Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 01, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 | |
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 | 29,634,028 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 2,571 | $ 1,856 |
Accounts receivable, less allowance for doubtful accounts of $451 and $382, respectively | 32,461 | 35,817 |
Inventories | 61,157 | 58,138 |
Prepaid and other current assets | 4,676 | 3,633 |
Income tax receivable | 43 | |
Total current assets | 100,908 | 99,444 |
Property and equipment, net | 23,703 | 24,345 |
Definite lived intangible assets, net | 21,232 | 23,238 |
Indefinite lived intangible assets | 41,751 | 41,843 |
Goodwill | 18,090 | 17,745 |
Other long-term assets | 1,572 | 834 |
Total assets | 207,256 | 207,449 |
Current liabilities | ||
Accounts payable and accrued liabilities | 22,908 | 19,456 |
Income tax payable | 164 | 328 |
Current portion of long-term debt | 40 | |
Total current liabilities | 23,112 | 19,784 |
Long-term debt | 16,064 | 20,842 |
Deferred income taxes | 4,011 | 3,666 |
Other long-term liabilities | 101 | 175 |
Total liabilities | 43,288 | 44,467 |
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 32,917 issued and 30,041 and 30,041 outstanding, respectively | 3 | 3 |
Additional paid in capital | 486,440 | 485,285 |
Accumulated deficit | (310,764) | (310,390) |
Treasury stock, at cost | (12,632) | (12,415) |
Accumulated other comprehensive income (loss) | 921 | 499 |
Total stockholders' equity | 163,968 | 162,982 |
Total liabilities and stockholders' equity | $ 207,256 | $ 207,449 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Consolidated Balance Sheets | ||
Accounts receivable,allowance for doubtful accounts | $ 451 | $ 382 |
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 | 32,917,000 |
Common stock, shares outstanding | 30,041,000 | 30,041,000 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Sales | ||||
Sales | $ 45,881 | $ 30,680 | $ 99,148 | $ 72,236 |
Cost of goods sold | 30,021 | 21,642 | 65,461 | 50,898 |
Gross profit | 15,860 | 9,038 | 33,687 | 21,338 |
Operating expenses | ||||
Selling, general and administrative | 15,791 | 12,860 | 32,919 | 25,395 |
Restructuring charge | 24 | 42 | 64 | 83 |
Transaction costs | 168 | 333 | ||
Total operating expenses | 15,983 | 12,902 | 33,316 | 25,478 |
Operating income (loss) | (123) | (3,864) | 371 | (4,140) |
Other income (expense) | ||||
Interest income (expense), net | (463) | 106 | (717) | (877) |
Other, net | (192) | 208 | (71) | 222 |
Total other income (expense), net | (655) | 314 | (788) | (655) |
Income (loss) before income tax | (778) | (3,550) | (417) | (4,795) |
Income tax (benefit) expense | (1) | 104 | (43) | 314 |
Net income (loss) | (777) | (3,654) | (374) | (5,109) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustment | (1,117) | 1,357 | (492) | 1,621 |
Unrealized income (loss) on hedging activities | 825 | (1,051) | 914 | (1,378) |
Other comprehensive income (loss) | (292) | 306 | 422 | 243 |
Comprehensive income (loss) | $ (1,069) | $ (3,348) | $ 48 | $ (4,866) |
Net income (loss) per share: | ||||
Basic | $ (0.03) | $ (0.12) | $ (0.01) | $ (0.17) |
Diluted | $ (0.03) | $ (0.12) | $ (0.01) | $ (0.17) |
Weighted average shares outstanding: | ||||
Basic | 30,041 | 30,013 | 30,041 | 30,014 |
Diluted | 30,041 | 30,013 | 30,041 | 30,014 |
Domestic Sales [Member] | ||||
Sales | ||||
Sales | $ 27,845 | $ 16,996 | $ 53,499 | $ 38,333 |
International Sales [Member] | ||||
Sales | ||||
Sales | $ 18,036 | $ 13,684 | $ 45,649 | $ 33,903 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ (374) | $ (5,109) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation of property and equipment | 2,208 | 1,105 |
Amortization of intangible assets | 1,937 | 535 |
Accretion of notes payable | 833 | |
Amortization of debt issuance costs | 307 | |
(Gain) loss on disposition of assets | (2) | 70 |
(Gain) loss from removal of accumulated translation adjustment | 41 | (81) |
Stock-based compensation | 1,155 | 342 |
Deferred income taxes | (92) | 178 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,221 | 1,058 |
Inventories | (3,468) | (8,143) |
Prepaid and other assets | 275 | (30) |
Accounts payable and accrued liabilities | 2,903 | 2,754 |
Income taxes | (196) | (758) |
Other | (373) | |
Net cash provided by (used in) operating activities | 7,915 | (7,619) |
Cash Flows From Investing Activities: | ||
Purchase of businesses, net of cash received | (345) | |
Proceeds from disposition of property and equipment | 2 | 52 |
Purchase of property and equipment | (1,518) | (1,148) |
Net cash provided by (used in) investing activities | (1,861) | (1,096) |
Cash Flows From Financing Activities: | ||
Proceeds from revolving credit facilities | 54,392 | |
Repayments on revolving credit facilities | (59,234) | |
Repayments of long-term debt and capital leases | (19) | (22,716) |
Payment of debt issuance costs | (494) | |
Purchase of treasury stock | (22) | (17) |
Net cash provided by (used in) financing activities | (5,377) | (22,733) |
Effect of foreign exchange rates on cash | 38 | 143 |
Change in cash | 715 | (31,305) |
Cash, beginning of period | 1,856 | 94,738 |
Cash, end of period | 2,571 | 63,433 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid (received) for income taxes | 246 | 890 |
Cash paid for interest | 526 | 229 |
Supplemental Disclosures of Non-Cash Investing and Financing Activities: | ||
Property and equipment purchased with accounts payable | 98 | $ 84 |
Property and equipment acquired through a capital lease | 123 | |
Unpaid debt issuance costs | 500 | |
Unpaid treasury stock acquisition costs | $ 195 |
Nature Of Operations And Summar
Nature Of Operations And Summary Of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Nature Of Operations And Summary Of Significant Accounting Policies [Abstract] | |
Nature Of Operations And Summary Of Significant Accounting Policies | NOT E 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed consolidated financial statements of Clarus Corporation and subsidiaries (which may be referred to as the “Company,” “Clarus,” “we,” “us” or “our”) as of June 30, 2018 and December 31, 2017 and for the three and six months ended June 30, 2018 and 2017, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments, except otherwise disclosed) necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included. The results of the three and six months ended June 30, 2018 are not necessarily indicative of the results to be obtained for the year ending December 31, 2018. 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, 2017, filed with the Securities and Exchange Commission (the “SEC”). Clarus, incorporated in Delaware in 1991, acquired Black Diamond Equipment, Ltd. (which may be referred to as “Black Diamond Equipment”) and Gregory Mountain Products, LLC (which may be referred to as “Gregory Mountain Products” or “Gregory”) in May 2010 and changed its name to Black Diamond, Inc. in January 2011. In July 2012, we acquired POC Sweden AB and its subsidiaries (collectively, “POC”) and in October 2012, we acquired PIEPS Holding GmbH and its subsidiaries (collectively, “PIEPS”). On July 23, 2014, the Company completed the sale of certain assets to Samsonite LLC comprising Gregory Mountain Products’ business. On October 7, 2015, the Company sold its equity interests in POC. On August 14, 2017, the Company changed its name from Black Diamond, Inc. to Clarus Corporation and its stock ticker symbol from “BDE” to “CLAR” on the NASDAQ stock exchange. On August 21, 2017, the Company acquired Sierra Bullets, L.L.C. (“Sierra”). On May 8, 2018, the Company announced a “modified Dutch auction” tender offer for Clarus’ common stock, as well as the preferred share purchase rights associated with such shares (collectively, the “Shares”). On July 11, 2018, the tender offer expired, following which the Company announced it would accept 417,237 Shares for purchase at a price of $8.00 per Share, for an aggregate cost of approximately $3,338 , excluding fees and expenses. Nature of Business Headquartered in Salt Lake City, Utah, Clarus, a company focused on the outdoor and consumer industries, is seeking opportunities to acquire and grow businesses that can generate attractive shareholder returns. The Company has substantial net operating tax loss carryforwards that it is seeking to redeploy to maximize shareholder value in a diverse array of businesses. Clarus’ primary business is as a leading developer, manufacturer and distributor of outdoor equipment and lifestyle products focused on the climb, ski, mountain, and sport 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. Through our Sierra brand, we manufacture a wide range of high performance bullets for both rifles and pistols that are used for precision target shooting, hunting and military and law enforcement purposes. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The more significant estimates relate to purchase price allocation, excess or obsolete inventory, and valuation of deferred tax assets. We base our estimates on historical experience and other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates. Significant Accounting Policies Revenue Recognition On January 1, 2018, the Company adopted new guidance on revenue from customers using the modified retrospective method applied to revenues that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under the new guidance, while prior period amounts are not adjusted and continue to be reported in accordance with Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition . There was no cumulative effect adjustment recorded to opening retained earnings as of January 1, 2018, upon adoption of ASC Topic 606, Revenue from Contracts with Customers . However, the new revenue standard provides new guidance that resulted in immaterial reclassifications between Prepaid and other current assets, Sales, Cost of goods sold, and Accounts payable and accrued liabilities associated with accounting for revenue with a right of return. The impact of the reclassifications to revenues and expenses for the three and six months ended June 30, 2018, was also immaterial as a result of applying ASC Topic 606. We do not expect an impact to our net income on an ongoing basis as a result of the adoption of the new standard. The Company recognizes revenue when a contract exists with a customer that specifies the goods and services to be provided at an agreed upon sales price and when the performance obligation is satisfied by transferring the goods or service to the customer. The performance obligation is considered complete when products are shipped or delivered to the customer depending on the terms of the contract. Sales are made on normal and customary short- term credit terms or upon delivery of point of sale transactions. The Company enters into contractual arrangement with customers in the form of individual customer orders which specify the goods, quantity, pricing, and associated order terms. The Company does not have long-term contracts that are satisfied over time. Due to the nature of the contracts, no significant judgment exists in relation to the identification of the customer contract, satisfaction