for our employees amidst the pandemic.

As the impact of the COVID-19 pandemic on the economy and our operations evolves, we will continue to assess the impact on the Company and respond accordingly. Sustained adverse impacts to the Company, certain suppliers, dealers or customers may also affect the Company’s future valuation of certain assets and therefore may increase the likelihood of an impairment charge, write-off, or reserve associated with such assets, including goodwill, indefinite and finite-lived intangible assets, property and equipment, inventories, accounts receivable, tax assets, and other assets.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The more significant estimates relateEstimates are used to purchase price allocation,record the allowance for credit losses and doubtful accounts, liabilities for product warranties, excess or obsolete inventory, valuation of deferred tax assets, and valuation of goodwill, long-lived assets, goodwill and other intangible assets. We base our estimates on historical experience and other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.

 

Significant Accounting Policies

 

Lease Accounting Pronouncements not yet adopted

 

OnIn March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides temporary optional expedients and exceptions to existing guidance on contract modifications and hedge accounting to facilitate the market transition from existing reference rates, such as the London Inter-Bank Offered Rate (“LIBOR”) which is being phased out in 2021, to alternate reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The standard was effective upon issuance and allowed application to contract changes as early as January 1, 2019,2020. The provisions have impact as contract modifications and other changes occur while LIBOR is phased out. The Company is in the Company adopted Accounting Standards Codification (“ASC”) Topic 842,Leases,process of evaluating the optional relief guidance provided within this ASU. Management will continue its assessment and electedmonitor regulatory developments during the prospective method which was applied to all leases in effectLIBOR transition period.

NOTE 2. INVENTORIES

Inventories, as of January 1, 2019. Results for reporting periods beginning after January 1,March 31, 2020 and December 31, 2019, are presented under the new guidance, while prior period amounts are not adjusted and continue to be presented in accordance with ASC Topic 840,Leases.were as follows:

 

Under the new guidance, lessees are required to recognize a lease liability and a right-of-use (“ROU”) asset for all leases with terms greater than 12 months. Leases are now classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. Classification is based upon the underlying asset’s existence, nature and timing of ownership transfer in the related lease. Leases previously defined as operating leases record lease expense based upon the related ROU asset amortization and lease liability interest expense using the interest method over the life of the lease. Leases previously defined as capital leases are now classified as a finance lease with no material changes to the accounting methodology.

  March 31, 2020  December 31, 2019 
       
Finished goods $55,380  $59,452 
Work-in-process  6,885   7,474 
Raw materials and supplies  6,819   6,506 
  $69,084  $73,432 

 

ASC 842 provides new guidance that resulted in recording the present value of ROU assets and related lease liabilities for the Company’s outstanding operating leases over the remaining lease term at January 1, 2019 totaling $1,516.

8

 

Lease assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists.  Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease.  These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate.  Lease terms include options to extend or terminate the lease when it is reasonably certain that those options will be exercised.

 

Variable lease payments are generally expensed as incurred and include certain nonlease components, such as common area maintenance and other services provided by the lessor, and other charges such as utilities, insurance and property taxes included in the lease.  Leases with an initial term of 12 months or less are not recorded on the balance sheet, and the expense for these short-term leases and for operating leases is recognized on a straight-line basis over the lease term. Nonlease components are excluded from the ROU asset and lease liability present value computations. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Certain of the leases contain extension options of one to five years. At January 1, 2019, the Company is uncertain as to whether the extension options will be executed. Accordingly, no extension options were considered in the present value computations of the ROU assets or related lease liabilities.

The Company elected the package of practical expedients in transition for leases that commenced prior to January 1, 2019, whereby these contracts were not reassessed or reclassified from their previous assessments as of December 31, 2018. We also elected certain other practical expedients in transition, including not reassessing existing land easements as lease contracts. The Company has also elected to not record the ROU assets and related liabilities for outstanding leases as of January 1, 2019 with a remaining term of 12 months or less. In these cases, the Company recognizes a lease payment as an expense on a straight-line basis. See Note 14. Leases for the financial position impact and additional disclosures.


CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

(in thousands, except per share amounts)

Accounting Pronouncements adopted during 2019

On January 1, 2019, the Company early adopted Accounting Standards Update (“ASU”) 2017-04,Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment as permitted. The standard simplifies the accounting for goodwill impairment by requiring a goodwill impairment to be measured using a single step impairment model, whereby the impairment equals the difference between the carrying amount and the fair value of the specified reporting units in their entirety. This eliminates the second step of the current impairment model that requires companies to first estimate the fair value of all assets in a reporting unit and measure impairments based on those fair values and a residual measurement approach. It also specifies that any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This ASU was adopted on a prospective basis with no impact to the Company’s consolidated financial statements.

On January 1, 2019, the Company adopted ASU 2017-12,Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The ASU was adopted on a prospective basis. This standard enables entities to better portray the economics of their risk management activities in the financial statements and enhances the transparency and understandability of hedge results through improved disclosures.The adoption of this guidance did not impact the Company’s consolidated financial statements and related disclosures.

On January 1, 2019, the Company adopted ASU 2018-02,Income Statement – Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Incomewhich allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. However, because the amendments only relate to the reclassification of the income tax effects of the Tax Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. Adoption of this ASU did not impact the beginning retained earnings on January 1, 2019.The adoption of this guidance did not impact the Company’s consolidated financial statements and related disclosures.

NOTE 2. INVENTORIES

Inventories, as of September 30, 2019 and December 31, 2018, were as follows:

  September 30, 2019  December 31, 2018 
Finished goods $58,516  $51,626 
Work-in-process  7,545   6,221 
Raw materials and supplies  7,474   7,086 
  $73,535  $64,933 

 

NOTE 3. PROPERTY AND EQUIPMENT

 

Property and equipment, net, as of September 30, 2019March 31, 2020 and December 31, 2018,2019, were as follows:

 

 March 31, 2020  December 31, 2019 
 September 30, 2019  December 31, 2018      
Land $3,160  $3,160  $3,160  $3,160 
Building and improvements  6,939   6,870   6,964   6,964 
Furniture and fixtures  4,955   4,376   5,486   5,255 
Computer hardware and software  5,030   4,863   5,408   5,298 
Machinery and equipment  21,622   21,004   22,536   21,578 
Construction in progress  1,694   1,761   1,334   1,690 
  43,400   42,034   44,888   43,945 
Less accumulated depreciation  (20,760)  (18,633)  (22,107)  (21,026)
 $22,640  $23,401  $22,781  $22,919 

 

NOTE 4. GOODWILL AND INTANGIBLE ASSETS

Goodwill

The following table summarizes the balances in goodwill by segment:

  Black Diamond  Sierra  Total 
             
Balance at December 31, 2019 $-  $18,090  $18,090 
             
Balance at March 31, 2020 $-  $18,090  $18,090 

Indefinite Lived Intangible Assets

The following table summarizes the changes in indefinite lived intangible assets:

Balance at December 31, 2019 $41,630 
     
Impact of foreign currency exchange rates  (60)
     
Balance at March 31, 2020 $41,570 

Other Intangible Assets, net

The following table summarizes the changes in gross other intangible assets:

Gross balance at December 31, 2019 $32,917 
     
Impact of foreign currency exchange rates  (86)
     
Gross balance at March 31, 2020 $32,831 


9

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

(in thousands, except per share amounts)

 

NOTE 4. OTHER INTANGIBLE ASSETS

Goodwill

There were no changes in the balances in goodwill from the prior period. The following table summarizes the balances in goodwill by segment:

  Black Diamond  Sierra  Total 
          
Balance at December 31, 2018 $-  $18,090  $18,090 
             
Balance at September 30, 2019 $-  $18,090  $18,090 

Indefinite Lived Intangible Assets

The Company’s indefinite lived intangible assets consist of certain tradenames and trademarks that provide Black Diamond Equipment, PIEPS and Sierra with the exclusive and perpetual rights to manufacture and sell their respective products. Tradenames and trademarks are not amortized, but reviewed annually for impairment or upon the existence of a triggering event. The following table summarizes the changes in indefinite lived intangible assets:

Balance at December 31, 2018 $41,694 
     
Impact of foreign currency exchange rates  (147)
     
Balance at September 30, 2019 $41,547 
     

Other Intangible Assets, net

The Company’s other intangible assets, such as certain customer lists and relationships, product technologies, tradenames, trademarks and core technologies, are amortizable over their estimated useful lives. The following table summarizes the changes in gross other intangible assets:

Gross balance at December 31, 2018 $33,010 
     
Impact of foreign currency exchange rates  (213)
     
Gross balance at September 30, 2019 $32,797 

Other intangible assets, net of amortization as of September 30, 2019March 31, 2020 and December 31, 2018,2019, were as follows:

 

  September 30, 2019  December 31, 2018 
Customer lists and relationships $25,928  $26,047 
Product technologies  4,659   4,753 
Tradename / trademark  1,263   1,263 
Core technologies  947   947 
   32,797   33,010 
Less accumulated amortization  (16,148)  (13,594)
  $16,649  $19,416 


CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

(in thousands, except per share amounts)

  March 31, 2020  December 31, 2019 
       
Customer lists and relationships $25,947  $25,995 
Product technologies  4,674   4,712 
Tradename / trademark  1,263   1,263 
Core technologies  947   947 
   32,831   32,917 
Less accumulated amortization  (17,825)  (17,101)
  $15,006  $15,816 

   

NOTE 5. LONG-TERM DEBT

 

Long-term debt as of September 30, 2019March 31, 2020 and December 31, 2018,2019, was as follows:

 

 March 31, 2020  December 31, 2019 
 September 30, 2019  December 31, 2018      
Revolving credit facility (a) $24,908  $22,062  $32,063  $22,670 
Other  -   84 
  24,908   22,146   32,063   22,670 
Less current portion  -   (41)  -   - 
 $24,908  $22,105  $32,063  $22,670 

 

(a)As of September 30, 2019,March 31, 2020, the Company had drawn $24,908$32,063 on the $60,000 revolving commitment that was available under the credit agreement with JPMorgan Chase Bank, N.A., with a maturity date of May 3, 2024. The Company pays interest monthly on any borrowings on the Credit Agreement. As of March 31, 2020 and December 31, 2019, the rate was 2.4375% and 3.3125%, respectively.

