UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
xx ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
¨¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number: 001-34767
CLARUS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
, Utah
2084 East 3900 South
Salt Lake City, Utah
(Address of principal executive offices)
58-1972600
(I.R.S. Employer
Identification Number)
84124
(Zip code)
(801) 278-5552
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Common Stock, par value $.0001 per share
CLAR
Name of
each
exchange
on which
registered
NASDAQ
Global
Select
Market
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ¨¨ NO xx
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. YES ¨¨ NO xx
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES xx NO ¨¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES xx NO ¨¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
¨¨
xx
Non-accelerated filer
Smaller reporting company
Emerging growth company
¨¨
¨¨
¨¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ¨¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) YES ¨¨ NO xx
The aggregate market value of the voting stock and non-voting common equity held by non-affiliates of the Registrant at June 30, 2020 was approximately $266.4 million based on $11.56 per share, the
closing price of the common stock as quoted on the NASDAQ Global Select Market.
As of March 3, 2021, there were 31,304,181 shares of common stock, par value $0.0001, outstanding.
Portions of our Proxy Statement for the 2021 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the Registrant’s 2020 fiscal year end are
incorporated by reference into Part III of this Annual Report on Form 10-K.
DOCUMENT INCORPORATED BY REFERENCE
INDEX
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Signature Page
CLARUS CORPORATION
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits and Financial Statement Schedules
Page
3
11
25
26
26
27
28
30
31
42
43
76
76
79
79
79
79
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80
83
ITEM 1. BUSINESS
Overview
PART I
Headquartered in Salt Lake City, Utah, Clarus Corporation (which may be referred to as the “Company,” “Clarus,” “we,” “our” or “us”), a company focused on the outdoor
and consumer industries, is seeking opportunities to acquire and grow businesses that can generate attractive shareholder returns. The Company has net operating tax loss
carryforwards which it is seeking to redeploy to maximize shareholder value. Clarus’ primary business is as a leading designer, developer, manufacturer and distributor of
outdoor equipment and lifestyle products focused on the climb, ski, mountain, sport and skincare markets. The Company’s products are principally sold under the Black
Diamond®, Sierra®, Barnes®, PIEPS® and SKINourishment® brand names through outdoor specialty and online retailers, distributors and original equipment manufacturers
throughout the U.S. and internationally.
Through our Black Diamond, PIEPS, and SKINourishment brands, we offer a broad range of products including: high-performance, activity-based apparel (such as shells,
insulation, midlayers, pants and logowear); rock-climbing footwear and equipment (such as carabiners, protection devices, harnesses, belay devices, helmets, and ice-climbing
gear); technical backpacks and high-end day packs; trekking poles; headlamps and lanterns; gloves and mittens; and skincare and other sport-enhancing products. We also
offer advanced skis, ski poles, ski skins, and snow safety products, including avalanche airbag systems, avalanche transceivers, shovels, and probes. Through our Sierra and
Barnes brands, we manufacture a wide range of high-performance bullets and ammunition for both rifles and pistols that are used for precision target shooting, hunting and
military and law enforcement purposes.
Clarus, incorporated in Delaware in 1991, acquired Black Diamond Equipment, Ltd. (“Black Diamond Equipment”) in May 2010 and changed its name to Black Diamond,
Inc. in January 2011. In October 2012, we acquired PIEPS Holding GmbH and its subsidiaries (collectively, “PIEPS”).
On August 14, 2017, the Company changed its name from Black Diamond, Inc. to Clarus Corporation and its stock ticker symbol from “BDE” to “CLAR” on the NASDAQ
stock exchange. On August 21, 2017, the Company acquired Sierra Bullets, L.L.C. (“Sierra”). On November 6, 2018, the Company acquired the assets of SKINourishment,
Inc. (“SKINourishment”).
On October 2, 2020, the Company completed the acquisition of certain assets and liabilities constituting the Barnes business (“Barnes”) for a purchase price of $30,500,000.
