Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 02, 2022 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Transition Report | false | |
Entity File Number | 001-34767 | |
Entity Registrant Name | CLARUS CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 58-1972600 | |
Entity Address, Address Line One | 2084 East 3900 South | |
Entity Address, City or Town | Salt Lake City | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84124 | |
City Area Code | 801 | |
Local Phone Number | 278-5552 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, par value $.0001 per share | |
Trading Symbol | CLAR | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 37,036,468 | |
Entity Central Index Key | 0000913277 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 10,365 | $ 19,465 |
Accounts receivable, less allowance for credit losses of $1,200 and $811 | 76,468 | 66,180 |
Inventories | 155,206 | 129,354 |
Prepaid and other current assets | 14,586 | 11,831 |
Income tax receivable | 860 | 116 |
Total current assets | 257,485 | 226,946 |
Property and equipment, net | 42,140 | 42,826 |
Other intangible assets, net | 56,789 | 73,683 |
Indefinite-lived intangible assets | 119,201 | 128,271 |
Goodwill | 112,247 | 118,090 |
Deferred income taxes | 22,304 | 22,433 |
Other long-term assets | 17,775 | 19,578 |
Total assets | 627,941 | 631,827 |
Current liabilities | ||
Accounts payable | 23,640 | 31,488 |
Accrued liabilities | 26,271 | 27,473 |
Income tax payable | 1,109 | 4,437 |
Current portion of long-term debt | 10,306 | 9,585 |
Total current liabilities | 61,326 | 72,983 |
Long-term debt, net | 156,852 | 131,948 |
Deferred income taxes | 30,704 | 35,280 |
Other long-term liabilities | 15,970 | 21,448 |
Total liabilities | 264,852 | 261,659 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value per share; 5,000 shares authorized; none issued | ||
Common stock, $0.0001 par value per share; 100,000 shares authorized; 41,625 and 41,105 issued and 37,036 and 37,094 outstanding, respectively | 4 | 4 |
Additional paid in capital | 677,120 | 662,996 |
Accumulated deficit | (254,313) | (263,342) |
Treasury stock, at cost | (32,707) | (24,440) |
Accumulated other comprehensive income (loss) | (27,015) | (5,050) |
Total stockholders' equity | 363,089 | 370,168 |
Total liabilities and stockholders' equity | $ 627,941 | $ 631,827 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Condensed Consolidated Balance Sheets | ||
Allowance for credit losses | $ 1,200 | $ 811 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 41,625,000 | 41,105,000 |
Common stock, shares outstanding | 37,036,000 | 37,094,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Sales | ||||
Sales | $ 115,715 | $ 108,971 | $ 343,924 | $ 257,611 |
Cost of goods sold | 76,291 | 69,792 | 216,566 | 163,361 |
Gross profit | 39,424 | 39,179 | 127,358 | 94,250 |
Operating expenses | ||||
Selling, general and administrative | 32,340 | 31,314 | 101,959 | 72,903 |
Transaction costs | 858 | 8,147 | 2,880 | 9,272 |
Contingent consideration expense | 104 | 493 | ||
Total operating expenses | 33,302 | 39,461 | 105,332 | 82,175 |
Operating income (loss) | 6,122 | (282) | 22,026 | 12,075 |
Other expense | ||||
Interest expense, net | (2,216) | (1,476) | (5,060) | (1,926) |
Other, net | (1,238) | 338 | (2,648) | (4,263) |
Total other expense, net | (3,454) | (1,138) | (7,708) | (6,189) |
Income (loss) before income tax | 2,668 | (1,420) | 14,318 | 5,886 |
Income tax expense (benefit) | (83) | (5,950) | 2,494 | (6,161) |
Net income (loss) | 2,751 | 4,530 | 11,824 | 12,047 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustment | (11,386) | (8,933) | (22,941) | (9,654) |
Unrealized gain on hedging activities | 268 | 268 | 976 | 1,272 |
Other comprehensive income (loss) | (11,118) | (8,665) | (21,965) | (8,382) |
Comprehensive income (loss) | $ (8,367) | $ (4,135) | $ (10,141) | $ 3,665 |
Net income per share: | ||||
Basic | $ 0.07 | $ 0.13 | $ 0.32 | $ 0.37 |
Diluted | $ 0.07 | $ 0.13 | $ 0.30 | $ 0.35 |
Weighted average shares outstanding: | ||||
Basic | 37,369 | 33,800 | 37,256 | 32,159 |
Diluted | 39,580 | 36,164 | 39,694 | 34,044 |
Domestic Sales [Member] | ||||
Sales | ||||
Sales | $ 55,540 | $ 61,259 | $ 181,920 | $ 160,708 |
International Sales [Member] | ||||
Sales | ||||
Sales | $ 60,175 | $ 47,712 | $ 162,004 | $ 96,903 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows From Operating Activities: | ||
Net income | $ 11,824 | $ 12,047 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation of property and equipment | 5,800 | 4,336 |
Amortization of other intangible assets | 11,740 | 5,971 |
Amortization of debt issuance costs | 593 | 335 |
Loss (gain) on disposition of property and equipment | (41) | (2) |
Noncash lease expense | 2,412 | 1,507 |
Contingent consideration expense | 468 | |
Stock-based compensation | 9,142 | 6,414 |
Deferred income taxes | (410) | (7,006) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (24,941) | (13,079) |
Inventories | (30,243) | (25,181) |
Prepaid and other assets | (2,126) | (5,912) |
Accounts payable | 4,662 | 1,358 |
Accrued liabilities | (2,756) | 2,200 |
Income taxes | (3,870) | (89) |
Net cash provided by (used in) operating activities | (17,746) | (17,101) |
Cash Flows From Investing Activities: | ||
Purchase of business, net of cash received | (135,627) | |
Proceeds from disposition of property and equipment | 438 | 25 |
Purchases of property and equipment | (6,216) | (5,579) |
Net cash provided by (used in) investing activities | (5,778) | (141,181) |
Cash Flows From Financing Activities: | ||
Proceeds from revolving credit facilities | 98,991 | 87,703 |
Repayments on revolving credit facilities | (72,804) | (37,871) |
Repayments on term loans | (125,191) | (5,814) |
Proceeds from issuance of term loans | 125,000 | 109,154 |
Payment of debt issuance costs | (1,385) | (722) |
Purchase of treasury stock | (8,267) | (651) |
Proceeds from exercise of stock options | 2,721 | 1,652 |
Cash dividends paid | (2,795) | (2,410) |
Payment of contingent consideration | (943) | |
Net cash provided by (used in) financing activities | 15,327 | 151,041 |
Effect of foreign exchange rates on cash | (903) | (378) |
Change in cash | (9,100) | (7,619) |
Cash, beginning of year | 19,465 | 17,789 |
Cash, end of period | 10,365 | 10,170 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid income taxes | 7,155 | 353 |
Cash paid for interest | 4,107 | 1,389 |
Supplemental Disclosures of Non-Cash Investing and Financing Activities: | ||
Stock issued for business acquisitions | 2,261 | 55,333 |
Contingent consideration for business acquisition | 3,564 | |
Property and equipment purchased with accounts payable | 127 | 57 |
Unpaid debt issuance costs | 270 | |
Lease liabilities arising from obtaining right of use assets | $ 1,324 | $ 6,421 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
Balance at Dec. 31, 2020 | $ 4 | $ 513,979 | $ (286,100) | $ (23,789) | $ 500 | $ 204,594 |
Balance, shares at Dec. 31, 2020 | 35,198 | |||||
Balance, shares at Dec. 31, 2020 | (3,970) | |||||
Net income | 5,677 | 5,677 | ||||
Other comprehensive income (loss) | (120) | (120) | ||||
Cash dividends ($0.025 per share) | (783) | (783) | ||||
Purchase of treasury stock | $ (651) | (651) | ||||
Purchase of treasury stock, shares | (41) | |||||
Stock-based compensation expense | 1,524 | 1,524 | ||||
Proceeds from exercise of options | 246 | 246 | ||||
Proceeds from exercise of options, shares | 127 | |||||
Balance at Mar. 31, 2021 | $ 4 | 515,749 | (281,206) | $ (24,440) | 380 | 210,487 |
Balance, shares at Mar. 31, 2021 | 35,325 | |||||
Balance, shares at Mar. 31, 2021 | (4,011) | |||||
Balance at Dec. 31, 2020 | $ 4 | 513,979 | (286,100) | $ (23,789) | 500 | 204,594 |
Balance, shares at Dec. 31, 2020 | 35,198 | |||||
Balance, shares at Dec. 31, 2020 | (3,970) | |||||
Net income | 12,047 | |||||
Other comprehensive income (loss) | (8,382) | |||||
Stock-based compensation expense | 6,414 | |||||
Balance at Sep. 30, 2021 | $ 4 | 577,378 | (276,463) | $ (24,440) | (7,882) | 268,597 |
Balance, shares at Sep. 30, 2021 | 37,811 | |||||
Balance, shares at Sep. 30, 2021 | (4,011) | |||||
Balance at Mar. 31, 2021 | $ 4 | 515,749 | (281,206) | $ (24,440) | 380 | 210,487 |
Balance, shares at Mar. 31, 2021 | 35,325 | |||||
Balance, shares at Mar. 31, 2021 | (4,011) | |||||
Net income | 1,840 | 1,840 | ||||
Other comprehensive income (loss) | 403 | 403 | ||||
Cash dividends ($0.025 per share) | (782) | (782) | ||||
Stock-based compensation expense | 1,826 | 1,826 | ||||
Proceeds from exercise of options | 1,406 | 1,406 | ||||
Proceeds from exercise of options, shares | 171 | |||||
Balance at Jun. 30, 2021 | $ 4 | 518,981 | (280,148) | $ (24,440) | 783 | 215,180 |
Balance, shares at Jun. 30, 2021 | 35,496 | |||||
Balance, shares at Jun. 30, 2021 | (4,011) | |||||
Net income | 4,530 | 4,530 | ||||
Other comprehensive income (loss) | (8,665) | (8,665) | ||||
Cash dividends ($0.025 per share) | (845) | (845) | ||||
Stock-based compensation expense | 3,064 | 3,064 | ||||
Shares issued in business acquisition | 55,333 | 55,333 | ||||
Shares issued in business acquisitions, shares | 2,315 | |||||
Balance at Sep. 30, 2021 | $ 4 | 577,378 | (276,463) | $ (24,440) | (7,882) | 268,597 |
Balance, shares at Sep. 30, 2021 | 37,811 | |||||
Balance, shares at Sep. 30, 2021 | (4,011) | |||||
Balance at Dec. 31, 2021 | $ 4 | 662,996 | (263,342) | $ (24,440) | (5,050) | 370,168 |
Balance, shares at Dec. 31, 2021 | 41,105 | |||||
Balance, shares at Dec. 31, 2021 | (4,011) | |||||
Net income | 5,309 | 5,309 | ||||
Other comprehensive income (loss) | 6,163 | 6,163 | ||||
Cash dividends ($0.025 per share) | (930) | (930) | ||||
Purchase of treasury stock | $ (1,097) | (1,097) | ||||
Purchase of treasury stock, shares | (51) | |||||
Stock-based compensation expense | 3,367 | 3,367 | ||||
Proceeds from exercise of options | 126 | 126 | ||||
Proceeds from exercise of options, shares | 167 | |||||
Balance at Mar. 31, 2022 | $ 4 | 666,489 | (258,963) | $ (25,537) | 1,113 | 383,106 |
Balance, shares at Mar. 31, 2022 | 41,272 | |||||
Balance, shares at Mar. 31, 2022 | (4,062) | |||||
Balance at Dec. 31, 2021 | $ 4 | 662,996 | (263,342) | $ (24,440) | (5,050) | 370,168 |
Balance, shares at Dec. 31, 2021 | 41,105 | |||||
Balance, shares at Dec. 31, 2021 | (4,011) | |||||
Net income | 11,824 | |||||
Other comprehensive income (loss) | (21,965) | |||||
Stock-based compensation expense | 9,142 | |||||
Balance at Sep. 30, 2022 | $ 4 | 677,120 | (254,313) | $ (32,707) | (27,015) | 363,089 |
Balance, shares at Sep. 30, 2022 | 41,625 | |||||
Balance, shares at Sep. 30, 2022 | (4,589) | |||||
Balance at Mar. 31, 2022 | $ 4 | 666,489 | (258,963) | $ (25,537) | 1,113 | 383,106 |
Balance, shares at Mar. 31, 2022 | 41,272 | |||||
Balance, shares at Mar. 31, 2022 | (4,062) | |||||
Net income | 3,764 | 3,764 | ||||
Other comprehensive income (loss) | (17,010) | (17,010) | ||||
Cash dividends ($0.025 per share) | (931) | (931) | ||||
Stock-based compensation expense | 3,555 | 3,555 | ||||
Proceeds from exercise of options | 542 | 542 | ||||
Proceeds from exercise of options, shares | 56 | |||||
Balance at Jun. 30, 2022 | $ 4 | 670,586 | (256,130) | $ (25,537) | (15,897) | 373,026 |
Balance, shares at Jun. 30, 2022 | 41,328 | |||||
Balance, shares at Jun. 30, 2022 | (4,062) | |||||
Net income | 2,751 | 2,751 | ||||
Other comprehensive income (loss) | (11,118) | (11,118) | ||||
Cash dividends ($0.025 per share) | (934) | (934) | ||||
Purchase of treasury stock | $ (7,170) | (7,170) | ||||
Purchase of treasury stock, shares | (527) | |||||
Stock-based compensation expense | 2,220 | 2,220 | ||||
Proceeds from exercise of options | 2,053 | 2,053 | ||||
Proceeds from exercise of options, shares | 189 | |||||
Shares issued in business acquisition | 2,261 | 2,261 | ||||
Shares issued in business acquisitions, shares | 108 | |||||
Balance at Sep. 30, 2022 | $ 4 | $ 677,120 | $ (254,313) | $ (32,707) | $ (27,015) | $ 363,089 |
Balance, shares at Sep. 30, 2022 | 41,625 | |||||
Balance, shares at Sep. 30, 2022 | (4,589) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements Of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Condensed Consolidated Statements Of Stockholders' Equity [Abstract] | ||||||
Dividends per share | $ 0.025 | $ 0.025 | $ 0.025 | $ 0.025 | $ 0.025 | $ 0.025 |
Nature Of Operations And Summar
Nature Of Operations And Summary Of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Nature Of Operations And Summary Of Significant Accounting Policies [Abstract] | |
Nature Of Operations And Summary Of Significant Accounting Policies | NOT E 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, 2022 and December 31, 2021 and for the three and nine months ended September 30, 2022 and 2021, 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 for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be obtained for the year ending December 31 , 2022. 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, 2021, filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2022. Nature of Business Headquartered in Salt Lake City, Utah, we are a global leading designer, developer, manufacturer and distributor of best-in-class outdoor equipment and lifestyle products focused on the outdoor and consumer enthusiast markets. Our mission is to identify, acquire and grow outdoor “super fan” brands through our unique “innovate and accelerate” strategy. We define a “super fan” brand as a brand that creates the world’s pre-eminent, performance-defining product that the best-in-class user cannot live without. Each of our brands has a long history of continuous product innovation for core and everyday users alike. The Company’s products are principally sold globally under the Black Diamond®, Sierra®, Barnes®, Rhino-Rack® and MAXTRAX® brand names through outdoor specialty and online retailers, our own websites, distributors and original equipment manufacturers. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The more significant estimates relate to the fair value of net assets acquired in business combinations, excess or obsolete inventory, allowance for credit losses, contingent consideration liabilities, and valuation of deferred tax assets, long-lived assets, goodwill and other intangible assets. We base our estimates on historical experience, projected future cash flows, and other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates. Significant Accounting Policies Accounting Pronouncements adopted during 2022 During the nine months ended September 30, 2022, the Company adopted Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The ASU was adopted on a prospective basis. 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 was phased out in 2021, to alternate reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The adoption of this standard did not have a material effect on the Company’s consolidated financial statements and related disclosures. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Acquisitions [Abstract] | |
