Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 01, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 | |
Entity Registrant Name | Clarus Corp | |
Entity Central Index Key | 913,277 | |
Trading Symbol | clar | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 30,041,265 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 1,672 | $ 94,738 |
Accounts receivable, less allowance for doubtful accounts of $411 and $399, respectively | 35,414 | 23,232 |
Inventories | 66,982 | 45,410 |
Prepaid and other current assets | 2,416 | 3,480 |
Income tax receivable | 85 | |
Total current assets | 106,484 | 166,945 |
Property and equipment, net | 24,319 | 11,055 |
Definite lived intangible assets, net | 24,690 | 9,769 |
Indefinite lived intangible assets | 41,794 | 22,541 |
Goodwill | 18,156 | 0 |
Other long-term assets | 350 | 147 |
Total assets | 215,793 | 210,457 |
Current liabilities | ||
Accounts payable and accrued liabilities | 23,021 | 17,740 |
Income tax payable | 513 | 969 |
Current portion of long-term debt | 21,898 | |
Total current liabilities | 23,534 | 40,607 |
Long-term debt, net | 27,353 | |
Deferred income taxes | 9,169 | 8,966 |
Other long-term liabilities | 222 | 76 |
Total liabilities | 60,278 | 49,649 |
Stockholders' Equity | ||
Preferred stock, $.0001 par value; 5,000 shares authorized; none issued | ||
Common stock, $.0001 par value; 100,000 shares authorized; 32,917 and 32,888 issued and 30,041 and 30,016 outstanding | 3 | 3 |
Additional paid in capital | 484,833 | 483,925 |
Accumulated deficit | (316,409) | (309,717) |
Treasury stock, at cost | (12,415) | (12,398) |
Accumulated other comprehensive loss | (497) | (1,005) |
Total stockholders' equity | 155,515 | 160,808 |
Total liabilities and stockholders' equity | $ 215,793 | $ 210,457 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Consolidated Balance Sheets | ||
Accounts receivable,allowance for doubtful accounts | $ 411 | $ 399 |
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 | 32,917,000 | 32,888,000 |
Common stock, shares outstanding | 30,041,000 | 30,016,000 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Sales | ||||
Domestic sales | $ 21,141 | $ 17,939 | $ 59,474 | $ 54,190 |
International sales | 24,633 | 21,502 | 58,536 | 52,600 |
Total sales | 45,774 | 39,441 | 118,010 | 106,790 |
Cost of goods sold | 30,490 | 27,105 | 81,388 | 75,155 |
Gross profit | 15,284 | 12,336 | 36,622 | 31,635 |
Operating expenses | ||||
Selling, general and administrative | 14,431 | 11,483 | 39,826 | 37,311 |
Restructuring charge | 33 | 282 | 116 | 1,275 |
Transaction costs | 1,869 | 1,869 | 269 | |
Arbitration award | (1,967) | |||
Total operating expenses | 16,333 | 11,765 | 41,811 | 36,888 |
Operating income (loss) | (1,049) | 571 | (5,189) | (5,253) |
Other income (expense) | ||||
Interest income (expense), net | (71) | (719) | (948) | (2,142) |
Other, net | 213 | 422 | 435 | 826 |
Total other income (expense), net | 142 | (297) | (513) | (1,316) |
Income (loss) before income tax | (907) | 274 | (5,702) | (6,569) |
Income tax expense (benefit) | 676 | 679 | 990 | 1,020 |
Net income (loss) | (1,583) | (405) | (6,692) | (7,589) |
Other comprehensive income (loss), net of tax: | ||||
Unrealized income (loss) on marketable securities | (68) | 107 | ||
Foreign currency translation adjustment | 684 | 176 | 2,305 | 522 |
Unrealized income (loss) on hedging activities | (419) | 147 | (1,797) | 70 |
Other comprehensive income (loss) | 265 | 255 | 508 | 699 |
Comprehensive income (loss) | $ (1,318) | $ (150) | $ (6,184) | $ (6,890) |
Net income (loss) per share: | ||||
Basic | $ (0.05) | $ (0.01) | $ (0.22) | $ (0.25) |
Diluted | $ (0.05) | $ (0.01) | $ (0.22) | $ (0.25) |
Weighted average shares outstanding: | ||||
Basic | 30,017 | 30,063 | 30,015 | 30,525 |
Diluted | 30,017 | 30,063 | 30,015 | 30,525 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (6,692) | $ (7,589) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation of property and equipment | 1,830 | 1,705 |
Amortization of intangible assets | 1,183 | 808 |
Accretion of notes payable | 833 | 1,358 |
Amortization of debt issuance costs | 11 | |
Gain on sale of marketable securities | (241) | |
Loss (gain) on disposition of assets | 109 | (5) |
(Gain) loss from removal of accumulated translation adjustment | (149) | 126 |
Stock-based compensation | 729 | 193 |
Deferred income taxes | 446 | (230) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (8,524) | (294) |
Inventories | (8,274) | 6,516 |
Prepaid and other assets | (808) | 3,307 |
Accounts payable and accrued liabilities | 3,489 | (1,121) |
Income taxes | (387) | 1,127 |
Other | (374) | (255) |
Net cash (used in) provided by operating activities | (16,578) | 5,405 |
Cash Flows From Investing Activities: | ||
Proceeds from the sales of marketable securities | 10,235 | |
Payments related to the sale of POC | (921) | |
Purchase of businesses, net of cash received | (79,238) | |
Proceeds from disposition of property and equipment | 53 | 23 |
Purchase of property and equipment | (1,919) | (2,036) |
Net cash used in investing activities | (81,104) | 7,301 |
Cash Flows From Financing Activities: | ||
Net proceeds from (repayments of) revolving credit facilities | 27,353 | |
Repayments of long-term debt | (22,690) | |
Payment of debt issuance costs | (334) | |
Purchase of treasury stock | (17) | (5,222) |
Proceeds from exercise of stock options | 179 | |
Net cash used in financing activities | 4,491 | (5,222) |
Effect of foreign exchange rates on cash and cash equivalents | 125 | 70 |
Change in cash and cash equivalents | (93,066) | 7,554 |
Cash and cash equivalents, beginning of period | 94,738 | 88,401 |
Cash and cash equivalents, end of period | 1,672 | 95,955 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid (received) for income taxes | 946 | 124 |
Cash paid for interest | 284 | 934 |
Supplemental Disclosures of Non-Cash Investing and Financing Activities: | ||
Property and equipment purchased with accounts payable | $ 27 | $ 99 |
Nature Of Operations And Summar
Nature Of Operations And Summary Of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
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,” “we,” “us” or “our”) as of and for the three and nine months ended September 30, 2017 and 2016, have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), instructions to 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 U.S. 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 of the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be obtained for the year ending December 31, 2017. 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, 2016, filed with the Securities and Exchange Commission (the “Commission”). Clarus, incorporated in Delaware in 1991, acquired Black Diamond Equipment, Ltd. (which may be referred to as “Black Diamond Equipment” or “BDEL”) and Gregory Mountain Products, LLC (which may be referred to as “Gregory Mountain Products”, “Gregory” or “GMP”) in May 2010 and changed its name to Black Diamond, Inc., in January 2011. In July 2012, we acquired POC Sweden AB and its subsidiaries (collectively, “POC”) and in October 2012, we acquired PIEPS Holding GmbH and its subsidiaries (collectively, “PIEPS”). On July 23, 2014, the Company completed the sale of certain assets to Samsonite LLC comprising Gregory Mountain Product’s business. On March 16, 2015, the Company announced that it was exploring a full range of strategic alternatives, including a sale of the entire Company and the potential sales of the Company’s Black Diamond Equipment (including PIEPS) and POC brands in two separate transactions. On October 7, 2015, the Company sold its equity interests in POC, resulting in the conclusion of the Company’s review of strategic alternatives. On November 9, 2015, the Company announced that it was seeking to redeploy its significant cash balances to invest in high quality, durable, cash flow-producing assets in order to diversify our business and potentially monetize our substantial net operating losses as part of our asset redeployment and diversification strategy. On August 14, 2017, the Company changed its name from Black Diamond, Inc. to Clarus Corporation and its stock ticker symbol from “BDE” to “CLAR” on the NASDAQ stock exchange. On August 21, 2017, the Company acquired Sierra Bullets, L.L.C. (“Sierra” or “Sierra Bullets”). Nature of Business Headquartered in Salt Lake City, Clarus Corporation is a holding company which seeks opportunities to acquire and grow businesses that can generate attractive shareholder returns. Presently, through its Outdoor Group, Clarus’ primary business is as a leading developer, manufacturer and distributor of outdoor equipment and lifestyle products focused on the climb, ski, mountain, and technical categories. The Company’s products are principally sold under the Black Diamond®, Sierra® and PIEPS® brand names through specialty and online retailers, distributors and original equipment manufacturers throughout the U.S. and internationally. Through our Black Diamond® and PIEPS® brands, we offer a broad range of products including: high performance apparel (such as jackets, shells, pants and bibs); rock-climbing equipment (such as carabiners, protection devices, harnesses, belay devices, helmets, and ice-climbing gear); technical backpacks and high-end day packs; tents; trekking poles; headlamps and lanterns; and gloves and mittens. We also offer advanced skis, ski poles, ski skins, and snow safety products, including avalanche airbag systems, avalanche transceivers, shovels, and probes. Sierra manufactures a wide range of high performance bullets for both rifles and pistols. Sierra bullets are used for precision target shooting, hunting and military and law enforcement purposes. 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 and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The more significant estimates relate to income taxes and valuation of long-lived assets and other intangible assets. Certain costs are estimated for the full year and allocated to interim periods based on estimates of time expired, benefit received, or activity associated with the interim period. We base our estimates on historical experience and other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates. Significant Accounting Policies There have been no significant changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. During the nine months ended September 30, 2017, the Company adopted Accounting Standards Update (“ASU”) 2015-11, Simplifying the Measurement of Inventory , which changes the measurement principle for inventory from the lower of cost or market to lower of cost and net realizable value for entities that do not measure inventory using the last-in, first-out or a retail inventory method. The ASU eliminates the requirement to consider replacement cost or net realizable value less an approximately normal profit margin when measuring inventory. The Company adopted this ASU effective on January 1, 2017, on a prospective basis which did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. The Company also adopted ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , effective January 1, 2017 . ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the accounting for income tax consequences, forfeitures, and classification on the statement of cash flows. Prior to adopting this ASU, all excess tax benefits resulting from exercise or settlement of share-based payment transactions were recognized in Additional paid-in capital (“APIC”) and accumulated in an APIC pool. Any tax deficiencies were either offset against the APIC pool, or were recognized in the income statement if no APIC pool was available. Under ASU 2016-09, all excess tax benefits and tax deficiencies are recognized as an income tax benefit or expense in the income statement prospectively. A cumulative-effect adjustment to retained earnings was recorded for tax benefits that were not previously recognized because the related tax deduction had not reduced taxes payable; however, the cumulative-effect adjustment was fully offset by an increase to the valuation allowance. The tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. Excess tax benefits will be recognized regardless of whether the benefit reduces taxes payable in the current period. In addition, previous guidance required entities to estimate forfeitures when computing share based compensation. Pursuant to ASU 2016-09, the Company elected to recognize forfeitures as they occur, which did not materially impact our financial statements. Prior guidance also required that excess tax benefits be presented as a cash inflow from financing activities and a cash outflow from operating activities. This ASU simplifies the presentation of excess tax benefits on the statements of cash flow requiring that excess tax benefits be classified along with other income tax cash flows as an operating activity which did not impact our condensed consolidated statements of cash flows. Accounting Pronouncements Issued Not Yet Adopted In May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU 2014-09, Revenue from Contracts with Customers that replaces the existing accounting standards for revenue recognition with a single comprehensive five-step model. The core principle is to recognize revenue upon the transfer of goods or services to customers at an amount that reflects the consideration expected to be received. The FASB also issued ASU 2015-14, Deferral of Effective Date that deferred t he effective date for the new guidance until the annual reporting period beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted, but not before the original effective date (periods beginning after December 15, 2016). The standard permits the use of either the retrospective (restating all years presented in the Company’s financial statements) or cumulative effect (recording the impact of adoption as an adjustment to retained earnings at the beginning of the year of adoption) transition method. Since its issuance, the FASB has also amended several aspects of the new guidance, including; ASU 2016-08 Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) which clarifies the Topic 606 guidance on principal versus agent considerations, ASU 2016-10 Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing that clarifies identification of a performance obligation and address revenue recognition associated with the licensing of intellectual property, ASU 2016-12 Revenue from Contracts with Customers (Topic 606), Narrow Scope Improvements and Practical Expedients clarifying assessment of collectability criterion, non-cash consideration and other technical corrections and ASU 2016-20 Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers is the result of the FASB Board decision