of the performance obligation, or transaction price. The Company expenses incremental costs of obtaining a contract due to the short term nature of the contracts. The Company’s contract terms or historical business practices can give rise to variable consideration such as term discounts and customer cooperative payments. We estimate the expected term discounts based on an analysis of historical experience and record cash discounts as a reduction to revenue. Through cooperative advertising programs, the Company reimburses its wholesale customers for some of their costs of advertising the Company’s products. The Company records such costs as a reduction of revenue, where the fair value cannot be reasonably estimated or where costs exceed the fair value of the services. At the time of revenue recognition, we also provide for estimated sales returns and miscellaneous claims from customers as reductions to revenues. The estimates are based on historical rates of product returns and claims. The Company accrues for such estimated returns and claims with an estimated accrual and associated reduction of revenue. Additionally, the Company records inventory that it expects to be returned as an other current asset, with a corresponding reduction of cost of goods sold. Such balances as of June 30, 2018 and January 1, 2018 are immaterial. The Company also offers assurance-type warranties relating to its products sold to end customers that are accounted for under ASC Topic 460, Guarantees . Charges for shipping and handling fees billed to customers are included in net sales and the corresponding shipping and handling expenses are included in Cost of goods sold in the accompanying consolidated statements of comprehensive income (loss). Sales commissions are expensed as incurred. These costs are recorded in Selling, general and administrative. Taxes collected from customers and remitted to government authorities are reported on the net basis and are excluded from sales. The Company has a wide variety of technical outdoor equipment and lifestyle products focused on the climb, ski, mountain, and sport categories that are sold to a variety of customers in multiple end markets. While there are multiple products sold, the nature of products are similar in terms of the nature of the revenue recognition policies. See Note 15 - Segment Information , for disaggregated revenue by segment. Contract liabilities are recorded as a component of accounts payable and accrued liabilities when customers remit contractual cash payments in advance of us satisfying performance obligations which are satisfied at a future point of time. Contract liabilities totaled $57 and $360 at June 30, 2018 and January 1, 2018, respectively. Contract liabilities are derecognized when the performance obligation is satisfied. Revenue recognized from satisfaction of performance obligations relating to the advanced payments during the three and six months ended June 30, 2018 totaled $85 and $376 , respectively. The accounts receivable trade balance related to customers totaled $32,823 , less allowance of $451 , and $35,940 , less allowance of $382 , as of June 30, 2018 and January 1, 2018, respectively. Accounting Pronouncements adopted during 2018 In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. The amendments in this update are required to be applied using a retrospective transition method to each period presented. Accordingly, the Company adopted this ASU on January 1, 2018 and determined that the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures. 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. This ASU is effective for annual and interim reporting periods beginning after December 15, 2017 with early adoption permitted. Accordingly, the Company adopted this ASU on January 1, 2018 and determined that the adoption of this guidance did not impact the Company’s consolidated financial statements and related disclosures. 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. The amendments in this update are applied using a prospective transition method. Accordingly, the Company adopted this ASU on January 1, 2018 and determined that the adoption of this guidance did not impact the Company’s consolidated financial statements and related disclosures. In March 2018, the FASB issued ASU 2018-5 Income Tax (Topic 740) Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 which adds various paragraphs pursuant to the issuance of SEC Staff Accounting Bulletin No. 118 (“SAB 118”). This guidance provides for the application of ASC Topic 740, Income Taxes, in the reporting period in which the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law and establishes a measurement period that should not extend beyond one year from the Tax Act enactment date (December 22, 2017) to obtain the appropriate documentation and complete the accounting under ASC Topic 740 for certain income tax effects of the Tax Act which were incomplete at December 31, 2017. This ASU became effective when issued in March 2018. The Company believes that all material adjustments have been identified and recorded relating to the Tax Act in 2017. Accordingly, the Company believes that adoption of this guidance will not have a material impact on the Company’s consolidated financial statements and related disclosures. Accounting Pronouncements Not Yet Adopted 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. The Company currently maintains two 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 (i.e. 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 have been negotiated to expire after the adoption date. Consequently, for the 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 should approximate $2,400 . 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 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, and we intend to adopt the new guidance in the first quarter of 2019. The Company is still evaluating the impact of the adoption and implementation of this standard on its consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income which allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act . However, because the amendments only relate to the reclassification of the income tax effects of the Tax Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. This ASU is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period . We intend to adopt the new guidance in the first quarter of 2019. The Company does not believe the adoption and implementation of this standard will have a significant impact on its consolidation financial statements. |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2018 | |
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, 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, BHH Management, Inc., a California corporation (“BHH”), Lumber Management, Inc., a Delaware corporation (“LMI” and, together with BHH, the “Sellers”), and BHH, in its capacity as the representative of Sellers. Under the terms of the Purchase Agreement, Everest/Sapphire acquired Sierra for an aggregate purchase price of $79,000 , plus or minus a working capital adjustment, in accordance with and subject to the terms and conditions set forth in the Purchase Agreement. During the three months ended June 30, 2018, the Company finalized the working capital adjustment and adjusted the recorded purchase consideration and goodwill by $345 . Pro Forma Results The following unaudited pro forma results of operations for the three and six months ended June 30, 2017 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 Six Months Ended June 30, 2017 June 30, 2017 Sales $ 38,977 $ 90,014 Net loss $ (2,222) $ (1,411) Net loss per share - basic $ (0.07) $ (0.05) Net loss per share - diluted $ (0.07) $ (0.05) 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. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2018 | |
Inventories [Abstract] | |
Inventories | NOTE 3. INVENTORIES Inventories, as of June 30, 2018 and December 31, 2017, were as follows: June 30, 2018 December 31, 2017 Finished goods $ 46,736 $ 46,729 Work-in-process 6,245 5,194 Raw materials and supplies 8,176 6,215 $ 61,157 $ 58,138 |
Property And Equipment
Property And Equipment | 6 Months Ended |
Jun. 30, 2018 | |
Property And Equipment [Abstract] | |
Property And Equipment | NOTE 4. PROPERTY AND EQUIPMENT Property and equipment, net as of June 30, 2018 and December 31, 2017, were as follows: June 30, 2018 December 31, 2017 Land $ 3,160 $ 3,160 Building and improvements 6,805 6,800 Furniture and fixtures 4,284 3,822 Computer hardware and software 5,095 4,897 Machinery and equipment 20,610 19,764 Construction in progress 731 721 40,685 39,164 Less accumulated depreciation (16,982) (14,819) $ 23,703 $ 24,345 |
Goodwill And Other Intangible A
Goodwill And Other Intangible Assets | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill And Other Intangible Assets [Abstract] | |
Goodwill And Other Intangible Assets | NOTE 5 . OTHER INTANGIBLE ASSETS Goodwill There was an increase in goodwill during the six months ended June 30, 2018 from $17,745 to $18,090, due to the finalization of the working capital adjustment related to the Sierra purchase. The following table summarizes the changes in goodwill by segment: Black Diamond Sierra Total Balance at December 31, 2017 $ - $ 17,745 $ 17,745 Increase due to working capital adjustment - 345 345 Balance at June 30, 2018 $ - $ 18,090 $ 18,090 Indefinite Lived Intangible Assets The Company’s indefinite lived intangible assets consist of certain tradenames and trademarks that provide Black Diamond Equipment , PIEPS and Sierra with the exclusive and perpetual rights to manufacture and sell their respective products. Tradenames and trademarks are not amortized, but reviewed annually for impairment or upon the existence of a triggering event. There was a de crease in trad enames and trademarks during the six months ended June 30, 201 8 due to the impact of foreign currency exchange rates. The following table summarizes the changes in indefinite lived intangible assets: Balance at December 31, 2017 $ 41,843 Impact of foreign currency exchange rates (92) Balance at June 30, 2018 $ 41,751 Other Intangible Assets, net The Company’s other intangible assets , such as certain customer lists and relationships, product technologies, tradenames, trademarks and core technologies, are amortizable over their estimated useful lives. There w as a de crease in gr oss other intangible assets subject to amortization during the six months ended June 30, 201 8 due to the impact of foreign currency exchange rates. The following table summarizes the changes in gross other intangible assets: Gross balance at December 31, 2017 $ 33,062 Impact of foreign currency exchange rates (133) Gross balance at June 30, 2018 $ 32,929 Other intangible assets, net of amortization as of June 30, 201 8 and December 31, 201 7 , were as follows: June 30, 2018 December 31, 2017 Customer lists and relationships $ 26,092 $ 26,166 Product technologies 4,790 4,849 Tradename / trademark 1,100 1,100 Core technologies 947 947 32,929 33,062 Less accumulated amortization (11,697) (9,824) $ 21,232 $ 23,238 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2018 