Acquisitions | NOTE 2. ACQUISITIONS MAXTRAX On November 26, 2021, Clarus entered into a Share and Unit Purchase Agreement (the “MAXTRAX Purchase Agreement”) to acquire MaxTrax Australia Pty Ltd (“MAXTRAX”), which subsequently closed on December 1, 2021. All United States dollar amounts contained herein are based on the exchange rates in effect for Australian dollars ($AUD) and the market value of the Company’s common stock at the time of closing of the acquisition of MAXTRAX (the “MAXTRAX Acquisition”). The Company acquired MAXTRAX for an aggregate purchase price of $AUD 49,744 (approximately $ 35,475 ), subject to a post-closing adjustment, comprised of $AUD 37,551 (approximately $ 26,780 ) cash, 107 shares of the Company’s common stock valued at $ 2,594 , and additional consideration described below. The MAXTRAX Purchase Agreement also provides for the payment of additional consideration in the form of shares of the Company’s common stock valued at $AUD 6,250 (approximately $ 4,457 ) split equally on June 30, 2022 and 2023. During the three months ended September 30, 2022, approximately 108 shares of the Company’s common stock were issued in accordance with the MAXTRAX Purchase Agreement as additional consideration. The MAXTRAX Purchase Agreement provides for the payment of additional contingent consideration up to $AUD 6,250 (approximately $ 4,457 ) in cash if certain future net sales thresholds are met during 2022 and 2023 (the “MAXTRAX Contingent Consideration”). The Company estimated the initial fair value of the MAXTRAX Contingent Consideration to be $AUD 2,307 (approximately $ 1,644 ) and has recorded this liability within accrued liabilities and other long-term liabilities. The net sales threshold required for the payment of the 2022 portion of the MAXTRAX Contingent Consideration was met during the 2022 measurement period ended June 30, 2022. See Note 10 for discussion regarding the valuation of the MAXTRAX Contingent Consideration as of September 30, 2022. The acquisition was accounted for as a business combination. Rhino-Rack On May 30, 2021, Clarus entered into a Share Sale and Purchase Agreement (the “Purchase Agreement”) to acquire Rhino-Rack Holdings Pty Ltd (“Rhino-Rack”), which subsequently closed on July 1, 2021. All United States dollar amounts contained herein are based on the exchange rates in effect for Australian dollars ($AUD) and the market value of the Company’s common stock at the time of closing of the acquisition of Rhino-Rack (the “Rhino-Rack Acquisition”). The Company acquired Rhino-Rack for an aggregate purchase price of approximately $AUD 269,696 (approximately $ 202,488 ), subject to a post-closing adjustment, comprised of approximately $AUD 191,249 (approximately $ 143,590 ) cash, 2,315 shares of the Company’s common stock valued at $ 55,333 , and additional contingent consideration described below. The Purchase Agreement also provides for the payment of additional contingent consideration up to approximately $AUD 10,000 (approximately $ 7,508 ) if certain future net sales thresholds are met (the “Rhino-Rack Contingent Consideration”). The Company estimated the initial fair value of the Rhino-Rack Contingent Consideration to be approximately $AUD 4,747 (approximately $ 3,565 ) and has recorded this liability within accrued liabilities. The net sales threshold required for the payment of the Rhino-Rack Contingent Consideration was not met during the measurement period ended June 30, 2022. See Note 10 for discussion regarding the valuation of the Rhino-Rack Contingent Consideration as of September 30, 2022. The acquisition was accounted for as a business combination. The Company believes the acquisitions of MAXTRAX and Rhino-Rack are expected to provide the Company with a greater combined global revenue base, increased gross margins, profitability and free cash flows, and access to increased liquidity to further seek to acquire and grow businesses. The following table is a reconciliation to the fair value of the purchase consideration and how the purchase consideration is allocated to assets acquired and liabilities assumed which have been estimated at their fair values. The fair value estimates for the purchase price allocation for MAXTRAX and Rhino-Rack are based on the Company’s best estimates and assumptions as of the reporting date and are considered preliminary. Since our initial purchase price allocation for the MAXTRAX acquisition, we have increased the fair value of accrued liabilities assumed and goodwill by $ 741 . These adjustments were made after receiving certain information, which existed as of the date of acquisition, related to the fair value of assumed liabilities and such amounts were recorded during the first quarter of 2022. The fair value measurements of identifiable assets and liabilities, and the resulting goodwill related to the MAXTRAX Acquisition are subject to change and the final purchase price allocations could be different from the amounts presented below. We expect to finalize the valuation of MAXTRAX as soon as practicable, but not later than one year from the date of the acquisition. The fair value measurements for the acquisition of Rhino-Rack have been completed. The excess of purchase consideration over the assets acquired and liabilities assumed is recorded as goodwill. Goodwill for MAXTRAX and Rhino-Rack is included in the Adventure segment. The goodwill consists largely of the growth and profitability expected from these acquisitions. MAXTRAX Rhino-Rack December 1, 2021 July 1, 2021 Number of Shares Estimated Fair Value Number of Shares Estimated Fair Value Cash paid - $ 26,780 - $ 143,590 Issuance of shares of Clarus Corporation 107 2,594 2,315 55,333 Future issuance of shares of Clarus Corporation - 4,457 - - Contingent consideration - 1,644 - 3,565 Total purchase consideration 107 $ 35,475 2,315 $ 202,488 Assets acquired and liabilities assumed Assets Cash $ 1,869 $ 7,513 Accounts receivable 2,791 10,769 Inventories 1,819 27,046 Prepaid and other current assets 883 644 Property and equipment 139 4,619 Other intangible assets 10,341 55,400 Indefinite-lived intangible assets 10,555 72,800 Goodwill 15,199 78,347 Other long-term assets 979 11,468 Total assets 44,575 268,606 Liabilities Accounts payable and accrued liabilities 2,176 16,511 Income tax payable 251 3,413 Current portion of long-term debt - 607 Long-term debt - 2,107 Deferred income taxes 5,863 32,451 Other long-term liabilities 810 11,029 Total liabilities 9,100 66,118 Net Book Value Acquired $ 35,475 $ 202,488 The estimated fair value of inventory was recorded at expected sales price less cost to sell plus a reasonable profit margin for selling efforts. In connection with the acquisitions, the Company acquired exclusive rights to MAXTRAX’s and Rhino-Rack’s trademarks, customer relationships, and product technologies. The amounts assigned to each class of intangible asset, other than goodwill acquired, and the related average useful lives as of the acquisition dates, are as follows: MAXTRAX Rhino-Rack Average Average Gross Useful Life Gross Useful Life Intangibles subject to amortization Customer relationships $ 8,986 13.5 years $ 40,400 13.5 years Product technologies 1,355 7.0 years 15,000 10.0 years Intangibles not subject to amortization Trademarks 10,555 N/A 72,800 N/A $ 20,896 12.6 years $ 128,200 12.6 years The full amount of goodwill of $ 15,199 for MAXTRAX and $ 78,347 for Rhino-Rack is expected to be non-deductible for tax purposes. No pre-existing relationships existed between the Company and MAXTRAX and Rhino-Rack or their sellers prior to the acquisition. MAXTRAX and Rhino-Rack revenue and operating income are included in the Adventure segment. The following unaudited pro forma results are based on the individual historical results of the Company, MAXTRAX and Rhino-Rack, with adjustments to give effect as if the acquisitions and borrowings used to finance the acquisitions had occurred on January 1, 2020, after giving effect to certain adjustments, including the amortization of intangible assets, depreciation of fixed assets, interest expense and taxes and assumes the purchase price was allocated to the assets purchased and liabilities assumed based on their fair market values at the date of purchase. Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Sales $ 113,467 $ 319,559 Net income $ 17,144 $ 28,175 Net income per share - basic $ 0.51 $ 0.88 Net income per share - diluted $ 0.47 $ 0.83 The unaudited pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred had the transactions been consummated as of January 1, 2020. Furthermore, such pro forma information is not necessarily indicative of future operating results of the combined companies and should not be construed as representative of the operating results of the combined companies for any future dates or periods. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2022 | |
Inventories [Abstract] | |
Inventories | NOTE 3. INVENTORIES Inventories, as of September 30, 2022 and December 31, 2021, were as follows: September 30, 2022 December 31, 2021 Finished goods $ 110,916 $ 86,647 Work-in-process 8,829 10,336 Raw materials and supplies 35,461 32,371 $ 155,206 $ 129,354 |
Property And Equipment
Property And Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property And Equipment [Abstract] | |
Property And Equipment | NOTE 4. PROPERTY AND EQUIPMENT Property and equipment, net, as of September 30, 2022 and December 31, 2021, were as follows: September 30, 2022 December 31, 2021 Land $ 4,160 $ 4,160 Building and improvements 17,237 16,403 Furniture and fixtures 7,316 6,677 Computer hardware and software 8,482 7,512 Machinery and equipment 35,313 33,581 Construction in progress 4,198 4,312 76,706 72,645 Less accumulated depreciation ( 34,566 ) ( 29,819 ) $ 42,140 $ 42,826 Depreciation expense for the three months ended September 30, 2022 and 2021 was $ 2,091 and $ 1,631 , respectively, and for the nine months ended September 30, 2022 and 2021 was $ 5,800 and $ 4,336 , respectively. |
Goodwill And Intangible Assets
Goodwill And Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill And Intangible Assets [Abstract] | |
Goodwill And Intangible Assets | NOTE 5. GOODWILL AND INTANGIBLE ASSETS Goodwill The following table summarizes the balances in goodwill by segment: Outdoor Precision Sport Adventure Total Balance at December 31, 2021 $ - $ 26,715 $ 91,375 $ 118,090 Acquisition adjustment - - 741 741 Impact of foreign currency exchange rates - - ( 6,584 ) ( 6,584 ) Balance at September 30, 2022 $ - $ 26,715 $ 85,532 $ 112,247 We assess the recoverability of our reporting unit’s carrying value of goodwill annually or more often if events or circumstances make it more likely than not that the fair value of the reporting unit is less than its carrying value, such as a significant adverse change in the business climate. If the fair value of the reporting unit is less than its carrying amount, an impairment loss is recognized for the excess carrying amount over the fair value computation. We estimate the reporting unit’s fair value using a combination of the income approach based upon projected discounted cash flows of the reporting unit and the market approach based upon the market multiple of comparable publicly traded companies. Under the income approach, the estimated discounted cash flows are based on the best information available to us at the time, including supportable assumptions and projections we believe are reasonable. Our discounted cash flow estimates use discount rates that correspond to a weighted-average cost of capital consistent with a market-participant view. The discount rates are consistent with those used for investment decisions and take into account our future operating plans and strategies. Certain other key assumptions utilized, including revenue projections, costs of goods sold, operating expenses and effective tax rates, are based on estimates consistent with those utilized in our annual budgeting and planning process that we believe are reasonable. The market approach identifies the EBITDA multiples of comparable publicly traded companies. The reporting unit’s EBITDA is multiplied by the market multiple to estimate its current estimated fair value. Due to a weakening global economy, driven by higher inflation and interest rates, and other factors affecting the market for our Adventure reporting unit products, we reduced our sales projections for the remainder of 2022, and our forecasts for 2023 and beyond in our Adventure reporting unit. As a result, we determined that a triggering event had occurred during the quarter ended September 30, 2022, with respect to our Adventure reporting unit, which required that we perform a quantitative assessment. We assessed the fair value of this reporting unit using the income-based and market-based