to issue a separate Update for technical corrections and improvements. The Company intends to adopt this guidance effective January 1, 2018 using the cumulative effect method. The Company has reviewed its current customer agreements and believes that all current open agreements as of September 30, 2017 will be settled prior to adoption of this guidance on January 1, 2018. The Company does not anticipate significant changes to our current revenue recognition policy resulting from adoption of the new guidance; however, we anticipate significant changes related to footnote disclosures to the consolidated financial statements as a result of the adoption of the new guidance . In February 2016, the FASB issued ASU 2016-02, Leases , which revises the accounting related to lessor and lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset (“ROU”) for all leases with terms greater than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The provisions of ASU 2016-02 are effective for fiscal years beginning after December 15, 2018, and should be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements with certain practical expedients available. Early adoption is permitted. Since the effective date will not be until January 1, 2019, there is no immediate impact on the financial statements. Leases previously defined as capital leases will continue to be defined as a capital lease with no material changes to the accounting methodology; however, the Company does not have capital leases. The Company is performing an assessment of its leases and has begun preparations for implementation and restrospective application to the earliest reporting period. Under the new guidance, leases previously defined as operating leases will be defined as financing leases and capitalized if the term is greater than one year. As a result, financing leases will be recorded as an asset and a corresponding liability at the present value of the total lease payments. The asset will be decremented over the life of the lease on a pro-rata basis resulting in lease expense while the liability will be decremented using the interest method (ie. principal and interest). As such, the Company expects the new guidance will materially impact the asset and liability balances of the Company’s consolidated financial statements and related disclosures at the time of adoption. The majority of our current operating leases will expire prior to the adoption date. The Company anticipates renegotiating these operating leases; however, the terms which may exist at the adoption date are currently unknown. Consequently, the Company is unable to estimate the impact that these leases will have on the financial statements on the date of adoption. For the remaining leases with terms that go beyond the adoption date, the amounts we expect to recognize as additional liabilities and corresponding ROU assets based upon the present value of the remaining rental payments, are considered immaterial. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments , which clarifies the treatment of several cash flow categories. In addition, ASU 2016-15 clarifies that when cash receipts and cash payments have aspects of more than one class of cash flows and cannot be separated, classification will depend on the predominant source or use. The ASU is effective for annual and interim reporting periods beginning after December 15, 2017 with early adoption permitted. The Company does not believe the adoption of this guidance will have a material impact on the Company’s consolidated statements and related disclosures. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash , which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This ASU is effective for fiscal years beginning January 1, 2018, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments in this Update should be applied using a retrospective transition method to each period presented. The Company does not believe the adoption of this guidance will have a material impact on the Company’s consolidated statements and related disclosures . In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The standard simplifies the accounting for goodwill impairment by requiring a goodwill impairment to be measured using a single step impairment model, whereby the impairment equals the difference between the carrying amount and the fair value of the specified reporting units in their entirety. This eliminates the second step of the current impairment model that requires companies to first estimate the fair value of all assets in a reporting unit and measure impairments based on those fair values and a residual measurement approach. It also specifies that any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. We will adopt this standard no later than the effective date of January 1, 2020 on a prospective basis. The impact of the new standard will be dependent on the specific facts and circumstances of future individual impairments, if any. In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting , which clarifies that an entity should account for the effects of a modification unless the fair value, vesting terms and classification as liability or equity of the modified and original awards do not change on the modification date. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments in this update should be applied using a prospective transition method. The Company does not believe the adoption of this guidance will have a material impact on the Company’s consolidated statements and related disclosures. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . This standard enables entities to better portray the economics of their risk management activities in the financial statements and enhances the transparency and understandability of hedge results through improved disclosures. This ASU is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted. We intend to adopt the new guidance in the first quarter of 2019. The primary impact of adoption is the required disclosure changes. We believe that other comprehensive income could be materially impacted; however, since the majority of our current contracts will expire prior to the effective date, we cannot fully assess the financial impact of this pronouncement at this time. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2017 | |
Acquisition [Abstract] | |
Acquisition | NOTE 2. ACQUISITION On August 21, 2017, the Company, through Everest/Sapphire Acquisition, LLC (“Everest/Sapphire”), a Delaware limited liability company and wholly owned subsidiary of Clarus, acquired 100% of the outstanding membership interests of Sierra Bullets, L.L.C., a manufacturer of a wide range of bullets primarily for both rifles and pistols, pursuant to the terms of the purchase and sale agreement dated August 21, 2017 (the “Purchase Agreement”), by and among Everest/Sapphire, Sierra Bullets, BHH Management, Inc., a California corporation (“BHH”), Lumber Management, Inc., a Delaware corporation (“LMI” and, together with BHH, each a “Seller” and, collectively, the “Sellers”), and BHH, in its capacity as the representative of Sellers (the “Sellers’ Representative”). Under the terms of the Purchase Agreement, Everest/Sapphire acquired Sierra for an aggregate purchase price of $79,000, plus or minus a preliminary working capital adjustment, in accordance with and subject to the terms and conditions set forth in the Purchase Agreement. The Company believes the acquisition of Sierra is expected to provide the Company with the following benefits: · greater combined global revenue base; · increased diversification and seasonal balance; · increased gross margins, profitability and free cash flows; · advance the development, marketing and distribution of products; and · access to increased liquidity to further acquire and grow businesses. The Company’s fair value estimates for the purchase price allocation are preliminary and may change during the allowable allocation period, which is up to one year from the date of the acquisition of Sierra, as we finalize the working capital adjustment and continue to obtain information that existed as of the date of acquisition so that we may finalize the allocation of the purchase price for the assets acquired and liabilities assumed and determine the associated fair values. We are currently waiting for a final valuation report as well as other information needed to finalize our purchase price allocation. The following table is a reconciliation to the fair value of the purchase consideration and how the purchase consideration is preliminarily allocated to assets acquired and liabilities assumed which have been estimated at their preliminary fair values. The excess of purchase consideration over the assets acquired and liabilities assumed is recorded as goodwill. Estimated Fair Value Total Purchase Consideration $ 79,239 Assets Acquired and Liabilities Assumed Assets Cash $ 1 Accounts receivable 2,686 Inventories 11,674 Prepaid and other current assets 128 Property and equipment 13,206 Amortizable definite lived intangible assets 15,800 Identifiable indefinite lived intangible assets 18,900 Goodwill 18,156 Other long-term assets 15 Total Assets 80,566 Liabilities Accounts payable and accrued liabilities 1,327 Total Liabilities 1,327 Net Book Value Acquired $ 79,239 The gross amount of accounts receivable is $2,732 of which $46 is deemed to be not collectible. In connection with the acquisition, the Company acquired exclusive rights to Sierra’s trade names and trademarks, customer relationships, and product technologies. The preliminary amounts assigned to each class of intangible asset and the related preliminary weighted average amortization periods are as follows: Weighted Average Gross Useful Life Intangibles subject to amortization Customer relationships $ 12,200 15.0 years Product technologies 2,500 10.0 years Trade name / trademark 1,100 10.0 years Intangibles not subject to amortization Trade names and trademarks 18,900 N/A $ 34,700 13.9 years The fair value of Sierra’s assembled workforce and buyer-specific synergies has been included in goodwill. According to Revenue Ruling 99-6, the acquisition of a limited liability company is treated as a purchase of assets for tax purposes. As such, the basis in the assets of Sierra is equal for both book and tax, which results in no initial recognition of deferred tax assets or liabilities. Furthermore, the full amount of goodwill recorded of $18,156 is expected to be deductible for tax purposes. No pre-existing relationship existed between Clarus and the Sellers prior to the acquisition. Pro Forma Results The following unaudited pro forma results of operations for the three and nine months ended September 30, 2017 and 2016 give pro forma effect as if the acquisition and borrowings used to finance the acquisition had occurred on January 1, 2016, after giving effect to certain adjustments including the amortization of intangible assets, depreciation of fixed assets, the Sellers’ management fees, 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, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Sales $ 48,496 $ 47,477 $ 138,510 $ 133,840 Net income (loss) $ 32 $ 1,217 $ (1,379) $ (1,317) 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 transaction been consummated as of January 1, 2016. Furthermore, such unaudited 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. Material nonrecurring adjustments excluded from the pro forma financial information above consists of $1,869 transaction costs and the $2,522 step up of Sierra inventory to its preliminary fair value, which is expected to be recorded as an unfavorable adjustment to cost of goods sold during the six months following the acquisition date. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | NOTE 3 . DISCONTINUED OPERATIONS As discussed above in Note 1, on October 7, 2015, the Company sold POC to Dainese. The Company received $63,639 in cash for the POC Disposition and paid $2,946 in transaction fees for net proceeds of $60,693 . $739 of cash was sold as part of the transaction. Also, as of December 31, 2015, there was an unsettled working capital adjustment of $921 owed to Dainese which was paid during the three months ended March 31, 2016. The Company recognized a pre-tax gain on such sale of $8,436 . The Company performed certain transition services related to the POC Disposition and received $0 and $324 , during the three and nine months ended September 30, 2016, respectively, which was recorded as a reduction of selling, general and administrative expenses in our condensed consolidated financial statements for such periods . |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2017 | |
Inventories [Abstract] | |
Inventories | NOTE 4. INVENTORIES Inventories, as of September 30, 2017 and December 31, 2016, were as follows: September 30, 2017 December 31, 2016 Finished goods $ 53,711 $ 36,968 Work-in-process 5,748 1,677 Raw materials and supplies 7,523 6,765 $ 66,982 $ 45,410 |
Property And Equipment
Property And Equipment | 9 Months Ended |
Sep. 30, 2017 | |
Property And Equipment [Abstract] | |
Property And Equipment | NOTE 5. PROPERTY AND EQUIPMENT Property and equipment, net as of September 30, 2017 and December 31, 2016, were as follows: September 30, 2017 December 31, 2016 Land $ 3,160 $ 2,850 Building and improvements 6,827 4,169 Furniture and fixtures 3,688 3,074 Computer hardware and software 4,758 4,519 Machinery and equipment 19,283 11,144 Construction in progress 350 522 38,066 26,278 Less accumulated depreciation (13,747) (15,223) $ 24,319 $ 11,055 |
Goodwill And Other Intangible A
Goodwill And Other Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Other Intangible Assets [Abstract] | |