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | NOTE 6. LONG-TERM DEBT Long-term debt as of June 30, 2018 and December 31, 2017, was as follows: June 30, 2018 December 31, 2017 Revolving credit facility (a) $ 16,000 $ 20,842 Capital lease 104 - 16,104 20,842 Less current portion (40) - $ 16,064 $ 20,842 (a) As of June 30, 2018, the Company had drawn $ 16,000 on amounts available under the Credit Agreement (as defined below). On June 27, 2018, the Company, Black Diamond Equipment, Black Diamond Retail, Inc., Sierra (collectively with the Company, the “Borrowers”) and the other loan parties party thereto (together with the Borrowers, the “Loan Parties”) entered into an asset based revolving Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto. Each of the Loan Parties, other than the Company, is a direct or indirect subsidiary of the Company. The Credit Agreement provides for a revolving commitment of $75,000 (including up to $5,000 for letters of credit) and matures on June 27, 2022. The Credit Agreement also permits the Borrowers, subject to certain requirements, to arrange with lenders for up to $75,000 of additional revolving commitments (which are currently uncommitted), for a potential aggregate revolving commitment of up to $150,000 . The amount of the revolving commitment available for borrowing at any given time is subject to a borrowing base formula that is based upon the Company’s accounts receivable, inventory and intellectual property. The obligations of each Loan Party under the Credit Agreement are unconditionally guaranteed by each other Loan Party. All obligations under the Credit Agreement, and the guarantees of those obligations (as well as banking services obligations and certain swap agreements), are secured by the accounts receivable, inventory, intellectual property and certain other assets of the Loan Parties pursuant to the Pledge and Security Agreement, dated June 27, 2018, by and among the Loan Parties and JPMorgan Chase Bank, N.A., as administrative agent. The Borrowers may elect to have the revolving loans under the Credit Agreement bear interest at either (a) in the case of “CBFR” borrowings, a rate generally equal to the London Interbank Offered Rate (“LIBOR”) for an interest period of one month, subject to a 0.00% floor, or (b) in the case of “Eurodollar” borrowings, a rate generally equal to an adjusted LIBOR for the interest period relevant to such borrowing, subject to a 0.00% floor, plus, in each such case, an applicable rate generally ranging from 1.50% to 2.20% per annum. The applicable rate was initially 1.50% per annum, however, it may be adjusted from time to time primarily based upon the achievement of a specified fixed charge coverage ratio, and also based upon the type of assets that generate availability under the borrowing base formula. The Credit Agreement also requires the Borrowers to pay a commitment fee on the unused portion of the revolving commitment. Such commitment fee will range between 0.25% and 0.375% per annum, based upon the average percentage of the revolving commitment that is used in each month of the fiscal year. The Credit Agreement contains customary affirmative and negative covenants, including limitations on the ability of the Company and its subsidiaries to perform the following, subject to certain customary exceptions, qualifications and “baskets”: (i) incur additional debt; (ii) create liens; (iii) engage in mergers, consolidations, liquidations or dissolutions other than in certain permitted instances as described in the Credit Agreement; (iv) substantially change the business conducted by the Company and its subsidiaries (v) make certain investments, loans, advances, guarantees and acquisitions other than in certain permitted instances as described in the Credit Agreement; (vi) sell assets; (vii) pay dividends or make distributions or other restricted payments if certain conditions in the Credit Agreement are not fulfilled; (viii) prepay other indebtedness; (ix) engage in certain transactions with affiliates; (x) enter into agreements that restrict dividends from subsidiaries or the ability of subsidiaries to grant liens upon their assets; (xi) amend certain charter documents and material agreements governing subordinated indebtedness; and (xii) sell, assign, transfer, encumber or license certain intellectual property without the prior written consent of the administrative agent. On June 27, 2018, concurrent with entering into the Credit Agreement, the Company terminated its revolving credit agreement (the “Terminated Credit Agreement”) and promissory note (the “Terminated Promissory Note”) with ZB, N.A. dba Zions First National Bank. The Terminated Credit Agreement provided a $40,000 revolving credit facility pursuant to the Terminated Promissory Note. The Company satisfied in full the outstanding balance of $16,199 as of June 27, 2018 through borrowings on the Credit Agreement. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Financial Instruments [Abstract] | |
Derivative Financial Instruments | NOTE 7. 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 June 30, 2018, the Company’s derivative contracts had remaining maturities of approximately 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. At June 30, 2018, there was no such exposure to the counterparty. The Company’s exposure of counterparty credit risk is limited to the aggregate unrealized gain of $680 on all contracts at June 30, 2018. 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 June 30, 2018 and December 31, 2017: June 30, 2018 Notional Latest Amount Maturity Foreign exchange contracts - Canadian Dollars $10,535 August 2019 Foreign exchange contracts - British Pounds £266 September 2018 Foreign exchange contracts - Euros € 11,693 August 2019 December 31, 2017 Notional Latest Amount Maturity Foreign exchange contracts - Norwegian Kroner NOK 2,629 February 2018 Foreign exchange contracts - Canadian Dollars $9,538 February 2019 Foreign exchange contracts - British Pounds £1,737 February 2019 Foreign exchange contracts - Euros € 15,928 February 2019 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 income and reclassified to sales in the period the underlying hedged transaction is recognized in earnings. Gains (losses) of $ (5) and $ 90 were reclassified to sales during the three months ended June 30, 2018 and 2017, respectively, and $(330) and $386 were reclassified to sales during the six months ended June 30, 2018 and 2017, respectively. The Company held the following contracts not designated as hedged instruments as of June 30, 2018. There were no derivative contracts not designated as hedged instruments as of December 31, 2017. June 30, 2018 Notional Latest Amount Maturity Foreign exchange contracts - British Pounds £465 February 2019 The following table presents the balance sheet classification and fair value of derivative instruments as of June 30, 2018 and December 31, 2017: Classification June 30, 2018 December 31, 2017 Derivative instruments in asset positions: Forward exchange contracts Prepaid and other current assets $ 634 $ 40 Forward exchange contracts Other long-term assets $ 56 $ 6 Derivative instruments in liability positions: Forward exchange contracts Accounts payable and accrued liabilities $ 10 $ 919 Forward exchange contracts Other long-term liabilities $ - $ 74 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 6 Months Ended |
Jun. 30, 2018 | |
Accumulated Other Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive Income | NOTE 8. ACCUMULATED OTHER COMPREHENSIVE INCOME Accumulated other comprehensive income (“AOCI”) primarily consists of foreign currency translation adjustments and changes in our forward foreign exchange contracts. The components of AOCI, net of tax, were as follows: Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Cash Flow Hedges Total Balance as of December 31, 2017 $ 905 $ (406) $ 499 Other comprehensive income (loss) before reclassifications (533) 893 360 Amounts reclassified from other comprehensive income (loss) 41 21 62 Net current period other comprehensive income (492) 914 422 Balance as of June 30, 2018 $ 413 $ 508 $ 921 The effects on net income of amounts reclassified from unrealized gains (losses) on cash flow hedges for foreign exchange contracts and foreign currency translation adjustments for the three and six months ended June 30, 2018, were as follows: Gains (losses) reclassified from AOCI to the Condensed Consolidated Statements of Comprehensive Income (Loss) Affected line item in the Condensed Consolidated Statements of Comprehensive Income (Loss) For the Three Months Ended June 30, 2018 For the Six Months Ended June 30, 2018 Foreign exchange contracts: Sales $ (5) $ (330) Less: Income tax expense (250) (309) Amount reclassified, net of tax $ 245 (21) Foreign currency translation adjustments: Other, net $ (172) (41) Total reclassifications from AOCI $ 73 $ (62) 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 | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Of Measurements [Abstract] | |
Fair Value Of Measurements | NOTE 9. FAIR VALUE MEASUREMENTS We measure certain financial assets and liabilities at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, under a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows: Level 1 - inputs to the valuation methodology are quoted market prices for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 3 - inputs to the valuation methodology are based on prices or valuation techniques that are unobservable. Assets and liabilities measured at fair value on a recurring basis at June 30, 2018 and December 31, 2017 were as follows: June 30, 2018 Level 1 Level 2 Level 3 Total Assets Forward exchange contracts $ - $ 690 $ - $ 690 $ - $ 690 $ - $ 690 Liabilities Forward exchange contracts $ - $ 10 $ - $ 10 $ - $ 10 $ - $ 10 December 31, 2017 Level 1 Level 2 Level 3 Total Assets Forward exchange contracts $ - $ 46 $ - $ 46 $ - $ 46 $ - $ 46 Liabilities Forward exchange contracts $ - $ 993 $ - $ 993 $ - $ 993 $ - $ 993 Derivative financial instruments are recorded at fair value based on current market pricing models. No nonrecurring fair value measurements existed at June 30, 2018 and December 31, 2017. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 10. 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 to the loss from continuing operations. The following table is a reconciliation of basic and diluted shares of common stock outstanding used in the calculation of earnings (loss) per share: Three Months Ended Six Months Ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 Weighted average shares outstanding - basic 30,041 30,013 30,041 30,014 Effect of dilutive stock awards - - - - Weighted average shares outstanding - diluted 30,041 30,013 30,041 30,014 Net loss per share: Basic $ (0.03) $ (0.12) $ (0.01) $ (0.17) Diluted (0.03) (0.12) (0.01) (0.17) For the three months ended June 30, 2018 and 2017, equity awards of 4,509 and 2,730 , respectively, and for the six months ended June 30, 2018 and 2017, equity awards of 3,943 and 2,772 , respectively, were outstanding and anti-dilutive and therefore not included in the calculation of earnings (loss) per share for these periods. |