approaches described above. As a result of this assessment, the fair value of our Adventure reporting unit exceeded the related carrying value by approximately 11 %, thus no impairment of goodwill was recorded. Indefinite-Lived Intangible Assets The following table summarizes the changes in indefinite-lived intangible assets: Balance at December 31, 2021 $ 128,271 Impact of foreign currency exchange rates ( 9,070 ) Balance at September 30, 2022 $ 119,201 Similar to the goodwill impairment assessment, Management performs an interim indefinite-lived intangible asset impairment assessment whenever events or circumstances make it more likely than not that an impairment may have occurred, such as a significant adverse change in the business climate. If the carrying value of the indefinite-lived asset is higher than its fair value, the asset is deemed to be impaired and the impairment charge is estimated as the difference. The Company calculates the fair value of its indefinite-lived intangible assets using the income approach, specifically the relief-from-royalty method. The relief-from-royalty method is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. Internally forecasted revenues, which the Company believes reasonably approximate market participant assumptions, are multiplied by a royalty rate to arrive at the estimated net after tax cost savings. The royalty rate used in the analysis is based on an analysis of empirical, market-derived royalty rates for comparable intangible assets. The net after tax cost savings are discounted using the same weighted-average cost of capital discount rate developed for purposes of the Company's quantitative goodwill impairment test. As described above, we determined that a triggering event had occurred during the quarter ended September 30, 2022, with respect to certain indefinite-lived intangible assets within our Adventure reporting unit, which required that we perform a quantitative assessment. We assessed the fair value of the Adventure reporting unit indefinite-lived intangible assets using the relief-from-royalty method described above. As a result of this assessment, the fair value of our Adventure reporting unit indefinite-lived intangible assets exceeded the related carrying value by approximately 14 %, thus no impairment was recorded. If we do not achieve the results reflected in the forecasted estimates utilized in our impairment assessments, or if there are changes to market assumptions, our valuation of the reporting unit, including related indefinite-lived intangible assets, could be adversely affected, and we may be required to impair a portion or all of the related goodwill, indefinite-lived intangibles, and other long-lived assets which would adversely affect our operating results in the period of impairment. Trademarks classified as indefinite-lived intangible assets by brand as of September 30, 2022 and December 31, 2021, were as follows: September 30, 2022 December 31, 2021 Black Diamond $ 19,600 $ 19,600 PIEPS 2,734 3,166 Sierra 18,900 18,900 Barnes 5,600 5,600 Rhino-Rack 62,784 70,278 MAXTRAX 9,583 10,727 $ 119,201 $ 128,271 Other Intangible Assets, net The following table summarizes the changes in gross other intangible assets: Gross balance at December 31, 2021 $ 104,681 Impact of foreign currency exchange rates ( 6,788 ) Gross balance at September 30, 2022 $ 97,893 Other intangible assets, net of amortization as of September 30, 2022 and December 31, 2021, were as follows: September 30, 2022 Gross Accumulated Amortization Net Weighted Average Useful Life Intangibles subject to amortization Customer relationships $ 75,257 $ ( 31,393 ) $ 43,864 13.8 years Product technologies 20,426 ( 7,971 ) 12,455 10.2 years Tradename / trademark 1,263 ( 793 ) 470 9.4 years Core technologies 947 ( 947 ) - 10.0 years $ 97,893 $ ( 41,104 ) $ 56,789 13.0 years December 31, 2021 Gross Accumulated Amortization Net Weighted Average Useful Life Customer relationships $ 80,078 $ ( 23,804 ) $ 56,274 13.8 years Product technologies 22,393 ( 5,557 ) 16,836 10.2 years Tradename / trademark 1,263 ( 690 ) 573 9.4 years Core technologies 947 ( 947 ) - 10.0 years $ 104,681 $ ( 30,998 ) $ 73,683 12.9 years Amortization expense for the three months ended September 30, 2022 and 2021, was $ 3,683 and $ 3,577 , respectively, and for the nine months ended September 30, 2022 and 2021 was $ 11,740 and $ 5,971 , respectively. Future amortization expense for other intangible assets as of September 30, 2022 is as follows: Years Ending December 31, Amortization Expense 2022 (excluding the nine months ended September 30, 2022) $ 3,549 2023 12,351 2024 10,390 2025 8,408 2026 6,439 2027 4,692 Thereafter 10,960 $ 56,789 |
Accrued Liabilities And Other L
Accrued Liabilities And Other Long-Term Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Liabilities And Other Long-Term Liabilities [Abstract] | |
Accrued Liabilities And Other Long-Term Liabilities | NOTE 6. ACCRUED LIABILITIES AND OTHER LONG-TERM LIABILITIES Accrued liabilities as of September 30, 2022 and December 31, 2021, were as follows: September 30, 2022 December 31, 2021 Accrued payroll and related items $ 4,834 $ 5,029 Accrued bonus 2,151 3,615 Accrued warranty 1,515 1,529 Current lease liabilities 2,713 2,824 Accrued commissions 823 811 Contingent consideration liabilities 1,518 2,791 Accrued excise tax 1,105 724 Other 11,612 10,150 $ 26,271 $ 27,473 Other long-term liabilities as of September 30, 2022 and December 31, 2021, were as follows: September 30, 2022 December 31, 2021 Long-term lease liability $ 13,052 $ 15,111 Deferred stock consideration for business acquisition 2,023 4,530 Contingent consideration liability - 694 Other 895 1,113 $ 15,970 $ 21,448 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | NOTE 7. LONG-TERM DEBT Long-term debt as of September 30, 2022 and December 31, 2021, was as follows: September 30, 2022 December 31, 2021 Revolving credit facility (a) $ 44,688 $ 18,501 Other debt (b) 1,108 1,467 Term loan (c) 121,875 121,874 Debt issuance costs ( 513 ) ( 309 ) 167,158 141,533 Less current portion ( 10,306 ) ( 9,585 ) $ 156,852 $ 131,948 On January 3, 2022, the Company and certain of its direct and indirect subsidiaries entered into Amendment No. 4 (“Amendment No. 4”) to the existing credit agreement, dated as of May 3, 2019 (the “Existing Credit Agreement”) by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. Amendment No. 4, among other things, permits (i) the Company to borrow in Australian Dollars and New Zealand Dollars in order to support the operations of the Company in Australia and New Zealand and (ii) provides for addbacks to EBITDA, for debt covenant purposes, (as defined in the Existing Credit Agreement) under the Existing Credit Agreement for expenses relating to activities in respect of acquisitions, dispositions, investments and financings (whether or not these transactions are actually consummated). On April 18, 2022 (the “Effective Date”), the Company and certain of its direct and indirect subsidiaries entered into an Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto (the “Restated Credit Agreement”) pursuant to which the Existing Credit Agreement was amended and restated in its entirety. The Restated Credit Agreement provides for borrowings of up to $ 300,000 under a secured revolving credit facility (the “Revolving Loans”) (including up to $ 5,000 for letters of credit), and borrowings of up to $ 125,000 under a secured term loan facility (the “Term Loans”). The Restated Credit Agreement also permits the Company, subject to certain requirements, to arrange with lenders for an aggregate of up to $ 175,000 of additional revolving and/or term loan commitments (both of which are currently uncommitted), for potential aggregate revolving and term loan commitments under the Restated Credit Agreement of up to $ 600,000 . The Restated Credit Agreement matures on April 18, 2027 (the “Maturity Date”), at which time the revolving commitments thereunder will terminate and all outstanding Revolving Loans and Term Loans, together with all accrued and unpaid interest thereon, must be repaid. All obligations under the Restated Credit Agreement are secured by our subsidiary equity interests, as well as accounts receivable, inventory, intellectual property and certain other assets owned by the Company. The Restated Credit Agreement contains restrictions on the Company’s ability to pay dividends or make distributions or other restricted payments if certain conditions in the Restated Credit Agreement are not fulfilled . The Restated Credit Agreement also includes other customary affirmative and negative covenants, including financial covenants relating to the Company’s consolidated total leverage ratio and fixed charge coverage ratio. The Company was in compliance with the debt covenants set forth in the Credit Agreement as of September 30, 2022. (a) As of September 30, 2022, the Company had drawn $ 44,688 on the $ 300,000 revolving commitment that was available under the Restated Credit Agreement, with a maturity date of April 18, 2027 . The Company pays interest monthly on any borrowings on the Restated Credit Agreement. As of September 30, 2022 and December 31, 2021, the rates were approximately 5.0 % and 2.4 %, respectively. (b) Foreign subsidiaries of the Company have a revolving credit facility and term debt with financial institutions which mature between August 22, 2022 and August 8, 2024 . The foreign subsidiaries pay interest monthly on any borrowings on the credit facilities as well as monthly payments on the term debt. As of September 30, 2022, the interest rates ranged between approximately 1.3 % and 4.5 % and as of December 31, 2021, the interest rates ranged between approximately 1.3 % and 5.2 %. The credit facilities are secured by certain assets of the foreign subsidiaries. (c) The Company is required to repay the term loan through quarterly payments of $ 1,563 each beginning with June 30, 2022 , increasing to $ 3,125 each beginning with June 30, 2023 , and any remaining obligations will be repaid in full on the maturity date of the Restated Credit Agreement of April 18, 2027 . The Company pays interest monthly on any borrowings on the Restated Credit Agreement. As of September 30, 2022 and December 31, 2021, the rates were approximately 5.0 % and 2.4 %, respectively. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Financial Instruments [Abstract] | |
Derivative Financial Instruments | NOTE 8. 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. As of September 30, 2022, the Company held commodity derivative contracts, with remaining maturities of less than one year, to mitigate the risk of commodity price fluctuations associated with raw material costs. The notional amount of the commodity derivative contracts as of September 30, 2022 was 771 pounds. These contracts are not designated as accounting hedges and the changes in fair value of the instruments are recognized in earnings. During the three and nine months ended September 30, 2022, losses of $( 322 ) and $( 875 ), respectively, were recorded in other, net expense. During the nine months ending September 30, 2021, the Company held currency forward contracts to mitigate currency fluctuations related to the cash purchase price of Rhino-Rack totaling $AUD 193,650 with a maturity date of July 1, 2021. These contracts were not designated as accounting hedges and the changes in fair value of the instruments were recognized in earnings. During the three and nine months ended September 30, 2021, gains (losses) of $ 232 and $( 4,281 ) were recorded in other, net expense, respectively. At September 30, 2022, the Company’s derivative contracts had remaining maturities of less than one year. The counterparties 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 counterparties is generally limited to the aggregate unrealized loss of all contracts with that counterparty. At September 30, 2022, there was no such exposure to the counterparties. The Company’s exposure of counterparty credit risk is limited to the aggregate unrealized gain of $ 2,129 on all contracts at September 30, 2022. The Company’s derivative counterparties have strong credit ratings and as a result, the Company does not require collateral to facilitate transactions. The Company held the following contracts designated as hedging instruments as of September 30, 2022 and December 31, 2021: September 30, 2022 Notional Latest Amount Maturity Foreign exchange contracts - Canadian Dollars $ 8,604 February 2023 Foreign exchange contracts - Euros € 13,370 February 2023 December 31, 2021 Notional Latest Amount Maturity Foreign exchange contracts - Canadian Dollars $ 14,850 February 2023 Foreign exchange contracts - Euros € 20,104 February 2023 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 and reclassified to sales in the period the underlying hedged transaction is recognized in earnings. Gains (losses) of $ 1,218 and $ 201 were reclassified to sales during the three months ended September 30, 2022 and 2021, respectively, and $ 2,081 and $( 542 ) were reclassified to sales during the nine months ended September 30, 2022 and 2021, respectively. The following table presents the balance sheet classification and fair value of derivative instruments as of September 30, 2022 and December 31, 2021: Classification September 30, 2022 December 31, 2021 Derivative instruments in asset positions: Designated forward exchange contracts Prepaid and other current assets $ 2,674 $ 491 Designated forward exchange contracts Other long-term assets $ - $ 20 Derivative instruments in liability positions: Undesignated commodity derivative contracts Accrued liabilities $ 545 $ - Designated forward exchange contracts Other long-term liabilities $ - $ 24 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | NOTE 9. ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss (“AOCI”) primarily consists of foreign currency translation adjustments and changes in our forward foreign exchange contracts. The following table sets forth the changes in AOCI, net of tax, for the three months ended September 30, 2022: Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Cash Flow Hedges Total Balance as of June 30, 2022 $ ( 16,796 ) $ 899 $ ( 15,897 ) Other comprehensive (loss) income before reclassifications ( 11,386 ) 1,203 ( 10,183 ) Amounts reclassified from other comprehensive income - ( 935 ) ( 935 ) Net current period other comprehensive (loss) income ( 11,386 ) 268 ( 11,118 ) Balance as of September 30, 2022 $ ( 28,182 ) $ 1,167 $ ( 27,015 ) The following table sets forth the changes in AOCI, net of tax, for the three months ended September 30, 2021: Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Cash Flow Hedges Total Balance as of June 30, 2021 $ 759 $ 24 $ 783 Other comprehensive (loss) income before reclassifications ( 8,933 ) 422 ( 8,511 ) Amounts reclassified from other comprehensive income - ( 154 ) ( 154 ) Net current period other comprehensive (loss) income ( 8,933 ) 268 ( 8,665 ) Balance as of September 30, 2021 $ ( 8,174 ) $ 292 $ ( 7,882 ) The following table sets forth the changes in AOCI, net of tax, for the nine months ended September 30, 2022: Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Cash Flow Hedges Total Balance as of December 31, 2021 $ ( 5,241 ) $ 191 $ ( 5,050 ) Other comprehensive (loss) income before reclassifications ( 22,941 ) 2,574 ( 20,367 ) Amounts reclassified from other comprehensive loss - ( 1,598 ) ( 1,598 ) Net current period other comprehensive (loss) income ( 22,941 ) 976 ( 21,965 ) Balance as of September 30, 2022 $ ( 28,182 ) $ 1,167 $ ( 27,015 ) The following table sets forth the changes in AOCI, net of tax, for the nine months ended September 30, 2021: Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Cash Flow Hedges Total Balance as of December 31, 2020 $ 1,480 $ ( 980 ) $ 500 Other comprehensive (loss) income before reclassifications ( 9,654 ) 857 ( 8,797 ) Amounts reclassified from other comprehensive income - 415 415 Net current period other comprehensive (loss) income ( 9,654 ) 1,272 ( 8,382 ) Balance as of September 30, 2021 $ ( 8,174 ) $ 292 $ ( 7,882 ) The effects on net income of amounts reclassified from unrealized gains on cash flow hedges for foreign exchange contracts for the three and nine months ended September 30, 2022 and 2021, were as follows: Gains (losses) reclassified from AOCI to the Condensed Consolidated Statements of Comprehensive (Loss) Income Three Months Ended Nine Months Ended Affected line item in the Condensed Consolidated Statements of Comprehensive (Loss) Income September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Foreign exchange contracts: Sales $ 1,218 $ 201 $ 2,081 $ ( 542 ) Less: Income tax expense (benefit) 283 47 483 ( 127 ) Amount reclassified, net of tax $ 935 $ 154 $ 1,598 $ ( 415 ) Total reclassifications from AOCI $ 935 $ 154 $ 1,598 $ ( 415 ) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | NOTE 10. 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 3 - inputs to the valuation methodology are based on prices or valuation techniques that are unobservable. Assets and liabilities measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 were as follows: September 30, 2022 Level 1 Level 2 Level 3 Total Assets Designated forward exchange contracts $ - $ 2,674 $ - $ 2,674 $ - $ 2,674 $ - $ 2,674 Liabilities Undesignated commodity derivative contracts $ 545 $ - $ - $ 545 Contingent consideration liabilities - - 1,518 1,518 $ 545 $ - $ 1,518 $ 2,063 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Designated forward exchange contracts $ - $ 511 $ - $ 511 $ - $ 511 $ - $ 511 Liabilities Designated forward exchange contracts $ - $ 24 $ - $ 24 Contingent consideration liabilities - - 3,485 3,485 $ - $ 24 $ 3,485 $ 3,509 Derivative financial instruments are recorded at fair value based on current market pricing models. No nonrecurring fair value measurements existed at September 30, 2022 and December 31, 2021. The Company estimated the fair value of contingent consideration liabilities primarily using a series of call options or other valuation methodologies. Significant unobservable inputs used in the valuation include discount rates ranging from 4.8 % to 8.0 %. Contingent consideration liabilities are remeasured at the estimated fair value at the end of each reporting period with the change in fair value recognized in contingent consideration expense in the accompanying condensed consolidated statements of comprehensive income for such period. We measure the initial liability and remeasure the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements. The net sales threshold required for the payment of the Rhino-Rack Contingent Consideration was not met during the measurement period ended June 30, 2022. The net sales threshold required for the payment of the 2022 portion of the MAXTRAX Contingent Consideration was met during the 2022 measurement period ended June 30, 2022. During the three months ended September 30, 2022, $AUD 3,125 was paid in cash in accordance with the MAXTRAX Purchase Agreement. The following table summarizes the changes in contingent consideration liabilities: Rhino-Rack MAXTRAX Total Balance at December 31, 2021 $ 1,813 $ 1,672 $ 3,485 Fair value adjustments ( 1,811 ) 2,304 493 Contingent consideration payments - ( 2,148 ) ( 2,148 ) Impact of foreign currency exchange rates ( 2 ) ( 310 ) ( 312 ) Balance at September 30, 2022 $ - $ 1,518 $ 1,518 As the contingent consideration liabilities are remeasured to fair value each reporting period, significant increases or decreases in projected sales, discount rates or the time until payment is made would have resulted in a significantly lower or higher fair value measurement. Our determination of fair value of the contingent consideration liabilities could change in future periods based on our ongoing evaluation of these significant unobservable inputs. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | NOTE 11. STOCKHOLDERS’ EQUITY 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 November 3, 2022 , the Company announced that its Board of Directors approved the payment on November 25, 2022 of the Quarterly Cash Dividend of $ 0.025 to the record holders of shares of the Company’s common stock as of the close of business on November 14, 2022 . |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 12. 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 Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Weighted average shares outstanding - basic 37,369 33,800 37,256 32,159 Effect of dilutive stock awards 2,061 2,364 2,246 1,885 Effect of dilutive deferred stock consideration for business acquisition 150 - 192 - Weighted average shares outstanding - diluted 39,580 36,164 39,694 34,044 Net income per share: Basic $ 0.07 $ 0.13 $ 0.32 $ 0.37 Diluted 0.07 0.13 0.30 0.35 For the three months ended September 30, 2022 and 2021, equity awards of 1,713 and 1,000 , respectively, and for the nine months ended September 30, 2022 and 2021, equity awards of 1,560 and 1,011 , respectively, were excluded from the calculation of earnings per share for these periods as they were anti-dilutive. |
Stock-Based Compensation Plan
Stock-Based Compensation Plan | 9 Months Ended |
Sep. 30, 2022 | |
Stock-Based Compensation Plan [Abstract] | |
Stock-Based Compensation Plan | NOTE 13. 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. Options Granted: During the nine months ended September 30, 2022, the Company issued stock options for an aggregate of 440 shares under the 2015 Plan to directors and employees of the Company. Of the 440 options, 355 vest and become exercisable over a period of three years , 75 vest in four equal consecutive quarterly tranches from the date of grant and the remaining 10 vest immediately. All of the issued stock options expire ten years from the date of the grant. 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, 2022 Number of options 430 10 Option vesting period 1 - 3 Years Immediate Grant price (per share) $ 18.67 - $ 27.65 $ 21.83 Dividend yield 0.36 % - 0.54 % 0.46 % Expected volatility (a) 38.6 % - 40.9 % 39.4 % Risk-free interest rate 1.46 % - 3.38 % 1.66 % Expected life (years) (b) 5.31 - 6.01 5.50 Weighted average fair value (per share) $ 7.82 - $ 10.41 $ 8.03 (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. The grant date fair value of the stock options granted during the nine months ended September 30, 2022 was $ 3,661 , which will be recognized over the vesting period of the options. Market Condition Restricted Shares Granted: On March 4, 2022, the Company issued and granted to certain employees restricted stock awards of 700 restricted shares under the 2015 Plan, of which 700 restricted shares will vest if, on or before March 4, 2032, the Fair Market Value (as defined in the Plan) of the Company’s common stock shall have equaled or exceeded $ 50.00 per share for twenty consecutive trading days. For computing the fair value of the restricted shares with a market condition, the fair value of the restricted stock award grant has been estimated as of the date of grant using the Monte-Carlo pricing model with the following assumptions: March 4, 2022 Number issued 700 Market condition vesting requirement $ 50.00 stock price target Price on date of grant (per share) $ 21.83 Dividend yield 0.46 % Expected volatility 41.0 % Risk-free interest rate 1.74 % Weighted average fair value (per share) $ 15.37 Using these assumptions, the fair value of the market condition restricted stock awards granted on March 4, 2022, was approximately $ 10,761 and the expected term was 4.15 years. 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, 2022 and 2021 was $ 2,220 and $ 3,064 , respectively, and for the nine months ended September 30, 2022 and 2021 was $ 9,142 and $ 6,414 , respectively. For the three and nine months ended September 30, 2022 and 2021, the majority of stock-based compensation costs were classified as selling, general and administrative expenses. As of September 30, 2022, there were 1,492 unvested stock options and unrecognized compensation cost of $ 5,862 related to unvested stock options, as well as 1,546 unvested restricted stock awards and unrecognized compensation costs of $ 9,919 related to unvested restricted stock awards. |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | NOTE 14. COMMITMENTS AND CONTINGENCIES 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. The Company is involved in various legal disputes and other legal proceedings that arise from time to time in the ordinary course of business. Anticipated costs related to l itigation matters are accrued when it is both probable that a liability has been incurred and the amount can be reasonably estimated. 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. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes [Abstract] | |
Income Taxes | NOTE 15. INCOME TAXES The Company’s U.S. federal statutory tax rate of 21 % and its foreign operations have statutory tax rates of approximately 25 % in Austria, 28 % in New Zealand, and 30 % in Australia. The difference between the Company’s estimated effective tax rates of ( 3.1 )% for the three months ended September 30, 2022, and the U.S. federal statutory tax rate of 21 % was primarily due to the impact of discrete stock option windfall benefits in the third quarter of 2022. The difference between the Company’s estimated effective tax rates of 17.4 % for the nine months ended September 30, 2022, and the U.S. federal statutory tax rate of 21 % was primarily due to the impact of discrete stock option windfall benefits in the third quarter, partially offset by the impact of foreign earnings taxed at applicable statutory rates and permanent book to tax differences related to incentive stock options and officer compensation limitations. As of December 31, 2021, the Company’s gross deferred tax asset was $ 38,184 . The Company has recorded a valuation allowance of $ 4,378 , resulting in a net deferred tax asset of $ 33,806 , before deferred tax liabilities of $ 46,653 . The Company has provided a valuation allowance against a portion of the deferred tax assets as of September 30, 2022 and December 31, 2021, 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 NOLs 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. 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 September 30, 2022, the Company had NOLs and research and experimentation credit for U.S. federal income tax purposes of $ 58,376 and $ 2,259 , respectively. The Company believes its U.S. Federal NOLs will substantially offset its future U.S. Federal income taxes until expiration. 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 September 30, 2022 Expiration Dates December 31, Net Operating Loss Amount 2022 $ 37,171 2023 5,712 2024 3,566 2025 and beyond 11,927 Total $ 58,376 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Information [Abstract] | |