Goodwill And Other Intangible Assets | NOTE 6 . OTHER INTANGIBLE ASSETS Goodwill There was an increase in goodwill during the nine months ended September 30, 2017, from $0 to $18,156 , due to the Company’s acquisition of Sierra on August 21, 2017. The following table summarizes the changes in goodwill by segment: Black Diamond Sierra Total Balance at December 31, 2016 $ - $ - $ - Increase due to acquisition - 18,156 18,156 Balance at September 30, 2017 $ - $ 18,156 $ 18,156 Indefinite Lived Intangible Assets The Company owns certain tradenames and trademarks which provide Black Diamond Equipment , PIEPS and Sierra with the exclusive and perpetual rights to manufacture and sell their respective products. There was an increase in trad enames and trademarks during the nine months ended September 30, 201 7 , due to the Company’s acquisition of Sierra and the impact of foreign currency exchange rates. The following table summarizes the changes in indefinite lived intangible assets: Balance at December 31, 2016 $ 22,541 Increase due to acquisition 18,900 Impact of foreign currency exchange rates 353 Balance at September 30, 2017 $ 41,794 Other Intangible Assets, net Intangible assets are amortizable over their estimated useful lives. There was a n increase in gr oss other intangible assets subject to amortization during the nine months ended September 30, 201 7 due to the Company’s acquisition of Sierra and the impact of foreign currency exchange rates. The following table summarizes the changes in gross other intangible assets: Gross balance at December 31, 2016 $ 16,980 Increase due to acquisition 15,800 Impact of foreign currency exchange rates 510 Gross balance at September 30, 2017 $ 33,290 Other intangible assets, net of amortization as of September 30, 201 7 and December 31, 201 6 , were as follows: September 30, 2017 December 31, 2016 Customer lists and relationships $ 26,426 $ 13,942 Product technologies 4,817 2,091 Trade name / trademark 1,100 - Core technologies 947 947 33,290 16,980 Less accumulated amortization (8,600) (7,211) $ 24,690 $ 9,769 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2017 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | NOTE 7. LONG-TERM DEBT Long-term debt, net as of September 30, 2017 and December 31, 2016, was as follows: September 30, 2017 December 31, 2016 Revolving credit facilities (a) $ 27,353 $ - 5% Senior Subordinated Notes due 2017 (refer to Note 17) - 22,610 Term note (b) - 102 Unamortized discount - (814) 27,353 21,898 Less current portion - (21,898) $ 27,353 $ - (a) As of September 30, 2017, the Company had drawn $ 27,353 on a $ 40,000 revolving credit facility with Zions First National Bank with a maturity date of August 21, 2022. In conjunction with the acquisition of Sierra, on August 21, 2017, the Company together with its direct and indirect domestic subsidiaries entered into a third amended and restated loan agreement (the “Third Amended and Restated Loan Agreement”) with Zions First National Bank, a national banking association, (the “Lender”), which matures on August 21, 2022. Under the Third Amended and Restated Loan Agreement, the Company has up to a $40,000 revolving line of credit (the “Revolving Line of Credit”) pursuant to a fourth amended and restated promissory note (revolving loan) (the “Revolving Line of Credit Promissory Note”). The maximum borrowing of $40,000 (the “Maximum Borrowing”) under the Revolving Line of Credit reduces by $1,250 per quarter until such time as the maximum borrowing amount is $20,000 , provided, that the Company may request an increase of up to $20,000 as an accordion option (the “Accordion”) to increase the Revolving Line of Credit up to the Maximum Borrowing on a seasonal or permanent basis for funding general corporate needs including working capital, capital expenditures, permitted loans or investments in subsidiaries, and the issuance of letters of credit. Availability under the Revolving Line of Credit may not exceed $30,000 unless the Company has sufficient eligible receivable, inventory and equipment assets at such time pursuant to formulas set forth in the Third Amended and Restated Loan Agreement . All debt associated with the Third Amended and Restated Loan Agreement bears interest at one-month London Interbank Offered Rate (“LIBOR”) plus an applicable margin as determined by the ratio of Total Net Debt (subject to adjustments as set forth in the Third Amended and Restated Loan Agreement) to Trailing Twelve Month Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) as follows: (i) one month LIBOR plus 4.00% per annum at all times that Total Net Debt to Trailing Twelve Month EBITDA ratio is greater than or equal to 2.75 ; (ii) one month LIBOR plus 3.00% per annum at all times that Total Net Debt to Trailing Twelve Month EBITDA ratio is greater than or equal to 2.00 and less than 2.75 ; (iii) one month LIBOR plus 2.00% per annum at all times that Total Net Debt to Trailing Twelve Month EBITDA ratio is greater than or equal to 1.00 and less than 2.00 ; and (iv) one month LIBOR plus 1.5% per annum at all times that Total Net Debt to Trailing Twelve Month EBITDA ratio is less than 1.00 . Any amount outstanding under the Third Amended and Restated Loan Agreement will be secured by a general first priority Uniform Commercial Code (“UCC”) security interest in all material domestic assets of the Company and its domestic subsidiaries, including, but not limited to: accounts, accounts receivable, inventories, equipment, real property, ownership in subsidiaries, and intangibles including patents, trademarks and copyrights. Proceeds of the foregoing will be secured via pledge and control agreements on domestic depository and investment accounts not held with the Lender. The Third Amended and Restated Loan Agreement contains certain financial covenants including restrictive debt covenants that require the Company and its subsidiaries to maintain a minimum fixed charge coverage ratio, a maximum total leverage ratio, a minimum net worth, a positive amount of asset coverage and limitations on capital expenditures, all as calculated in the Third Amended and Restated Loan Agreement. In addition, the Third Amended and Restated Loan Agreement contains covenants restricting the Company and its subsidiaries from pledging or encumbering their assets, with certain exceptions, and from engaging in acquisitions other than acquisitions permitted by the Third Amended and Restated Loan Agreement. The Third Amended and Restated Loan Agreement contains customary events of default (with grace periods where customary) including, among other things, failure to pay any principal or interest when due; any materially false or misleading representation, warranty, or financial statement; failure to comply with or to perform any provision of the Third and Restated Loan Agreement; and default on any debt or agreement in excess of certain amounts. (b) The term note was payable to a government entity with an interest rate of 0.75 % and no monthly installments. During the nine months ended September 30, 2017, the entire principal amount and all accrued interest were paid in full. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
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. At September 30, 2017, the Company’s derivative contracts had a remaining maturity of one and one-half years or less. The counterparty to these transactions had both long-term and short-term investment grade credit ratings. The maximum net exposure of the Company’s credit risk to the counterparty is generally limited to the aggregate unrealized loss of all contracts with that counterparty, which is $1,353 as of September 30, 2017. The Company’s exposure of counterparty credit risk is limited to the aggregate unrealized gain on all contracts. At September 30, 2017, there was no such exposure to the counterparty. The Company’s derivative counterparty has strong credit ratings and as a result, the Company does not require collateral to facilitate transactions. The Company held the following contracts designated as hedged instruments as of September 30, 2017 and December 31, 2016: September 30, 2017 Notional Latest Amount Maturity Foreign exchange contracts - Norwegian Kroner 7,449 February 2018 Foreign exchange contracts - Canadian Dollars 13,345 February 2019 Foreign exchange contracts - British Pounds 2,343 February 2019 Foreign exchange contracts - Euros 22,200 February 2019 December 31, 2016 Notional Latest Amount Maturity Foreign exchange contracts - Canadian Dollars 11,001 February 2018 Foreign exchange contracts - British Pounds 1,842 February 2018 Foreign exchange contracts - Euros 14,366 February 2018 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. Losses of $ (422) and $ (152 ) were reclassified to sales during the three months ended September 30, 2017 and 2016, respectively, and $(36) and $(495) were reclassified to sales during the nine months ended September 30, 2017 and 2016, respectively. The Company records ineffectiveness of hedged instruments resulting from changes in fair value of the instruments in earnings. There were no gains (losses) recorded to Other, net, during the three and nine months ended September 30, 2017. Gains (losses) of $34 and $(8 ) were recorded to Other, net, associated with ineffective hedge instruments during the three and nine months ended September 30, 2016. The following table presents the balance sheet classification and fair value of derivative instruments as of September 30, 2017 and December 31, 2016: Classification September 30, 2017 December 31, 2016 Derivative instruments in asset positions: Forward exchange contracts Prepaid and other current assets $ 69 $ 1,165 Forward exchange contracts Other long-term assets $ 12 $ 116 Derivative instruments in liability positions: Forward exchange contracts Accounts payable and accrued liabilities $ 1,284 $ - Forward exchange contracts Other long-term liabilities $ 150 $ - |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 9 Months Ended |
Sep. 30, 2017 | |
Accumulated Other Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive Income | NOTE 9. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME Accumulated other comprehensive (loss) income (“AOCI”) primarily consists of foreign currency translation adjustments and changes in our forward foreign exchange contracts. The components of AOCI, net of tax, were as follows: Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Cash Flow Hedges Total Balance as of December 31, 2016 $ (1,729) $ 724 $ (1,005) Other comprehensive income (loss) before reclassifications 2,454 (2,177) 277 Amounts reclassified from other comprehensive income (loss) (149) 380 231 Net current period other comprehensive income (loss) 2,305 (1,797) 508 Balance as of September 30, 2017 $ 576 $ (1,073) $ (497) The effects on net loss of amounts reclassified from unrealized gains (losses) on cash flow hedges for foreign exchange contracts and foreign currency translation adjustments for the three and nine months ended September 30, 2017, were as follows: Gains (losses) reclassified from AOCI to the Condensed Consolidated Statement of Comprehensive Loss Affected line item in the Condensed Consolidated Statement of Comprehensive Loss For the Three Months Ended September 30, 2017 For the Nine Months Ended September 30, 2017 Foreign exchange contracts: Sales $ (422) $ (36) Less: Income tax expense 109 344 Amount reclassified, net of tax $ (531) $ (380) Foreign currency translation adjustments: Other, net $ 68 $ 149 Total reclassifications from AOCI $ (463) $ (231) The Company’s policy is to classify reclassifications of cumulative foreign currency translation from AOCI to Other, net. |
Fair Value Of Measurements
Fair Value Of Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Of Measurements [Abstract] | |
Fair Value Of 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 which 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, 2017 and December 31, 2016 were as follows: September 30, 2017 Level 1 Level 2 Level 3 Total Assets Forward exchange contracts - 81 - 81 $ - $ 81 $ - $ 81 Liabilities Forward exchange contracts $ - $ 1,434 $ - $ 1,434 $ - $ 1,434 $ - $ 1,434 December 31, 2016 Level 1 Level 2 Level 3 Total Assets Forward exchange contracts $ - $ 1,281 $ - $ 1,281 $ - $ 1,281 $ - $ 1,281 Liabilities Forward exchange contracts $ - $ - $ - $ - $ - $ - $ - $ - The carrying value of cash, accounts receivable, accounts payable and accrued liabilities approximate their respective fair values due to the short-term nature and liquidity of these financial instruments. Derivative financial instruments are recorded at fair value based on current market pricing models. No nonrecurring fair value measurements existed at September 30, 2017 and December 31, 2016. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 11. EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing earnings (loss) by the weighted average number of common shares outstanding during each period. Diluted earnings (loss) per share is computed by dividing earnings (loss) 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 due to net loss. The following table is a reconciliation of basic and diluted shares of common stock outstanding used in the calculation of earnings (loss) per share: Three Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Weighted average shares outstanding - basic 30,017 30,063 30,015 30,525 Effect of dilutive stock awards - - - - Weighted average shares outstanding - diluted 30,017 30,063 30,015 30,525 Net loss per share: Basic $ (0.05) $ (0.01) $ (0.22) $ (0.25) Diluted (0.05) (0.01) (0.22) (0.25) For the three months ended September 30, 2017 and 2016, equity awards of 2,835 and 2,517 , respectively, and for the nine months ended September 30, 2017 and 2016, equity awards of 2,793 and 2,491 , respectively, were outstanding and anti-dilutive and therefore not included in the calculation of loss per share for these periods. |
Stock-Based Compensation Plan
Stock-Based Compensation Plan | 9 Months Ended |
Sep. 30, 2017 | |
Stock-Based Compensation Plan [Abstract] | |