Stock-Based Compensation Plan
Stock-Based Compensation Plan | 6 Months Ended |
Jun. 30, 2018 | |
Stock-Based Compensation Plan [Abstract] | |
Stock-Based Compensation Plan | NOTE 11. 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 six months ended June 30, 2018, the Company issued stock options for an aggregate of 1,538 shares under the 2015 Plan to directors and employees of the Company. The 1,500 options issued vest in five equal tranches on December 31, 2018, 2019, 2020, 2021 and 2022. The remaining options vest in four equal consecutive quarterly tranches from the date of grant. For computing the fair value of the stock-based awards, the fair value of each option grant has been estimated as of the date of grant using the Black-Scholes option-pricing model with the following assumptions: Options Granted During the Six Months Ended June 30, 2018 Number of options 1,538 Option vesting period 1 - 5 Years Grant price $6.80 - $7.35 Dividend yield 0.00% Expected volatility (a) 41.2% - 42.5% Risk-free interest rate 2.65% - 2.79% Expected life (years) (b) 5.00 - 6.50 Weighted average fair value $2.77 - $3.09 (a) Expected volatility is based upon the Company’s historical volatility. (b) The expected term was determined based upon the underlying terms of the awards and the category and employment history of employee award recipient. Using these assumptions, the fair value of the stock options granted during the six months ended June 30, 2018 was $4,595 , which will be recognized over the vesting period of the options. 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 June 30, 2018 and 2017 was $656 and $309 , respectively, and for the six months ended June 30, 2018 and 2017 was $1,155 and $342 , respectively. For the three and six months ended June 30, 2018 and 2017, the majority of stock-based compensation costs were classified as selling, general and administrative expenses. As of June 30, 2018, there were 1,876 unvested stock options and unrecognized compensation cost of $ 4,949 related to unvested stock options, as well as 850 unvested restricted stock awards and unrecognized compensation costs of $826 related to unvested restricted stock awards. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring [Abstract] | |
Restructuring | NOTE 12. RESTRUCTURING In 2015, the Company initiated restructuring activities in an effort to further realign resources within the organization (“2015 Restructuring Plan”); the Company currently anticipates completing the plan in 2018. During the three months ended June 30, 2018 and 2017, we incurred restructuring charges of $24 and $42 , respectively, related to the 2015 Restructuring Plan. During the six months ended June 30, 2018 and 2017, we incurred restructuring charges of $64 and $83 , respectively, related to the 2015 Restructuring Plan. We incurred $2,608 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 2018. 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, 2017 $ 93 Charges to expense: Other costs 64 Total restructuring charges 64 Cash payments and non-cash charges: Cash payments (63) Balance at June 30, 2018 $ 94 As of June 30, 2018, termination costs and restructuring costs remained in accrued liabilities and are expected to be paid during the remainder of 2018. |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | NOTE 13. 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. 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 June 30, 2018 and 2017 was $194 and $194 , respectively, and for the six months ended June 30, 2018 and 2017 was $421 and $397 , respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Taxes [Abstract] | |
Income Taxes | NOTE 14. INCOME TAXES On December 22, 2017, the U.S. government enacted the Tax Act. The Tax Act made broad and complex changes to existing U.S. tax laws that impact the Company. Most notably, the Tax Act reduced the U.S. federal corporate tax rate from 35 percent to 21 percent effective January 1, 2018. The Tax Act also provides for a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries (“Repatriation Tax”) and the acceleration of depreciation for certain assets placed in service after September 27, 2017. The Tax Act also establishes prospective changes beginning in 2018 including the move to a modified territorial system, the repeal of the domestic production activity deduction, limitations on the deductibility of certain executive compensation, and other new international tax provisions. For tax years beginning after December 31, 2017, net operating losses generated will have an indefinite carry forward period but will only be able to offset 80% of taxable income each year. Lastly, as a result of the Tax Act, the corporate alternative minimum tax ("AMT") was repealed. Taxpayers with AMT credit carryovers in excess of their regular tax liability may have the credits refunded over multiple years from 2018 to 2022. However, AMT transactions, including refunds, are subject to sequestration by the Office of Management and Budget. The Company’s foreign operations that are considered to be permanently reinvested have a statutory tax rate of 25% . The Company recognized the income tax effects of the Tax Act in its 2017 financial statements in accordance with SAB 118, which provides guidance for the application of ASC Topic 740, Income Taxes, in the reporting period in which the Tax Act was signed into law. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC Topic 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC Topic 740 is complete. To the extent a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. The first provisional matter recorded in 2017 relates to the Repatriation Tax and a dividend paid by the Company’s wholly owned subsidiary, Ember Scandinavia AB (“Ember”), to Clarus. Under the Repatriation Tax, all activity should be added back to the accumulated earnings and profits of specified foreign corporations (“SFC”) in order to calculate the Repatriation Tax. However, the dividend from Ember created a de facto liquidation. The guidance is unclear as to whether a liquidating dividend should be added back to accumulating earnings and profits, or if, due to the de facto liquidation, the company did not exist as of the date of measurement. The Company did not add the dividend back to the Repatriation Tax calculation, and had it done so, it would have resulted in a tax benefit of approximately $2,500 due to offsetting accumulated earnings and profits deficits of other SFCs. With additional guidance from the Internal Revenue Service, this position could change and impact the overall tax provision. As of June 30, 2018, no guidance has been issued by the Internal Revenue Service. The second provisional matter recorded in 2017 relates to the measurement of valuation allowance on net deferred tax assets that create future indefinite net operating losses, which can be realized through indefinite deferred tax liabilities and thus be considered as a source of future taxable income. In several states in which the Company operates, the states’ position is to conform to Federal tax legislation, however in practice no formal declaration is made by the states upon tax legislation changes. It is unclear at this time whether states have conformed to the Tax Act or adopted their own laws to address the federal changes. On a provisional basis, the Company released federal valuation allowance of $4,512 . If the Company had released the state valuation allowance, it would have resulted in an incremental tax benefit of approximately $400 . The Company took into consideration the various changes of the Tax Act when calculating the annual effective tax rate. The tax (benefit) expense includes a discrete benefit of $24 and discrete charge of $102 for the three months ended June 30, 2018 and 2017, respectively, and a discrete benefit of $52 and discrete charge of $235 for the six months ended June 30, 2018 and 2017, respectively, associated with a disproportionate tax effect released from AOCI. As of December 31, 2017, the Company’s gross deferred tax asset was $ 50,732 . The Company had recorded a valuation allowance of $45,811 , resulting in a net deferred tax asset of $ 4,921 , before deferred tax liabilities of $8,587 . The Company has provided a valuation allowance against a portion of the deferred tax assets as of December 31, 2017, 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, 2017, the Company had net operating loss, research and experimentation credit and alternative minimum tax credit carryforwards for U.S. federal income tax purposes of $ 156,598 , $ 3,452 and $ 0 , respectively. The Company believes its U.S. federal net operating loss (“NOL”) will substantially offset its future U.S. federal income taxes. The majority of the Company’s pre-tax income is currently earned and expected to be earned in the U.S., or taxed in the U.S. as Subpart F income and will be offset with the NOL. NOLs available to offset taxable income, subject to compliance with Section 382 of the Code, begin to expire based upon the following schedule: Net Operating Loss Carryforward Expiration Dates December 31, 2017 Expiration Dates December 31, Net Operating Loss Amount 2021 $ 21,026 2022 115,000 2023 5,712 2024 3,566 2025 and beyond 11,294 Total $ 156,598 |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2018 | |
Segment Information [Abstract] | |
Segment Information | NOTE 15. SEGMENT INFORMATION As a result of our August 21, 2017 acquisition of Sierra, we now operate our business structure within two segments. These segments are defined based on the internal financial reporting used by management. Certain significant selling and general and administrative expenses are not allocated to the segments including non-cash stock compensation expense. Each segment is described below: · The 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. The 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. · The Sierra segment, which consists of Sierra, is an iconic American manufacturer of 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 Six Months Ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 Sales to external customers: Black Diamond Domestic sales $ 20,323 $ 16,996 $ 39,594 $ 38,333 International sales 14,630 13,684 40,386 33,903 Total Black Diamond 34,953 30,680 79,980 72,236 Sierra Domestic sales 7,522 - 13,905 - International sales 3,406 - 5,263 - Total Sierra 10,928 - 19,168 - Total sales to external customers 45,881 30,680 99,148 72,236 Segment operating income (loss): Black Diamond (322) (2,006) $ 1,615 $ (986) Sierra 2,374 - 3,171 - Total segment operating income (loss) 2,052 (2,006) 4,786 (986) Restructuring charge (24) (42) (64) (83) Transaction costs (168) - (333) - Corporate and other expenses (2,175) (1,608) (4,089) (2,849) Interest expense, net (463) 106 (717) (877) Loss before income tax $ (778) $ (3,550) $ (417) $ (4,795) There were no intercompany sales between the Black Diamond and Sierra segments for the periods presented. Restructuring charges for the periods presented relate to the Black Diamond segment. Total assets by segment, as of June 30, 2018 and December 31, 2017, were as follows: June 30, 2018 December 31, 2017 Black Diamond $ 128,544 $ 127,202 Sierra 75,349 77,270 Corporate 3,363 2,977 $ 207,256 $ 207,449 Capital expenditures, depreciation and amortization by segment is as follows. Three Months Ended Six Months Ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 Capital expenditures: Black Diamond $ 558 $ 722 $ 1,216 $ 1,148 Sierra 107 - 302 - Total capital expenditures $ 665 $ 722 $ 1,518 $ 1,148 Depreciation: Black Diamond $ 633 $ 547 $ 1,220 $ 1,105 Sierra 502 - 988 - Total depreciation $ 1,135 $ 547 $ 2,208 $ 1,105 Amortization: Black Diamond $ 275 $ 269 $ 550 $ 535 Sierra 693 - 1,387 - Total amortization $ 968 $ 269 $ 1,937 $ 535 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 16. 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 5 % Unsecured Subordinated Notes due May 28, 2017 (the “Merger Consideration Subordinated Notes”) to members of the Board of Directors and five former employees of Gregory. Given the below market interest rate for comparably secured notes and the relative illiquidity of the Merger Consideration Subordinated Notes, we discounted the notes 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. 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, at which time, the note discount of $814 was expensed and recognized as interest expense during the three months ended March 31, 2017. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Event | NOTE 17. SUBSEQUENT EVENT On August 6, 2018 , the Company implemented a quarterly cash dividend of $0.025 per share on the Company’s common stock. The dividend will be paid on September 4, 2018 , to shareholders of record on the close of business on August 20, 2018 . |