Segment Information | NOTE 16. SEGMENT INFORMATION We operate our business structure within three segments. These segments are defined based on the internal financial reporting used by our chief operating decision maker to allocate resources and assess performance . 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 Outdoor 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 Outdoor segment offers a broad range of products including: high-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. Our Precision Sport segment, which includes Sierra and Barnes, includes two iconic American manufacturers of a wide range of high-performance bullets and ammunition for both rifles and pistols. These bullets are used for precision target shooting, hunting and military and law enforcement purposes. Our Adventure segment, which includes Rhino-Rack and MAXTRAX, is a manufacturer of highly-engineered automotive roof racks, trays, mounting systems, luggage boxes, carriers, recovery boards and accessories in Australia and New Zealand and a growing presence in the United States. As noted above, the Company has a wide variety of technical outdoor equipment and lifestyle products 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. Financial information for our segments, as well as revenue by geography, which the Company believes provides a meaningful depiction how the nature, timing and uncertainty of revenue are affected by economic factors, is as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Sales to external customers: Outdoor Domestic sales $ 27,446 $ 26,773 $ 80,368 $ 77,765 International sales 35,430 32,256 86,634 77,952 Total Outdoor 62,876 59,029 167,002 155,717 Precision Sport Domestic sales 24,612 27,363 79,248 75,820 International sales 9,595 2,954 23,264 6,449 Total Precision Sport 34,207 30,317 102,512 82,269 Adventure Domestic sales 3,482 7,123 22,304 7,123 International sales 15,150 12,502 52,106 12,502 Total Adventure 18,632 19,625 74,410 19,625 Total sales to external customers 115,715 108,971 343,924 257,611 Segment operating income (loss): Outdoor 5,853 5,939 9,212 10,041 Precision Sport 9,936 10,441 33,951 26,420 Adventure ( 3,736 ) ( 3,014 ) ( 968 ) ( 3,014 ) Total segment operating income 12,053 13,366 42,195 33,447 Transaction costs ( 858 ) ( 8,147 ) ( 2,880 ) ( 9,272 ) Contingent consideration expense ( 104 ) - ( 493 ) - Corporate and other expenses ( 6,207 ) ( 5,163 ) ( 19,444 ) ( 16,363 ) Interest expense, net ( 2,216 ) ( 1,476 ) ( 5,060 ) ( 1,926 ) Income (loss) before income tax $ 2,668 $ ( 1,420 ) $ 14,318 $ 5,886 There were no intercompany sales between the Outdoor, Precision Sport, and Adventure segments for the periods presented. Total assets by segment, as of September 30, 2022 and December 31, 2021, were as follows: September 30, 2022 December 31, 2021 Outdoor $ 181,669 $ 166,751 Precision Sport 153,812 142,549 Adventure 266,340 298,364 Corporate 26,120 24,163 $ 627,941 $ 631,827 Capital expenditures, depreciation and amortization by segment is as follows. Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Capital expenditures: Outdoor $ 184 $ 819 $ 2,509 $ 2,091 Precision Sport 1,024 957 2,246 2,910 Adventure 936 578 1,461 578 Total capital expenditures $ 2,144 $ 2,354 $ 6,216 $ 5,579 Depreciation: Outdoor $ 794 $ 727 $ 2,440 $ 2,134 Precision Sport 818 669 2,411 1,967 Adventure 479 235 949 235 Total depreciation $ 2,091 $ 1,631 $ 5,800 $ 4,336 Amortization: Outdoor $ 248 $ 259 $ 753 $ 776 Precision Sport 692 938 2,077 2,815 Adventure 2,743 2,380 8,910 2,380 Total amortization $ 3,683 $ 3,577 $ 11,740 $ 5,971 |
Nature Of Operations And Summ_2
Nature Of Operations And Summary Of Significant Accounting Policies (Policy) | 9 Months Ended |
Sep. 30, 2022 | |
Nature Of Operations And Summary Of Significant Accounting Policies [Abstract] | |
Basis Of Presentation And Organization | 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, 2022 and December 31, 2021 and for the three and nine months ended September 30, 2022 and 2021, 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 for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be obtained for the year ending December 31 , 2022. 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, 2021, filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2022. |
Nature Of Business | Nature of Business Headquartered in Salt Lake City, Utah, we are a global leading designer, developer, manufacturer and distributor of best-in-class outdoor equipment and lifestyle products focused on the outdoor and consumer enthusiast markets. Our mission is to identify, acquire and grow outdoor “super fan” brands through our unique “innovate and accelerate” strategy. We define a “super fan” brand as a brand that creates the world’s pre-eminent, performance-defining product that the best-in-class user cannot live without. Each of our brands has a long history of continuous product innovation for core and everyday users alike. The Company’s products are principally sold globally under the Black Diamond®, Sierra®, Barnes®, Rhino-Rack® and MAXTRAX® brand names through outdoor specialty and online retailers, our own websites, distributors and original equipment manufacturers. |
Use Of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The more significant estimates relate to the fair value of net assets acquired in business combinations, excess or obsolete inventory, allowance for credit losses, contingent consideration liabilities, and valuation of deferred tax assets, long-lived assets, goodwill and other intangible assets. We base our estimates on historical experience, projected future cash flows, and other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates. |
Accounting Pronouncements | Accounting Pronouncements adopted during 2022 During the nine months ended September 30, 2022, the Company adopted Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The ASU was adopted on a prospective basis. 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 was phased out in 2021, to alternate reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The adoption of this standard did not have a material effect on the Company’s consolidated financial statements and related disclosures. |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Acquisitions [Abstract] | ||
Schedule Of Purchase Price Allocation | MAXTRAX Rhino-Rack December 1, 2021 July 1, 2021 Number of Shares Estimated Fair Value Number of Shares Estimated Fair Value Cash paid - $ 26,780 - $ 143,590 Issuance of shares of Clarus Corporation 107 2,594 2,315 55,333 Future issuance of shares of Clarus Corporation - 4,457 - - Contingent consideration - 1,644 - 3,565 Total purchase consideration 107 $ 35,475 2,315 $ 202,488 Assets acquired and liabilities assumed Assets Cash $ 1,869 $ 7,513 Accounts receivable 2,791 10,769 Inventories 1,819 27,046 Prepaid and other current assets 883 644 Property and equipment 139 4,619 Other intangible assets 10,341 55,400 Indefinite-lived intangible assets 10,555 72,800 Goodwill 15,199 78,347 Other long-term assets 979 11,468 Total assets 44,575 268,606 Liabilities Accounts payable and accrued liabilities 2,176 16,511 Income tax payable 251 3,413 Current portion of long-term debt - 607 Long-term debt - 2,107 Deferred income taxes 5,863 32,451 Other long-term liabilities 810 11,029 Total liabilities 9,100 66,118 Net Book Value Acquired $ 35,475 $ 202,488 | |
Schedule Of Intangible Assets Other Than Goodwill Acquired | MAXTRAX Rhino-Rack Average Average Gross Useful Life Gross Useful Life Intangibles subject to amortization Customer relationships $ 8,986 13.5 years $ 40,400 13.5 years Product technologies 1,355 7.0 years 15,000 10.0 years Intangibles not subject to amortization Trademarks 10,555 N/A 72,800 N/A $ 20,896 12.6 years $ 128,200 12.6 years | |
Pro Forma Results | Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Sales $ 113,467 $ 319,559 Net income $ 17,144 $ 28,175 Net income per share - basic $ 0.51 $ 0.88 Net income per share - diluted $ 0.47 $ 0.83 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventories [Abstract] | |
Inventories | September 30, 2022 December 31, 2021 Finished goods $ 110,916 $ 86,647 Work-in-process 8,829 10,336 Raw materials and supplies 35,461 32,371 $ 155,206 $ 129,354 |
Property And Equipment (Tables)
Property And Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property And Equipment [Abstract] | |
Property And Equipment | September 30, 2022 December 31, 2021 Land $ 4,160 $ 4,160 Building and improvements 17,237 16,403 Furniture and fixtures 7,316 6,677 Computer hardware and software 8,482 7,512 Machinery and equipment 35,313 33,581 Construction in progress 4,198 4,312 76,706 72,645 Less accumulated depreciation ( 34,566 ) ( 29,819 ) $ 42,140 $ 42,826 |
Goodwill And Intangible Assets
Goodwill And Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill And Intangible Assets [Abstract] | |
Schedule Of Goodwill | Outdoor Precision Sport Adventure Total Balance at December 31, 2021 $ - $ 26,715 $ 91,375 $ 118,090 Acquisition adjustment - - 741 741 Impact of foreign currency exchange rates - - ( 6,584 ) ( 6,584 ) Balance at September 30, 2022 $ - $ 26,715 $ 85,532 $ 112,247 |
Schedule Of Indefinite Lived Intangible Assets | Balance at December 31, 2021 $ 128,271 Impact of foreign currency exchange rates ( 9,070 ) Balance at September 30, 2022 $ 119,201 |
Schedule Of Trademarks | September 30, 2022 December 31, 2021 Black Diamond $ 19,600 $ 19,600 PIEPS 2,734 3,166 Sierra 18,900 18,900 Barnes 5,600 5,600 Rhino-Rack 62,784 70,278 MAXTRAX 9,583 10,727 $ 119,201 $ 128,271 |
Schedule Of Definite Lived Intangible Assets, Net | Gross balance at December 31, 2021 $ 104,681 Impact of foreign currency exchange rates ( 6,788 ) Gross balance at September 30, 2022 $ 97,893 |
Schedule Of Intangible Assets, Net Of Amortization | September 30, 2022 Gross Accumulated Amortization Net Weighted Average Useful Life Intangibles subject to amortization Customer relationships $ 75,257 $ ( 31,393 ) $ 43,864 13.8 years Product technologies 20,426 ( 7,971 ) 12,455 10.2 years Tradename / trademark 1,263 ( 793 ) 470 9.4 years Core technologies 947 ( 947 ) - 10.0 years $ 97,893 $ ( 41,104 ) $ 56,789 13.0 years December 31, 2021 Gross Accumulated Amortization Net Weighted Average Useful Life Customer relationships $ 80,078 $ ( 23,804 ) $ 56,274 13.8 years Product technologies 22,393 ( 5,557 ) 16,836 10.2 years Tradename / trademark 1,263 ( 690 ) 573 9.4 years Core technologies 947 ( 947 ) - 10.0 years $ 104,681 $ ( 30,998 ) $ 73,683 12.9 years |
Future Amortization Expense For Definite-Lived Intangible Assets | Years Ending December 31, Amortization Expense 2022 (excluding the nine months ended September 30, 2022) $ 3,549 2023 12,351 2024 10,390 2025 8,408 2026 6,439 2027 4,692 Thereafter 10,960 $ 56,789 |
Accrued Liabilities And Other_2
Accrued Liabilities And Other Long-Term Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Liabilities And Other Long-Term Liabilities [Abstract] | |
Schedule Of Accrued Liabilities | September 30, 2022 December 31, 2021 Accrued payroll and related items $ 4,834 $ 5,029 Accrued bonus 2,151 3,615 Accrued warranty 1,515 1,529 Current lease liabilities 2,713 2,824 Accrued commissions 823 811 Contingent consideration liabilities 1,518 2,791 Accrued excise tax 1,105 724 Other 11,612 10,150 $ 26,271 $ 27,473 |
Schedule Of Other Long-Term Liabilities | September 30, 2022 December 31, 2021 Long-term lease liability $ 13,052 $ 15,111 Deferred stock consideration for business acquisition 2,023 4,530 Contingent consideration liability - 694 Other 895 1,113 $ 15,970 $ 21,448 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Long-Term Debt [Abstract] | |
Components Of Long-Term Debt | September 30, 2022 December 31, 2021 Revolving credit facility (a) $ 44,688 $ 18,501 Other debt (b) 1,108 1,467 Term loan (c) 121,875 121,874 Debt issuance costs ( 513 ) ( 309 ) 167,158 141,533 Less current portion ( 10,306 ) ( 9,585 ) $ 156,852 $ 131,948 |
Derivative Financial Instrume_2
Derivative Financial Instruments - (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Financial Instruments [Abstract] | |
Schedule Of Contracts Designated As Hedged Instruments | September 30, 2022 Notional Latest Amount Maturity Foreign exchange contracts - Canadian Dollars $ 8,604 February 2023 Foreign exchange contracts - Euros € 13,370 February 2023 December 31, 2021 Notional Latest Amount Maturity Foreign exchange contracts - Canadian Dollars $ 14,850 February 2023 Foreign exchange contracts - Euros € 20,104 February 2023 |
Schedule Of Derivative Instruments Fair Value And Balance Sheet Classification | Classification September 30, 2022 December 31, 2021 Derivative instruments in asset positions: Designated forward exchange contracts Prepaid and other current assets $ 2,674 $ 491 Designated forward exchange contracts Other long-term assets $ - $ 20 Derivative instruments in liability positions: Undesignated commodity derivative contracts Accrued liabilities $ 545 $ - Designated forward exchange contracts Other long-term liabilities $ - $ 24 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Abstract] | |
Components Of Accumulated Other Comprehensive Income | The following table sets forth the changes in AOCI, net of tax, for the three months ended September 30, 2022: Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Cash Flow Hedges Total Balance as of June 30, 2022 $ ( 16,796 ) $ 899 $ ( 15,897 ) Other comprehensive (loss) income before reclassifications ( 11,386 ) 1,203 ( 10,183 ) Amounts reclassified from other comprehensive income - ( 935 ) ( 935 ) Net current period other comprehensive (loss) income ( 11,386 ) 268 ( 11,118 ) Balance as of September 30, 2022 $ ( 28,182 ) $ 1,167 $ ( 27,015 ) The following table sets forth the changes in AOCI, net of tax, for the three months ended September 30, 2021: Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Cash Flow Hedges Total Balance as of June 30, 2021 $ 759 $ 24 $ 783 Other comprehensive (loss) income before reclassifications ( 8,933 ) 422 ( 8,511 ) Amounts reclassified from other comprehensive income - ( 154 ) ( 154 ) Net current period other comprehensive (loss) income ( 8,933 ) 268 ( 8,665 ) Balance as of September 30, 2021 $ ( 8,174 ) $ 292 $ ( 7,882 ) The following table sets forth the changes in AOCI, net of tax, for the nine months ended September 30, 2022: Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Cash Flow Hedges Total Balance as of December 31, 2021 $ ( 5,241 ) $ 191 $ ( 5,050 ) Other comprehensive (loss) income before reclassifications ( 22,941 ) 2,574 ( 20,367 ) Amounts reclassified from other comprehensive loss - ( 1,598 ) ( 1,598 ) Net current period other comprehensive (loss) income ( 22,941 ) 976 ( 21,965 ) Balance as of September 30, 2022 $ ( 28,182 ) $ 1,167 $ ( 27,015 ) The following table sets forth the changes in AOCI, net of tax, for the nine months ended September 30, 2021: Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Cash Flow Hedges Total Balance as of December 31, 2020 $ 1,480 $ ( 980 ) $ 500 Other comprehensive (loss) income before reclassifications ( 9,654 ) 857 ( 8,797 ) Amounts reclassified from other comprehensive income - 415 415 Net current period other comprehensive (loss) income ( 9,654 ) 1,272 ( 8,382 ) Balance as of September 30, 2021 $ ( 8,174 ) $ 292 $ ( 7,882 ) |