Stock-Based Compensation Plan | NOTE 12. STOCK-BASED COMPENSATION PLAN Under the Company’s current 2015 Stock Incentive Plan (the “2015 Plan”), the Company’s Board of Directors (the “Board of Directors”) has flexibility to determine the type and amount of awards to be granted to eligible participants, who must be employees, directors, officers or consultants of the Company or its subsidiaries. The 2015 Plan allows for grants of incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation rights, and restricted units. The aggregate number of shares of common stock that may be granted through awards under the 2015 Plan to any employee in any calendar year may not exceed 500 shares. The 2015 Plan will continue in effect until December 2025 unless terminated sooner. During the nine months ended September 30, 2017, the Company issued stock options for an aggregate of 463 shares under the 2015 Plan to directors and employees of the Company. Of the 463 options issued, 38 options vest in four equal consecutive quarterly tranches from the date of grant. 325 vest in three equal tranches on December 31, 2017, December 31, 2018 and December 31, 2019. The remaining 100 options vested immediately. 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, 2017 Number of options 363 100 Option vesting period 1 -2 Years Immediate Grant price $6.10 - $6.15 $6.10 Dividend yield 0.00% 0.00% Expected volatility (a) 41.9% - 42.2% 46.90% Risk-free interest rate 1.80% 1.41% Expected life (years) (b) 5.31 - 5.33 2.75 Weighted average fair value $2.45 - $2.49 $1.20 (a) Expected volatility is based upon the Company’s historical volatility. (b) Because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for these grants, the Company utilized the simplified method in developing an estimate of the expected term of these options. On June 1, 2017, the Company issued and granted to an employee a restricted stock award of 500 restricted shares under the 2015 Plan, of which (i) 250 restricted shares will vest if, on or before June 1, 2022, the Fair Market Value (as defined in the Plan) of the Company’s common stock shall have equaled or exceeded $10.00 per share for twenty consecutive trading days; and (ii) 250 restricted shares will vest if, on or before June 1, 2022, the Fair Market Value (as defined in the Plan) of the Company’s common stock shall have equaled or exceeded $12.00 per share for twenty consecutive trading days. For computing the fair value of the 500 restricted shares with a market condition, the fair value of each restricted stock award grant has been estimated as of the date of grant using the Monte-Carlo pricing model with the assumptions below. Market Condition Restricted Shares Granted on June 1, 2017 Number issued 250 250 Vesting period $10.00 stock price target $12.00 stock price target Grant price $6.10 $6.10 Dividend yield 0.0% 0.0% Expected volatility 42.4% 42.4% Risk-free interest rate 1.76% 1.76% Weighted average fair value $4.30 $3.68 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, 2017 and 2016 was $387 and $42 , respectively, and for the nine months ended September 30, 2017 and 2016 was $729 and $193 , respectively. For the three and nine months ended September 30, 2017 and 2016, the majority of stock-based compensation costs were classified as selling, general and administrative expense. The fair value of unvested restricted stock awards is determined based on the market price of our shares of common stock on the grant date or using the Monte-Carlo pricing model. As of September 30, 2017, there were 533 unvested stock options and unrecognized compensation cost of $ 1,153 related to unvested stock options, as well as 850 unvested restricted stock awards and unrecognized compensation cost of $1,679 related to unvested restricted stock awards. |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring [Abstract] | |
Restructuring | NOTE 13. RESTRUCTURING The Company initiated a restructuring plan in the fourth quarter of 2014 (“2014 Restructuring Plan”) to realign resources within the organization and completed the plan during the year ended December 31, 2016. During the three and nine months ended September 30, 2016 , we incurred restructuring charges of $0 and $20 related to the 2014 Restructuring Plan. We incurred $5,959 of cumulative restructuring charges in connection with the 2014 Restructuring Plan. As part of the conclusion of the Company’s review of strategic alternatives, the Company initiated restructuring activities in efforts to further realign resources within the organization (“2015 Restructuring Plan”) and anticipates completing the plan in 2017. During the three months ended September 30, 2017 and 2016, we incurred restructuring charges of $33 and $282 , respectively, related to the 2015 Restructuring Plan. During the nine months ended September 30, 2017 and 2016, we incurred restructuring charges of $116 and $1,255 , respectively, related to the 2015 Restructuring Plan. We incurred $2,500 of cumulative restructuring charges in connection with the 2015 Restructuring Plan. We estimate that we will incur an immaterial amount of restructuring charges related to the 2015 Restructuring Plan during the remainder of 2017. The following table summarizes the restructuring charges, payments and the remaining accrual related to employee termination costs and facility exit costs. 2015 Restructuring Plan Balance at December 31, 2016 $ 96 Charges to expense: Other costs 116 Total restructuring charges 116 Cash payments and non-cash charges: Cash payments (132) Balance at September 30, 2017 $ 80 As of September 30, 2017, termination costs and restructuring costs remained in accrued liabilities and are expected to be paid during the remainder of 2017. |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | NOTE 14. COMMITMENTS AND CONTINGENCIES The Company is involved in various legal disputes and other legal proceedings that arise from time to time in the ordinary course of business. Based on currently available information, the Company does not believe that it is reasonably possible that the disposition of any of the legal disputes the Company or its subsidiaries is currently involved in will have a material adverse effect upon the Company’s consolidated financial condition, results of operations or cash flows. There is a reasonable possibility of loss from contingencies in excess of the amounts accrued by the Company in the accompanying condensed consolidated balance sheets; however, the actual amounts of such possible losses cannot currently be reasonably estimated by the Company at this time. It is possible that, as additional information becomes available, the impact on the Company could have a different effect. During the nine months ended September 30, 2016, the Company received an arbitral award on agreed terms of $1,967 , related to certain claims against the former owner of PIEPS associated with the voluntary recall of all of the PIEPS VECTOR avalanche transceivers during the year ended December 31, 2013. This award concluded the arbitration process in its entirety. The Company leases office, warehouse and distribution space under non-cancelable operating leases. As leases expire, it can be expected that, in the normal course of business, certain leases will be renewed or replaced. Certain lease agreements include escalating rents over the lease terms. The Company expenses rent on a straight-line basis over the lease term which commences on the date the Company has the right to control the property. The cumulative expense recognized on a straight-line basis in excess of the cumulative payments is included in accounts payable and accrued liabilities and other long-term liabilities in the accompanying condensed consolidated balance sheets. Total rent expense of the Company for the three months ended September 30, 2017 and 2016 was $214 and $204 , respectively, and for the nine months ended September 30, 2017 and 2016 was $611 and $826 , respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | NOTE 15. INCOME TAXES The Company’s foreign operations that are considered to be permanently reinvested have statutory tax rates of 25% . Tax expense includes a discrete charge for the three months ended September 30, 2017 and 2016 of $0 and $520 , respectively, and for the nine months ended September 30, 2017 and 2016 of $20 and $953 , respectively, of additional interest for an uncertain tax position and potential tax audit liability associated with the formal closure and liquidation of the Company’s Black Diamond Equipment manufacturing operations in Zhuhai, China. During the nine months ended September 30, 2017, the Company settled and paid the Chinese tax audit liability in the amount of $939 . There was also a discrete charge of $109 and $344 during the three and nine months ended September 30, 2017, respectively, associated with a disproportionate tax effect released from AOCI. During the nine months ended September 30, 2016, there was a discrete charge for a Swiss withholding tax related to the transferring of Black Diamond Equipment’s European operations from Basel, Switzerland to Innsbruck, Austria. During the three months ended September 30, 2017, the Company repatriated approximately $10,800 from its Swedish subsidiary, Ember Scandinavia AB to help fund the acquisition of Sierra. Income taxes were previously accrued and a deferred tax liability recorded in fiscal year 2015. With the dividend, the Company will have taxable income which is subject to the Federal Alternative Minimum Tax (“AMT”), therefore the Company recorded a discrete expense of $211 . With the acquisition of Sierra during the three months ended September 30, 2017, the company recognized a discrete expense of $101 for the tax amortization of indefinite lived intangibles and goodwill, and an increase to the deferred tax liabilities which are not a source of future taxable income of $101 . As of December 31, 2016, the Company’s gross deferred tax asset was $ 75,416 . The Company had recorded a valuation allowance of $67,662 , resulting in a net deferred tax asset of $ 7,754 , before deferred tax liabilities of $16,720 . The Company has provided a valuation allowance against a portion of the deferred tax assets as of December 31, 2016, because the ultimate realization of those assets did not meet the more likely than not criteria. The majority of the Company’s deferred tax assets consist of net operating loss carryforwards for federal tax purposes. If a change in control were to occur, these could be limited under Section 382 of the Internal Revenue Code of 1986 (“Code”), as amended. In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible and net operating loss and credit carryforwards expire. The estimates and judgments associated with the Company’s valuation allowance on deferred tax assets are considered critical due to the amount of deferred tax assets recorded by the Company on its consolidated balance sheet and the judgment required in determining the Company’s future taxable income. The need for a valuation allowance is reassessed at each interim reporting period. As of December 31, 2016, the Company had net operating loss, research and experimentation credit and alternative minimum tax credit carryforwards for U.S. federal income tax purposes of $ 172,419 ($ 270 relates to excess tax benefits related to share based payment compensation), $ 3,407 and $ 315 , respectively. The Company believes its U.S. Federal net operating loss (“NOL”) will substantially offset its future U.S. Federal income taxes, excluding the amount subject to U.S. Federal Alternative Minimum Tax (“AMT”). AMT is calculated as 20 % of AMT income. For purposes of AMT, a maximum of 90 % of income is offset by available NOLs. The majority of the Company’s pre-tax income is currently earned and expected to be earned in the U.S., or taxed in the U.S. as Subpart F income and will be offset with the NOL. NOLs available to offset taxable income, subject to compliance with Section 382 of the Code, begin to expire based upon the following schedule: Net Operating Loss Carryforward Expiration Dates December 31, 2016 Expiration Dates December 31, Net Operating Loss Amount 2021 $ 32,408 2022 115,000 2023 5,712 2024 3,566 2025 and beyond 15,733 Total 172,419 Excess stock based payment tax deductions (270) After limitations $ 172,149 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Information [Abstract] | |
Segment Information | NOTE 1 6 . SEGMENT INFORMATION As a result of our August 21, 2017 acquisition of Sierra, we now operate our business structure within two segments which are grouped into what we refer to as the Outdoor Group. These segments are defined based on the internal financial reporting used by management. Certain significant selling and general and administrative expenses are not allocated to the segments. Each segment is described below: · Black Diamond segment, which includes Black Diamond Equipment and PIEPS, is a global leader in designing, manufacturing, and marketing innovative outdoor engineered equipment and apparel for climbing, mountaineering, backpacking, skiing, and a wide range of other year-round outdoor recreation activities. Black Diamond segment offers a broad range of products including: high performance apparel (such as jackets, shells, pants and bibs); rock-climbing equipment (such as carabiners, protection devices, harnesses, belay devices, helmets, and ice-climbing gear); technical backpacks and high-end day packs; tents; trekking poles; headlamps and lanterns; and gloves and mittens. It also offers advanced skis, ski poles, ski skins, and snow safety products, including avalanche airbag systems, avalanche transceivers, shovels, and probes. · Sierra segment, which includes Sierra, is an American manufacturer of bullets intended for firearms. Sierra segment manufactures a wide range of high performance bullets for both rifles and pistols. These bullets are used for precision target shooting, hunting and military and law enforcement purposes. Financial information for our segments is as follows: Three Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Sales to external customers: Black Diamond $ 42,242 $ 39,441 $ 114,478 $ 106,790 Sierra 3,532 - 3,532 - Sales to external customers $ 45,774 $ 39,441 $ 118,010 $ 106,790 Segment operating income (expense): Black Diamond $ 2,085 $ 1,821 $ 1,098 $ (225) Sierra 416 - 416 - Segment operating income (expense) 2,501 1,821 1,514 (225) Restructuring charge (33) (282) (116) (1,275) Transaction costs (1,869) - (1,869) (269) Corporate and other expenses (1,435) (546) (4,283) (2,658) Interest expense, net (71) (719) (948) (2,142) (Loss) income before income tax $ (907) $ 274 $ (5,702) $ (6,569) There were no intercompany sales between the Black Diamond and Sierra segments for the periods presented. Restructuring charges for the periods presented relate to the Black Diamond segment. On August 21, 2017, the Company purchased Sierra. Total preliminary assets of Sierra as of August 21, 2017 were $80,566 . Depreciation and amortization by segment is as follows. Three Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Outdoor group depreciation: Black Diamond $ 569 $ 529 $ 1,674 $ 1,705 Sierra 156 - 156 - Total outdoor group depreciation $ 725 $ 529 $ 1,830 $ 1,705 Outdoor group amortization: Black Diamond $ 273 $ 269 $ 808 $ 808 Sierra 375 - 375 - Total outdoor group amortization $ 648 $ 269 $ 1,183 $ 808 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 1 7 . RELATED PARTY TRANSACTIONS 5% Unsecured Subordinated Notes due May 28, 2017 As part of the consideration payable to the stockholders of Gregory when the Company acquired Gregory, the Company issued $ 14,517 , $ 7,539 , and $554 in 5 % Unsecured Subordinated Notes due May 28, 2017 (the “Merger Consideration Subordinated Notes”) to Kanders GMP Holdings, LLC, Schiller Gregory Investment Company, LLC, and five former employees of Gregory, respectively. Mr. Warren B. Kanders, the Company’s Executive Chairman and a member of its Board of Directors, is a majority member and a trustee of the manager of Kanders GMP Holdings, LLC. The sole manager of Schiller Gregory Investment Company, LLC is Mr. Robert R. Schiller, the Company’s former Executive Vice Chairman and former member of its Board of Directors. The principal terms of the Merger Consideration Subordinated Notes was as follows: (i) the principal amount was due and payable on May 28, 2017 and was prepayable by the Company at any time; (ii) interest accrued on the principal amount at the rate of 5% per annum and was payable