 

On May 3, 2019, the Company together with certain of its direct and indirect domestic subsidiaries (the “Borrowers”) and the other loan parties party thereto entered into aThe Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, andcontains restrictions on the lenders from timeCompany’s ability to time party thereto, for borrowings of up to $60,000 under a revolving credit facility (including up to $5,000 for letters of credit), and borrowings of up to $40,000 under a term loan facility that is available to be drawn until May 3, 2020.pay dividends or make distributions or other restricted payments if certain conditions in the Credit Agreement are not fulfilled. The Credit Agreement also permits the Borrowers, subjectincludes other customary affirmative and negative covenants, including financial covenants relating to certain requirements, to arrange with lenders for an aggregate of up to $50,000 of additional revolving and/or term loan commitments (both of which are currently uncommitted), for potential aggregate revolving and term loan commitments under the Credit Agreement of up to $150,000. The Credit Agreement matures on May 3, 2024.

The Borrowers may elect to have the revolving and term loans under the Credit Agreement bear interest at an alternate base rate or a Eurodollar rate plus an applicable rate. The applicable rate for these borrowings will range from 0.50% to 1.25% per annum, in the case of alternate base rate borrowings, and 1.50% to 2.25% per annum, in the case of Eurodollar borrowings. The applicable rate was initially 0.875% per annum, in the case of alternate base rate borrowings, and 1.875% per annum, in the case of Eurodollar borrowings, however, it may be adjusted from time to time based upon the level of the Company’s consolidated total leverage ratio. The Credit Agreement also requires the Borrowers to pay a commitment fee on the unused portion of the revolvingratio and term loan commitments. Such commitment fee will range between 0.15% and 0.25% per annum, and is also based upon the level of the Company’s consolidated total leveragefixed charge coverage ratio. The Company pays interest monthly on any borrowings onwas in compliance with the Credit Agreement. As of September 30, 2019, the rate was 3.5625%.

On May 3, 2019, concurrent with entering intodebt covenants set forth in the Credit Agreement the Company’s previous credit facility with JPMorgan Chase Bank, N.A. (the “2018 Credit Agreement”), which provided for a revolving commitment of up to $75,000, was paid in full and terminated. The Company paid interest monthly on any borrowings on the 2018 Credit Agreement at London Inter-bank Offered Rate (“LIBOR”) plus 1.5% (3.8493% as of DecemberMarch 31, 2018), and an annual commitment fee of 0.25% on the unused portion of the commitment.2020.

 

NOTE 6. DERIVATIVE FINANCIAL INSTRUMENTS

 

The Company’s primary exchange rate risk management objective is to mitigate the uncertainty of anticipated cash flows attributable to changes in foreign currency exchange rates. The Company primarily focuses on mitigating changes in cash flows resulting from sales denominated in currencies other than the U.S. dollar. The Company manages this risk primarily by using currency forward and option contracts. If the anticipated transactions are deemed probable, the resulting relationships are formally designated as cash flow hedges. The Company accounts for these contracts as cash flow hedges and tests effectiveness by determining whether changes in the expected cash flow of the derivative offset, within a range, changes in the expected cash flow of the hedged item.

 

At September 30, 2019,March 31, 2020, the Company’s derivative contracts had remaining maturities of approximately one year or less. The counterparty to these transactions had both long-term and short-term investment grade credit ratings. The maximum net exposure of the Company’s credit risk to the counterparty is generally limited to the aggregate unrealized loss of all contracts with that counterparty. At September 30, 2019,March 31, 2020, there was no such exposure to the counterparty. The Company’s exposure of counterparty credit risk is limited to the aggregate unrealized gain of $885$1,361 on all contracts at September 30, 2019.March 31, 2020. The Company’s derivative counterparty has strong credit ratings and as a result, the Company does not require collateral to facilitate transactions.

 


10

 

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

(in thousands, except per share amounts)

 

The Company held the following contracts designated as hedgedhedging instruments as of September 30, 2019March 31, 2020 and December 31, 2018:2019:

 

  September 30, 2019March 31, 2020
  Notional Latest
  Amount Maturity
 Maturity 
Foreign exchange contracts - Canadian Dollars $ 11,34413,762 August 2020February 2021
Foreign exchange contracts - Euros 18,06423,555 August 2020February 2021
Foreign exchange contracts - Swiss Francs CHF 580661August 2020

December 31, 2019
NotionalLatest
AmountMaturity
   
Foreign exchange contracts - Canadian Dollars$15,932February 2021
Foreign exchange contracts - Euros€18,168February 2021
Foreign exchange contracts - Swiss FrancsCHF 661August 2020

  December 31, 2018 
  Notional  Latest 
  Amount  Maturity 
Foreign exchange contracts - Canadian Dollars $6,166   August 2019 
Foreign exchange contracts - Euros 10,710   February 2020 

 

For contracts that qualify as effective hedge instruments, the effective portion of gains and losses resulting from changes in fair value of the instruments are included in accumulated other comprehensive (loss) income and reclassified to sales in the period the underlying hedged transaction is recognized in earnings. Gains (losses) of $261$288 and $255$281 were reclassified to sales during the three months ended September 30,March 31, 2020 and 2019, and 2018, respectively, and $844 and $(75) were reclassified to sales during the nine months ended September 30, 2019 and 2018, respectively.

 

The following table presents the balance sheet classification and fair value of derivative instruments as of September 30,March 31, 2019 and December 31, 2018:2019:

 

 Classification March 31, 2020  December 31, 2019 
 Classification September 30, 2019  December 31, 2018        
Derivative instruments in asset positions:                    
Forward exchange contracts Prepaid and other current assets $909  $729  Prepaid and other current assets $1,385  $226 
                    
Derivative instruments in liability positions:                    
Forward exchange contracts Accounts payable and accrued liabilities $24  $-  Accounts payable and accrued liabilities $24  $152 
Forward exchange contracts Other long-term liabilities $-  $5  Other long-term liabilities $-  $29 

  

NOTE 7. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

 

Accumulated other comprehensive income (“AOCI”) primarily consists of foreign currency translation adjustments and changes in our forward foreign exchange contracts. The components of AOCI, net of tax, were as follows:

 

  Foreign Currency
Translation
Adjustments
  Unrealized Gains
(Losses) on
Cash Flow
Hedges
  Total 
Balance as of December 31, 2018 $73  $404  $477 
Other comprehensive (loss) income before reclassifications  (869)  954   85 
Amounts reclassified from other comprehensive income (loss)  -   (783)  (783)
Net current period other comprehensive (loss) income  (869)  171   (698)
Balance as of September 30, 2019 $(796) $575  $(221)
11

 

 


CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

(in thousands, except per share amounts)

  Foreign Currency Translation Adjustments  Unrealized Gains (Losses) on Cash Flow Hedges  Total 
          
Balance as of December 31, 2018 $73  $404  $477 
Other comprehensive (loss) income before reclassifications  (373)  168   (205)
Amounts reclassified from other comprehensive income (loss)  -   (257)  (257)
Net current period other comprehensive loss  (373)  (89)  (462)
Balance as of March 31, 2019 $(300) $315  $15 
             
Balance as of December 31, 2019 $(286) $(17) $(303)
Other comprehensive (loss) income before reclassifications  (401)  1,032   631 
Amounts reclassified from other comprehensive income (loss)  -   (219)  (219)
Net current period other comprehensive (loss) income  (401)  813   412 
Balance as of March 31, 2020 $(687) $796  $109 

 

The effects on net income of amounts reclassified from unrealized gains (losses) on cash flow hedges for foreign exchange contracts for the ninethree months ended September 30,March 31, 2020 and 2019, were as follows:

 

  Gains reclassified from AOCI to the
Condensed Consolidated Statements of
Comprehensive Income
 
Affected line item in the Condensed Consolidated Statements
of Comprehensive Income
 For the Three Months Ended
September 30, 2019
  For the Nine Months Ended
September 30, 2019
 
Foreign exchange contracts:        
Sales $261  $844 
Less: Income tax expense  (95)  61 
Amount reclassified, net of tax $356  $783 
         
Total reclassifications from AOCI $356  $783 

The Company’s policy is to classify reclassifications of cumulative foreign currency translation from AOCI to Other, net.

  Gains reclassified from AOCI to the Consolidated Statements of Comprehensive Income 
Affected line item in the Consolidated Three Months Ended 
Statements of Comprehensive Income March 31, 2020  March 31, 2019 
Foreign exchange contracts:        
Sales $288  $281 
Less: Income tax expense  69   24 
Amount reclassified, net of tax $219  $257 
         
Total reclassifications from AOCI $219  $257 

 

NOTE 8. FAIR VALUE MEASUREMENTS

 

We measure certain financial assets and liabilities at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, under a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

Level 1 - inputs to the valuation methodology are quoted market prices for identical assets or liabilities in active markets.

 

Level 2 -inputs to the valuation methodology include quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.

Level 2 - inputs to the valuation methodology include quoted prices in markets that are not active or model inputs that are

observable either directly or indirectly for substantially the full term of the asset or liability.

 

Level 3 - inputs to the valuation methodology are based on prices or valuation techniques that are unobservable.

 


12

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

(in thousands, except per share amounts)

 

Assets and liabilities measured at fair value on a recurring basis at September 30, 2019March 31, 2020 and December 31, 20182019 were as follows:

 

  September 30, 2019 
  Level 1  Level 2  Level 3  Total 
Assets                
  Forward exchange contracts $        -  $909  $         -  $909 
  $-  $909  $-  $909 
                 
Liabilities                
  Forward exchange contracts $-  $24  $-  $24 
  $-  $24  $-  $24 

  March 31, 2020 
  Level 1  Level 2  Level 3  Total 
             
Assets                
  Forward exchange contracts $-  $1,385  $-  $1,385 
  $-  $1,385  $-  $1,385 
                 
Liabilities                
  Forward exchange contracts $-  $24  $-  $24 
  $-  $24  $-  $24 

 

 December 31, 2019 
 December 31, 2018  Level 1  Level 2  Level 3  Total 
 Level 1  Level 2  Level 3  Total          
Assets                                
Forward exchange contracts $       -  $729  $         -  $729  $-  $226  $-  $226 
 $-  $729  $-  $729  $-  $226  $-  $226 
                                
Liabilities                                
Forward exchange contracts $-  $5  $-  $5  $-  $181  $-  $181 
 $-  $5  $-  $5  $-  $181  $-  $181 

 

Derivative financial instruments are recorded at fair value based on current market pricing models. No nonrecurring fair value measurements existed at September 30, 2019March 31, 2020 and December 31, 2018.2019.