Reclassification Out Of Accumulated Other Comprehensive Income | Gains (losses) reclassified from AOCI to the Condensed Consolidated Statements of Comprehensive (Loss) Income Three Months Ended Nine Months Ended Affected line item in the Condensed Consolidated Statements of Comprehensive (Loss) Income September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Foreign exchange contracts: Sales $ 1,218 $ 201 $ 2,081 $ ( 542 ) Less: Income tax expense (benefit) 283 47 483 ( 127 ) Amount reclassified, net of tax $ 935 $ 154 $ 1,598 $ ( 415 ) Total reclassifications from AOCI $ 935 $ 154 $ 1,598 $ ( 415 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements [Abstract] | |
Schedule Of Assets And Liabilities Measured On A Recurring Basis | September 30, 2022 Level 1 Level 2 Level 3 Total Assets Designated forward exchange contracts $ - $ 2,674 $ - $ 2,674 $ - $ 2,674 $ - $ 2,674 Liabilities Undesignated commodity derivative contracts $ 545 $ - $ - $ 545 Contingent consideration liabilities - - 1,518 1,518 $ 545 $ - $ 1,518 $ 2,063 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Designated forward exchange contracts $ - $ 511 $ - $ 511 $ - $ 511 $ - $ 511 Liabilities Designated forward exchange contracts $ - $ 24 $ - $ 24 Contingent consideration liabilities - - 3,485 3,485 $ - $ 24 $ 3,485 $ 3,509 |
Schedule Of Contingent Consideration Measured At Fair Value On Recurring Basis | Rhino-Rack MAXTRAX Total Balance at December 31, 2021 $ 1,813 $ 1,672 $ 3,485 Fair value adjustments ( 1,811 ) 2,304 493 Contingent consideration payments - ( 2,148 ) ( 2,148 ) Impact of foreign currency exchange rates ( 2 ) ( 310 ) ( 312 ) Balance at September 30, 2022 $ - $ 1,518 $ 1,518 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule Of Reconciliation Of Basic And Diluted Shares Of Common Stock Outstanding Used In Calculation Of Earnings Per Share | Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Weighted average shares outstanding - basic 37,369 33,800 37,256 32,159 Effect of dilutive stock awards 2,061 2,364 2,246 1,885 Effect of dilutive deferred stock consideration for business acquisition 150 - 192 - Weighted average shares outstanding - diluted 39,580 36,164 39,694 34,044 Net income per share: Basic $ 0.07 $ 0.13 $ 0.32 $ 0.37 Diluted 0.07 0.13 0.30 0.35 |
Stock-Based Compensation Plan (
Stock-Based Compensation Plan (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule Of Share Based Payment Award Restricted Stock Valuation Assumptions | March 4, 2022 Number issued 700 Market condition vesting requirement $ 50.00 stock price target Price on date of grant (per share) $ 21.83 Dividend yield 0.46 % Expected volatility 41.0 % Risk-free interest rate 1.74 % Weighted average fair value (per share) $ 15.37 |
Stock Options [Member] | |
Schedule Of Valuation Assumptions Used In Computing Fair Value Of Stock-Based Awards | Number of options 430 10 Option vesting period 1 - 3 Years Immediate Grant price (per share) $ 18.67 - $ 27.65 $ 21.83 Dividend yield 0.36 % - 0.54 % 0.46 % Expected volatility (a) 38.6 % - 40.9 % 39.4 % Risk-free interest rate 1.46 % - 3.38 % 1.66 % Expected life (years) (b) 5.31 - 6.01 5.50 Weighted average fair value (per share) $ 7.82 - $ 10.41 $ 8.03 (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. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes [Abstract] | |
Summary Of Tax Credit Carryforwards | Net Operating Loss Carryforward Expiration Dates September 30, 2022 Expiration Dates December 31, Net Operating Loss Amount 2022 $ 37,171 2023 5,712 2024 3,566 2025 and beyond 11,927 Total $ 58,376 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Information [Abstract] | |
Financial Information for Segments | Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Sales to external customers: Outdoor Domestic sales $ 27,446 $ 26,773 $ 80,368 $ 77,765 International sales 35,430 32,256 86,634 77,952 Total Outdoor 62,876 59,029 167,002 155,717 Precision Sport Domestic sales 24,612 27,363 79,248 75,820 International sales 9,595 2,954 23,264 6,449 Total Precision Sport 34,207 30,317 102,512 82,269 Adventure Domestic sales 3,482 7,123 22,304 7,123 International sales 15,150 12,502 52,106 12,502 Total Adventure 18,632 19,625 74,410 19,625 Total sales to external customers 115,715 108,971 343,924 257,611 Segment operating income (loss): Outdoor 5,853 5,939 9,212 10,041 Precision Sport 9,936 10,441 33,951 26,420 Adventure ( 3,736 ) ( 3,014 ) ( 968 ) ( 3,014 ) Total segment operating income 12,053 13,366 42,195 33,447 Transaction costs ( 858 ) ( 8,147 ) ( 2,880 ) ( 9,272 ) Contingent consideration expense ( 104 ) - ( 493 ) - Corporate and other expenses ( 6,207 ) ( 5,163 ) ( 19,444 ) ( 16,363 ) Interest expense, net ( 2,216 ) ( 1,476 ) ( 5,060 ) ( 1,926 ) Income (loss) before income tax $ 2,668 $ ( 1,420 ) $ 14,318 $ 5,886 |
Total Assets by Segment | September 30, 2022 December 31, 2021 Outdoor $ 181,669 $ 166,751 Precision Sport 153,812 142,549 Adventure 266,340 298,364 Corporate 26,120 24,163 $ 627,941 $ 631,827 |
Capital Expenditures, Depreciation and Amortization by Segment | Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Capital expenditures: Outdoor $ 184 $ 819 $ 2,509 $ 2,091 Precision Sport 1,024 957 2,246 2,910 Adventure 936 578 1,461 578 Total capital expenditures $ 2,144 $ 2,354 $ 6,216 $ 5,579 Depreciation: Outdoor $ 794 $ 727 $ 2,440 $ 2,134 Precision Sport 818 669 2,411 1,967 Adventure 479 235 949 235 Total depreciation $ 2,091 $ 1,631 $ 5,800 $ 4,336 Amortization: Outdoor $ 248 $ 259 $ 753 $ 776 Precision Sport 692 938 2,077 2,815 Adventure 2,743 2,380 8,910 2,380 Total amortization $ 3,683 $ 3,577 $ 11,740 $ 5,971 |
Acquisition (Narrative) (Detail
Acquisition (Narrative) (Details) shares in Thousands, $ in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||||||
Dec. 01, 2021 USD ($) shares | Dec. 01, 2021 AUD ($) shares | Jul. 01, 2021 USD ($) shares | Jul. 01, 2021 AUD ($) shares | Sep. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 01, 2021 AUD ($) | Jul. 01, 2021 AUD ($) | |
Business Acquisition [Line Items] | |||||||||||||||
Value of shares issued | $ 55,333 | ||||||||||||||
Estimated value of contingent consideration | $ 1,518 | $ 1,518 | $ 3,485 | ||||||||||||
Net income | 2,751 | $ 3,764 | $ 5,309 | $ 4,530 | $ 1,840 | $ 5,677 | 11,824 | $ 12,047 | |||||||
Goodwill | 112,247 | 112,247 | $ 118,090 | ||||||||||||
Goodwill adjustment | 741 | ||||||||||||||
MAXTRAX [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition purchase price | $ 35,475 | $ 49,744 | |||||||||||||
Cash paid | $ 26,780 | $ 37,551 | |||||||||||||
Number of shares issued | shares | 107 | 107 | |||||||||||||
Value of shares issued | $ 2,594 | ||||||||||||||
Contingent consideration | 1,644 | $ 2,307 | |||||||||||||
Goodwill | 15,199 | $ 15,199 | 15,199 | ||||||||||||
Goodwill adjustment | 741 | ||||||||||||||
MAXTRAX [Member] | Contingent Consideration, Common Stock [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Number of shares issued | shares | 108 | ||||||||||||||
Contingent consideration | 4,457 | ||||||||||||||
Estimated value of contingent consideration | 4,457 | $ 6,250 | |||||||||||||
MAXTRAX [Member] | Contingent Consideration, Cash [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Contingent consideration | 1,644 | ||||||||||||||
Estimated value of contingent consideration | $ 4,457 | $ 6,250 | |||||||||||||
Rhino Rack [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition purchase price | 202,488 | $ 269,696 | |||||||||||||
Cash paid | $ 143,590 | $ 191,249 | |||||||||||||
Number of shares issued | shares | 2,315 | 2,315 | |||||||||||||
Value of shares issued | $ 55,333 | ||||||||||||||
Contingent consideration liability, maximum | 7,508 | $ 10,000 | |||||||||||||
Contingent consideration | 3,565 | ||||||||||||||
Contingent consideration, fair value | 3,565 | $ 4,747 | |||||||||||||
Goodwill | $ 78,347 | $ 78,347 | $ 78,347 |
Acquisition (Schedule Of Purcha
Acquisition (Schedule Of Purchase Price Allocation) (Details) shares in Thousands, $ in Thousands, $ in Thousands | 3 Months Ended | |||||
Dec. 01, 2021 USD ($) shares | Dec. 01, 2021 AUD ($) shares | Jul. 01, 2021 USD ($) shares | Jul. 01, 2021 AUD ($) shares | Sep. 30, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||||
Issuance of shares of Clarus Corporation, Number of Shares | $ 55,333 | |||||
Assets acquired and liabilities assumed | ||||||
Goodwill | $ 112,247 | $ 118,090 | ||||
MAXTRAX [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid | $ 26,780 | $ 37,551 | ||||
Issuance of shares of Clarus Corporation, Number of Shares | shares | 107 | 107 | ||||
Issuance of shares of Clarus Corporation, Number of Shares | $ 2,594 | |||||
Future issuance of shares of Clarus Corporation/Contingent Consideration, Estimated Fair Value | 1,644 | $ 2,307 | ||||
Total purchase consideration | 35,475 | |||||
Assets acquired and liabilities assumed | ||||||
Cash | 1,869 | |||||
Accounts receivable | 2,791 | |||||
Inventories | 1,819 | |||||
Prepaid and other current assets | 883 | |||||
Property and equipment | 139 | |||||
Other intangible assets | 10,341 | |||||
Indefinite lived intangible assets | 10,555 | |||||
Goodwill | 15,199 | $ 15,199 | ||||
Other long-term assets | 979 | |||||
Total assets | 44,575 | |||||
Accounts payable and accrued liabilities | 2,176 | |||||
Income tax payable | 251 | |||||
Deferred income taxes | 5,863 | |||||
Other long-term liabilities | 810 | |||||
Total liabilities | 9,100 | |||||
Net Book Value Acquired | 35,475 | |||||
MAXTRAX [Member] | Contingent Consideration, Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Issuance of shares of Clarus Corporation, Number of Shares | shares | 108 | |||||
Future issuance of shares of Clarus Corporation/Contingent Consideration, Estimated Fair Value | 4,457 | |||||
MAXTRAX [Member] | Contingent Consideration, Cash [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Future issuance of shares of Clarus Corporation/Contingent Consideration, Estimated Fair Value | $ 1,644 | |||||
Rhino Rack [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid | $ 143,590 | $ 191,249 | ||||
Issuance of shares of Clarus Corporation, Number of Shares | shares | 2,315 | 2,315 | ||||
Issuance of shares of Clarus Corporation, Number of Shares | $ 55,333 | |||||
Future issuance of shares of Clarus Corporation/Contingent Consideration, Estimated Fair Value | 3,565 | |||||
Total purchase consideration | 202,488 | |||||
Assets acquired and liabilities assumed | ||||||
Cash | 7,513 | |||||
Accounts receivable | 10,769 | |||||
Inventories | 27,046 | |||||
Prepaid and other current assets | 644 | |||||
Property and equipment | 4,619 | |||||
Other intangible assets | 55,400 | |||||
Indefinite lived intangible assets | 72,800 | |||||
Goodwill | 78,347 | $ 78,347 | ||||
Other long-term assets | 11,468 | |||||
Total assets | 268,606 | |||||
Accounts payable and accrued liabilities | 16,511 | |||||
Income tax payable | 3,413 | |||||
Current portion of long-term debt | 607 | |||||
Long-term debt | 2,107 | |||||
Deferred income taxes | 32,451 | |||||
Other long-term liabilities | 11,029 | |||||
Total liabilities | 66,118 | |||||
Net Book Value Acquired | $ 202,488 |
Acquisition (Schedule Of Intang
Acquisition (Schedule Of Intangible Assets Other Than Goodwill Acquired) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
MAXTRAX [Member] | |
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | |
Intangibles subject to amortization, Average Useful Life | 12 years 7 months 6 days |
Intangibles | $ 20,896 |
Rhino Rack [Member] | |
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | |
Intangibles subject to amortization, Average Useful Life | 12 years 7 months 6 days |
Intangibles | $ 128,200 |
Customer Relationships [Member] | MAXTRAX [Member] | |
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | |
Intangibles subject to amortization | $ 8,986 |
Intangibles subject to amortization, Average Useful Life | 13 years 6 months |
Customer Relationships [Member] | Rhino Rack [Member] | |
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | |
Intangibles subject to amortization | $ 40,400 |
Intangibles subject to amortization, Average Useful Life | 13 years 6 months |
Product Technologies [Member] | MAXTRAX [Member] | |
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | |
Intangibles subject to amortization | $ 1,355 |
Intangibles subject to amortization, Average Useful Life | 7 years |
Product Technologies [Member] | Rhino Rack [Member] | |
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | |
Intangibles subject to amortization | $ 15,000 |
Intangibles subject to amortization, Average Useful Life | 10 years |
Trademarks [Member] | MAXTRAX [Member] | |
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | |
Intangibles not subject to amortization | $ 10,555 |
Trademarks [Member] | Rhino Rack [Member] | |
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | |
Intangibles not subject to amortization | $ 72,800 |
Acquisition (Pro Forma Results)
Acquisition (Pro Forma Results) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Acquisitions [Abstract] | ||
Sales | $ 113,467 | $ 319,559 |
Net income | $ 17,144 | $ 28,175 |
Net income per share - basic | $ 0.51 | $ 0.88 |
Net income per share - diluted | $ 0.47 | $ 0.83 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventories [Abstract] | ||
Finished goods | $ 110,916 | $ 86,647 |
Work-in-process | 8,829 | 10,336 |
Raw materials and supplies | 35,461 | 32,371 |
Inventories | $ 155,206 | $ 129,354 |