Nature Of Operations And Summ23
Nature Of Operations And Summary Of Significant Accounting Policies (Policy) | 6 Months Ended |
Jun. 30, 2018 | |
Nature Of Operations And Summary Of Significant Accounting Policies [Abstract] | |
Basis Of Presentation And Organization | The accompanying unaudited condensed consolidated financial statements of Clarus Corporation and subsidiaries (which may be referred to as the “Company,” “Clarus,” “we,” “us” or “our”) as of June 30, 2018 and December 31, 2017 and for the three and six months ended June 30, 2018 and 2017, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments, except otherwise disclosed) necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included. The results of the three and six months ended June 30, 2018 are not necessarily indicative of the results to be obtained for the year ending December 31, 2018. 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, 2017, filed with the Securities and Exchange Commission (the “SEC”). Clarus, incorporated in Delaware in 1991, acquired Black Diamond Equipment, Ltd. (which may be referred to as “Black Diamond Equipment”) and Gregory Mountain Products, LLC (which may be referred to as “Gregory Mountain Products” or “Gregory”) in May 2010 and changed its name to Black Diamond, Inc. in January 2011. In July 2012, we acquired POC Sweden AB and its subsidiaries (collectively, “POC”) and in October 2012, we acquired PIEPS Holding GmbH and its subsidiaries (collectively, “PIEPS”). On July 23, 2014, the Company completed the sale of certain assets to Samsonite LLC comprising Gregory Mountain Products’ business. On October 7, 2015, the Company sold its equity interests in POC. On August 14, 2017, the Company changed its name from Black Diamond, Inc. to Clarus Corporation and its stock ticker symbol from “BDE” to “CLAR” on the NASDAQ stock exchange. On August 21, 2017, the Company acquired Sierra Bullets, L.L.C. (“Sierra”). On May 8, 2018, the Company announced a “modified Dutch auction” tender offer for Clarus’ common stock, as well as the preferred share purchase rights associated with such shares (collectively, the “Shares”). On July 11, 2018, the tender offer expired, following which the Company announced it would accept 417,237 Shares for purchase at a price of $8.00 per Share, for an aggregate cost of approximately $3,338 , excluding fees and expenses. |
Nature Of Business | Nature of Business Headquartered in Salt Lake City, Utah, Clarus, a company focused on the outdoor and consumer industries, is seeking opportunities to acquire and grow businesses that can generate attractive shareholder returns. The Company has substantial net operating tax loss carryforwards that it is seeking to redeploy to maximize shareholder value in a diverse array of businesses. Clarus’ primary business is as a leading developer, manufacturer and distributor of outdoor equipment and lifestyle products focused on the climb, ski, mountain, and sport 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. Through our Sierra brand, we manufacture a wide range of high performance bullets for both rifles and pistols that 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 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 purchase price allocation, excess or obsolete inventory, and valuation of deferred tax assets. We base our estimates on historical experience and other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates. |
Recent Accounting Pronouncements | Significant Accounting Policies Revenue Recognition On January 1, 2018, the Company adopted new guidance on revenue from customers using the modified retrospective method applied to revenues that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under the new guidance, while prior period amounts are not adjusted and continue to be reported in accordance with Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition . There was no cumulative effect adjustment recorded to opening retained earnings as of January 1, 2018, upon adoption of ASC Topic 606, Revenue from Contracts with Customers . However, the new revenue standard provides new guidance that resulted in immaterial reclassifications between Prepaid and other current assets, Sales, Cost of goods sold, and Accounts payable and accrued liabilities associated with accounting for revenue with a right of return. The impact of the reclassifications to revenues and expenses for the three and six months ended June 30, 2018, was also immaterial as a result of applying ASC Topic 606. We do not expect an impact to our net income on an ongoing basis as a result of the adoption of the new standard. The Company recognizes revenue when a contract exists with a customer that specifies the goods and services to be provided at an agreed upon sales price and when the performance obligation is satisfied by transferring the goods or service to the customer. The performance obligation is considered complete when products are shipped or delivered to the customer depending on the terms of the contract. Sales are made on normal and customary short- term credit terms or upon delivery of point of sale transactions. The Company enters into contractual arrangement with customers in the form of individual customer orders which specify the goods, quantity, pricing, and associated order terms. The Company does not have long-term contracts that are satisfied over time. Due to the nature of the contracts, no significant judgment exists in relation to the identification of the customer contract, satisfaction of the performance obligation, or transaction price. The Company expenses incremental costs of obtaining a contract due to the short term nature of the contracts. The Company’s contract terms or historical business practices can give rise to variable consideration such as term discounts and customer cooperative payments. We estimate the expected term discounts based on an analysis of historical experience and record cash discounts as a reduction to revenue. Through cooperative advertising programs, the Company reimburses its wholesale customers for some of their costs of advertising the Company’s products. The Company records such costs as a reduction of revenue, where the fair value cannot be reasonably estimated or where costs exceed the fair value of the services. At the time of revenue recognition, we also provide for estimated sales returns and miscellaneous claims from customers as reductions to revenues. The estimates are based on historical rates of product returns and claims. The Company accrues for such estimated returns and claims with an estimated accrual and associated reduction of revenue. Additionally, the Company records inventory that it expects to be returned as an other current asset, with a corresponding reduction of cost of goods sold. Such balances as of June 30, 2018 and January 1, 2018 are immaterial. The Company also offers assurance-type warranties relating to its products sold to end customers that are accounted for under ASC Topic 460, Guarantees . Charges for shipping and handling fees billed to customers are included in net sales and the corresponding shipping and handling expenses are included in Cost of goods sold in the accompanying consolidated statements of comprehensive income (loss). Sales commissions are expensed as incurred. These costs are recorded in Selling, general and administrative. Taxes collected from customers and remitted to government authorities are reported on the net basis and are excluded from sales. The Company has a wide variety of technical outdoor equipment and lifestyle products focused on the climb, ski, mountain, and sport categories that are sold to a variety of customers in multiple end markets. While there are multiple products sold, the nature of products are similar in terms of the nature of the revenue recognition policies. See Note 15 - Segment Information , for disaggregated revenue by segment. Contract liabilities are recorded as a component of accounts payable and accrued liabilities when customers remit contractual cash payments in advance of us satisfying performance obligations which are satisfied at a future point of time. Contract liabilities totaled $57 and $360 at June 30, 2018 and January 1, 2018, respectively. Contract liabilities are derecognized when the performance obligation is satisfied. Revenue recognized from satisfaction of performance obligations relating to the advanced payments during the three and six months ended June 30, 2018 totaled $85 and $376 , respectively. The accounts receivable trade balance related to customers totaled $32,823 , less allowance of $451 , and $35,940 , less allowance of $382 , as of June 30, 2018 and January 1, 2018, respectively. Accounting Pronouncements adopted during 2018 In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. The amendments in this update are required to be applied using a retrospective transition method to each period presented. Accordingly, the Company adopted this ASU on January 1, 2018 and determined that the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures. 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. This ASU is effective for annual and interim reporting periods beginning after December 15, 2017 with early adoption permitted. Accordingly, the Company adopted this ASU on January 1, 2018 and determined that the adoption of this guidance did not impact the Company’s consolidated financial statements and related disclosures. 