   

NOTE 9. EARNINGS PER SHARE

 

Basic earnings per share is computed by dividing earnings by the weighted average number of common shares outstanding during each period. Diluted earnings per share is computed by dividing earnings by the total of the weighted average number of shares of common stock outstanding during each period, plus the effect of dilutive outstanding stock options and unvested restricted stock grants. Potentially dilutive securities are excluded from the computation of diluted earnings per share if their effect is anti-dilutive to the loss from continuing operations.

 

The following table is a reconciliation of basic and diluted shares of common stock outstanding used in the calculation of earnings per share:

 

 Three Months Ended 
 Three Months Ended  Nine Months Ended  March 31, 2020  March 31, 2019 
 September 30, 2019  September 30, 2018  September 30, 2019  September 30, 2018      
Weighted average shares outstanding - basic  29,876   29,739   29,841   29,939   29,760   29,748 
Effect of dilutive stock awards  1,201   427   1,158   223   1,182   925 
Weighted average shares outstanding - diluted  31,077   30,166   30,999   30,162   30,942   30,673 
                        
Net income per share:                        
Basic $0.12  $0.14  $0.22  $0.13  $0.00  $0.13 
Diluted  0.11   0.14   0.21   0.12   0.00   0.12 

 

For the three months ended September 30,March 31, 2020 and 2019, and 2018, equity awards of 798 and 986, respectively, and for the nine months ended September 30, 2019 and 2018, equity awards of 669 and 1,408,860, respectively, were outstanding and anti-dilutive and therefore not included in the calculation of earnings per share for these periods.

 


13

 

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

(in thousands, except per share amounts)

 

NOTE 10. STOCK-BASED COMPENSATION PLAN

 

Under the Company’s current 2015 Stock Incentive Plan (the “2015 Plan”), the Company’s Board of Directors has flexibility to determine the type and amount of awards to be granted to eligible participants, who must be employees, directors, officers or consultants of the Company or its subsidiaries. The 2015 Plan allows for grants of incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation rights, and restricted units. The aggregate number of shares of common stock that may be granted through awards under the 2015 Plan to any employee in any calendar year may not exceed 500 shares. The 2015 Plan will continue in effect until December 2025 unless terminated sooner. 

 

During the ninethree months ended September 30, 2019,March 31, 2020, the Company issued stock options for an aggregate of 188125 shares under the 2015 Plan to directors and employees of the Company. Of the 188The 125 options issued 38 options vest in four equal consecutive quarterly tranches from the date of grant. 150 vest in three equal tranches on June 5,December 31, 2020, 2021, 2022 and 2022.2023.

 

For computing the fair value of the stock-based awards, the fair value of each option grant has been estimated as of the date of grant using the Black-Scholes option-pricing model with the following assumptions:

 

Options Granted During the Nine Months Ended September 30, 2019

Options Granted During the Three Months Ended March 31, 2020
Number of options 188125
Option vesting period 1 - 34 Years
Grant price $13.2111.84
Dividend yield 0.76%0.84%
Expected volatility (a) 41.0% - 41.2%40.9%
Risk-free interest rate 1.88% - 1.93%0.65%
Expected life (years) (b) 5.31 - 6.006.25
Weighted average fair value $4.87 - $5.134.35

 

(a)Expected volatility is based upon the Company’s historical volatility.

 

(b)The expected term was determined based upon the underlying terms of the awards and the category and employment history of employee award recipient.

 

Using these assumptions, theThe grant date fair value of the stock options granted during the ninethree months ended September 30, 2019March 31, 2020 was $952,$543, which will be recognized over the vesting period of the options.

Market Condition Restricted Shares Granted:

On January 7, 2019, the Company issued and granted to an employee a restricted stock award of 350 restricted shares under the 2015 Plan, that will vest as follows: (A) the stock award will vest and become nonforfeitable if, on or before January 7, 2024, the closing price of the Company’s common stock shall have equaled or exceeded $15.00 per share for twenty consecutive trading days (such 20th day being the “Price Trigger Date”); and (B) once the Price Trigger Date occurs, (i) 117 shares of the Company’s common stock shall vest on each of the first and second anniversary of the Price Trigger Date; and (ii) 116 shares of the Company’s common stock shall vest on the third anniversary of the Price Trigger Date. For computing the fair value of the 350 restricted shares with a market condition, the fair value of each restricted stock award grant has been estimated as of the date of grant using the Monte-Carlo pricing model with the assumptions below.

On January 7, 2019, the Company issued and granted to an employee a restricted stock award of 150 restricted shares under the 2015 Plan, that will vest as follows: (A) the stock award will vest and become nonforfeitable if, on or before January 7, 2024, the closing price of the Company’s common stock shall have equaled or exceeded $15.00 per share for twenty consecutive trading days (such 20th day being the Price Trigger Date); and (B) once the Price Trigger Date occurs, the shares shall equally vest on each of the first, second, third and fourth anniversary of the Price Trigger Date. For computing the fair value of the 150 restricted shares with a market condition, the fair value of each restricted stock award grant has been estimated as of the date of grant using the Monte-Carlo pricing model with the assumptions below.


CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

(in thousands, except per share amounts)

January 7, 2019
Number issued500
Vesting period$15.00 stock price target
Grant price$10.21
Expected volatility42.4%
Risk-free interest rate2.53%
Expected term (years)4.28 - 5.28
Weighted average fair value$7.92

Using these assumptions, the fair value of the market condition restricted stock awards granted on January 7, 2019 was approximately $3,962.

 

The total non-cash stock compensation expense related to restricted stock, stock options and stock awards recorded by the Company for the three months ended September 30,March 31, 2020 and 2019 was $613 and 2018 was $678 and $912, respectively, and for the nine months ended September 30, 2019 and 2018 was $2,246 and $2,067,$785, respectively. For the three and nine months ended September 30,March 31, 2020 and 2019, and 2018, the majority of stock-based compensation costs were classified as selling, general and administrative expenses.

 

As of September 30, 2019,March 31, 2020, there were 1,6851,325 unvested stock options and unrecognized compensation cost of $4,587$4,228 related to unvested stock options, as well as 600 unvested restricted stock awards and unrecognized compensation costs of $3,136$2,724 related to unvested restricted stock awards.

 

NOTE 11. COMMITMENTS AND CONTINGENCIES

 

The Company is involved in various legal disputes and other legal proceedings that arise from time to time in the ordinary course of business. Based on currently available information, the Company does not believe that it is reasonably possible that the disposition of any of the legal disputes the Company or its subsidiaries is currently involved in will have a material adverse effect upon the Company’s consolidated financial condition, results of operations or cash flows. There is a reasonable possibility of loss from contingencies in excess of the amounts accrued by the Company in the accompanying condensed consolidated balance sheets; however, the actual amounts of such possible losses cannot currently be reasonably estimated by the Company at this time. It is possible that, as additional information becomes available, the impact on the Company could have a different effect.

 

14

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

(in thousands, except per share amounts)

NOTE 12. INCOME TAXES

 

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“Tax Act”). As a result of the Tax Act, theThe Company’s U.S. federal corporatestatutory tax rate was reduced toof 21%, effective January 1, 2018. In addition, the corporate Alternative Minimum Tax (“AMT”) was repealed and taxpayers with AMT credit carryovers in excess of their regular tax liability may have credits refunded over multiple years from 2018 to 2022.

The Company’sits foreign operations that are considered to be permanently reinvested have statutory tax rates of approximately 25%.

 

The difference between the Company’s estimated effective tax rate and the U.S. federal statutory tax rate of 21% for the three months ended September 30, 2019, was primarily attributed to a discrete benefit related to stock compensation. For the nine months ended September 30, 2019, the difference between the Company’s estimated effective tax rate and the U.S. federal statutory tax rate was primarily attributed to the release of an additional portion of the Company’s valuation allowance based on the Company’s forecasted pre-tax earnings for the year.

As of December 31, 2018,2019, the Company’s gross deferred tax asset was $47,922.$43,945. The Company had recorded a valuation allowance of $42,122,$28,632, resulting in a net deferred tax asset of $5,800,$15,313, before deferred tax liabilities of $8,719.$8,633. The Company has provided a valuation allowance against a portion of the deferred tax assets as of March 31, 2020 and December 31, 2018,2019, because the ultimate realization of those assets did not meet the more likely than not criteria. The majority of the Company’s deferred tax assets consist of net operating loss (“NOL”) carryforwards for federal tax purposes. If a change in control were to occur, these could be limited under Section 382 of the Internal Revenue Code of 1986 (“Code”), as amended.


CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

(in thousands, except per share amounts)

 

In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible and net operating loss and credit carryforwards expire. The estimates and judgments associated with the Company’s valuation allowance on deferred tax assets are considered critical due to the amount of deferred tax assets recorded by the Company on its consolidated balance sheet and the judgment required in determining the Company’s future taxable income. The need for a valuation allowance is reassessed at each interim reporting period.

 

As of December 31, 2018,2019, the Company had net operating loss (“NOL”)NOL and research and experimentation credit for U.S. federal income tax purposes of $141,067$131,621 and $3,791,$4,250, respectively. The Company believes its NOL will offset some of its future U.S. federal income taxes. The majority of the Company’s pre-tax income is currently earned and expected to be earned in the U.S., or taxed in the U.S. as Subpart F income and will be offset with the NOL.