On August 6, 2018, the Company announced that its Board of Directors approved the initiation of a quarterly cash dividend program of $0.025 per share of the Company’s
common stock (the “Quarterly Cash Dividend”) or $0.10 per share on an annualized basis. The declaration and payment of future dividends is subject to the discretion of and
approval of the Company’s Board of Directors. On May 1, 2020, the Company announced that, in light of the operational impact of the COVID-19 pandemic, its Board of
Directors temporarily replaced its Quarterly Cash Dividend with a stock dividend (the “Quarterly Stock Dividend”). In 2020, 2019 and 2018, our total Quarterly Cash
Dividends were $1,520,000, $2,987,000 and $1,488,000, respectively. In 2020, our total Quarterly Stock Dividends were $1,533,000. On January 29, 2021, the Company
announced that its Board of Directors approved the payment on February 19, 2021 of the Quarterly Cash Dividend to the record holders of shares of the Company’s common
stock as of the close of business on February 8, 2021.
Impact of COVID-19
The global outbreak of COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020, with
governments world-wide implementing safety measures restricting travel and requiring citizen lockdowns and self-confinements for quarantining purposes. This has
negatively affected the U.S. and global economy, disrupted global supply chains, and resulted in significant transport restrictions and disruption of financial markets. The
impact of this pandemic has created significant uncertainty in the global economy and has affected our business, employees, retail and distribution partners, suppliers, and
customers.
We experienced a decline in retail demand within our Black Diamond segment beginning in the second half of March 2020 through December 2020, which negatively
impacted our sales and profitability for the first, second, third and fourth quarters of 2020. We also expect a continued impact on the Company’s sales and profitability in
future periods. The duration of these trends and the magnitude of such impacts cannot be precisely estimated at this time, as they are affected by a number of factors (some of
which are outside management’s control), including those presented in Item 1A. Risk Factors.
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We have mitigated some of the negative impacts to our operating results by taking significant actions to improve our current operating results and liquidity position, including
drawing on the credit facility, suspending share repurchases, temporarily suspending cash dividends, postponing non-essential capital expenditures, reducing operating costs,
modulating production in line with demand, and substantially reducing discretionary spending. We will continue to adjust mitigation measures as needed related to health and
safety. Those measures have and might continue to include temporarily suspending manufacturing or retail operations, modifying workspaces, continuing social distancing
policies, implementing new personal protective equipment or health screening policies at our facilities, or such other industry best practices needed to continue maintain a
healthy and safe environment for our employees amidst the pandemic.
These countermeasures partially mitigated the impacts of COVID-19 on our full year 2020 financial results. As the impact of the COVID-19 pandemic on the economy and
our operations evolves, we will continue to assess the impact on the Company and respond accordingly.
Sustained adverse impacts to the Company, certain of its suppliers, dealers or customers may also affect the Company’s future cash flows, liquidity, and valuation of certain
assets and therefore may increase the likelihood of an impairment charge, write-off, or reserve associated with such assets, including goodwill, indefinite and finite-lived
intangible assets, property and equipment, inventories, accounts receivable, net deferred tax assets, and other assets.
Market Overview
Our primary target customers are outdoor-oriented consumers who enjoy active, outdoor-focused lifestyles. The users of our products are made up of a wide range of outdoor
enthusiasts, including climbers, mountaineers, trail runners, skiers, mountain bikers, backpackers and campers, competitive shooters, hunters and other outdoor-inspired
consumers. We believe we have a strong reputation for innovation, style, quality, design, safety, and durability in our core product lines.
As the variety of outdoor sports activities continue to grow and proliferate, and existing outdoor sports evolve and become ever more specialized, we believe other outdoor
companies are failing to address the unique technical and performance needs of enthusiasts involved in such specialized activities. We believe we have been able to help
address this void in the marketplace by seeking to leverage our user intimacy and improving on our existing product lines by expanding our product offerings into new niche
categories and products, and by incorporating innovative industrial design and engineering and performance tolerances into our products. We believe the credibility and
authenticity of our brands expands our potential market beyond committed outdoor athletes to those outdoor generalist consumers who desire to lead active, outdoor-focused
lifestyles.