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. The amendments in this update are applied using a prospective transition method. Accordingly, the Company adopted this ASU on January 1, 2018 and determined that the adoption of this guidance did not impact the Company’s consolidated financial statements and related disclosures. In March 2018, the FASB issued ASU 2018-5 Income Tax (Topic 740) Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 which adds various paragraphs pursuant to the issuance of SEC Staff Accounting Bulletin No. 118 (“SAB 118”). This guidance provides for the application of ASC Topic 740, Income Taxes, in the reporting period in which the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law and establishes a measurement period that should not extend beyond one year from the Tax Act enactment date (December 22, 2017) to obtain the appropriate documentation and complete the accounting under ASC Topic 740 for certain income tax effects of the Tax Act which were incomplete at December 31, 2017. This ASU became effective when issued in March 2018. The Company believes that all material adjustments have been identified and recorded relating to the Tax Act in 2017. Accordingly, the Company believes that adoption of this guidance will not have a material impact on the Company’s consolidated financial statements and related disclosures. Accounting Pronouncements Not Yet Adopted 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. The Company currently maintains two 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 (i.e. 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 have been negotiated to expire after the adoption date. Consequently, for the 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 should approximate $2,400 . 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 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, and we intend to adopt the new guidance in the first quarter of 2019. The Company is still evaluating the impact of the adoption and implementation of this standard on its consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income which allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act . However, because the amendments only relate to the reclassification of the income tax effects of the Tax Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. This ASU is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period . We intend to adopt the new guidance in the first quarter of 2019. The Company does not believe the adoption and implementation of this standard will have a significant impact on its consolidation financial statements. |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Acquisition [Abstract] | |
Pro Forma Results | Three Months Ended Six Months Ended June 30, 2017 June 30, 2017 Sales $ 38,977 $ 90,014 Net loss $ (2,222) $ (1,411) Net loss per share - basic $ (0.07) $ (0.05) Net loss per share - diluted $ (0.07) $ (0.05) |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Inventories [Abstract] | |
Inventories | June 30, 2018 December 31, 2017 Finished goods $ 46,736 $ 46,729 Work-in-process 6,245 5,194 Raw materials and supplies 8,176 6,215 $ 61,157 $ 58,138 |
Property And Equipment (Tables)
Property And Equipment (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property And Equipment [Abstract] | |
Property And Equipment | June 30, 2018 December 31, 2017 Land $ 3,160 $ 3,160 Building and improvements 6,805 6,800 Furniture and fixtures 4,284 3,822 Computer hardware and software 5,095 4,897 Machinery and equipment 20,610 19,764 Construction in progress 731 721 40,685 39,164 Less accumulated depreciation (16,982) (14,819) $ 23,703 $ 24,345 |
Goodwill And Other Intangible27
Goodwill And Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill And Other Intangible Assets [Abstract] | |
Schedule Of Goodwill | Black Diamond Sierra Total Balance at December 31, 2017 $ - $ 17,745 $ 17,745 Increase due to working capital adjustment - 345 345 Balance at June 30, 2018 $ - $ 18,090 $ 18,090 |
Schedule Of Indefinite Lived Intangible Assets | Balance at December 31, 2017 $ 41,843 Impact of foreign currency exchange rates (92) Balance at June 30, 2018 $ 41,751 |
Schedule Of Definite Lived Intangible Assets, Net | Gross balance at December 31, 2017 $ 33,062 Impact of foreign currency exchange rates (133) Gross balance at June 30, 2018 $ 32,929 |
Schedule Of Intangible Assets, Net Of Amortization | June 30, 2018 December 31, 2017 Customer lists and relationships $ 26,092 $ 26,166 Product technologies 4,790 4,849 Tradename / trademark 1,100 1,100 Core technologies 947 947 32,929 33,062 Less accumulated amortization (11,697) (9,824) $ 21,232 $ 23,238 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Long-Term Debt [Abstract] | |
Components Of Long-Term Debt | June 30, 2018 December 31, 2017 Revolving credit facility (a) $ 16,000 $ 20,842 Capital lease 104 - 16,104 20,842 Less current portion (40) - $ 16,064 $ 20,842 |
Derivative Financial Instrume29
Derivative Financial Instruments - (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Financial Instruments [Abstract] | |
Schedule Of Contracts Designated As Hedged Instruments | June 30, 2018 Notional Latest Amount Maturity Foreign exchange contracts - Canadian Dollars $10,535 August 2019 Foreign exchange contracts - British Pounds £266 September 2018 Foreign exchange contracts - Euros € 11,693 August 2019 December 31, 2017 Notional Latest Amount Maturity Foreign exchange contracts - Norwegian Kroner NOK 2,629 February 2018 Foreign exchange contracts - Canadian Dollars $9,538 February 2019 Foreign exchange contracts - British Pounds £1,737 February 2019 Foreign exchange contracts - Euros € 15,928 February 2019 |
Schedule Of Contracts Designated As Hedged Instruments | June 30, 2018 Notional Latest Amount Maturity Foreign exchange contracts - British Pounds £465 February 2019 |
Schedule Of Derivative Instruments Fair Value And Balance Sheet Classification | Classification June 30, 2018 December 31, 2017 Derivative instruments in asset positions: Forward exchange contracts Prepaid and other current assets $ 634 $ 40 Forward exchange contracts Other long-term assets $ 56 $ 6 Derivative instruments in liability positions: Forward exchange contracts Accounts payable and accrued liabilities $ 10 $ 919 Forward exchange contracts Other long-term liabilities $ - $ 74 |
Accumulated Other Comprehensi30
Accumulated Other Comprehensive Income (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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, 2017 $ 905 $ (406) $ 499 Other comprehensive income (loss) before reclassifications (533) 893 360 Amounts reclassified from other comprehensive income (loss) 41 21 62 Net current period other comprehensive income (492) 914 422 Balance as of June 30, 2018 $ 413 $ 508 $ 921 |
Reclassification Out Of Accumulated Other Comprehensive Income | Gains (losses) reclassified from AOCI to the Condensed Consolidated Statements of Comprehensive Income (Loss) Affected line item in the Condensed Consolidated Statements of Comprehensive Income (Loss) For the Three Months Ended June 30, 2018 For the Six Months Ended June 30, 2018 Foreign exchange contracts: Sales $ (5) $ (330) Less: Income tax expense (250) (309) Amount reclassified, net of tax $ 245 (21) Foreign currency translation adjustments: Other, net $ (172) (41) Total reclassifications from AOCI $ 73 $ (62) |
Fair Value Of Measurements (Tab
Fair Value Of Measurements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Of Measurements [Abstract] | |
Schedule Of Assets And Liabilities Measured On A Recurring Basis | June 30, 2018 Level 1 Level 2 Level 3 Total Assets Forward exchange contracts $ - $ 690 $ - $ 690 $ - $ 690 $ - $ 690 Liabilities Forward exchange contracts $ - $ 10 $ - $ 10 $ - $ 10 $ - $ 10 December 31, 2017 Level 1 Level 2 Level 3 Total Assets Forward exchange contracts $ - $ 46 $ - $ 46 $ - $ 46 $ - $ 46 Liabilities Forward exchange contracts $ - $ 993 $ - $ 993 $ - $ 993 $ - $ 993 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 Six Months Ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 Weighted average shares outstanding - basic 30,041 30,013 30,041 30,014 Effect of dilutive stock awards - - - - Weighted average shares outstanding - diluted 30,041 30,013 30,041 30,014 Net loss per share: Basic $ (0.03) $ (0.12) $ (0.01) $ (0.17) Diluted (0.03) (0.12) (0.01) (0.17) |
Stock-Based Compensation Plan (
Stock-Based Compensation Plan (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Stock-Based Compensation Plan [Abstract] | |
Schedule Of Valuation Assumptions Used In Computing Fair Value Of Stock-Based Awards | Options Granted During the Six Months Ended June 30, 2018 Number of options 1,538 Option vesting period 1 - 5 Years Grant price $6.80 - $7.35 Dividend yield 0.00% Expected volatility (a) 41.2% - 42.5% Risk-free interest rate 2.65% - 2.79% Expected life (years) (b) 5.00 - 6.50 Weighted average fair value $2.77 - $3.09 (a) Expected volatility is based upon the Company’s historical volatility. (b) The expected term was determined based upon the underlying terms of the awards and the category and employment history of employee award recipient. |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring [Abstract] | |
Schedule of Restructuring and Related Costs | 2015 Restructuring Plan Balance at December 31, 2017 $ 93 Charges to expense: Other costs 64 Total restructuring charges 64 Cash payments and non-cash charges: Cash payments (63) Balance at June 30, 2018 $ 94 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Income Taxes [Abstract] | |
Summary Of Tax Credit Carryforwards | Net Operating Loss Carryforward Expiration Dates December 31, 2017 Expiration Dates December 31, Net Operating Loss Amount 2021 $ 21,026 2022 115,000 2023 5,712 2024 3,566 2025 and beyond 11,294 Total $ 156,598 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Information [Abstract] | |
Financial Information for Segments | Three Months Ended Six Months Ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 Sales to external customers: Black Diamond Domestic sales $ 20,323 $ 16,996 $ 39,594 $ 38,333 International sales 14,630 13,684 40,386 33,903 Total Black Diamond 34,953 30,680 79,980 72,236 Sierra Domestic sales 7,522 - 13,905 - International sales 3,406 - 5,263 - Total Sierra 10,928 - 19,168 - Total sales to external customers 45,881 30,680 99,148 72,236 Segment operating income (loss): Black Diamond (322) (2,006) $ 1,615 $ (986) Sierra 2,374 - 3,171 - Total segment operating income (loss) 2,052 (2,006) 4,786 (986) Restructuring charge (24) (42) (64) (83) Transaction costs (168) - (333) - Corporate and other expenses (2,175) (1,608) (4,089) (2,849) Interest expense, net (463) 106 (717) (877) Loss before income tax $ (778) $ (3,550) $ (417) $ (4,795) |
Total Assets by Segment | June 30, 2018 December 31, 2017 Black Diamond $ 128,544 $ 127,202 Sierra 75,349 77,270 Corporate 3,363 2,977 $ 207,256 $ 207,449 |
Depreciation and Amortization by Segment | Three Months Ended Six Months Ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 Capital expenditures: Black Diamond $ 558 $ 722 $ 1,216 $ 1,148 Sierra 107 - 302 - Total capital expenditures $ 665 $ 722 $ 1,518 $ 1,148 Depreciation: Black Diamond $ 633 $ 547 $ 1,220 $ 1,105 Sierra 502 - 988 - Total depreciation $ 1,135 $ 547 $ 2,208 $ 1,105 Amortization: Black Diamond $ 275 $ 269 $ 550 $ 535 Sierra 693 - 1,387 - Total amortization $ 968 $ 269 $ 1,937 $ 535 |