 

NOLs available to offset taxable income, subject to compliance with Section 382 of the Code, begin to expire based upon the following schedule:

 

Net Operating Loss Carryforward Expiration Dates

Net Operating Loss Carryforward Expiration Dates
December 31, 2018
    
Expiration Dates December 31, Net Operating Loss Amount
2021 $5,495
2022  115,000
2023  5,712
2024  3,566
2025 and beyond  11,294
Total $141,067

December 31, 2019

Expiration Dates December 31, Net Operating Loss Amount 
2022 $111,049 
2023  5,712 
2024  3,566 
2025 and beyond  11,294 
Total $131,621 

 

NOTE 13. SEGMENT INFORMATION

 

As a result of our August 21, 2017 acquisition of Sierra, weWe operate our business structure within two segments. These segments are defined based on the internal financial reporting used by management. Certain significant selling and general and administrative expenses are not allocated to the segments including non-cash stock compensation expense. Each segment is described below:

 

·Our Black Diamond segment, which includes Black Diamond Equipment, PIEPS, and SKINourishment, is a global leader in designing, manufacturing, and marketing innovative outdoor engineered equipment and apparel for climbing, mountaineering, trail running, backpacking, skiing, and a wide range of other year-round outdoor recreation activities. Our Black Diamond segment offers a broad range of products including: high performancehigh-performance, activity-based apparel (such as shells, insulation, midlayers, pants and logowear); rock-climbing footwear and equipment (such as carabiners, protection devices, harnesses, belay devices, helmets, and ice-climbing gear); technical backpacks and high-end day packs; trekking poles; headlamps and lanterns; gloves and mittens; and skincare and other sport-enhancing products. We also offer advanced skis, ski poles, ski skins, and snow safety products, including avalanche airbag systems, avalanche transceivers, shovels, and probes.

 

15

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

(in thousands, except per share amounts)

·Our Sierra segment, which includes Sierra, is an iconic American manufacturer of a wide range of high-performance bullets and ammunition for both rifles and pistols. These bullets and ammunition are used for precision target shooting, hunting and military and law enforcement purposes.

 

The Company recognizes revenue when a contract exists with a customer that specifies the goods and services to be provided at an agreed upon sales price and when the performance obligation is satisfied by transferring the goods or service to the customer. The performance obligation is considered complete when products are shipped or delivered to the customer depending on the terms of the contract. Sales are made on normal and customary short-term credit terms or upon delivery at point of sale transactions. As noted above, the Company has a wide variety of technical outdoor equipment and lifestyle products focused on the climb, ski, mountain and sport product categories that are sold to a variety of customers in multiple end markets. While there are multiple products sold, the terms and nature of revenue recognition policy is similar for all segments. The sport product category represents the Sierra segment revenue.

 


CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

(in thousands, except per share amounts)

We divide our product offerings into four primary categories of climb, mountain, ski and sport.  Revenue by category as a percentage of total consolidated revenues is as follows:

 

 Three Months Ended 
 Three Months Ended  Nine Months Ended  March 31, 2020  March 31, 2019 
 September 30, 2019  September 30, 2018  September 30, 2019  September 30, 2018      
Climb  30%  30%  34%  33%  37%  35%
Mountain  37%  38%  35%  35%  31%  31%
Ski  22%  17%  17%  14%  18%  20%
Sport  11%  15%  14%  18%  14%  14%
                

 

Contract liabilities are recorded as a component of accounts payable and accrued liabilities when customers remit contractual cash payments in advance of us satisfying performance obligations which are satisfied at a future point of time. Contract liabilities were not material at September 30, 2019March 31, 2020 and December 31, 2018.2019. Contract liabilities are derecognized when the performance obligation is satisfied. Revenue recognized from satisfaction of performance obligations relating to the advanced payments during the three and nine months ended September 30,March 31, 2020 and 2019 waswere not material. No other material remaining performance obligations exist at September 30, 2019.March 31, 2020.

 

Financial information for our segments is as follows:

 

 Three Months Ended  Nine Months Ended  Three Months Ended 
 September 30, 2019  September 30, 2018  September 30, 2019  September 30, 2018  March 31, 2020  March 31, 2019 
Sales to external customers:                        
Black Diamond                        
Domestic sales $23,634  $19,840  $70,315  $59,434  $22,688  $24,532 
International sales  30,118   27,410   73,683   67,796   23,107   27,869 
Total Black Diamond  53,752   47,250   143,998   127,230   45,795   52,401 
Sierra                        
Domestic sales  5,160   6,328   17,490   20,233   5,860   6,057 
International sales  1,291   2,108   6,927   7,371   1,900   2,760 
Total Sierra  6,451   8,436   24,417   27,604   7,760   8,817 
Total sales to external customers  60,203   55,686   168,415   154,834   53,555   61,218 
Segment operating income:                        
Black Diamond  5,388   4,639   10,096   6,254   1,674   5,176 
Sierra  735   1,532   3,814   4,703   1,472   1,661 
Total segment operating income  6,123   6,171   13,910   10,957   3,146   6,837 
Restructuring charge  -   (22)  (13)  (86)  -   (13)
Transaction costs  (37)  (50)  (124)  (383)  (250)  (46)
Corporate and other expenses  (2,429)  (1,985)  (6,780)  (6,074)  (2,535)  (2,384)
Interest expense, net  (353)  (303)  (978)  (1,020)  (311)  (310)
Income before income tax $3,304  $3,811  $6,015  $3,394  $50  $4,084 

 

There were no intercompany sales between the Black Diamond and Sierra segments for the periods presented. Restructuring charges for the periods presented relate to the Black Diamond segment.

 

Total assets by segment, as of September 30, 2019 and December 31, 2018, were as follows:

16

 


CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

(in thousands, except per share amounts)

 

  September 30, 2019  December 31, 2018 
       
Black Diamond $149,414  $138,029 
Sierra  72,249   72,796 
Corporate  3,285   2,303 
  $224,948  $213,128 

Total assets by segment, as of March 31, 2020 and December 31, 2019, were as follows:

  March 31, 2020  December 31, 2019 
       
Black Diamond $140,282  $147,261 
Sierra  74,579   72,104 
Corporate  20,255   10,900 
  $235,116  $230,265 

 

Capital expenditures, depreciation and amortization by segment is as follows.

 

 Three Months Ended  Nine Months Ended  Three Months Ended 
 September 30, 2019  September 30, 2018  September 30, 2019  September 30, 2018  March 31, 2020  March 31, 2019 
Capital expenditures:                        
Black Diamond $673  $279  $1,863  $1,495  $989  $764 
Sierra  171   57   975   359   313   282 
Total capital expenditures $844  $336  $2,838  $1,854  $1,302  $1,046 
Depreciation:                        
Black Diamond $610  $617  $1,852  $1,837  $685  $611 
Sierra  480   489   1,480   1,477   432   492 
Total depreciation $1,090  $1,106  $3,332  $3,314  $1,117  $1,103 
Amortization:                        
Black Diamond $278  $272  $834  $822  $276  $279 
Sierra  610   693   1,831   2,080   496   610 
Total amortization $888  $965  $2,665  $2,902  $772  $889 

 

NOTE 14. LEASESSUBSEQUENT EVENT

 

The Company has entered into leases for certain facilities, vehicles and other equipment. Our operating leases have remaining contractual terms of up to six years, some of which include options to extend the leases for up to five years. Our operating lease costs are primarily related to facility leases for inventory warehousing, administration offices and vehicles. The Company’s finance leases are immaterial.Purchase Agreement

Operating lease ROU assets and liabilities as of September 30, 2019 are as follows:

  Balance Sheet Classification September 30, 2019 
Assets      
Operating lease ROU assets Other long-term assets $1,343 
       
Liabilities      
Current operating lease liabilities Accounts payable and accrued liabilities $704 
Noncurrent operating lease liabilities Other long-term liabilities $625 

Operating lease costs are as follows:

  Affected line item in the Condensed Consolidated Three Months Ended Nine Months Ended
  Statements of Comprehensive Income September 30, 2019 September 30, 2019
Lease costs Cost of goods sold, Selling, general and administrative $ 197 $ 560
Variable lease costs Cost of goods sold, Selling, general and administrative   41   156
Short-term lease costs Cost of goods sold, Selling, general and administrative   56   165
    $ 294 $ 881


CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

(in thousands, except per share amounts)

The maturity of operating lease liabilities as of September 30, 2019 are as follows:

Years Ending December 31, Operating Lease Payments 
2019 (excluding the nine months ended September 30, 2019) $193 
2020  725 
2021  339 
2022  86 
2023 and thereafter  59 
Total future lease payments  1,402 
Less: amount representing interest  (73)
Present value of future lease payments  1,329 
Less: current lease obligations  (704)
Long-term lease obligations $625 

 

As of September 30, 2019, our operating leases havepreviously disclosed, on March 10, 2020, Everest/Sapphire Acquisition, LLC, a weighted-average remaining lease term of 2.2 yearsDelaware limited liability company and a weighted-average discount rate of 3.98%. Total rent expensewholly owned subsidiary of the Company, entered into a Stock Purchase Agreement (the “Purchase Agreement”) to acquire S.K.B. Corporation, a California corporation.

Given the recent events surrounding the COVID-19 global pandemic, and the economic uncertainties in the United States and globally as a result thereof, each of the parties to the Purchase Agreement entered into a letter agreement dated April 30, 2020, mutually agreeing that the Purchase Agreement had expired on April 30, 2020 and was no longer effective.

Credit Agreement

Under the Credit Agreement, the Company had access to a term loan facility that would be available for drawdown until May 3, 2020.  On April 30, 2020, the threeCompany borrowed $20,000 under such term loan facility and nine months endedused the proceeds to pay down amounts outstanding under the revolving portion of the Credit Agreement. The Company is required to repay the term loan through quarterly payments of $1,000 each beginning with September 30, 2018 was $1932020, and $614, respectively, as determined prior toany remaining obligations will be repaid in full on the adoptionmaturity date of ASU 842. Future minimum lease payments required under noncancelable operating leases that have initial or remaining noncancelable lease term in excessthe Credit Agreement of one year at December 31, 2018 as determined prior to the adoption of ASU 842 are as follows:May 3, 2024.

 

Years Ending December 31, Future Minimum Lease
Payments
 
2019 $687 
2020  634 
2021  243 
2022  24 
2023  - 
Thereafter  - 
  $1,588 
17

 


  

CLARUS CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS

(in thousands, except per share amounts)

  

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements

 

Please note that in this Quarterly Report on Form 10-Q Clarus Corporation (which may be referred to as the “Company,” “Clarus,” “we,” “our” or “us”) 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. 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. 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.