Property And Equipment (Narrati
Property And Equipment (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property And Equipment [Abstract] | ||||
Depreciation expense | $ 2,091 | $ 1,631 | $ 5,800 | $ 4,336 |
Property And Equipment (Propert
Property And Equipment (Property And Equipment) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 76,706 | $ 72,645 |
Less accumulated depreciation | (34,566) | (29,819) |
Property and equipment | 42,140 | 42,826 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,160 | 4,160 |
Building and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 17,237 | 16,403 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,316 | 6,677 |
Computer Hardware and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,482 | 7,512 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 35,313 | 33,581 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,198 | $ 4,312 |
Goodwill And Intangible Asset_2
Goodwill And Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Amortization of Intangible Assets | $ 3,683 | $ 3,577 | $ 11,740 | $ 5,971 |
Adventure [Member] | ||||
Percentage by which fair value of assets exceeds carrying value | 11% | |||
Adventure [Member] | Indefinite-lived Intangible Assets [Member] | ||||
Percentage by which fair value of assets exceeds carrying value | 14% |
Goodwill And Intangible Asset_3
Goodwill And Intangible Assets (Schedule Of Goodwill) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Line Items] | |
Beginning Balance | $ 118,090 |
Acquisition adjustment | 741 |
Impact of foreign currency exchange rates | (6,584) |
Ending Balance | 112,247 |
Precision Sport [Member] | |
Goodwill [Line Items] | |
Beginning Balance | 26,715 |
Ending Balance | 26,715 |
Adventure [Member] | |
Goodwill [Line Items] | |
Beginning Balance | 91,375 |
Acquisition adjustment | 741 |
Impact of foreign currency exchange rates | (6,584) |
Ending Balance | $ 85,532 |
Goodwill And Intangible Asset_4
Goodwill And Intangible Assets (Schedule Of Indefinite Lived Intangible Assets) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Acquisitions [Abstract] | |
Beginning balance | $ 128,271 |
Impact of foreign currency exchange rates | (9,070) |
Ending balance | $ 119,201 |
Goodwill And Intangible Asset_5
Goodwill And Intangible Assets (Schedule of Trademarks) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Indefinite-lived Intangible Assets [Line Items] | ||
Trademarks | $ 119,201 | $ 128,271 |
Black Diamond Trademark [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Trademarks | 19,600 | 19,600 |
PIEPS Trademark [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Trademarks | 2,734 | 3,166 |
Sierra Trademark [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Trademarks | 18,900 | 18,900 |
Barnes Trademark [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Trademarks | 5,600 | 5,600 |
Rhino-Rack Trademark [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Trademarks | 62,784 | 70,278 |
MAXTRAX Trademark [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Trademarks | $ 9,583 | $ 10,727 |
Goodwill And Intangible Asset_6
Goodwill And Intangible Assets (Schedule Of Definite Lived Intangible Assets, Net) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Acquisitions [Abstract] | |
Gross beginning balance | $ 104,681 |
Impact of foreign currency exchange rates | (6,788) |
Gross ending balance | $ 97,893 |
Goodwill And Intangible Asset_7
Goodwill And Intangible Assets (Schedule Of Intangible Assets, Net Of Amortization) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 97,893 | $ 104,681 |
Accumulated amortization | (41,104) | (30,998) |
Intangible assets, net | $ 56,789 | $ 73,683 |
Weighted average useful life | 13 years | 12 years 10 months 24 days |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 75,257 | $ 80,078 |
Accumulated amortization | (31,393) | (23,804) |
Intangible assets, net | $ 43,864 | $ 56,274 |
Weighted average useful life | 13 years 9 months 18 days | 13 years 9 months 18 days |
Product Technologies [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 20,426 | $ 22,393 |
Accumulated amortization | (7,971) | (5,557) |
Intangible assets, net | $ 12,455 | $ 16,836 |
Weighted average useful life | 10 years 2 months 12 days | 10 years 2 months 12 days |
Trademarks And Tradenames [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 1,263 | $ 1,263 |
Accumulated amortization | (793) | (690) |
Intangible assets, net | $ 470 | $ 573 |
Weighted average useful life | 9 years 4 months 24 days | 9 years 4 months 24 days |
Core Technologies [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 947 | $ 947 |
Accumulated amortization | $ (947) | $ (947) |
Weighted average useful life | 10 years | 10 years |
Goodwill And Intangible Asset_8
Goodwill And Intangible Assets (Future Amortization Expense For Definite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill And Intangible Assets [Abstract] | ||
2022 (excluding the nine months ended September 30, 2022) | $ 3,549 | |
2023 | 12,351 | |
2024 | 10,390 | |
2025 | 8,408 | |
2026 | 6,439 | |
2027 | 4,692 | |
Thereafter | 10,960 | |
Intangible assets, net | $ 56,789 | $ 73,683 |
Accrued Liabilities And Other_3
Accrued Liabilities And Other Long-Term Liabilities (Schedule Of Accrued Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accrued Liabilities And Other Long-Term Liabilities [Abstract] | ||
Accrued payroll and related items | $ 4,834 | $ 5,029 |
Accrued bonus | 2,151 | 3,615 |
Accrued warranty | 1,515 | 1,529 |
Current lease liabilities | 2,713 | 2,824 |
Accrued commissions | 823 | 811 |
Contingent consideration liabilities | 1,518 | 2,791 |
Accrued excise tax | 1,105 | 724 |
Other | 11,612 | 10,150 |
Accrued liabilities | $ 26,271 | $ 27,473 |
Accrued Liabilities And Other_4
Accrued Liabilities And Other Long-Term Liabilities (Schedule Of Other Long-Term Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accrued Liabilities And Other Long-Term Liabilities [Abstract] | ||
Long-term lease liability | $ 13,052 | $ 15,111 |
Deferred stock consideration for business acquisition | 2,023 | 4,530 |
Contingent consideration liability | 694 | |
Other | 895 | 1,113 |
Other long-term liabilities | $ 15,970 | $ 21,448 |
Long-Term Debt (Components Of L
Long-Term Debt (Components Of Long-Term Debt) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Components of long-term debt | ||
Debt issuance costs | $ (513) | $ (309) |
Total carrying amount of long-term debt | 167,158 | 141,533 |
Less current portion | (10,306) | (9,585) |
Long-term debt, net | 156,852 | 131,948 |
Revolving Credit Facility [Member] | ||
Components of long-term debt | ||
Credit facility | 44,688 | 18,501 |
Amount outstanding | 44,688 | 18,501 |
Term Facility [Member] | ||
Components of long-term debt | ||
Term loan | 121,875 | 121,874 |
Foreign Credit Facility [Member] | ||
Components of long-term debt | ||
Credit facility | 1,108 | 1,467 |
Amount outstanding | 1,108 | $ 1,467 |
Restated Credit Agreement [Member] | ||
Components of long-term debt | ||
Maximum borrowing capacity | 600,000 | |
Available additional borrowing capacity | $ 175,000 | |
Maturity date | Apr. 18, 2027 | |
Restated Credit Agreement [Member] | Revolving Credit Facility [Member] | ||
Components of long-term debt | ||
Credit facility | $ 44,688 | |
Maximum borrowing capacity | $ 300,000 | |
Maturity date | Apr. 18, 2027 | |
Amount outstanding | $ 44,688 | |
Interest rate at end of period | 5% | 2.40% |
Restated Credit Agreement [Member] | Letter Of Credit [Member] | ||
Components of long-term debt | ||
Maximum borrowing capacity | $ 5,000 | |
Restated Credit Agreement [Member] | Term Facility [Member] | ||
Components of long-term debt | ||
Maximum borrowing capacity | $ 125,000 | |
Maturity date | Apr. 18, 2027 | |
Interest rate at end of period | 5% | 2.40% |
Frequency of payments | quarterly | |
Restated Credit Agreement [Member] | Term Facility [Member] | Through March 31, 2023 [Member] | ||
Components of long-term debt | ||
Payment amount | $ 1,563 | |
Date of first required payment | Jun. 30, 2022 | |
Restated Credit Agreement [Member] | Term Facility [Member] | After March 31, 2023 [Member] | ||
Components of long-term debt | ||
Payment amount | $ 3,125 | |
Date of first required payment | Jun. 30, 2023 | |
Foreign Credit Facility [Member] | Revolving Credit Facility [Member] | ||
Components of long-term debt | ||
Maturity date | Aug. 22, 2022 | |
Foreign Credit Facility [Member] | Term Facility [Member] | ||
Components of long-term debt | ||
Maturity date | Aug. 08, 2024 | |
Minimum [Member] | Foreign Credit Facility [Member] | ||
Components of long-term debt | ||
Interest rate at end of period | 1.30% | |
Minimum [Member] | Foreign Credit Facility [Member] | ||
Components of long-term debt | ||
Interest rate at end of period | 1.30% | |
Maximum [Member] | Foreign Credit Facility [Member] | ||
Components of long-term debt | ||
Interest rate at end of period | 4.50% | |
Maximum [Member] | Foreign Credit Facility [Member] | ||
Components of long-term debt | ||
Interest rate at end of period | 5.20% |
Derivative Financial Instrume_3
Derivative Financial Instruments (Narrative) (Details) lb in Thousands, $ in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) lb | Sep. 30, 2021 USD ($) | Sep. 30, 2021 AUD ($) | |
Maximum exposure of credit derivatives | $ 2,129 | $ 2,129 | |||
Revenue | 115,715 | $ 108,971 | $ 343,924 | $ 257,611 | |
Commodity Contract [Member] | Undesignated [Member] | |||||
Notional amount of nonmonetary derivatives | lb | 771 | ||||
Gain (loss) on derivatives | (322) | $ (875) | |||
Forward exchange contracts [Member] | Undesignated [Member] | |||||
Notional amount of derivatives | $ 193,650 | ||||
Gain (loss) on derivatives | 232 | (4,281) | |||
Reclassification Out Of Accumulated Other Comprehensive Income [Member] | Unrealized Gains (Losses) on Cash Flow Hedges [Member] | |||||
Revenue | $ 1,218 | $ 201 | $ 2,081 | $ (542) |
Derivative Financial Instrume_4
Derivative Financial Instruments (Schedule Of Contracts Designated As Hedged Instruments) (Details) - Designated as Hedging Instrument [Member] € in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 CAD ($) | Dec. 31, 2021 CAD ($) | Sep. 30, 2022 EUR (€) | Dec. 31, 2021 EUR (€) | |
Canadian Dollars [Member] | ||||
Foreign Exchange Contracts [Line Items] | ||||
Foreign exchange contracts, Notional Amount | $ | $ 8,604 | $ 14,850 | ||
Derivative, Maturity Date | Feb. 01, 2023 | Feb. 01, 2023 | ||
Euros [Member] | ||||
Foreign Exchange Contracts [Line Items] | ||||
Foreign exchange contracts, Notional Amount | € | € 13,370 | € 20,104 | ||
Derivative, Maturity Date | Feb. 01, 2023 | Feb. 01, 2023 |
Derivative Financial Instrume_5
Derivative Financial Instruments (Schedule Of Derivative Instruments Fair Value And Balance Sheet Classification) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid And Other Current Assets [Member] | Forward exchange contracts [Member] | Designated as Hedging Instrument [Member] | ||
Derivative instruments in asset positions, Forward exchange contracts | $ 2,674 | $ 491 |
Other Long-Term Assets [Member] | Forward exchange contracts [Member] | Designated as Hedging Instrument [Member] | ||
Derivative instruments in asset positions, Forward exchange contracts | 20 | |
Accrued Liabilities [Member] | Commodity Contract [Member] | Undesignated [Member] | ||
Derivative instruments in liability positions, Forward exchange contracts | $ 545 | |
Other Long-Term Liabilities [Member] | Forward exchange contracts [Member] | Designated as Hedging Instrument [Member] | ||
Derivative instruments in liability positions, Forward exchange contracts | $ 24 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Components Of Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Balance | $ (5,050) | $ (5,050) | ||||||
Other comprehensive (loss) income before reclassifications | $ (10,183) | $ (8,511) | (20,367) | $ (8,797) | ||||
Amounts reclassified from other comprehensive (loss) income | (935) | (154) | (1,598) | 415 | ||||
Net current period other comprehensive (loss) income | (11,118) | $ (17,010) | 6,163 | (8,665) | $ 403 | $ (120) | (21,965) | (8,382) |
Balance | (27,015) | (27,015) | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Balance | (15,897) | (5,050) | 783 | 500 | (5,050) | 500 | ||
Balance | (27,015) | (15,897) | (7,882) | 783 | (27,015) | (7,882) | ||
Foreign Currency Translation Adjustments [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Balance | (16,796) | (5,241) | 759 | 1,480 | (5,241) | 1,480 | ||
Other comprehensive (loss) income before reclassifications | (11,386) | (8,933) | (22,941) | (9,654) | ||||
Net current period other comprehensive (loss) income | (11,386) | (8,933) | (22,941) | (9,654) | ||||
Balance | (28,182) | (16,796) | (8,174) | 759 | (28,182) | (8,174) | ||
Unrealized Gains (Losses) on Cash Flow Hedges [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Balance | 899 | $ 191 | 24 | $ (980) | 191 | (980) | ||
Other comprehensive (loss) income before reclassifications | 1,203 | 422 | 2,574 | 857 | ||||
Amounts reclassified from other comprehensive (loss) income | (935) | (154) | (1,598) | 415 | ||||
Net current period other comprehensive (loss) income | 268 | 268 | 976 | 1,272 | ||||
Balance | $ 1,167 | $ 899 | $ 292 | $ 24 | $ 1,167 | $ 292 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income (Loss) (Reclassification Out Of Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Sales | $ 115,715 | $ 108,971 | $ 343,924 | $ 257,611 |
Less: Income tax (benefit) expense | (83) | (5,950) | 2,494 | (6,161) |
Total reclassifications from AOCI | 935 | 154 | 1,598 | (415) |
Unrealized Gains (Losses) on Cash Flow Hedges [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total reclassifications from AOCI | 935 | 154 | 1,598 | (415) |
Reclassification Out Of Accumulated Other Comprehensive Income [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total reclassifications from AOCI | 935 | 154 | 1,598 | (415) |