Nature Of Operations And Summ37
Nature Of Operations And Summary Of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 11, 2018 | Jun. 30, 2018 | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Contract liabilities | $ 57 | $ 57 | $ 360 | ||
Revenue recognized from satisfaction of performance obligations | 85 | 376 | |||
Accounts receivable | 32,461 | 32,461 | $ 35,817 | ||
Accounts receivable,allowance | 451 | 451 | $ 382 | ||
ASU 2016-02 [Member] | |||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Operating Lease, Liability | 2,400 | 2,400 | |||
Trade Accounts Receivable [Member] | |||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Accounts receivable | 32,823 | 32,823 | 35,940 | ||
Accounts receivable,allowance | $ 451 | $ 451 | $ 382 | ||
Subsequent Event [Member] | Modified Dutch Auction [Member] | |||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of shares acquired in tender offer | 417,237 | ||||
Per share cost of tender offer | $ 8 | ||||
Aggregate cost of tender offer | $ 3,338 |
Acquisition (Narrative) (Detail
Acquisition (Narrative) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Aug. 21, 2017 |
Business Acquisition [Line Items] | ||
Total consideration value | $ 79,000 | |
Closing adjustment related to working capital | $ 345 | |
Capital leases | $ 104 | |
Sierra Bullets, L.L.C [Member] | ||
Business Acquisition [Line Items] | ||
Acquired outstanding membership interests | 100.00% |
Acquisition (Pro Forma Results)
Acquisition (Pro Forma Results) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | |
Acquisition [Abstract] | ||
Sales | $ 38,977 | $ 90,014 |
Net income (loss) | $ (2,222) | $ (1,411) |
Net income (loss) per share - basic | $ (0.07) | $ (0.05) |
Net income (loss) per share - diluted | $ (0.07) | $ (0.05) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Inventories [Abstract] | ||
Finished goods | $ 46,736 | $ 46,729 |
Work-in-process | 6,245 | 5,194 |
Raw materials and supplies | 8,176 | 6,215 |
Inventories | $ 61,157 | $ 58,138 |
Property And Equipment (Propert
Property And Equipment (Property And Equipment) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Property And Equipment [Abstract] | ||
Land | $ 3,160 | $ 3,160 |
Buildings and improvements | 6,805 | 6,800 |
Furniture and fixtures | 4,284 | 3,822 |
Computer hardware and software | 5,095 | 4,897 |
Machinery and equipment | 20,610 | 19,764 |
Construction in progress | 731 | 721 |
Property and equipment, gross | 40,685 | 39,164 |
Less accumulated depreciation | (16,982) | (14,819) |
Property and equipment | $ 23,703 | $ 24,345 |
Goodwill And Other Intangible42
Goodwill And Other Intangible Assets (Schedule Of Goodwill) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Goodwill [Line Items] | |
Beginning Balance | $ 17,745 |
Increase due to working capital adjustment | 345 |
Ending Balance | 18,090 |
Sierra [Member] | |
Goodwill [Line Items] | |
Beginning Balance | 17,745 |
Increase due to working capital adjustment | 345 |
Ending Balance | $ 18,090 |
Goodwill And Other Intangible43
Goodwill And Other Intangible Assets (Schedule Of Indefinite Lived Intangible Assets) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Acquisition [Abstract] | |
Balance at December 31, 2017 | $ 41,843 |
Impact of foreign currency exchange rates | (92) |
Balance at June 30, 2018 | $ 41,751 |
Goodwill And Other Intangible44
Goodwill And Other Intangible Assets (Schedule Of Definite Lived Intangible Assets, Net) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Acquisition [Abstract] | |
Gross balance at December 31, 2017 | $ 33,062 |
Impact of foreign currency exchange rates | (133) |
Gross balance at June 30, 2018 | $ 32,929 |
Goodwill And Other Intangible45
Goodwill And Other Intangible Assets (Schedule Of Intangible Assets, Net Of Amortization) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 32,929 | $ 33,062 |
Less accumulated amortization | (11,697) | (9,824) |
Intangible assets, net | 21,232 | 23,238 |
Customer Lists And Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 26,092 | 26,166 |
Product Technologies [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 4,790 | 4,849 |
Trade Names and Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 1,100 | 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) - USD ($) | Jun. 27, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Revolving Credit Facility [Member] | |||
Line Of Credit Facility And Long Term Debt [Line Items] | |||
Line of credit facility, amount outstanding | $ 16,000,000 | $ 20,842,000 | |
Zions First National Bank [Member] | Terminated Credit Agreement [Member] | |||
Line Of Credit Facility And Long Term Debt [Line Items] | |||
Credit facility maximum borrowing capacity | $ 40,000,000 | ||
Payments to reduce outstanding balance of line of credit | 16,199,000 | ||
JPMorgan Chase Bank, N.A. [Member] | Letter Of Credit [Member] | |||
Line Of Credit Facility And Long Term Debt [Line Items] | |||
Credit facility maximum borrowing capacity | 5,000,000 | ||
JPMorgan Chase Bank, N.A. [Member] | Revolving Credit Facility [Member] | |||
Line Of Credit Facility And Long Term Debt [Line Items] | |||
Credit facility maximum borrowing capacity | 75,000,000 | ||
Credit facility, conditional commitments | 75,000,000 | ||
Credit facility maximum borrowing capacity after conditional commitments | $ 150,000,000 | ||
Initial interest rate | 1.50% | ||
JPMorgan Chase Bank, N.A. [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | |||
Line Of Credit Facility And Long Term Debt [Line Items] | |||
Interest rate floor | 0.00% | ||
JPMorgan Chase Bank, N.A. [Member] | Revolving Credit Facility [Member] | Eurodollar [Member] | |||
Line Of Credit Facility And Long Term Debt [Line Items] | |||
Interest rate floor | 0.00% | ||
Minimum [Member] | JPMorgan Chase Bank, N.A. [Member] | Revolving Credit Facility [Member] | |||
Line Of Credit Facility And Long Term Debt [Line Items] | |||
Unused commitment fee percentage | 0.25% | ||
Minimum [Member] | JPMorgan Chase Bank, N.A. [Member] | Revolving Credit Facility [Member] | Eurodollar [Member] | |||
Line Of Credit Facility And Long Term Debt [Line Items] | |||
Basis spread on variable rate | 1.50% | ||
Maximum [Member] | JPMorgan Chase Bank, N.A. [Member] | Revolving Credit Facility [Member] | |||
Line Of Credit Facility And Long Term Debt [Line Items] | |||
Unused commitment fee percentage | 0.375% | ||
Maximum [Member] | JPMorgan Chase Bank, N.A. [Member] | Revolving Credit Facility [Member] | Eurodollar [Member] | |||
Line Of Credit Facility And Long Term Debt [Line Items] | |||
Basis spread on variable rate | 2.20% |
Long-Term Debt (Components Of L
Long-Term Debt (Components Of Long-Term Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 |
Line Of Credit Facility And Long Term Debt [Line Items] | |||
Capital leases | $ 104 | ||
Unamortized discount | $ (814) | ||
Total carrying amount of long-term debt | 16,104 | $ 20,842 | |
Less current portion | (40) | ||
Long-term debt, net | 16,064 | 20,842 | |
Revolving Credit Facility [Member] | |||
Line Of Credit Facility And Long Term Debt [Line Items] | |||
Revolving credit facility (a) | $ 16,000 | $ 20,842 |
Derivative Financial Instrume48
Derivative Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Sales | $ 45,881 | $ 30,680 | $ 99,148 | $ 72,236 |
Unrealized Gains (Losses) on Cash Flow Hedges [Member] | ||||
Maximum net exposure to company | 680 | |||
Reclassification Out Of Accumulated Other Comprehensive Income [Member] | Unrealized Gains (Losses) on Cash Flow Hedges [Member] | ||||
Sales | $ (5) | $ 90 | $ (330) | $ 386 |
Derivative Financial Instrume49
Derivative Financial Instruments (Schedule Of Contracts Designated As Hedged Instruments) (Details) € in Thousands, £ in Thousands, kr in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2018GBP (£) | Dec. 31, 2017NOK (kr) | Jun. 30, 2018EUR (€) | Jun. 30, 2018CAD ($) | Dec. 31, 2017GBP (£) | Dec. 31, 2017EUR (€) | Dec. 31, 2017CAD ($) | |
Norwegian Kroner [Member] | |||||||
Foreign Exchange Contracts [Line Items] | |||||||
Foreign exchange contracts, Notional Amount | kr | kr 2,629 | ||||||
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 | $ | $ 10,535 | $ 9,538 | |||||
Canadian Dollars [Member] | Designated as Hedging Instrument [Member] | |||||||
Foreign Exchange Contracts [Line Items] | |||||||
Derivative, Maturity Date | Aug. 1, 2019 | Feb. 1, 2019 | |||||
British Pounds [Member] | |||||||
Foreign Exchange Contracts [Line Items] | |||||||
Foreign exchange contracts, Notional Amount | £ | £ 266 | £ 1,737 | |||||
British Pounds [Member] | Designated as Hedging Instrument [Member] | |||||||
Foreign Exchange Contracts [Line Items] | |||||||
Derivative, Maturity Date | Sep. 1, 2018 | Feb. 1, 2019 | |||||
Euro [Member] | |||||||
Foreign Exchange Contracts [Line Items] | |||||||
Foreign exchange contracts, Notional Amount | € | € 11,693 | € 15,928 | |||||
Euro [Member] | Designated as Hedging Instrument [Member] | |||||||
Foreign Exchange Contracts [Line Items] | |||||||
Derivative, Maturity Date | Aug. 1, 2019 | Feb. 1, 2019 |
Derivative Financial Instrume50
Derivative Financial Instruments (Schedule Of Contracts Not Designated As Hedged Instruments) (Details) € in Thousands, £ in Thousands, kr in Thousands, $ in Thousands | 6 Months Ended | ||||||
Jun. 30, 2018GBP (£) | Jun. 30, 2018EUR (€) | Jun. 30, 2018CAD ($) | Dec. 31, 2017NOK (kr) | Dec. 31, 2017GBP (£) | Dec. 31, 2017EUR (€) | Dec. 31, 2017CAD ($) | |
Norwegian Kroner [Member] | |||||||
Foreign Exchange Contracts [Line Items] | |||||||
Foreign exchange contracts, Notional Amount | kr | kr 2,629 | ||||||
Canadian Dollars [Member] | |||||||
Foreign Exchange Contracts [Line Items] | |||||||
Foreign exchange contracts, Notional Amount | $ | $ 10,535 | $ 9,538 | |||||
British Pounds [Member] | |||||||
Foreign Exchange Contracts [Line Items] | |||||||
Foreign exchange contracts, Notional Amount | £ 266 | £ 1,737 | |||||
British Pounds [Member] | Not Designated as Hedging Instrument [Member] | |||||||
Foreign Exchange Contracts [Line Items] | |||||||
Foreign exchange contracts, Notional Amount | £ 465 | ||||||
Derivative, Maturity Date | Feb. 1, 2019 | ||||||
Euro [Member] | |||||||
Foreign Exchange Contracts [Line Items] | |||||||
Foreign exchange contracts, Notional Amount | € | € 11,693 | € 15,928 |
Derivative Financial Instrume51
Derivative Financial Instruments (Schedule Of Derivative Instruments Fair Value And Balance Sheet Classification) (Details) - Forward exchange contracts [Member] - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Prepaid And Other Current Assets [Member] | ||
Derivative instruments in asset positions, Forward exchange contracts | $ 634 | $ 40 |
Other Long-Term Assets [Member] | ||
Derivative instruments in asset positions, Forward exchange contracts | 56 | 6 |
Accounts Payable And Accrued Liabilities [Member] | ||
Derivative instruments in liability positions, Forward exchange contracts | $ 10 | 919 |
Other Long-Term Liabilities [Member] | ||
Derivative instruments in liability positions, Forward exchange contracts | $ 74 |
Accumulated Other Comprehensi52