 

Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, the overall level of consumer demand on our products; general economic conditions and other factors affecting consumer confidence, preferences, and behavior; disruption and volatility in the global currency, capital and credit markets; the financial strength of the Company’s customers; the Company’s ability to implement its business strategy; the ability of the Company to execute and integrate acquisitions; changes in governmental regulation, legislation or public opinion relating to the manufacture and sale of bullets and ammunition by our Sierra segment, and the possession and use of firearms and ammunition by our customers; the Company’s exposure to product liability or product warranty claims and other loss contingencies; disruptions and other impacts to the Company’s business, as a result of the COVID-19 global pandemic and government actions and restrictive measures implemented in response; stability of the Company’s manufacturing facilities and suppliers;suppliers, as well as consumer demand for our products, in light of disease epidemics and health-related concerns such as the COVID-19 global pandemic; the impact that global climate change trends may have on the Company and its suppliers and customers; the Company’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, our information systems; fluctuations in the price, availability and quality of raw materials and contracted products as well as foreign currency fluctuations; our ability to utilize our net operating loss carryforwards; changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks; and the Company’s ability to maintain a quarterly dividend. More information on potential factors that could affect the Company’s financial results is included from time to time in the Company’s public reports filed with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. All forward-looking statements included in this Quarterly Report on Form 10-Q are based upon information available to the Company as of the date of this Quarterly Report on Form 10-Q, 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 Quarterly Report on Form 10-Q.

 

Overview

 

Headquartered in Salt Lake City, Utah, Clarus, a company focused on the outdoor and consumer industries, is seeking opportunities to acquire and grow businesses that can generate attractive shareholder returns. The Company has net operating tax loss carryforwards which it is seeking to redeploy to maximize shareholder value. Clarus’ primary business is as a leading designer, developer, manufacturer and distributor of outdoor equipment and lifestyle products focused on the climb, ski, mountain, sport and skincare markets. The Company’s products are principally sold under the Black Diamond®, Sierra®, PIEPS® and SKINourishment® brand names through outdoor specialty and online retailers, distributors and original equipment manufacturers throughout the U.S. and internationally.

 

Through our Black Diamond, PIEPS, and SKINourishment brands, we offer a broad range of products including: high performancehigh-performance, activity-based apparel (such as shells, insulation, midlayers, pants and logowear); rock-climbing footwear and equipment (such as carabiners, protection devices, harnesses, belay devices, helmets, and ice-climbing gear); technical backpacks and high-end day packs; trekking poles; headlamps and lanterns; gloves and mittens; and skincare and other sport-enhancing products. We also offer advanced skis, ski poles, ski skins, and snow safety products, including avalanche airbag systems, avalanche transceivers, shovels, and probes. Through our Sierra brand, we manufacture a wide range of high-performance bullets and ammunition for both rifles and pistols that are used for precision target shooting, hunting and military and law enforcement purposes.

 

Clarus, Corporation, incorporated in Delaware in 1991, acquired Black Diamond Equipment, Ltd. (“Black Diamond Equipment”) and Gregory Mountain Products, LLC (“Gregory Mountain Products”) in May 2010 and changed its name to Black Diamond, Inc., in January 2011. In July 2012, we acquired POC Sweden AB and its subsidiaries (collectively, “POC”) and in October 2012, we acquired PIEPS Holding GmbH and its subsidiaries (collectively, “PIEPS”).

 

On July 23, 2014, the Company completed the sale of certain assets to Samsonite LLC comprising Gregory Mountain Product’s business. On October 7, 2015, the Company sold its equity interests in POC.

18

 


CLARUS CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS

(in thousands, except per share amounts)

 

On August 14, 2017, the Company changed its name from Black Diamond, Inc. to Clarus Corporation and its stock ticker symbol from “BDE” to “CLAR” on the NASDAQ stock exchange. On August 21, 2017, the Company acquired Sierra Bullets, L.L.C. (“Sierra”). On November 6, 2018, the Company acquired the assets of SKINourishment, Inc. (“SKINourishment”).

 

On August 6, 2018, the Company announced that its Board of Directors approved the initiation of a quarterly cash dividend program of $0.025 per share of the Company’s common stock (the “Quarterly Cash Dividend”) or $0.10 per share on an annualized basis.  The declaration and payment of future Quarterly Cash Dividends is subject to the discretion of and approval of the Company’s Board of Directors. On October 28, 2019,May 1, 2020, the Company announced that, in light of the COVID-19 pandemic, its Board of Directors approved the payment on November 15, 2019 of thehad temporarily replaced its Quarterly Cash Dividend to thewith a stock dividend. Each record holdersholder of shares of the Company’s common stock as of the close of business on November 8, 2019.May 11, 2020 (the “Record Date”) will be entitled to receive 0.00234 of a share of the Company’s common stock for each share of common stock held on the Record Date. The Company will distribute the stock dividend on May 22, 2020, the distribution date. No fractional shares will be issued, and stockholders will receive cash for such fractional interests based on the closing market price of the Company’s common stock on the Record Date. The quarterly stock dividend will have a value of $0.025 per share, based on the closing market price on April 30, 2020. The dividend reflects an aggregate distribution of approximately 70 shares with a market value of approximately $744.

 

On November 6, 2018,Impact of COVID-19

The global outbreak of COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020 and has negatively affected the U.S. and global economy, disrupted global supply chains, and resulted in significant travel and transport restrictions and disruption of financial markets. The impact of this pandemic has created significant uncertainty in the global economy and has affected our business, employees, retail and distribution partners, suppliers, and customers.

The decline in retail demand over the second half of March 2020 negatively impacted our sales and profitability for the first quarter of 2020. We also expect an adverse impact on the Company’s sales and profitability in future periods. The duration of these trends and the magnitude of such impacts cannot be precisely estimated at this time, as they are affected by a number of factors (some of which are outside management’s control), including those presented in Item 1A. Risk Factors of this Quarterly Report. We generally expect the second quarter of 2020 to be the most significantly impacted with sequential improvement throughout the remainder of the fiscal year.

We are mitigating some of the negative impacts to our operating results by taking significant actions, including postponing non-essential capital expenditures, reducing operating costs, modulating production in line with demand, initiating workforce reductions and furloughs, and substantially reducing discretionary spending. We will continue to adjust mitigation measures as needed related to health and safety. Those measures might include temporarily suspending manufacturing or retail operations, modifying workspaces, continuing social distancing policies, implementing new personal protective equipment or health screening policies at our facilities, or such other industry best practices needed to continue maintain a healthy and safe environment for our employees amidst the pandemic.

These countermeasures are expected to partially mitigate the impacts of COVID-19 on our full year 2020 financial results. As the impact of the COVID-19 pandemic on the economy and our operations evolves, we will continue to assess the impact on the Company acquiredand respond accordingly.

Sustained adverse impacts to the Company, certain suppliers, dealers or customers may also affect the Company’s future valuation of certain assets and therefore may increase the likelihood of SKINourishment, Inc.an impairment charge, write-off, or reserve associated with such assets, including goodwill, indefinite and finite-lived intangible assets, property and equipment, inventories, accounts receivable, tax assets, and other assets.

 

Critical Accounting Policies and Use of Estimates

 

Management’s discussion of our financial condition and results of operations is based on the condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of the condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the condensed consolidated financial statements. Estimates also affect the reported amounts of revenues and expenses during the reporting periods. We continually evaluate our estimates and assumptions including those related to purchase price allocation, excess or obsolete inventory, valuation of deferred tax assets, and valuation of goodwill, long-lived assets and other intangible assets. We base our estimates on historical experience and other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.

 

See “Significant Accounting Policies” in Note 1 to the notes to the unaudited condensed consolidated financial statements for discussion related to changes to our critical accounting policies including leases from the adoption of Accounting Standards Codification Topic 842. There have been no other significant changes to our critical accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2018.

Accounting Pronouncements Issued Not Yet Adopted

None.2019.

 

23

19

 

 

CLARUS CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS

(in thousands, except per share amounts)

 

Accounting Pronouncements Issued Not Yet Adopted

See “Accounting Pronouncements Not Yet Adopted” in Note 1 to the notes to the unaudited condensed consolidated financial statements.

20

CLARUS CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS

(in thousands, except per share amounts)

Results of Operations

 

Condensed Consolidated Three Months Ended September 30, 2019March 31, 2020 Compared to Condensed Consolidated Three Months Ended September 30, 2018March 31, 2019

 

The following presents a discussion of condensed consolidated operations for the three months ended September 30, 2019,March 31, 2020, compared with the condensed consolidated three months ended September 30, 2018.March 31, 2019.

 

 Three Months Ended 
 Three Months Ended  March 31, 2020  March 31, 2019 
 September 30, 2019  September 30, 2018      
Sales                
Domestic sales $28,794  $26,168  $28,548  $30,589 
International sales  31,409   29,518   25,007   30,629 
Total sales  60,203   55,686   53,555   61,218 
                
Cost of goods sold  39,646   35,829   35,043   39,162 
Gross profit  20,557   19,857   18,512   22,056 
                
Operating expenses                
Selling, general and administrative  16,443   15,773   17,370   17,580 
Restructuring charge  -   22   -   13 
Transaction costs  37   50   250   46 
                
Total operating expenses  16,480   15,845   17,620   17,639 
                
Operating income  4,077   4,012   892   4,417 
                
Other (expense) income        
Interest expense  (353)  (303)
Other expense        
Interest expense, net  (311)  (310)
Other, net  (420)  102   (531)  (23)
                
Total other expense, net  (773)  (201)  (842)  (333)
                
Income before income tax  3,304   3,811   50   4,084 
Income tax benefit  (188)  (316)
Income tax expense  14   297 
Net income $3,492  $4,127  $36  $3,787 

 

Sales

 

Consolidated sales increased $4,517,decreased $7,663, or 8.1%12.5%, to $60,203$53,555 during the three months ended September 30, 2019,March 31, 2020, compared to consolidated sales of $55,686$61,218 during the three months ended September 30, 2018. The increase in sales was attributableMarch 31, 2019. We believe lower consumer demand related to the increaseCOVID-19 pandemic drove a decrease in the quantity of new and existing climb, mountain, and ski products sold during the period. These increases were partially offset byperiod, resulting in a $6,168 decrease in sales. We also experienced a decrease in the quantity of new and existing sport products sold during the period and a decrease in sales of $773$438 due to the strengthening of the U.S. dollar against foreign currencies during the three months ended September 30, 2019March 31, 2020 compared to the prior period.