quarterly in cash; (iii) the default interest rate accrued at the rate of 10 % per annum during the occurrence of an event of default; and (iv) events of default, which can only be triggered with the consent of Kanders GMP Holdings, LLC, were: (a) the default by the Company on any payment due under a Merger Consideration Subordinated Note; (b) the Company’s failure to perform or observe any other material covenant or agreement contained in the Merger Consideration Subordinated Notes; or (c) the Company’s instituting or becoming subject to a proceeding under the Bankruptcy Code (as defined in the Merger Consideration Subordinated Notes). The Merger Consideration Subordinated Notes were junior to all senior indebtedness of the Company, except that payments of interest continue to be made under the Merger Consideration Subordinated Notes as long as no event of default exists under any senior indebtedness. Given the below market interest rate for comparably secured notes and the relative illiquidity of the Merger Consideration Subordinated Notes, we discounted the notes to $8,640 , $4,487 and $316 , respectively, at the date of acquisition. We were accreting the discount on the Merger Consideration Subordinated Notes to interest expense using the effective interest method over the term of the Merger Consideration Subordinated Notes. The effective interest rate was approximately 14% . On April 7, 2011, Schiller Gregory Investment Company, LLC transferred its Merger Consideration Subordinated Note in equal amounts to the Robert R. Schiller Cornerstone Trust and the Deborah Schiller 2005 Revocable Trust. On June 24, 2013, the Robert R. Schiller Cornerstone Trust dated September 9, 2010 transferred its Merger Consideration Subordinated Note in the amount of $3,769 to the Robert R. Schiller 2013 Cornerstone Trust dated June 24, 2013. During the three and nine months ended September 30, 2017, $0 and $89 in interest, respectively, was paid to Kanders GMP Holdings, LLC, and $0 and $46 in interest, respectively, was paid to the Robert R. Schiller 2013 Cornerstone Trust and the Deborah Schiller 2005 Revocable Trust pursuant to the outstanding Merger Consideration Subordinated Notes. On May 29, 2012 and August 13, 2012, five former employees of Gregory exercised certain sales rights and sold Merger Consideration Subordinated Notes in the aggregate principal amount of approximately $ 365 to Kanders GMP Holdings, LLC and in the aggregate principal amount of approximately $ 189 to Schiller Gregory Investment Company, LLC. During the three and nine months ended September 30, 2017, $0 and $2 in interest, respectively, was paid to Kanders GMP Holdings, LLC, and $0 and $1 in interest, respectively, was paid to Schiller Gregory Investment Company, LLC, pursuant to these outstanding Merger Consideration Subordinated Notes. In February 2017, the Board of Directors approved the repayment of the Merger Consideration Subordinated Notes. On February 13, 2017, the entire principal amounts and all accrued interest amounts were paid in full. The note discount as of December 31, 2016 of $814 was expensed and recognized as interest expense during the three months ended March 31, 2017. Upon the Company’s acquisition of Sierra, on August 21, 2017, the Company paid a fee in the amount of $1,000 to Kanders & Company, Inc. (“Kanders & Company”), which is included in transaction costs, in consideration of the significant support received by the Company from Kanders & Company in sourcing, structuring, performing due diligence and negotiating the acquisition. Mr. Warren B. Kanders, the Company’s Executive Chairman of the Board of Directors and a member of its Board of Directors, is the sole stockholder of Kanders & Company. |
Nature Of Operations And Summ23
Nature Of Operations And Summary Of Significant Accounting Policies (Policy) | 9 Months Ended |
Sep. 30, 2017 | |
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,” “we,” “us” or “our”) as of and for the three and nine months ended September 30, 2017 and 2016, have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), instructions to 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 U.S. 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 of the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be obtained for the year ending December 31, 2017. 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, 2016, filed with the Securities and Exchange Commission (the “Commission”). Clarus, incorporated in Delaware in 1991, acquired Black Diamond Equipment, Ltd. (which may be referred to as “Black Diamond Equipment” or “BDEL”) and Gregory Mountain Products, LLC (which may be referred to as “Gregory Mountain Products”, “Gregory” or “GMP”) in May 2010 and changed its name to Black Diamond, Inc., in January 2011. In July 2012, we acquired POC Sweden AB and its subsidiaries (collectively, “POC”) and in October 2012, we acquired PIEPS Holding GmbH and its subsidiaries (collectively, “PIEPS”). On July 23, 2014, the Company completed the sale of certain assets to Samsonite LLC comprising Gregory Mountain Product’s business. On March 16, 2015, the Company announced that it was exploring a full range of strategic alternatives, including a sale of the entire Company and the potential sales of the Company’s Black Diamond Equipment (including PIEPS) and POC brands in two separate transactions. On October 7, 2015, the Company sold its equity interests in POC, resulting in the conclusion of the Company’s review of strategic alternatives. On November 9, 2015, the Company announced that it was seeking to redeploy its significant cash balances to invest in high quality, durable, cash flow-producing assets in order to diversify our business and potentially monetize our substantial net operating losses as part of our asset redeployment and diversification strategy. On August 14, 2017, the Company changed its name from Black Diamond, Inc. to Clarus Corporation and its stock ticker symbol from “BDE” to “CLAR” on the NASDAQ stock exchange. On August 21, 2017, the Company acquired Sierra Bullets, L.L.C. (“Sierra” or “Sierra Bullets”). |
Nature Of Business | Nature of Business Headquartered in Salt Lake City, Clarus Corporation is a holding company which seeks opportunities to acquire and grow businesses that can generate attractive shareholder returns. Presently, through its Outdoor Group, Clarus’ primary business is as a leading developer, manufacturer and distributor of outdoor equipment and lifestyle products focused on the climb, ski, mountain, and technical categories. The Company’s products are principally sold under the Black Diamond®, Sierra® and PIEPS® brand names through specialty and online retailers, distributors and original equipment manufacturers throughout the U.S. and internationally. Through our Black Diamond® and PIEPS® brands, we offer a broad range of products including: high performance apparel (such as jackets, shells, pants and bibs); rock-climbing equipment (such as carabiners, protection devices, harnesses, belay devices, helmets, and ice-climbing gear); technical backpacks and high-end day packs; tents; trekking poles; headlamps and lanterns; and gloves and mittens. We also offer advanced skis, ski poles, ski skins, and snow safety products, including avalanche airbag systems, avalanche transceivers, shovels, and probes. Sierra manufactures a wide range of high performance bullets for both rifles and pistols. Sierra bullets are used for precision target shooting, hunting and military and law enforcement purposes. |
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 and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The more significant estimates relate to income taxes and valuation of long-lived assets and other intangible assets. Certain costs are estimated for the full year and allocated to interim periods based on estimates of time expired, benefit received, or activity associated with the interim period. We base our estimates on historical experience and other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates. |
Recent Accounting Pronouncements | Significant Accounting Policies There have been no significant changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. During the nine months ended September 30, 2017, the Company adopted Accounting Standards Update (“ASU”) 2015-11, Simplifying the Measurement of Inventory , which changes the measurement principle for inventory from the lower of cost or market to lower of cost and net realizable value for entities that do not measure inventory using the last-in, first-out or a retail inventory method. The ASU eliminates the requirement to consider replacement cost or net realizable value less an approximately normal profit margin when measuring inventory. The Company adopted this ASU effective on January 1, 2017, on a prospective basis which did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. The Company also adopted ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , effective January 1, 2017 . ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the accounting for income tax consequences, forfeitures, and classification on the statement of cash flows. Prior to adopting this ASU, all excess tax benefits resulting from exercise or settlement of share-based payment transactions were recognized in Additional paid-in capital (“APIC”) and accumulated in an APIC pool. Any tax deficiencies were either offset against the APIC pool, or were recognized in the income statement if no APIC pool was available. Under ASU 2016-09, all excess tax benefits and tax deficiencies are recognized as an income tax benefit or expense in the income statement prospectively. A cumulative-effect adjustment to retained earnings was recorded for tax benefits that were not previously recognized because the related tax deduction had not reduced taxes payable; however, the cumulative-effect adjustment was fully offset by an increase to the valuation allowance. The tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. Excess tax benefits will be recognized regardless of whether the benefit reduces taxes payable in the current period. In addition, previous guidance required entities to estimate forfeitures when computing share based compensation. Pursuant to ASU 2016-09, the Company elected to recognize forfeitures as they occur, which did not materially impact our financial statements. Prior guidance also required that excess tax benefits be presented as a cash inflow from financing activities and a cash outflow from operating activities. This ASU simplifies the presentation of excess tax benefits on the statements of cash flow requiring that excess tax benefits be classified along with other income tax cash flows as an operating activity which did not impact our condensed consolidated statements of cash flows. Accounting Pronouncements Issued Not Yet Adopted In May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU 2014-09, Revenue from Contracts with Customers that replaces the existing accounting standards for revenue recognition with a single comprehensive five-step model. The core principle is to recognize revenue upon the transfer of goods or services to customers at an amount that reflects the consideration expected to be received. The FASB also issued ASU 2015-14, Deferral of Effective Date that deferred t he effective date for the new guidance until the annual reporting period beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted, but not before the original effective date (periods beginning after December 15, 2016). The standard permits the use of either the retrospective (restating all years presented in the Company’s financial statements) or cumulative effect (recording the impact of adoption as an adjustment to retained earnings at the beginning of the year of adoption) transition method. Since its issuance, the FASB has also amended several aspects of the new guidance, including; ASU 2016-08 Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) which clarifies the Topic 606 guidance on principal versus agent considerations, ASU 2016-10 Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing that clarifies identification of a performance obligation and address revenue recognition associated with the licensing of intellectual property, ASU 2016-12 Revenue from Contracts with Customers (Topic 606), Narrow Scope Improvements and Practical Expedients clarifying assessment of collectability criterion, non-cash consideration and other technical corrections and ASU 2016-20 Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers is the result of the FASB Board decision to issue a separate Update for technical corrections and improvements. The Company intends to adopt this guidance effective January 1, 2018 using the cumulative effect method. The Company has reviewed its current customer agreements and believes that all current open agreements as of September 30, 2017 will be settled prior to adoption of this guidance on January 1, 2018. The Company does not anticipate significant changes to our current revenue recognition policy resulting from adoption of the new guidance; however, we anticipate significant changes related to footnote disclosures to the consolidated financial statements as a result of the adoption of the new guidance . In February 2016, the FASB issued ASU 2016-02, Leases , which revises the accounting related to lessor and lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset (“ROU”) for all leases with terms greater than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The provisions of ASU 2016-02 are effective for fiscal years beginning after December 15, 2018, and should be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements with certain practical expedients available. Early adoption is permitted. Since the effective date will not be until January 1, 2019, there is no immediate impact on the financial statements. Leases previously defined as capital leases will continue to be defined as a capital lease with no material changes to the accounting methodology; however, the Company does not have capital leases. The Company is performing an assessment of its leases and has begun preparations for implementation and restrospective application to the earliest reporting period. Under the new guidance, leases previously defined as operating leases will be defined as financing leases and capitalized if the term is greater than one year. As a result, financing leases will be recorded as an asset and a corresponding liability at the present value of the total lease payments. The asset will be decremented over the life of the lease on a pro-rata basis resulting in lease expense while the liability will be decremented using the interest method (ie. principal and interest). As such, the Company expects the new guidance will materially impact the asset and liability balances of the Company’s consolidated financial statements and related disclosures at the time of adoption. The majority of our current operating leases will expire prior to the adoption date. The Company anticipates renegotiating these operating leases; however, the terms which may exist at the adoption date are currently unknown. Consequently, the Company is unable to estimate the impact that these leases will have on the financial statements on the date of adoption. For the remaining leases with terms that go beyond the adoption date, the amounts we expect to recognize as additional liabilities and corresponding ROU assets based upon the present value of the remaining rental payments, are considered immaterial. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments , which clarifies the treatment of several cash flow categories. In addition, ASU 2016-15 clarifies that when cash receipts and cash payments have aspects of more than one class of cash flows and cannot be separated, classification will depend on the predominant source or use. The ASU is effective for annual and interim reporting periods beginning after December 15, 2017 with early adoption permitted. The Company does not believe the adoption of this guidance will have a material impact on the Company’s consolidated statements and related disclosures. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash , which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This ASU is effective for fiscal years beginning January 1, 2018, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments in this Update should be applied using a retrospective transition method to each period presented. The Company does not believe the adoption of this guidance will have a material impact on the Company’s consolidated statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The standard simplifies the accounting for goodwill impairment by requiring a goodwill impairment to be measured using a single step impairment model, whereby the impairment equals the difference between the carrying amount and the fair value of the specified reporting units in their entirety. This eliminates the second step of the current impairment model that requires companies to first estimate the fair value of all assets in a reporting unit and measure impairments based on those fair values and a residual measurement approach. It also specifies that any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. We will adopt this standard no later than the effective date of January 1, 2020 on a prospective basis. The impact of the new standard will be dependent on the specific facts and circumstances of future individual impairments, if any. In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting , which clarifies that an entity should account for the effects of a modification unless the fair value, vesting terms and classification as liability or equity of the modified and original awards do not change on the modification date. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments in this update should be applied using a prospective transition method. The Company does not believe the adoption of this guidance will have a material impact on the Company’s consolidated statements and related disclosures. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . This standard enables entities to better portray the economics of their risk management activities in the financial statements and enhances the transparency and understandability of hedge results through improved disclosures. This ASU is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted. We intend to adopt the new guidance in the first quarter of 2019. The primary impact of adoption is the required disclosure changes. We believe that other comprehensive income could be materially impacted; however, since the majority of our current contracts will expire prior to the effective date, we cannot fully assess the financial impact of this pronouncement at this time. |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Acquisition [Abstract] | |
Schedule Of Purchase Price Allocation | Estimated Fair Value Total Purchase Consideration $ 79,239 Assets Acquired and Liabilities Assumed Assets Cash $ 1 Accounts receivable 2,686 Inventories 11,674 Prepaid and other current assets 128 Property and equipment 13,206 Amortizable definite lived intangible assets 15,800 Identifiable indefinite lived intangible assets 18,900 Goodwill 18,156 Other long-term assets 15 Total Assets 80,566 Liabilities Accounts payable and accrued liabilities 1,327 Total Liabilities 1,327 Net Book Value Acquired $ 79,239 |
Schedule Of Intangible Assets Other Than Goodwill Acquired | Weighted Average Gross Useful Life Intangibles subject to amortization Customer relationships $ 12,200 15.0 years Product technologies 2,500 10.0 years Trade name / trademark 1,100 10.0 years Intangibles not subject to amortization Trade names and trademarks 18,900 N/A $ 34,700 13.9 years |
Pro Forma Results | Three Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Sales $ 48,496 $ 47,477 $ 138,510 $ 133,840 Net income (loss) $ 32 $ 1,217 $ (1,379) $ (1,317) |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventories [Abstract] | |
Inventories | September 30, 2017 December 31, 2016 Finished goods $ 53,711 $ 36,968 Work-in-process 5,748 1,677 Raw materials and supplies 7,523 6,765 $ 66,982 $ 45,410 |
Property And Equipment (Tables)
Property And Equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property And Equipment [Abstract] | |
Property And Equipment | September 30, 2017 December 31, 2016 Land $ 3,160 $ 2,850 Building and improvements 6,827 4,169 Furniture and fixtures 3,688 3,074 Computer hardware and software 4,758 4,519 Machinery and equipment 19,283 11,144 Construction in progress 350 522 38,066 26,278 Less accumulated depreciation (13,747) (15,223) $ 24,319 $ 11,055 |
Goodwill And Other Intangible27
Goodwill And Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Other Intangible Assets [Abstract] | |
Schedule Of Goodwill | Black Diamond Sierra Total Balance at December 31, 2016 $ - $ - $ - Increase due to acquisition - 18,156 18,156 Balance at September 30, 2017 $ - $ 18,156 $ 18,156 |
Schedule Of Indefinite Lived Intangible Assets | Balance at December 31, 2016 $ 22,541 Increase due to acquisition 18,900 Impact of foreign currency exchange rates 353 Balance at September 30, 2017 $ 41,794 |
Schedule Of Definite Lived Intangible Assets, Net | Gross balance at December 31, 2016 $ 16,980 Increase due to acquisition 15,800 Impact of foreign currency exchange rates 510 Gross balance at September 30, 2017 $ 33,290 |
Schedule Of Intangible Assets, Net Of Amortization | September 30, 2017 December 31, 2016 Customer lists and relationships $ 26,426 $ 13,942 Product technologies 4,817 2,091 Trade name / trademark 1,100 - Core technologies 947 947 33,290 16,980 Less accumulated amortization (8,600) (7,211) $ 24,690 $ 9,769 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Long-Term Debt [Abstract] | |
Components Of Long-Term Debt | September 30, 2017 December 31, 2016 Revolving credit facilities (a) $ 27,353 $ - 5% Senior Subordinated Notes due 2017 (refer to Note 17) - 22,610 Term note (b) - 102 Unamortized discount - (814) 27,353 21,898 Less current portion - (21,898) $ 27,353 $ - |
Derivative Financial Instrume29
Derivative Financial Instruments - (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Financial Instruments [Abstract] | |
Schedule Of Contracts Designated And Not Designated As Hedged Instruments | September 30, 2017 Notional Latest Amount Maturity Foreign exchange contracts - Norwegian Kroner 7,449 February 2018 Foreign exchange contracts - Canadian Dollars 13,345 February 2019 Foreign exchange contracts - British Pounds 2,343 February 2019 Foreign exchange contracts - Euros 22,200 February 2019 December 31, 2016 Notional Latest Amount Maturity Foreign exchange contracts - Canadian Dollars 11,001 February 2018 Foreign exchange contracts - British Pounds 1,842 February 2018 Foreign exchange contracts - Euros 14,366 February 2018 |
Schedule Of Derivative Instruments Fair Value And Balance Sheet Classification | Classification September 30, 2017 December 31, 2016 Derivative instruments in asset positions: Forward exchange contracts Prepaid and other current assets $ 69 $ 1,165 Forward exchange contracts Other long-term assets $ 12 $ 116 Derivative instruments in liability positions: Forward exchange contracts Accounts payable and accrued liabilities $ 1,284 $ - Forward exchange contracts Other long-term liabilities $ 150 $ - |
Accumulated Other Comprehensi30
Accumulated Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accumulated Other Comprehensive Income [Abstract] | |
Components Of Accumulated Other Comprehensive Income | Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Cash Flow Hedges Total Balance as of December 31, 2016 $ (1,729) $ 724 $ (1,005) Other comprehensive income (loss) before reclassifications 2,454 (2,177) 277 Amounts reclassified from other comprehensive income (loss) (149) 380 231 Net current period other comprehensive income (loss) 2,305 (1,797) 508 Balance as of September 30, 2017 $ 576 $ (1,073) $ (497) |
Reclassification Out Of Accumulated Other Comprehensive Income | Gains (losses) reclassified from AOCI to the Condensed Consolidated Statement of Comprehensive Loss Affected line item in the Condensed Consolidated Statement of Comprehensive Loss For the Three Months Ended September 30, 2017 For the Nine Months Ended September 30, 2017 Foreign exchange contracts: Sales $ (422) $ (36) Less: Income tax expense 109 344 Amount reclassified, net of tax $ (531) $ (380) Foreign currency translation adjustments: Other, net $ 68 $ 149 Total reclassifications from AOCI $ (463) $ (231) |
Fair Value Of Measurements (Tab
Fair Value Of Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Of Measurements [Abstract] | |
Schedule Of Assets And Liabilities Measured On A Recurring Basis | September 30, 2017 Level 1 Level 2 Level 3 Total Assets Forward exchange contracts - 81 - 81 $ - $ 81 $ - $ 81 Liabilities Forward exchange contracts $ - $ 1,434 $ - $ 1,434 $ - $ 1,434 $ - $ 1,434 December 31, 2016 Level 1 Level 2 Level 3 Total Assets Forward exchange contracts $ - $ 1,281 $ - $ 1,281 $ - $ 1,281 $ - $ 1,281 Liabilities Forward exchange contracts $ - $ - $ - $ - $ - $ - $ - $ - |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Weighted average shares outstanding - basic 30,017 30,063 30,015 30,525 Effect of dilutive stock awards - - - - Weighted average shares outstanding - diluted 30,017 30,063 30,015 30,525 Net loss per share: Basic $ (0.05) $ (0.01) $ (0.22) $ (0.25) Diluted (0.05) (0.01) (0.22) (0.25) |
Stock-Based Compensation Plan (
Stock-Based Compensation Plan (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule Of Valuation Assumptions Used In Computing Fair Value Of Stock-Based Awards | Options Granted During the Nine Months Ended September 30, 2017 Number of options 363 100 Option vesting period 1 -2 Years Immediate Grant price $6.10 - $6.15 $6.10 Dividend yield 0.00% 0.00% Expected volatility (a) 41.9% - 42.2% 46.90% Risk-free interest rate 1.80% 1.41% Expected life (years) (b) 5.31 - 5.33 2.75 Weighted average fair value $2.45 - $2.49 $1.20 (a) Expected volatility is based upon the Company’s historical volatility. (b) Because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for these grants, the Company utilized the simplified method in developing an estimate of the expected term of these options. |
Restricted Stock | |
Schedule Of Valuation Assumptions Used In Computing Fair Value Of Stock-Based Awards | Number issued 250 250 Vesting period $10.00 stock price target $12.00 stock price target Grant price $6.10 $6.10 Dividend yield 0.0% 0.0% Expected volatility 42.4% 42.4% Risk-free interest rate 1.76% 1.76% Weighted average fair value $4.30 $3.68 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring [Abstract] | |
Schedule of Restructuring and Related Costs | 2015 Restructuring Plan Balance at December 31, 2016 $ 96 Charges to expense: Other costs 116 Total restructuring charges 116 Cash payments and non-cash charges: Cash payments (132) Balance at September 30, 2017 $ 80 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Income Taxes [Abstract] | |
Summary Of Tax Credit Carryforwards | Net Operating Loss Carryforward Expiration Dates December 31, 2016 Expiration Dates December 31, Net Operating Loss Amount 2021 $ 32,408 2022 115,000 2023 5,712 2024 3,566 2025 and beyond 15,733 Total 172,419 Excess stock based payment tax deductions (270) After limitations $ 172,149 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Information [Abstract] | |
Financial Information for Segments | Three Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Sales to external customers: Black Diamond $ 42,242 $ 39,441 $ 114,478 $ 106,790 Sierra 3,532 - 3,532 - Sales to external customers $ 45,774 $ 39,441 $ 118,010 $ 106,790 Segment operating income (expense): Black Diamond $ 2,085 $ 1,821 $ 1,098 $ (225) Sierra 416 - 416 - Segment operating income (expense) 2,501 1,821 1,514 (225) Restructuring charge (33) (282) (116) (1,275) Transaction costs (1,869) - (1,869) (269) Corporate and other expenses (1,435) (546) (4,283) (2,658) Interest expense, net (71) (719) (948) (2,142) (Loss) income before income tax $ (907) $ 274 $ (5,702) $ (6,569) |
Depreciation and Amortization by Segment | Three Months Ended Nine Months Ended September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016 Outdoor group depreciation: Black Diamond $ 569 $ 529 $ 1,674 $ 1,705 Sierra 156 - 156 - Total outdoor group depreciation $ 725 $ 529 $ 1,830 $ 1,705 Outdoor group amortization: Black Diamond $ 273 $ 269 $ 808 $ 808 Sierra 375 - 375 - Total outdoor group amortization $ 648 $ 269 $ 1,183 $ 808 |
Acquisition (Narrative) (Detail
Acquisition (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Aug. 21, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 18,156 | $ 18,156 | $ 0 | |||
Net income | $ 32 | $ 1,217 | (1,379) | $ (1,317) | ||
Acquisition-related Costs [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Net income | 1,869 | |||||
Fair Value Adjustment to Inventory [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Net income | $ 2,522 | |||||
Sierra Bullets, L.L.C [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquired outstanding membership interests | 100.00% | |||||
Purchase price | $ 79,239 | |||||
Gross amount of accounts receivable | 2,732 | |||||
Acquired accounts receivable deemed uncollectible | 46 | |||||
Goodwill | $ 18,156 |
Acquisition (Schedule Of Purcha
Acquisition (Schedule Of Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Aug. 21, 2017 | Dec. 31, 2016 |