Accumulated Other Comprehensive Income (Components Of Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance as of December 31, 2017 | $ 499 | |||
Other comprehensive income (loss) before reclassifications | 360 | |||
Amounts reclassified from other comprehensive income (loss) | 62 | |||
Net current period other comprehensive income (loss) | $ (292) | $ 306 | 422 | $ 243 |
Balance as of June 30, 2018 | 921 | 921 | ||
Foreign Currency Translation Adjustments [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance as of December 31, 2017 | 905 | |||
Other comprehensive income (loss) before reclassifications | (533) | |||
Amounts reclassified from other comprehensive income (loss) | 41 | |||
Net current period other comprehensive income (loss) | (492) | |||
Balance as of June 30, 2018 | 413 | 413 | ||
Unrealized Gains (Losses) on Cash Flow Hedges [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance as of December 31, 2017 | (406) | |||
Other comprehensive income (loss) before reclassifications | 893 | |||
Amounts reclassified from other comprehensive income (loss) | 21 | |||
Net current period other comprehensive income (loss) | 914 | |||
Balance as of June 30, 2018 | $ 508 | $ 508 |
Accumulated Other Comprehensi53
Accumulated Other Comprehensive Income (Reclassification Out Of Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Sales | $ 45,881 | $ 30,680 | $ 99,148 | $ 72,236 |
Less: Income tax expense | (1) | 104 | (43) | 314 |
Total reclassificaitons from AOCI | (62) | |||
Unrealized Gains (Losses) on Cash Flow Hedges [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total reclassificaitons from AOCI | (21) | |||
Foreign Currency Translation Adjustments [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total reclassificaitons from AOCI | (41) | |||
Reclassification Out Of Accumulated Other Comprehensive Income [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total reclassificaitons from AOCI | 73 | (62) | ||
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 | (5) | $ 90 | (330) | $ 386 |
Less: Income tax expense | (250) | (309) | ||
Total reclassificaitons from AOCI | 245 | (21) | ||
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 | $ (172) | $ (41) |
Fair Value Of Measurements (Sch
Fair Value Of Measurements (Schedule Of Assets And Liabilities Measured On A Recurring Basis) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Forward exchange contract, asset, fair value | $ 690 | $ 46 |
Forward exchange contract, liability, fair value | 10 | 993 |
Assets fair value | 690 | 46 |
Liabilities fair value | 10 | 993 |
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 | 690 | 46 |
Forward exchange contract, liability, fair value | 10 | 993 |
Assets fair value | 690 | 46 |
Liabilities fair value | 10 | 993 |
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 | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Antidilutive securities excluded from computation of earnings per share, number of shares | 4,509 | 2,730 | 3,943 | 2,772 |
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 | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Weighted average number of shares outstanding - basic | 30,041 | 30,013 | 30,041 | 30,014 |
Effect of dilutive stock awards | ||||
Weighted average number of shares outstanding - diluted | 30,041 | 30,013 | 30,041 | 30,014 |
Basic net income (loss) per share | $ (0.03) | $ (0.12) | $ (0.01) | $ (0.17) |
Diluted net income (loss) per share | $ (0.03) | $ (0.12) | $ (0.01) | $ (0.17) |
Stock-Based Compensation Plan57
Stock-Based Compensation Plan (Narrative) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($)shares | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)itemshares | Jun. 30, 2017USD ($) | |
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 | $ | $ 656 | $ 309 | $ 1,155 | $ 342 |
Unrecognized compensation cost related to unvested stock options | $ | $ 4,949 | $ 4,949 | ||
Unvested restricted stock awards | 850 | 850 | ||
Unvested stock options | 1,876 | 1,876 | ||
Unrecognized compensation cost related to unvested restricted stock awards | $ | $ 826 | $ 826 | ||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of stock options issued under a plan | 1,538 | |||
Shares issued | 1,500 | |||
Number of Vesting Tranches | item | 5 | |||
Stock options granted fair value | $ | $ 4,595 | |||
2015 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares issued | 1,538 |
Stock-Based Compensation Plan58
Stock-Based Compensation Plan (Schedule Of Valuation Assumptions Used In Computing Fair Value Of Stock-Based Awards) (Details) - Stock Options | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options granted | shares | 1,538 |
Dividend yield | 0.00% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 1 year |
Grant price | $ 6.80 |
Expected Volatility | 41.20% |
Risk-free interest rate | 2.65% |
Expected life (years) | 5 years |
Weighted average fair value | $ 2.77 |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 5 years |
Grant price | $ 7.35 |
Expected Volatility | 42.50% |
Risk-free interest rate | 2.79% |
Expected life (years) | 6 years 6 months |
Weighted average fair value | $ 3.09 |
Restructuring - (Narrative) (De
Restructuring - (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 24 | $ 42 | $ 64 | $ 83 |
2015 Plan [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 24 | $ 42 | 64 | $ 83 |
Cumulative restructuring charges | $ 2,608 |
Restructuring - (Schedule of Re
Restructuring - (Schedule of Restructuring and Related Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 24 | $ 42 | $ 64 | $ 83 |
2015 Plan [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Reserve, Beginning Balance | 93 | |||
Restructuring charges | 24 | $ 42 | 64 | $ 83 |
Cash payments | (63) | |||
Restructuring Reserve, Ending Balance | $ 94 | 94 | ||
Other Restructuring [Member] | 2015 Plan [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 64 |
Commitments And Contingencies (
Commitments And Contingencies (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Commitments And Contingencies [Abstract] | ||||
Total rent expense | $ 194 | $ 194 | $ 421 | $ 397 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Income Taxes [Abstract] | |||||
Statutory income tax benefit | 21.00% | 35.00% | |||
Tax Cuts and Jobs Act of 2017, Transition Tax, Tax Benefit, If Recognized | $ 2,500 | ||||
Tax Cuts and Jobs Act of 2017, Valuation Allowance, Federal | 4,512 | ||||
Tax Cuts and Jobs Act of 2017, Valuation Allowance, State, If Recognized | 400 | ||||
Foreign statutory tax rate, foreign operations | 25.00% | 25.00% | |||
Gross deferred tax asset | 50,732 | ||||
Valuation allowance | 45,811 | ||||
Net deferred tax asset | 4,921 | ||||
Deferred tax liabilities, gross | 8,587 | ||||
Discrete benefit (charge) associated with tax effect | $ 24 | $ (102) | $ 52 | $ 235 | |
Tax Cuts and Jobs Act of 2017, Percentage of Deferred Tax Asset Which Can be Used for Offset | 80.00% | ||||
Net operating loss carryforwards for U.S. federal income tax purposes | 156,598 | ||||
Research and experimentation credit carryforwards | 3,452 | ||||
Alternative minimum tax credit carryforwards | $ 0 |
Income Taxes (Summary Of Tax Cr
Income Taxes (Summary Of Tax Credit Carryforwards) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Tax Credit Carryforward [Line Items] | |
Total net operating loss amount | $ 156,598 |
Operating loss carryforward expiration year 2021 | |
Tax Credit Carryforward [Line Items] | |
Net operating loss amount | 21,026 |
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 | $ 11,294 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2018segment | |
Segment Information [Abstract] | |
Number of segments | 2 |
Segment Information (Financial
Segment Information (Financial Information for Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Sales to external customers | $ 45,881 | $ 30,680 | $ 99,148 | $ 72,236 |
Operating income (expense) | (123) | (3,864) | 371 | (4,140) |
Restructuring charges | (24) | (42) | (64) | (83) |
Transaction costs | (168) | (333) | ||
Corporate and other expenses | (2,175) | (1,608) | (4,089) | (2,849) |
Interest income (expense), net | (463) | 106 | (717) | (877) |
Income (loss) before income tax | (778) | (3,550) | (417) | (4,795) |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (expense) | 2,052 | (2,006) | 4,786 | (986) |
Black Diamond [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to external customers | 34,953 | 30,680 | 79,980 | 72,236 |
Black Diamond [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (expense) | (322) | (2,006) | 1,615 | (986) |
Sierra [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to external customers | 10,928 | 19,168 | ||
Sierra [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (expense) | 2,374 | 3,171 | ||
Domestic Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to external customers | 27,845 | 16,996 | 53,499 | 38,333 |
Domestic Sales [Member] | Black Diamond [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to external customers | 20,323 | 16,996 | 39,594 | 38,333 |
Domestic Sales [Member] | Sierra [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to external customers | 7,522 | 13,905 | ||
International Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to external customers | 18,036 | 13,684 | 45,649 | 33,903 |
International Sales [Member] | Black Diamond [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to external customers | 14,630 | $ 13,684 | 40,386 | $ 33,903 |
International Sales [Member] | Sierra [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales to external customers | $ 3,406 | $ 5,263 |
Segment Information (Total Asse
Segment Information (Total Assets by Segments) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Assets | $ 207,256 | $ 207,449 |
Black Diamond [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 128,544 | 127,202 |
Sierra [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 75,349 | 77,270 |
Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 3,363 | $ 2,977 |
Segment Information (Capital Ex
Segment Information (Capital Expenditures, Depreciation and Amortization by Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Capital expenditures | $ 665 | $ 722 | $ 1,518 | $ 1,148 |
Depreciation | 1,135 | 547 | 2,208 | 1,105 |
Amortization | 968 | 269 | 1,937 | 535 |
Black Diamond [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 558 | 722 | 1,216 | 1,148 |
Depreciation | 633 | 547 | 1,220 | 1,105 |
Amortization | 275 | $ 269 | 550 | $ 535 |
Sierra [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 107 | 302 | ||
Depreciation | 502 | 988 | ||
Amortization | $ 693 | $ 1,387 |
Related Party Transactions - (N
Related Party Transactions - (Narrative) (Details) - USD ($) $ in Thousands | May 28, 2010 | Jun. 30, 2017 |
Related Party Transactions [Abstract] | ||
Subordinated debt interest rate | 5.00% | |
Debt Instrument, Unamortized Discount | $ 814 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event [Member] | Aug. 06, 2018$ / shares |
Subsequent Event [Line Items] | |
Common Stock, Dividends, Per Share, Declared | $ 0.025 |
Dividends Payable, Date to be Paid | Sep. 4, 2018 |
Dividends Payable, Date of Record | Aug. 20, 2018 |