 

Consolidated domestic sales increased $2,626,decreased $2,041, or 10.0%6.7%, to $28,794$28,548 during the three months ended September 30, 2019,March 31, 2020, compared to consolidated domestic sales of $26,168$30,589 during the three months ended September 30, 2018. The increaseMarch 31, 2019. We believe the decrease in domestic sales was attributable to an increase in the quantity of new and existing climb and ski products sold during the three months ended September 30, 2019. These increases were partially offset by a decrease in the quantity of new and existing sport products sold during the period.

Consolidated international sales increased $1,891, or 6.4%, to $31,409 during the three months ended September 30, 2019, compared to consolidated international sales of $29,518 during the three months ended September 30, 2018. The increase in international sales was attributablelower consumer demand related to the increaseCOVID-19 pandemic, which drove a decrease in the quantity of new and existing climb, mountain, and ski products sold during the period. These increases were partially offset byperiod, resulting in a $1,844 decrease in sales. We also experienced a decrease in the quantity of new and existing sport products sold.

Consolidated international sales decreased $5,622, or 18.4%, to $25,007 during the three months ended March 31, 2020, compared to consolidated international sales of $30,629 during the three months ended March 31, 2019. We believe the decrease in international sales was attributable to lower consumer demand related to the COVID-19 pandemic, which drove a decrease in the quantity of new and existing climb, mountain, and ski products sold during the period, resulting in a $4,323 decrease in sales. We also experienced a decrease in the quantity of new and existing sport products sold during the period and a decrease in sales of $773$438 due to the strengthening of the U.S. dollar against foreign currencies during the three months ended September 30, 2019March 31, 2020 compared to the prior period.

 


21

CLARUS CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS

(in thousands, except per share amounts)

 

Cost of Goods Sold

 

Consolidated cost of goods sold increased $3,817,decreased $4,119, or 10.7%10.5%, to $39,646$35,043 during the three months ended September 30, 2019,March 31, 2020, compared to consolidated cost of goods sold of $35,829$39,162 during the three months ended September 30, 2018.March 31, 2019. The increasedecrease in cost of goods sold was primarily attributable to an increasea decrease in the number of units sold anddue to lower consumer demand related to the mix of higher cost products sold.COVID-19 pandemic.

 

Gross Profit

 

Consolidated gross profit increased $700,decreased $3,544 or 3.5%16.1%, to $20,557$18,512 during the three months ended September 30, 2019,March 31, 2020, compared to consolidated gross profit of $19,857$22,056 during the three months ended September 30, 2018.March 31, 2019. Consolidated gross margin was 34.1%34.6% during the three months ended September 30, 2019,March 31, 2020, compared to a consolidated gross margin of 35.7%36.0% during the three months ended September 30, 2018.March 31, 2019. Consolidated gross margin during the three months ended September 30, 2019March 31, 2020, decreased compared to the prior year due to an unfavorable mix in lower margin channel distributionimpacts on our supply chain and logistic activities due to the COVID-19 pandemic, along with negative impacts offrom foreign currency.currency and tariffs.

 

Selling, General and Administrative

 

Consolidated selling, general, and administrative expenses increased $670,decreased $210, or 4.2%1.2%, to $16,443$17,370 during the three months ended September 30, 2019,March 31, 2020, compared to consolidated selling, general and administrative expenses of $15,773$17,580 during the three months ended September 30, 2018.March 31, 2019. The increasedecrease in selling, general and administrative expenses was attributable to the Company’s continued investmenta decrease in the brand related activities of researchamortization and development and direct-to-consumer and increased costs incurred associated with our warehousing activities. Stockstock-based compensation also decreased $234 during the three months ended September 30, 2019March 31, 2020 compared to the prior year.

 

Restructuring Charges

 

Consolidated restructuring expense decreased to $0 during the three months ended September 30, 2019,March 31, 2020, compared to consolidated restructuring expense of $22$13 during the three months ended September 30, 2018.March 31, 2019. Restructuring expenses incurred during the three months ended September 30, 2018,March 31, 2019, related to costs associated with the formal closure and liquidation of the Company’s Black Diamond Equipment manufacturing operations in Zhuhai, China.

 

Transaction Costs

 

Consolidated transaction expense decreasedincreased to $37$250 during the three months ended September 30, 2019,March 31, 2020, compared to consolidated transaction costs of $50$46 during the three months ended September 30, 2018,March 31, 2019, which consisted of expenses related to the Company’s acquisition of Sierra.efforts to acquire S.K.B. Corporation.

Interest Expense, net

 

Consolidated interest expense, net increased $50, or 16.5%, to $353 during the three months ended September 30, 2019, compared toMarch 31, 2020 remained consistent with consolidated interest expense, net, of $303 during the three months ended September 30, 2018. Interest expense recognized during the three months ended September 30, 2019 was primarily associated with the average outstanding debt amounts during the period.March 31, 2019.

 

Other, net

 

Consolidated other, net, decreased $522,increased $508, or 511.8%2,208.7%, to expense of $420$531 during the three months ended September 30, 2019,March 31, 2020, compared to consolidated other, net incomeexpense of $102$23 during the three months ended September 30, 2018.March 31, 2019. The decreaseincrease in other, net, was primarily attributable to an increase in remeasurement losses recognized on the Company’s foreign denominated accounts receivable and accounts payable. This decrease was partially offset by gains on mark-to-market adjustments on non-hedged foreign currency contracts. During the three months ended September 30, 2018, the income was primarily attributable to an increase in remeasurement gains recognized on the Company’s foreign denominated accounts receivable and accounts payable.


CLARUS CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS

(in thousands, except per share amounts)

 

Income Taxes

 

Consolidated income tax benefitexpense decreased $283, or 95.3%, to $188$14 during the three months ended September 30, 2019,March 31, 2020, compared to a consolidated income tax benefitexpense of $316$297 during the same period in 2018. The tax expense recorded during the three months ended September 30, 2019 includes a release of certain valuation allowances on the deferred tax assets due to projected taxable income for the current year.

2019. Our effective income tax rate was 5.7%28.0% for the three months ended September 30, 2019,March 31, 2020, and was higher compared to 8.3% for the same periodstatutory tax rates due to an increase in 2018. The primary reasons for the valuation allowance related to the current year R&D tax credits. For the three months ended March 31, 2019, our effective income tax rate changes arewas 7.3% and is lower compared to the statutory tax rates due to differing levels of income before income tax, partiala discrete benefit associated with a release of the valuation allowance on the deferreda tax assets due to current year income, and discrete charges recorded during the respective periods. Factors that could cause our annual effective tax rate to differ materially from our quarterly effective tax rates include changes in the geographic mix of taxable income and discrete events that may occur.reserve.

 

26

22

 

 

CLARUS CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS

(in thousands, except per share amounts)

 

Results of Operations

Condensed Consolidated Nine Months Ended September 30, 2019 Compared to Condensed Consolidated Nine Months Ended September 30, 2018

The following presents a discussion of condensed consolidated operations for the nine months ended September 30, 2019, compared with the condensed consolidated nine months ended September 30, 2018.

  Nine Months Ended 
  September 30, 2019  September 30, 2018 
Sales        
Domestic sales $87,805  $79,667 
International sales  80,610   75,167 
Total sales  168,415   154,834 
         
Cost of goods sold  109,810   101,290 
Gross profit  58,605   53,544 
         
Operating expenses        
Selling, general and administrative  51,215   48,692 
Restructuring charge  13   86 
Transaction costs  124   383 
         
Total operating expenses  51,352   49,161 
         
Operating income  7,253   4,383 
         
Other (expense) income        
Interest expense  (978)  (1,020)
Other, net  (260)  31 
         
Total other expense, net  (1,238)  (989)
         
Income before income tax  6,015   3,394 
Income tax benefit  (570)  (359)
Net income $6,585  $3,753 

Sales

Consolidated sales increased $13,581, or 8.8%, to $168,415 during the nine months ended September 30, 2019, compared to consolidated sales of $154,834 during the nine months ended September 30, 2018. The increase in sales was attributable to the increase in the quantity of new and existing climb, mountain, and ski products sold during the period. These increases were partially offset by a decrease in the quantity of new and existing sport products sold during the period and a decrease in sales of $1,906 due to the strengthening of the U.S. dollar against foreign currencies during the nine months ended September 30, 2019 compared to the prior period.

Consolidated domestic sales increased $8,138, or 10.2%, to $87,805 during the nine months ended September 30, 2019, compared to consolidated domestic sales of $79,667 during the nine months ended September 30, 2018. The increase in domestic sales was attributable to an increase in the quantity of new and existing climb, mountain, and ski products sold during the nine months ended September 30, 2019. These increases were partially offset by a decrease in the quantity of new and existing sport products sold during the period.

Consolidated international sales increased $5,443, or 7.2%, to $80,610 during the nine months ended September 30, 2019, compared to consolidated international sales of $75,167 during the nine months ended September 30, 2018. The increase in international sales was attributable to the increase in the quantity of new and existing climb, mountain, ski, and sport products sold during the period. These increases were partially offset by a decrease in sales of $1,906 due to the strengthening of the U.S. dollar against foreign currencies during the nine months ended September 30, 2019 compared to the prior period.


CLARUS CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS

(in thousands, except per share amounts)

Cost of Goods Sold

Consolidated cost of goods sold increased $8,520, or 8.4%, to $109,810 during the nine months ended September 30, 2019, compared to consolidated cost of goods sold of $101,290 during the nine months ended September 30, 2018. The increase in cost of goods sold was attributable to an increase in the number of units sold and the mix of higher cost products sold.

Gross Profit

Consolidated gross profit increased $5,061, or 9.5%, to $58,605 during the nine months ended September 30, 2019, compared to consolidated gross profit of $53,544 during the nine months ended September 30, 2018. Consolidated gross margin was 34.8% during the nine months ended September 30, 2019, compared to a consolidated gross margin of 34.6% during the nine months ended September 30, 2018. Consolidated gross margin during the nine months ended September 30, 2019, increased compared to the prior year due to a favorable product mix in higher margin products. Gross margin during the nine months ended September 30, 2018 included a decrease in gross margin of 0.7% due to the sale of inventory that was recorded at its fair value in purchase accounting.

Selling, General and Administrative

Consolidated selling, general, and administrative expenses increased $2,523, or 5.2%, to $51,215 during the nine months ended September 30, 2019, compared to consolidated selling, general and administrative expenses of $48,692 during the nine months ended September 30, 2018. The increase in selling, general and administrative expenses was attributable to the Company’s continued investment in the brand related activities of sales, marketing and research and development in supporting its strategic initiatives around new product introduction and increasing brand equity. Stock compensation also increased $179 during the nine months ended September 30, 2019 compared to the prior year.