Assets Acquired and Liabilities Assumed | |||
Goodwill | $ 18,156 | $ 0 | |
Sierra Bullets, L.L.C [Member] | |||
Business Acquisition [Line Items] | |||
Total purchase consideration | $ 79,239 | ||
Assets Acquired and Liabilities Assumed | |||
Cash | 1 | ||
Accounts receivable | 2,686 | ||
Inventories | 11,674 | ||
Prepaid and other current assets | 128 | ||
Property and equipment | 13,206 | ||
Amortizable definite lived intangible assets | 15,800 | ||
Identifiable indefinite lived intangible assets | 18,900 | ||
Goodwill | 18,156 | ||
Other long-term assets | 15 | ||
Total assets | 80,566 | ||
Accounts payable and accrued liabilities | 1,327 | ||
Total liabilities | 1,327 | ||
Net Book Value Acquired | $ 79,239 |
Acquisition (Schedule Of Intang
Acquisition (Schedule Of Intangible Assets Other Than Goodwill Acquired) (Details) - USD ($) $ in Thousands | Aug. 21, 2017 | Sep. 30, 2017 |
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangibles subject to amortization | $ 15,800 | |
Intangibles subject to amortization, Weighted Average Useful Life | 13 years 10 months 24 days | |
Intangibles not subject to amortization | $ 18,900 | |
Sierra Bullets, L.L.C [Member] | ||
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangibles not subject to amortization | $ 18,900 | |
Intangible assets acquired | $ 34,700 | |
Customer Lists And Relationships [Member] | ||
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangibles subject to amortization, Weighted Average Useful Life | 15 years | |
Customer Lists And Relationships [Member] | Sierra Bullets, L.L.C [Member] | ||
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangibles subject to amortization | $ 12,200 | |
Product Technologies [Member] | ||
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangibles subject to amortization, Weighted Average Useful Life | 10 years | |
Product Technologies [Member] | Sierra Bullets, L.L.C [Member] | ||
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangibles subject to amortization | $ 2,500 | |
Tradenames And Trademarks [Member] | ||
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangibles subject to amortization, Weighted Average Useful Life | 10 years | |
Tradenames And Trademarks [Member] | Sierra Bullets, L.L.C [Member] | ||
Schedule Of Intangible Assets Other Than Goodwill [Line Items] | ||
Intangibles subject to amortization | $ 1,100 |
Acquisition (Pro Forma Results)
Acquisition (Pro Forma Results) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Acquisition [Abstract] | ||||
Sales | $ 48,496 | $ 47,477 | $ 138,510 | $ 133,840 |
Net income | $ 32 | $ 1,217 | $ (1,379) | $ (1,317) |
Discontinued Operations (Narrat
Discontinued Operations (Narrative) (Details) - POC [Member] - USD ($) $ in Thousands | Oct. 07, 2015 | Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Disposal Group, Including Discontinued Operation, Consideration | $ 63,639 | ||||
Discontinued Operation, Transaction Fees | 2,946 | ||||
Cash sold | 739 | ||||
Proceeds from Divestiture of Interest in Consolidated Subsidiaries | $ 60,693 | ||||
Working capital adjustment | $ 921 | ||||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | $ 8,436 | ||||
Transition services | $ 0 | $ 324 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventories [Abstract] | ||
Finished goods | $ 53,711 | $ 36,968 |
Work-in-process | 5,748 | 1,677 |
Raw materials and supplies | 7,523 | 6,765 |
Inventories | $ 66,982 | $ 45,410 |
Property And Equipment (Propert
Property And Equipment (Property And Equipment) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property And Equipment [Abstract] | ||
Land | $ 3,160 | $ 2,850 |
Buildings and improvements | 6,827 | 4,169 |
Furniture and fixtures | 3,688 | 3,074 |
Computer hardware and software | 4,758 | 4,519 |
Machinery and equipment | 19,283 | 11,144 |
Construction in progress | 350 | 522 |
Property and equipment, gross | 38,066 | 26,278 |
Less accumulated depreciation | (13,747) | (15,223) |
Property and equipment | $ 24,319 | $ 11,055 |
Goodwill And Other Intangible44
Goodwill And Other Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Goodwill And Other Intangible Assets [Abstract] | |||
Goodwill | $ 18,156 | $ 0 | |
Amortization expense of intangible assets | $ 1,183 | $ 808 |
Goodwill And Other Intangible45
Goodwill And Other Intangible Assets (Schedule Of Goodwill) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Goodwill [Line Items] | |
Beginning Balance | $ 0 |
Increase due to acquisitions | 18,156 |
Ending Balance | 18,156 |
Sierra [Member] | |
Goodwill [Line Items] | |
Increase due to acquisitions | 18,156 |
Ending Balance | $ 18,156 |
Goodwill And Other Intangible46
Goodwill And Other Intangible Assets (Schedule Of Indefinite Lived Intangible Assets) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Acquisition [Abstract] | |
Balance at December 31, 2016 | $ 22,541 |
Intangibles not subject to amortization | 18,900 |
Impact of foreign currency exchange rates | 353 |
Balance at September 30, 2017 | $ 41,794 |
Goodwill And Other Intangible47
Goodwill And Other Intangible Assets (Schedule Of Definite Lived Intangible Assets, Net) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Acquisition [Abstract] | |
Gross balance at December 31, 2016 | $ 16,980 |
Intangibles subject to amortization | 15,800 |
Impact of foreign currency exchange rates | 510 |
Gross balance at September 30, 2017 | $ 33,290 |
Goodwill And Other Intangible48
Goodwill And Other Intangible Assets (Schedule Of Intangible Assets, Net Of Amortization) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 33,290 | $ 16,980 |
Less accumulated amortization | (8,600) | (7,211) |
Intangible assets, net | 24,690 | 9,769 |
Customer Lists And Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 26,426 | 13,942 |
Product Technologies [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 4,817 | 2,091 |
Trade Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 1,100 | |
Core Technologies [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 947 | $ 947 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Line Of Credit Facility And Long Term Debt [Line Items] | |
Credit facility maximum borrowing capacity | $ 40,000 |
Revolving Credit Facility [Member] | |
Line Of Credit Facility And Long Term Debt [Line Items] | |
Line of credit facility, amount outstanding | 27,353 |
Third Amendment to Second Amended and Restated Loan Agreement [Member] | |
Line Of Credit Facility And Long Term Debt [Line Items] | |
Credit facility maximum borrowing capacity | 40,000 |
Credit facility quarterly reductions in borrowing capacity | 1,250 |
Credit facility maximum borrowing capacity after quarterly reductions | 20,000 |
Credit facility temporary increase in borrowing capacity | 20,000 |
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | $ 30,000 |
Basis spread on variable rate | 4.00% |
Third Amendment to Second Amended and Restated Loan Agreement Option 1 [Member] | |
Line Of Credit Facility And Long Term Debt [Line Items] | |
Basis spread on variable rate | 3.00% |
Third Amendment to Second Amended and Restated Loan Agreement Option 2 [Member] | |
Line Of Credit Facility And Long Term Debt [Line Items] | |
Basis spread on variable rate | 2.00% |
Third Amendment to Second Amended and Restated Loan Agreement Option 3 [Member] | |
Line Of Credit Facility And Long Term Debt [Line Items] | |
Basis spread on variable rate | 1.50% |
Minimum [Member] | Third Amendment to Second Amended and Restated Loan Agreement [Member] | |
Line Of Credit Facility And Long Term Debt [Line Items] | |
Debt to EBITDA ratio used in margin calculation | 2.75 |
Minimum [Member] | Third Amendment to Second Amended and Restated Loan Agreement Option 1 [Member] | |
Line Of Credit Facility And Long Term Debt [Line Items] | |
Debt to EBITDA ratio used in margin calculation | 2 |
Minimum [Member] | Third Amendment to Second Amended and Restated Loan Agreement Option 2 [Member] | |
Line Of Credit Facility And Long Term Debt [Line Items] | |
Debt to EBITDA ratio used in margin calculation | 1 |
Maximum [Member] | Third Amendment to Second Amended and Restated Loan Agreement Option 1 [Member] | |
Line Of Credit Facility And Long Term Debt [Line Items] | |
Debt to EBITDA ratio used in margin calculation | 2.75 |
Maximum [Member] | Third Amendment to Second Amended and Restated Loan Agreement Option 2 [Member] | |
Line Of Credit Facility And Long Term Debt [Line Items] | |
Debt to EBITDA ratio used in margin calculation | 2 |
Maximum [Member] | Third Amendment to Second Amended and Restated Loan Agreement Option 3 [Member] | |
Line Of Credit Facility And Long Term Debt [Line Items] | |
Debt to EBITDA ratio used in margin calculation | 1 |
Long-Term Debt (Components Of L
Long-Term Debt (Components Of Long-Term Debt) (Details) - USD ($) $ in Thousands | May 28, 2010 | Sep. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Line Of Credit Facility And Long Term Debt [Line Items] | ||||
5% Senior Subordinated Notes due 2017 (refer to Note 17) | $ 22,610 | |||
Term note | 102 | |||
Unamortized discount | $ (814) | (814) | ||
Total carrying amount of long-term debt | $ 27,353 | 21,898 | ||
Less current portion | $ (21,898) | |||
Long-term debt, net | 27,353 | |||
Unsecured Subordinated Notes, interest rate | 5.00% | |||
Revolving Credit Facility [Member] | ||||
Line Of Credit Facility And Long Term Debt [Line Items] | ||||
Credit facility | $ 27,353 | |||
Government Entity And Other Financial Institutions [Member] | ||||
Line Of Credit Facility And Long Term Debt [Line Items] | ||||
Interest rate of term note | 0.75% |
Derivative Financial Instrume51
Derivative Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Maximum net exposure to counterparty | $ 1,353 | |||
Sales | $ 45,774 | $ 39,441 | 118,010 | $ 106,790 |
Other, net | 213 | 422 | 435 | 826 |
Reclassification Out Of Accumulated Other Comprehensive Income [Member] | Unrealized Gains (Losses) on Cash Flow Hedges [Member] | ||||
Sales | $ (422) | (152) | $ (36) | (495) |
Other, net | $ 34 | $ (8) |
Derivative Financial Instrume52
Derivative Financial Instruments (Schedule Of Contracts Designated As Hedged Instruments) (Details) € in Thousands, £ in Thousands, NOK in Thousands, CAD in Thousands | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2017NOK | Dec. 31, 2016GBP (£) | Sep. 30, 2017GBP (£) | Sep. 30, 2017EUR (€) | Sep. 30, 2017CAD | Dec. 31, 2016EUR (€) | Dec. 31, 2016CAD | |
Norwegian Kroner [Member] | |||||||
Foreign Exchange Contracts [Line Items] | |||||||
Foreign exchange contracts, Notional Amount | NOK | NOK 7,449 | ||||||
Norwegian Kroner [Member] | Designated as Hedging Instrument [Member] | |||||||
Foreign Exchange Contracts [Line Items] | |||||||
Derivative, Maturity Date | Feb. 1, 2018 | ||||||
Canadian Dollars [Member] | |||||||
Foreign Exchange Contracts [Line Items] | |||||||
Foreign exchange contracts, Notional Amount | CAD | CAD 13,345 | CAD 11,001 | |||||
Canadian Dollars [Member] | Designated as Hedging Instrument [Member] | |||||||
Foreign Exchange Contracts [Line Items] | |||||||
Derivative, Maturity Date | Feb. 1, 2019 | Feb. 1, 2018 | |||||
British Pounds [Member] | |||||||
Foreign Exchange Contracts [Line Items] | |||||||
Foreign exchange contracts, Notional Amount | £ | £ 1,842 | £ 2,343 | |||||
British Pounds [Member] | Designated as Hedging Instrument [Member] | |||||||
Foreign Exchange Contracts [Line Items] | |||||||
Derivative, Maturity Date | Feb. 1, 2019 | Feb. 1, 2018 | |||||
Euro [Member] | |||||||
Foreign Exchange Contracts [Line Items] | |||||||
Foreign exchange contracts, Notional Amount | € | € 22,200 | € 14,366 | |||||
Euro [Member] | Designated as Hedging Instrument [Member] | |||||||
Foreign Exchange Contracts [Line Items] | |||||||
Derivative, Maturity Date | Feb. 1, 2019 | Feb. 1, 2018 |
Derivative Financial Instrume53
Derivative Financial Instruments (Schedule Of Derivative Instruments Fair Value And Balance Sheet Classification) (Details) - Forward exchange contracts [Member] - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Prepaid And Other Current Assets [Member] | ||
Derivative instruments in asset positions, Forward exchange contracts | $ 69 | $ 1,165 |
Other Long-Term Assets [Member] | ||
Derivative instruments in asset positions, Forward exchange contracts | 12 | $ 116 |
Accounts Payable And Accrued Liabilities [Member] | ||
Derivative instruments in liability positions, Forward exchange contracts | 1,284 | |
Other Long-Term Liabilities [Member] | ||
Derivative instruments in liability positions, Forward exchange contracts | $ 150 |
Accumulated Other Comprehensi54
Accumulated Other Comprehensive Income (Components Of Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance as of December 31, 2016 | $ (1,005) | |||
Other comprehensive income (loss) before reclassifications | 277 | |||
Amounts reclassified from other comprehensive income (loss) | 231 | |||
Net current period other comprehensive income (loss) | $ 265 | $ 255 | 508 | $ 699 |
Balance as of September 30, 2017 | (497) | (497) | ||
Foreign Currency Translation Adjustments [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance as of December 31, 2016 | (1,729) | |||
Other comprehensive income (loss) before reclassifications | 2,454 | |||
Amounts reclassified from other comprehensive income (loss) | (149) | |||
Net current period other comprehensive income (loss) | 2,305 | |||
Balance as of September 30, 2017 | 576 | 576 | ||
Unrealized Gains (Losses) on Cash Flow Hedges [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance as of December 31, 2016 | 724 | |||
Other comprehensive income (loss) before reclassifications | (2,177) | |||
Amounts reclassified from other comprehensive income (loss) | 380 | |||
Net current period other comprehensive income (loss) | (1,797) | |||
Balance as of September 30, 2017 | $ (1,073) | $ (1,073) |
Accumulated Other Comprehensi55
Accumulated Other Comprehensive Income (Reclassification Out Of Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Sales | $ 45,774 | $ 39,441 | $ 118,010 | $ 106,790 |
Less: Income tax expense | 676 | 679 | 990 | 1,020 |
Total reclassificaitons from AOCI | (231) | |||
Unrealized Gains (Losses) on Cash Flow Hedges [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total reclassificaitons from AOCI | (380) | |||
Foreign Currency Translation Adjustments [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total reclassificaitons from AOCI | 149 | |||
Reclassification Out Of Accumulated Other Comprehensive Income [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total reclassificaitons from AOCI | (463) | (231) | ||
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 | (422) | $ (152) | (36) | $ (495) |
Less: Income tax expense | 109 | 344 | ||
Total reclassificaitons from AOCI | (531) | (380) | ||