Reclassification Out Of Accumulated Other Comprehensive Income [Member] | Unrealized Gains (Losses) on Cash Flow Hedges [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Sales | 1,218 | 201 | 2,081 | (542) |
Less: Income tax (benefit) expense | 283 | 47 | 483 | (127) |
Total reclassifications from AOCI | $ 935 | $ 154 | $ 1,598 | $ (415) |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2022 AUD ($) item | |
MAXTRAX [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Payment of contingent consideration | $ | $ 3,125 |
Contingent Consideration [Member] | Minimum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Discount rate | 0.048 |
Contingent Consideration [Member] | Maximum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Discount rate | 0.080 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule Of Assets And Liabilities Measured On A Recurring Basis) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Designated forward exchange contract, assets | $ 2,674 | $ 511 |
Undesignated commodity derivative contracts | 545 | |
Designated forward exchange contracts, liabilities | 24 | |
Contingent consideration liabilities | 1,518 | 3,485 |
Assets | 2,674 | 511 |
Liabilities | 2,063 | 3,509 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Designated forward exchange contract, assets | ||
Undesignated commodity derivative contracts | 545 | |
Designated forward exchange contracts, liabilities | ||
Contingent consideration liabilities | ||
Assets | ||
Liabilities | 545 | |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Designated forward exchange contract, assets | 2,674 | 511 |
Designated forward exchange contracts, liabilities | 24 | |
Assets | 2,674 | 511 |
Liabilities | 24 | |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Designated forward exchange contract, assets | ||
Undesignated commodity derivative contracts | ||
Designated forward exchange contracts, liabilities | ||
Contingent consideration liabilities | 1,518 | 3,485 |
Assets | ||
Liabilities | $ 1,518 | $ 3,485 |
Fair Value Measurements (Sche_2
Fair Value Measurements (Schedule Of Contingent Consideration Measured At Fair Value On Recurring Basis) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at beginning of period | $ 3,485 |
Fair value adjustments | 493 |
Contingent consideration payments | (2,148) |
Impact of foreign currency exchange rates | (312) |
Balance at end of period | 1,518 |
Rhino Rack [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at beginning of period | 1,813 |
Fair value adjustments | (1,811) |
Impact of foreign currency exchange rates | (2) |
Balance at end of period | |
MAXTRAX [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at beginning of period | 1,672 |
Fair value adjustments | 2,304 |
Contingent consideration payments | (2,148) |
Impact of foreign currency exchange rates | (310) |
Balance at end of period | $ 1,518 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||||
Nov. 03, 2022 | Aug. 06, 2018 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Dividend per quarter | $ 0.025 | |||||||
Dividend annualized | $ 0.10 | |||||||
Cash dividends | $ 934 | $ 931 | $ 930 | $ 845 | $ 782 | $ 783 | ||
Dividends per share | $ 0.025 | $ 0.025 | $ 0.025 | $ 0.025 | $ 0.025 | $ 0.025 | ||
Subsequent Event [Member] | ||||||||
Dividend date declared | Nov. 03, 2022 | |||||||
Dividend date to be paid | Nov. 25, 2022 | |||||||
Dividend date of record | Nov. 14, 2022 | |||||||
Dividends per share | $ 0.025 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Antidilutive securities excluded from computation of earnings per share, number of shares | 1,713 | 1,000 | 1,560 | 1,011 |
Earnings Per Share (Schedule Of
Earnings Per Share (Schedule Of Reconciliation Of Basic And Diluted Shares Of Common Stock Outstanding Used In Calculation Of Earnings Per Share) (Details) - $ / shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Weighted average shares outstanding - basic | 37,369 | 33,800 | 37,256 | 32,159 |
Effect of dilutive stock awards | 2,061 | 2,364 | 2,246 | 1,885 |
Effect of dilutive deferred stock consideration for business acquisition | 150 | 192 | ||
Weighted average number of shares outstanding - diluted | 39,580 | 36,164 | 39,694 | 34,044 |
Basic net income per share | $ 0.07 | $ 0.13 | $ 0.32 | $ 0.37 |
Diluted net income per share | $ 0.07 | $ 0.13 | $ 0.30 | $ 0.35 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plan (Narrative) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 04, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum number of shares of common stock that may be granted through awards to any employee in any calendar year | 500 | ||||
Stock options granted fair value | $ 3,661 | ||||
Fair value of the restricted stock awards granted | $ 10,761 | ||||
Unrecognized compensation cost related to unvested stock options | $ 5,862 | $ 5,862 | |||
Unvested restricted stock awards | 1,546 | 1,546 | |||
Unvested stock options | 1,492 | 1,492 | |||
Unrecognized compensation cost related to unvested restricted stock awards | $ 9,919 | $ 9,919 | |||
Total non-cash stock compensation expense | $ 2,220 | $ 3,064 | $ 9,142 | $ 6,414 | |
Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Stock options, term of expiration | 10 years | ||||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years 1 month 24 days | ||||
2015 Plan [Member] | Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock options issued under a plan | 440 | ||||
2015 Plan [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period per share price qualification | $ 50 | ||||
Number issued | 700 | ||||
Minimum [Member] | 2015 Plan [Member] | Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Maximum [Member] | 2015 Plan [Member] | Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Vest over a period of three years [Member] | 2015 Plan [Member] | Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock options issued under a plan | 355 | ||||
Vest In Four Equal Consecutive Quarterly Tranches From The Date Of Grant [Member] | 2015 Plan [Member] | Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock options issued under a plan | 75 | ||||
Vesting Immediately [Member] | 2015 Plan [Member] | Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock options issued under a plan | 10 |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plan (Schedule Of Valuation Assumptions Used In Computing Fair Value Of Stock-Based Awards) (Details) - $ / shares shares in Thousands | 9 Months Ended | |
Mar. 04, 2022 | Sep. 30, 2022 | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years 1 month 24 days | |
2015 Plan [Member] | Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options | 440 | |
2015 Plan [Member] | Stock Options [Member] | Vest In One To Three Years [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options | 430 | |
2015 Plan [Member] | Stock Options [Member] | Vesting Immediately [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options | 10 | |
Grant price | $ 21.83 | |
Dividend yield | 0.46% | |
Expected Volatility | 39.40% | |
Risk-free interest rate | 1.66% | |
Expected term (years) | 5 years 6 months | |
Weighted average fair value (per share) | $ 8.03 | |
2015 Plan [Member] | Stock Options [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Grant price | $ 18.67 | |
Dividend yield | 0.36% | |
Expected Volatility | 38.60% | |
Risk-free interest rate | 1.46% | |
Expected term (years) | 5 years 3 months 21 days | |
Weighted average fair value (per share) | $ 7.82 | |
2015 Plan [Member] | Stock Options [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Grant price | $ 27.65 | |
Dividend yield | 0.54% | |
Expected Volatility | 40.90% | |
Risk-free interest rate | 3.38% | |
Expected term (years) | 6 years 3 days | |
Weighted average fair value (per share) | $ 10.41 | |
2015 Plan [Member] | Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number issued | 700 | |
Vesting period per share price qualification | $ 50 | |
Grant price | $ 21.83 | |
Dividend yield | 0.46% | |
Expected Volatility | 41% | |
Risk-free interest rate | 1.74% | |
Weighted average fair value (per share) | $ 15.37 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Line Items] | |||
Statutory income tax rate | 21% | 21% | |
Estimated effective tax rate | (3.10%) | 17.40% | |
Gross deferred tax asset | $ 38,184 | ||
Valuation allowance | 4,378 | ||
Net deferred tax asset | 33,806 | ||
Deferred tax liabilities, gross | $ 46,653 | ||
Net operating loss carryforwards for U.S. federal income tax purposes | $ 58,376 | $ 58,376 | |
Research and experimentation credit carryforwards | $ 2,259 | $ 2,259 | |
Austrian Ministry Of Finance [Member] | |||
Income Tax Disclosure [Line Items] | |||
Foreign statutory tax rate, foreign operations | 25% | 25% | |
Inland Revenue Department, New Zealand [Member] | |||
Income Tax Disclosure [Line Items] | |||
Foreign statutory tax rate, foreign operations | 28% | 28% | |
Australian Taxation Office [Member] | |||
Income Tax Disclosure [Line Items] | |||
Foreign statutory tax rate, foreign operations | 30% | 30% |
Income Taxes (Summary Of Tax Cr
Income Taxes (Summary Of Tax Credit Carryforwards) (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Tax Credit Carryforward [Line Items] | |
Total net operating loss amount | $ 58,376 |
Operating loss carryforward expiration year 2022 | |
Tax Credit Carryforward [Line Items] | |
Net operating loss amount | 37,171 |
Operating loss carryforward expiration year 2023 | |
Tax Credit Carryforward [Line Items] | |
Net operating loss amount | 5,712 |
Operating loss carryforward expiration year 2024 | |
Tax Credit Carryforward [Line Items] | |
Net operating loss amount | 3,566 |
Operating loss carryforward expiration year 2025 and beyond [Member] | |
Tax Credit Carryforward [Line Items] | |
Net operating loss amount | $ 11,927 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2022 segment | |
Segment Information [Abstract] | |
Number of segments | 3 |
Segment Information (Financial
Segment Information (Financial Information for Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Sales to external customers | $ 115,715 | $ 108,971 | $ 343,924 | $ 257,611 |
Operating income (expense) | 6,122 | (282) | 22,026 | 12,075 |
Transaction costs | (858) | (8,147) | (2,880) | (9,272) |
Contingent consideration expense | (104) | (493) | ||
Corporate and other expenses | (6,207) | (5,163) | (19,444) | (16,363) |
Interest income (expense), net | (2,216) | (1,476) | (5,060) | (1,926) |
Income (loss) before income tax | 2,668 | (1,420) | 14,318 | 5,886 |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (expense) | 12,053 | 13,366 | 42,195 | 33,447 |
Outdoor [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to external customers | 62,876 | 59,029 | 167,002 | 155,717 |
Outdoor [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (expense) | 5,853 | 5,939 | 9,212 | 10,041 |
Precision Sport [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to external customers | 34,207 | 30,317 | 102,512 | 82,269 |
Precision Sport [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (expense) | 9,936 | 10,441 | 33,951 | 26,420 |
Adventure [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to external customers | 18,632 | 19,625 | 74,410 | 19,625 |
Adventure [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (expense) | (3,736) | (3,014) | (968) | (3,014) |
Domestic Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to external customers | 55,540 | 61,259 | 181,920 | 160,708 |
Domestic Sales [Member] | Outdoor [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to external customers | 27,446 | 26,773 | 80,368 | 77,765 |
Domestic Sales [Member] | Precision Sport [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to external customers | 24,612 | 27,363 | 79,248 | 75,820 |
Domestic Sales [Member] | Adventure [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to external customers | 3,482 | 7,123 | 22,304 | 7,123 |
International Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to external customers | 60,175 | 47,712 | 162,004 | 96,903 |
International Sales [Member] | Outdoor [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to external customers | 35,430 | 32,256 | 86,634 | 77,952 |
International Sales [Member] | Precision Sport [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to external customers | 9,595 | 2,954 | 23,264 | 6,449 |
International Sales [Member] | Adventure [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to external customers | $ 15,150 | $ 12,502 | $ 52,106 | $ 12,502 |
Segment Information (Total Asse
Segment Information (Total Assets by Segments) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Assets | $ 627,941 | $ 631,827 |
Outdoor [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 181,669 | 166,751 |
Precision Sport [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 153,812 | 142,549 |
Adventure [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 266,340 | 298,364 |
Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 26,120 | $ 24,163 |
Segment Information (Capital Ex
Segment Information (Capital Expenditures, Depreciation and Amortization by Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Capital expenditures | $ 2,144 | $ 2,354 | $ 6,216 | $ 5,579 |
Depreciation | 2,091 | 1,631 | 5,800 | 4,336 |
Amortization | 3,683 | 3,577 | 11,740 | 5,971 |
Outdoor [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 184 | 819 | 2,509 | 2,091 |
Depreciation | 794 | 727 | 2,440 | 2,134 |
Amortization | 248 | 259 | 753 | 776 |
Precision Sport [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 1,024 | 957 | 2,246 | 2,910 |
Depreciation | 818 | 669 | 2,411 | 1,967 |
Amortization | 692 | 938 | 2,077 | 2,815 |
Adventure [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 936 | 578 | 1,461 | 578 |
Depreciation | 479 | 235 | 949 | 235 |
Amortization | $ 2,743 | $ 2,380 | $ 8,910 | $ 2,380 |