Restructuring Charges

Consolidated restructuring expense decreased $73, or 84.9%, to $13 during the nine months ended September 30, 2019, compared to consolidated restructuring expense of $86 during the nine months ended September 30, 2018. Restructuring expenses incurred during the nine months ended September 30, 2019 and 2018, related to costs associated with the formal closure and liquidation of the Company’s Black Diamond Equipment manufacturing operations in Zhuhai, China.

Transaction Costs

Consolidated transaction expense decreased to $124 during the nine months ended September 30, 2019, compared to consolidated transaction costs of $383 during the nine months ended September 30, 2018, which consisted of expenses related to the Company’s acquisition of Sierra.

Interest Expense, net

Consolidated interest expense, net decreased $42, or 4.1%, to $978 during the nine months ended September 30, 2019, compared to consolidated interest expense, net, of $1,020 during the nine months ended September 30, 2018. Interest expense recognized during the nine months ended September 30, 2019 was primarily associated with the average outstanding debt amounts during the period. Interest expense recognized during the nine months ended September 30, 2018 was primarily attributable to the write-off of previously capitalized origination costs and interest expense associated with the average outstanding debt amounts during the period.

Other, net

Consolidated other, net, decreased $291, or 938.7%, to expense of $260 during the nine months ended September 30, 2019, compared to consolidated other, net income of $31 during the nine months ended September 30, 2018. The decrease in other, net, was primarily attributable to an increase in remeasurement losses recognized on the Company’s foreign denominated accounts receivable and accounts payable. This decrease was partially offset by gains on mark-to-market adjustments on non-hedged foreign currency contracts. During the nine months ended September 30, 2018, the income was offset by losses related to recognition of cumulative translation adjustments due to the substantial liquidation of a foreign entity.


CLARUS CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS

(in thousands, except per share amounts)

Income Taxes

Consolidated income tax benefit increased $211, or 58.8%, to $570 during the nine months ended September 30, 2019, compared to a consolidated income tax benefit of $359 during the same period in 2018. The tax expense recorded during the nine months ended September 30, 2019 includes a discrete benefit associated with a release of a tax reserve of $63, a release of certain valuation allowances of $1,300, and a discrete benefit associated with stock compensation windfall for $590.

Our effective income tax rate was 9.5% for the nine months ended September 30, 2019, compared to 10.6% for the same period in 2018. The primary reasons for the effective income tax rate changes are due to differing levels of income before income tax, release of a partial valuation allowance of the deferred tax assets due to current year taxable income, and discrete charges recorded during the respective periods. Factors that could cause our annual effective tax rate to differ materially from our quarterly effective tax rates include changes in the geographic mix of taxable income and discrete events that may occur.

Liquidity and Capital Resources

 

Condensed Consolidated NineThree Months Ended September 30, 2019March 31, 2020 Compared to Condensed Consolidated NineThree Months Ended September 30, 2018March 31, 2019

 

The following presents a discussion of cash flows for the condensed consolidated nine months ended September 30, 2019 compared with the condensed consolidated nine months ended September 30, 2018. Our primary ongoing funding requirements are for working capital, expansion of our operations (both organically and through acquisitions) and general corporate needs, as well as investing activities associated with the expansion into new product categories. We plan to fund these activities through a combination of our future operating cash flows and revolving credit facility.facility which had approximately $27,900 available to borrow at March 31, 2020. We believe that our liquidity requirements for at least the next 12 months will be adequately covered by cash provided by operations and our existing revolving credit facility. AtHowever, as the impact of the COVID-19 pandemic on the economy and our operations evolves, we will continue to assess our liquidity needs. The COVID-19 pandemic has negatively affected the U.S. and global economies, disrupted global supply chains, and resulted in significant travel and transport restrictions and disruption of financial markets. An extended period of global supply chain and economic disruption could materially affect our business, results of operations, ability to meet debt covenants, access to sources of liquidity and financial condition. Given the economic uncertainty as a result of the pandemic, we have taken actions to improve our current liquidity position, including drawing on the credit facility, suspending share repurchases and cash dividends, postponing nonessential capital expenditures, and reducing operating costs. Further, subsequent to the balance sheet date, we borrowed $20,000 under the term loan portion of the Credit Agreement to increase our overall liquidity. The proceeds borrowed on the term loan were used to pay down amounts outstanding on our revolving loan commitment. The Company is required to repay the term loan through quarterly payments of $1,000 each beginning with September 30, 2019,2020, and any remaining obligations will be repaid in full on the maturity date of the Credit Agreement of May 3, 2024.

At March 31, 2020, we had total cash of $1,851,$12,796, compared to a cash balance of $2,486$1,703 at December 31, 2018,2019, which was substantially controlled by the Company’s U.S. entities. At September 30, 2019,March 31, 2020, the Company had $1,606$2,971 of the $1,851$12,796 in cash held by foreign entities, of which $385$763 is considered permanently reinvested.

 

  Nine Months Ended 
  September 30, 2019  September 30, 2018 
Net cash provided by operating activities $5,635  $7,612 
Net cash used in investing activities  (2,818)  (2,194)
Net cash used in financing activities  (3,379)  (4,285)
Effect of foreign exchange rates on cash  (73)  16 
Change in cash  (635)  1,149 
Cash, beginning of period  2,486   1,856 
Cash, end of period $1,851  $3,005 

The following presents a discussion of cash flows for the condensed consolidated three months ended March 31, 2020 compared with the condensed consolidated three months ended March 31, 2019.

  Three Months Ended 
  March 31, 2020  March 31, 2019 
       
Net cash provided by operating activities $3,499  $5,705 
Net cash used in investing activities  (1,299)  (1,045)
Net cash provided by (used in) financing activities  8,649   (4,568)
Effect of foreign exchange rates on cash  244   (56)
Change in cash  11,093   36 
Cash, beginning of period  1,703   2,486 
Cash, end of period $12,796  $2,522 

 

Net Cash From Operating Activities

 

Consolidated net cash provided by operating activities was $5,635$3,499 during the ninethree months ended September 30, 2019,March 31, 2020, compared to $7,612$5,705 during the ninethree months ended September 30, 2018.March 31, 2019. The decrease in net cash provided by operating activities during 20192020 is primarily due to a decrease in net income partially offset by an increase in net operating assets, net of assets acquired or non-cash working capital of $4,972, partially offset by an increase in net income$1,987, during the ninethree months ended September 30, 2019,March 31, 2020, compared to the same period in 2018.2019.

23

CLARUS CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS

(in thousands, except per share amounts)

 

Free cash flow, defined as net cash provided by operating activities less capital expenditures, of $2,797$2,197 was generated during the ninethree months ended September 30, 2019March 31, 2020 compared to $5,758$4,659 generated during the same period in 2018.2019. The Company believes that the non-GAAP measure, free cash flow, provides an understanding of the capital required by the Company to expand its asset base. A reconciliation of free cash flows to comparable GAAP financial measures is set forth below:

 


CLARUS CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS

(in thousands, except per share amounts)

 Three Months Ended 
 Nine Months Ended  March 31, 2020  March 31, 2019 
 September 30, 2019  September 30, 2019      
Net cash provided by operating activities $5,635  $7,612  $3,499  $5,705 
Purchase of property and equipment  (2,838)  (1,854)  (1,302)  (1,046)
Free cash flow $2,797  $5,758  $2,197  $4,659 

 

Net Cash From Investing Activities

 

Consolidated net cash used in investing activities was $2,818$1,299 during the ninethree months ended September 30, 2019,March 31, 2020, compared to $2,194$1,045 during the ninethree months ended September 30, 2018.March 31, 2019. The increase in cash used during the ninethree months ended September 30, 2019March 31, 2020 is due to an increase in purchases of property and equipment, compared to the same period in 2018.2019.

 

Net Cash From Financing Activities

 

Consolidated net cash used inprovided by financing activities was $3,379$8,649 during the ninethree months ended September 30, 2019,March 31, 2020, compared to $4,285consolidated net cash used of $4,568 during the ninethree months ended September 30, 2018.March 31, 2019. The decreaseincrease in cash usedprovided during the ninethree months ended September 30, 2019March 31, 2020 compared to the same period in 20182019 was primarily due to net proceeds from the revolving line of credit and was partially offset by dividend payments.credit.

 

Net Operating Loss

 

As of December 31, 2018,2019, the Company had net operating loss (“NOL”) and research and experimentation credit for U.S. federal income tax purposes of $141,067$131,621 and $3,791,$4,250, respectively. The Company believes its U.S. Federal NOL will offset some of its future U.S. Federal income taxes. The majority of the Company’s pre-tax income is currently earned and expected to be earned in the U.S., or taxed in the U.S. as Subpart F income and will be offset with the NOL. None$131,621 of the NOLnet operating losses available to offset taxable income willdoes not expire until 20212022 or later, subject to compliance with Section 382 of the Internal Revenue Code of 1986, as amended.

 

As of December 31, 2018,2019, the Company’s gross deferred tax asset was $47,922.$43,945. The Company has recorded a valuation allowance of $42,122,$28,632, resulting in a net deferred tax asset of $5,800,$15,313, before deferred tax liabilities of $8,719.$8,633. The Company has provided a valuation allowance against a portion of the net deferred tax assets as of March 31, 2020 and December 31, 2018,2019, because the ultimate realization of those assets does not meet the more likely than not criteria. The majority of the Company’s deferred tax assets consist of net operating loss carryforwards for federal tax purposes. If a change in control were to occur, these could be limited under Section 382 of the Internal Revenue Code of 1986 (“Code”), as amended.

 

Credit Agreement

 

On May 3, 2019, the Company together with certain of its direct and indirect domestic subsidiaries (the “Borrowers”) and the other loan parties party thereto entered into a Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto, for borrowings of up to $60,000 under a revolving credit facility (including up to $5,000 for letters of credit), and borrowings of up to $40,000 under a term loan facility that is available to be drawn until May 3, 2020. The Credit Agreement also permits the Borrowers, subject to certain requirements, to arrange with lenders for an aggregate of up to $50,000 of additional revolving and/or term loan commitments (both of which are currently uncommitted), for potential aggregate revolving and term loan commitments under the Credit Agreement of up to $150,000. The Credit Agreement matures on May 3, 2024.