Reclassification Out Of Accumulated Other Comprehensive Income [Member] | Foreign Currency Translation Adjustments [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Other, net | $ 68 | $ 149 |
Fair Value Of Measurements (Sch
Fair Value Of Measurements (Schedule Of Assets And Liabilities Measured On A Recurring Basis) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Forward exchange contract, asset, fair value | $ 81 | $ 1,281 |
Forward exchange contract, liability, fair value | 1,434 | |
Assets fair value | 81 | 1,281 |
Liabilities fair value | 1,434 | |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Forward exchange contract, asset, fair value | ||
Forward exchange contract, liability, fair value | ||
Assets fair value | ||
Liabilities fair value | ||
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Forward exchange contract, asset, fair value | 81 | 1,281 |
Forward exchange contract, liability, fair value | 1,434 | |
Assets fair value | 81 | 1,281 |
Liabilities fair value | 1,434 | |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Forward exchange contract, asset, fair value | ||
Forward exchange contract, liability, fair value | ||
Assets fair value | ||
Liabilities fair value |
Earnings Per Share - (Narrative
Earnings Per Share - (Narrative) (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Antidilutive securities excluded from computation of earnings per share, number of shares | 2,835 | 2,517 | 2,793 | 2,491 |
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, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Weighted average number of shares outstanding - basic | 30,017 | 30,063 | 30,015 | 30,525 |
Effect of dilutive stock awards | ||||
Weighted average number of shares outstanding - diluted | 30,017 | 30,063 | 30,015 | 30,525 |
Basic net loss per share | $ (0.05) | $ (0.01) | $ (0.22) | $ (0.25) |
Diluted net loss per share | $ (0.05) | $ (0.01) | $ (0.22) | $ (0.25) |
Stock-Based Compensation Plan59
Stock-Based Compensation Plan (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 01, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
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 | ||||
Allocated Share-based Compensation Expense | $ 387 | $ 42 | $ 729 | $ 193 | |
Unrecognized compensation cost related to unvested stock options | $ 1,153 | $ 1,153 | |||
Unvested restricted stock awards | 850 | 850 | |||
Unvested stock options | 533 | 533 | |||
Unrecognized compensation cost related to unvested restricted stock awards | $ 1,679 | $ 1,679 | |||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options expected to vest within a year from grant date | 463 | 463 | |||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unvested restricted stock awards | 500 | ||||
Vest In Four Equal Consecutive Quarterly Tranches From The Date Of Grant | Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock options issued under a plan | 363 | ||||
Stock options expected to vest within a year from grant date | 38 | 38 | |||
Vesting Immediately [Member] | Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock options issued under a plan | 100 | ||||
Nonvested options that will vest in consequent years | 100 | 100 | |||
Vesting In Three Installments [Member] | Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Nonvested options that will vest in consequent years | 325 | 325 | |||
Exercise Price Range One [Member] | Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share Price | $ 6.10 | ||||
Unvested restricted stock awards | 250 | ||||
Stock Price Target | $ 10 | ||||
Exercise Price Range Two [Member] | Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share Price | $ 6.10 | $ 12 | $ 12 | ||
Unvested restricted stock awards | 250 | ||||
Stock Price Target | $ 12 |
Stock-Based Compensation Plan60
Stock-Based Compensation Plan (Schedule Of Valuation Assumptions Used In Computing Fair Value Of Stock-Based Awards) (Details) - Stock Options | 9 Months Ended | |
Sep. 30, 2017$ / sharesshares | ||
Vest In Four Equal Consecutive Quarterly Tranches From The Date Of Grant | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted | shares | 363 | |
Dividend yield | 0.00% | |
Risk-free interest rate | 1.80% | |
Vesting Immediately [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted | shares | 100 | |
Grant price | $ 6.10 | |
Dividend yield | 0.00% | |
Expected Volatility | 46.90% | [1] |
Risk-free interest rate | 1.41% | |
Expected life (years) | 2 years 9 months | [2] |
Weighted average fair value | $ 1.20 | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Grant price | $ 6.10 | |
Expected Volatility | 41.90% | |
Risk-free interest rate | 1.80% | |
Expected life (years) | 5 years 3 months 22 days | |
Weighted average fair value | $ 2.45 | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 2 years | |
Grant price | $ 6.15 | |
Expected Volatility | 42.20% | |
Expected life (years) | 5 years 3 months 29 days | |
Weighted average fair value | $ 2.49 | |
[1] | Options Granted During the Nine Months Ended September 30, 2017Number of options363100Option vesting period1-2 YearsImmediateGrant price$6.10 - $6.15$6.10Dividend yield0.00%0.00%Expected volatility (a)41.9% - 42.2%46.90%Risk-free interest rate1.80%1.41%Expected life (years) (b)5.31 - 5.332.75Weighted average fair value$2.45 - $2.49$1.20Expected volatility is based upon the Company's historical volatility. | |
[2] | Because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for these grants, the Company utilized the simplified method in developing an estimate of the expected term of these options.On June 1, 2017, the Company issued and granted to an employee a restricted stock award of 500 restricted shares under the 2015 Plan, of which (i) 250 restricted shares will vest if, on or before June 1, 2022, the Fair Market Value (as defined in the Plan) of the Company's common stock shall have equaled or exceeded $10.00 per share for twenty consecutive trading days; and (ii) 250 restricted shares will vest if, on or before June 1, 2022, the Fair Market Value (as defined in the Plan) of the Company's common stock shall have equaled or exceeded $12.00 per share for twenty consecutive trading days. For computing the fair value of the 500 restricted shares with a market condition, the fair value of each restricted stock award grant has been estimated as of the date of grant using the Monte-Carlo pricing model with the assumptions below.Market Condition Restricted Shares Granted on June 1, 2017Number issued250250Vesting period$10.00 stock price target$12.00 stock price targetGrant price$6.10$6.10Dividend yield0.0%0.0%Expected volatility42.4%42.4%Risk-free interest rate1.76%1.76%Weighted average fair value$4.30$3.68 |
Stock-Based Compensation Plan61
Stock-Based Compensation Plan (Schedule of Restricted Shares) (Details) - $ / shares | Jun. 01, 2017 | Sep. 30, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number issued | 850 | |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number issued | 500 | |
Exercise Price Range One [Member] | Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number issued | 250 | |
Stock Price Target | $ 10 | |
Grant price | $ 6.10 | |
Dividend yield | 0.00% | |
Expected Volatility | 42.40% | |
Risk-free interest rate | 1.76% | |
Weighted average fair value | $ 4.30 | |
Exercise Price Range Two [Member] | Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number issued | 250 | |
Stock Price Target | $ 12 | |
Grant price | $ 6.10 | $ 12 |
Dividend yield | 0.00% | |
Expected Volatility | 42.40% | |
Risk-free interest rate | 1.76% | |
Weighted average fair value | $ 3.68 |
Restructuring - (Narrative) (De
Restructuring - (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 33 | $ 282 | $ 116 | $ 1,275 |
2014 Plan [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 0 | 20 | ||
Cumulative restructuring charges | 5,959 | |||
2015 Plan [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 33 | $ 282 | 116 | $ 1,255 |
Cumulative restructuring charges | $ 2,500 |
Restructuring - (Schedule of Re
Restructuring - (Schedule of Restructuring and Related Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 33 | $ 282 | $ 116 | $ 1,275 |
2014 Plan [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 0 | 20 | ||
2015 Plan [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Reserve, Beginning Balance | 96 | |||
Restructuring charges | 33 | $ 282 | 116 | $ 1,255 |
Cash payments | (132) | |||
Restructuring Reserve, Ending Balance | $ 80 | 80 | ||
Other Restructuring [Member] | 2015 Plan [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 116 |
Commitments And Contingencies (
Commitments And Contingencies (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Agreement Termination [Line Items] | ||||
Total rent expense | $ 214 | $ 204 | $ 611 | $ 826 |
Arbitration award | 1,967 | |||
PIEPS VECTOR Avalanche Transceivers [Member] | ||||
Business Agreement Termination [Line Items] | ||||
Arbitration award | $ 1,967 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Income Taxes [Abstract] | |||||
Discrete charge for an uncertain tax position | $ 0 | $ 520 | $ 20 | $ 953 | |
Discrete charge associated with disproportionate tax effect | $ 109 | 344 | |||
Payments on tax audit liability | $ 939 | ||||
Foreign statutory tax rate, foreign operations | 25.00% | 25.00% | |||
Gross deferred tax asset | $ 75,416 | ||||
Valuation allowance | 67,662 | ||||
Net deferred tax asset | 7,754 | ||||
Deferred tax liabilities, gross | 16,720 | ||||
Foreign Earnings Repatriated | $ 10,800 | ||||
Discrete expense related to alternative minimum tax | 211 | ||||
Discrete expense related to tax amortization of indefinite lived intangibles and goodwill | 101 | ||||
Increase to the deferred tax liabilities | $ 101 | ||||
Net operating loss carryforwards for U.S. federal income tax purposes | 172,419 | ||||
Tax windfall | 270 | ||||
Research and experimentation credit carryforwards | 3,407 | ||||
Alternative minimum tax credit carryforwards | $ 315 | ||||
AMT percentage | 20.00% | ||||
Maximum percentage of income offset by available NOLs | 90.00% | ||||
Net operating loss carryforwards, net of limitations | $ 172,149 |
Income Taxes (Summary Of Tax Cr
Income Taxes (Summary Of Tax Credit Carryforwards) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Tax Credit Carryforward [Line Items] | |
Total net operating loss amount | $ 172,419 |
Tax windfall | (270) |
After limitations | 172,149 |
Operating loss carryforward expiration year 2021 | |
Tax Credit Carryforward [Line Items] | |
Net operating loss amount | 32,408 |
Operating loss carryforward expiration year 2022 | |
Tax Credit Carryforward [Line Items] | |
Net operating loss amount | 115,000 |
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 | $ 15,733 |
Segment Information (1) (Detail
Segment Information (1) (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017USD ($)segment | Aug. 21, 2017USD ($) | Dec. 31, 2016USD ($) | |
Number of segments | segment | 2 | ||
Preliminary assets | $ 215,793 | $ 210,457 | |
Sierra [Member] | |||
Preliminary assets | $ 80,566 |
Segment Information (Financial
Segment Information (Financial Information for Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Sales to external customers | $ 45,774 | $ 39,441 | $ 118,010 | $ 106,790 |
Operating income (expense) | (1,049) | 571 | (5,189) | (5,253) |
Restructuring charges | (33) | (282) | (116) | (1,275) |
Transaction costs | (1,869) | (1,869) | (269) | |
Corporate and other expenses | (1,435) | (546) | (4,283) | (2,658) |
Interest income (expense), net | (71) | (719) | (948) | (2,142) |
Income (loss) before income tax | (907) | 274 | (5,702) | (6,569) |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (expense) | 2,501 | 1,821 | 1,514 | (225) |
Black Diamond [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to external customers | 42,242 | 39,441 | 114,478 | 106,790 |
Black Diamond [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (expense) | 2,085 | $ 1,821 | 1,098 | $ (225) |
Sierra [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to external customers | 3,532 | 3,532 | ||
Sierra [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (expense) | $ 416 | $ 416 |
Segment Information (Depreciati
Segment Information (Depreciation and Amortization by Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Depreciation | $ 725 | $ 529 | $ 1,830 | $ 1,705 |
Amortization | 648 | 269 | 1,183 | 808 |
Black Diamond [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation | 569 | 529 | 1,674 | 1,705 |
Amortization | 273 | $ 269 | 808 | $ 808 |
Sierra [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation | 156 | 156 | ||
Amortization | $ 375 | $ 375 |
Related Party Transactions - (N
Related Party Transactions - (Narrative) (Details) - USD ($) $ in Thousands | Aug. 21, 2017 | May 28, 2010 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Jun. 24, 2013 | May 29, 2012 |
Related Party Transactions [Line Items] | |||||||||
Subordinated Debt | $ 22,610 | ||||||||
5% Unsecured Subordinated Notes | 22,610 | ||||||||
Subordinated debt interest rate | 5.00% | ||||||||
Debt Instrument, Unamortized Discount | $ 814 | $ 814 | |||||||
Transaction costs | $ 1,869 | $ 1,869 | $ 269 | ||||||
Subordinated Debt [Member] | |||||||||
Related Party Transactions [Line Items] | |||||||||
Subordinated debt effective interest rate | 14.00% | ||||||||
Kanders & Company [Member] | |||||||||
Related Party Transactions [Line Items] | |||||||||
Transaction costs | $ 1,000 | ||||||||
Kanders GMP Holdings, LLC [Member] | |||||||||
Related Party Transactions [Line Items] | |||||||||
Subordinated Debt | $ 14,517 | $ 365 | |||||||
Interest paid on transferred subordinated note | 0 | 89 | |||||||
Interest paid on Gregory employees subordinated notes | 0 | 2 | |||||||
5% Unsecured Subordinated Notes | 14,517 | 365 | |||||||
Discounted subordinated notes | 8,640 | ||||||||
Schiller Gregory Investment Company, LLC [Member] | |||||||||
Related Party Transactions [Line Items] | |||||||||
Subordinated Debt | 7,539 | 189 | |||||||
Interest paid on Gregory employees subordinated notes | 0 | 1 | |||||||
5% Unsecured Subordinated Notes | 7,539 | $ 189 | |||||||
Discounted subordinated notes | 4,487 | ||||||||
Former Employees [Member] | |||||||||
Related Party Transactions [Line Items] | |||||||||
Subordinated Debt | 554 | ||||||||
5% Unsecured Subordinated Notes | 554 | ||||||||
Discounted subordinated notes | $ 316 | ||||||||
Robert R. Schiller 2013 Cornerstone Trust and the Deborah Schiller 2005 Revocable Trust [Member] | |||||||||
Related Party Transactions [Line Items] | |||||||||
Interest paid on transferred subordinated note | $ 0 | $ 46 | |||||||
Robert R. Schiller 2013 Cornerstone Trust [Member] | |||||||||
Related Party Transactions [Line Items] | |||||||||
Subordinated Debt | $ 3,769 | ||||||||
5% Unsecured Subordinated Notes | $ 3,769 |