 

The Borrowers may elect to have the revolving and term loans under the Credit Agreement bear interest at an alternate base rate or a Eurodollar rate plus an applicable rate. The applicable rate for these borrowings will range from 0.50% to 1.25% per annum, in the case of alternate base rate borrowings, and 1.50% to 2.25% per annum, in the case of Eurodollar borrowings. The applicable rate was initially 0.875% per annum, in the case of alternate base rate borrowings, and 1.875% per annum, in the case of Eurodollar borrowings, however, it may be adjusted from time to time based upon the level of the Company’s consolidated total leverage ratio. The Credit Agreement also requires the Borrowers to pay a commitment fee on the unused portion of the revolving and term loan commitments. Such commitment fee will range between 0.15% and 0.25% per annum, and is also based upon the level of the Company’s consolidated total leverage ratio.

 

As of September 30, 2019,March 31, 2020, the Company had drawn approximately $24,908$32,063 of the $60,000 revolving loan commitment, and none of the $40,000 term loan commitment, that was available for borrowing under the Credit Agreement. As of September 30, 2019,March 31, 2020, the interest rate for such loans was 3.5625%2.4375%. On April 30, 2020, which was subsequent to the balance sheet date, the Company borrowed $20,000 under the term loan facility and used the proceeds to pay down amounts outstanding under the revolving portion of the Credit Agreement. The Company is required to repay the term loan through quarterly payments of $1,000 each beginning with September 30, 2020, and any remaining obligations will be repaid in full on the maturity date of the Credit Agreement of May 3, 2024.

 


24

CLARUS CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS

(in thousands, except per share amounts)

 

On May 3, 2019, concurrent with entering intoThe Credit Agreement contains restrictions on the Company’s ability to pay dividends or make distributions or other restricted payments if certain conditions in the Credit Agreement are not fulfilled. The Credit Agreement also includes other customary affirmative and negative covenants, including financial covenants relating to the Company’s previous credit facilityconsolidated total leverage ratio and fixed charge coverage ratio. The Company was in compliance with JPMorgan Chase Bank, N.A., which provided for a revolving commitmentthe debt covenants set forth in the Credit Agreement as of up to $75,000, was paid in full and terminated.March 31, 2020.

 

Off-Balance Sheet Arrangements

 

We do not engage in any transactions or have relationships or other arrangements with unconsolidated entities. These include special purpose and similar entities or other off-balance sheet arrangements. We also do not engage in energy, weather or other commodity-based contracts.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

There has not been any material change in the market risk disclosure contained in our Annual Report on Form 10-K for the year ended December 31, 2018.2019.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

The Company’s management carried out an evaluation, under the supervision and with the participation of the Company’s Executive Chairman and Chief Administrative Officer/Chief Financial Officer, its principal executive officer and principal financial officer, respectively, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15I and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) as of September 30, 2019,March 31, 2020, pursuant to Exchange Act Rule 13a-15. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company is accumulated and communicated to the appropriate management on a basis that permits timely decisions regarding disclosure. Based upon that evaluation, the Company’s Executive Chairman and Chief Administrative Officer/Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of September 30, 2019,March 31, 2020, were effective.

 

Changes in Internal Control over Financial Reporting

 

There has been no change in our internal control over financial reporting that occurred during the ninethree months ended September 30, 2019,March 31, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

31

25

 

 

CLARUS CORPORATION

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Legal Proceedings

 

The Company is involved in various legal disputes and other legal proceedings that arise from time to time in the ordinary course of business. Based on currently available information, the Company does not believe that the disposition of any of the legal disputes the Company or its subsidiaries is currently involved in will have a material adverse effect upon the Company’s consolidated financial condition, results of operations or cash flows. It is possible that, as additional information becomes available, the impact on the Company of an adverse determination could have a different effect.

 

Litigation

 

The Company is involved in various lawsuits arising from time to time that the Company considers ordinary routine litigation incidental to its business. Amounts accrued for litigation matters represent the anticipated costs (damages and/or settlement amounts) in connection with pending litigation and claims and related anticipated legal fees for defending such actions, which legal fees are expensed as incurred. The costs are accrued when it is both probable that a liability has been incurred and the amount can be reasonably estimated. The accruals are based upon the Company’s assessment, after consultation with counsel (if deemed appropriate), of probable loss based on the facts and circumstances of each case, the legal issues involved, the nature of the claim made, the nature of the damages sought and any relevant information about the plaintiffs and other significant factors that vary by case. When it is not possible to estimate a specific expected cost to be incurred, the Company evaluates the range of probable loss and records the minimum end of the range. Based on currently available information, the Company does not believe that it is reasonably possible that the disposition of any of the legal disputes the Company or its subsidiaries is currently involved in will have a material adverse effect upon the Company’s consolidated financial condition, results of operations or cash flows. There is a reasonable possibility of loss from contingencies in excess of the amounts accrued by the Company in the accompanying condensed consolidated balance sheets; however, the actual amounts of such possible losses cannot currently be reasonably estimated by the Company at this time. It is possible that, as additional information becomes available, the impact on the Company could have a different effect.

 

Product Liability

 

As a consumer goods manufacturer and distributor, the Company faces the risk of product liability and related lawsuits involving claims for substantial money damages, product recall actions and higher than anticipated rates of warranty returns or other returns of goods. The Company is therefore vulnerable to various personal injury and property damage lawsuits relating to its products and incidental to its business.

 

Based on current information, there are no pending product liability claims and lawsuits of the Company, which the Company believes in the aggregate, will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

 

ITEM 1A. RISK FACTORS

 

ThereExcept for the risk factors discussed below, there have been no material changes in our risk factors from those disclosed in Part I, Item 1A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.2019.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSOur business, financial condition and results of operations and cash flows, as well as the trading price of our common stock may be negatively impacted by the effects of a disease outbreak, epidemic, pandemic, or similar widespread public health concern, such as travel restrictions or recommendations or mandates from governmental authorities to avoid large gatherings or to self-quarantine, whether as a result of the COVID-19 or coronavirus global pandemic or otherwise.

 

Unregistered Sales of Equity Securities

The Company didThese impacts include, but are not sell any securities during the quarter ended September 30, 2019 that were not registered under the Securities Act of 1933, as amended.

Issuer Repurchases of Equity Securities

On November 9, 2015, the Company announced that its Board of Directors authorized a stock repurchase program that allows the repurchase of up to $30,000,000 of the Company’s outstanding common stock. During the third quarter of 2019, the Company purchased 243,873 shares of the Company’s common stock for $2,662,123 under the Company’s authorized stock repurchase program.limited to:

 


Significant reductions in demand or significant volatility in demand for one or more of our products, which may be caused by, among other things: the temporary inability of consumers to purchase our products due to illness, quarantine or other travel restrictions, financial hardship or adverse economic conditions, or the closure of retail stores that market our products;

CLARUS CORPORATION

        Total Number of Shares  Maximum Dollar Value 
        Purchased as Part of  of Shares that May Yet 
  Total Number of  Average Price Paid  Publicly Announced  Be Purchased Under 
  Shares Purchased  per Share  Plans or Programs  the Plans or Programs 
Period                
July 1 to 31, 2019  -  $-   -  $13,455,710 
August 1 to 31, 2019  243,873  $10.92   243,873  $10,793,587 
September 1 to 30, 2019  -  $-   -  $10,793,587 
Total  243,873             

 

33

26

 

 

CLARUS CORPORATION

Disruptions in our manufacturing and supply arrangements caused by constrained workforce capacity or the loss or disruption of other essential manufacturing and supply elements such as raw materials or other finished product components, transportation, or other manufacturing and distribution capability;

Failure of third parties on which we rely, including our suppliers, manufacturers, distributors, customers, retailers or other service providers to meet their obligations to the Company;

Significant changes in the political conditions in the markets in which we operate and/or manufacture, sell or distribute our products, including quarantines, import/export restrictions, price controls, or governmental or regulatory actions, closures or travel restrictions; or

Our ability to maintain adequate liquidity and/or meet debt covenants contained in the Company’s credit agreement if the Company is unable to resume normal operations in a timely fashion.

Our failure to effectively manage and remedy these impacts on the Company, could have a material adverse effect on our business, financial condition, results of operations and cash flows, as well as the trading price of our common stock.

27

CLARUS CORPORATION

 

ITEM 6. EXHIBITS

 

ExhibitDescription
2.1Stock Purchase Agreement dated March 10, 2020, by and among Everest/Sapphire Acquisition, LLC, the Company, S.K.B. Corporation, David Sanderson and Steven Kottman (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2020 and incorporated herein by reference).
10.1Letter to TT Investimentos Ltda. dated March 23, 2020 (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 24, 2020 and incorporated herein by reference).
10.2Letter Agreement dated April 30, 2020, by and among Everest/Sapphire Acquisition, LLC, the Company, S.K.B. Corporation, David Sanderson, Steven Kottman and Steven Kottman, as Sellers’ Representative (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 1, 2020 and incorporated herein by reference).
  
31.1Certification of Principal Executive Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
  
31.2Certification of Principal Financial Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
  
32.1Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
  
32.2Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
  
101.INSXBRL Instance Document *
  
101.SCHXBRL Taxonomy Extension Schema Document *
  
101.CALXBRL Taxonomy Extension Calculation Linkbase Document*
  
101.DEFXBRL Taxonomy Extension Definition Linkbase Document *
  
101.LABXBRL Taxonomy Extension Label Linkbase Document *
  
101.PREXBRL Taxonomy Extension Presentation Linkbase Document *
  
*Filed herewith
  
**Furnished herewith

 


28

CLARUS CORPORATION

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 CLARUS CORPORATION
   
Date: November 4, 2019May 11, 2020By:/s/ /s/ Warren B. Kanders
  Name:Warren B. Kanders
 Title:Executive Chairman
  

Title:

Executive Chairman

(Principal Executive Officer)

 

 By:/s/ /s/ Aaron J. Kuehne
  Name:Aaron J. Kuehne
 Title:Chief Administrative Officer and
  

Title:

Chief Administrative Officer and

Chief Financial Officer

(Principal Financial Officer)

(Principal Accounting Officer)

 


29