Growth Strategies
Our growth strategies are to achieve sustainable, profitable growth organically while seeking to expand our business through targeted, strategic acquisitions. We intend to
create innovative new products, increase consumer and retailer awareness and demand for our products, and build stronger emotional brand connections with consumers over
time across a growing number of geographic markets.
Continue to Service and Grow Existing Accounts. We continue to seek to develop strong relationships with our key retail, distributor and original equipment manufacturer
(“OEM”) partners through a mutual respect and admiration for the sports we serve. Through our various corporate initiatives, a focus on being easy to do business with, the
extension of our existing product portfolios, and an emphasis on quality, on-time deliveries, brand awareness and marketing, we plan to grow our existing accounts as well as
foster new relationships.
Broaden Distribution Footprint. We believe there is a significant opportunity to expand the presence and penetration of each of our brands outside of the U.S. market. The
European alpine market is currently significantly larger than the U.S. market and is highly fragmented by country, with no clear leader across Europe. We have been able to
gain market share by emphasizing our Black Diamond brand, positioning it as a global brand with American roots and PIEPS as a global brand with European roots. We
believe there is also a significant opportunity to expand our Sierra and Barnes brands more extensively outside the U.S. market through additional sales and marketing
investments.
New Product Development and Innovation. To drive organic growth within our existing businesses, we intend to leverage our strong brand names, customer relationships,
proven capacity to develop new innovative products and product extensions in each of our existing product categories, and to expand into new product categories. Our new
technologies are generally inspired by our continuing commitment to maximize the enjoyment and efficacy of the products for the outdoor sports for which we design.
Acquisition of Complementary Businesses. We expect to target acquisitions as a viable opportunity to gain access to new product groups, customer channels, and increase
penetration of existing markets. We may also pursue acquisitions that diversify the Company within the outdoor and consumer markets. To the extent we pursue future
acquisitions, we intend to focus on “super-fan” businesses with leading brands, recurring revenue, sustainable margins and strong cash flow. We anticipate financing future
acquisitions prudently through a combination of cash on hand, operating cash flow, bank financings, private placements and new capital markets offerings.
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Competitive Strengths
Authentic Portfolio of Iconic Brands. We believe that our brands are iconic among devoted, active-outdoor enthusiasts with a strong reputation for innovation, style, quality,
design, safety and durability. Our Black Diamond brand traces its roots to 1957 and has continuously been synonymous with the sports it serves. Our PIEPS brand traces its
history to 1967 and has come to represent premium alpine performance in emergency situations. Our Sierra brand was founded in 1947 and we believe represents the most
precise and accurate bullets and ammunition available for the shooting enthusiast. Our Barnes brand was founded in 1932 and produces some of the most technologically
advanced lead-free bullets and premium ammunition. Our climbOn® brand included in SKINourishment was founded in 1996, providing fully sustainable, synthetic-free,
athlete tested, performance-driven skincare products. Our brands also appeal to everyday customers seeking high-quality products for outdoor or urban and suburban living.
Our focus on innovation, safety and style differentiates us from our competitors.
Black Diamond Equipment: Black Diamond Equipment is a global innovator in climbing, trail running, skiing and mountain sports equipment. The brand is synonymous with
innovation, performance, safety and durability. Headquartered in Salt Lake City at the base of the Wasatch Mountains, Black Diamond products are created and tested locally
on its alpine peaks, slopes, crags and trails. Black Diamond's products are sold in approximately 50 countries around the world.
In 2020, Black Diamond Equipment received over 125 product awards. Black Diamond’s engineering team introduced award-winning products, with the Climb category
receiving 21 awards, Mountain category receiving 40 awards, Ski category winning 29 awards and Apparel category winning 37 awards. Across the Climb category, Black
Diamond’s Vision MIPS climbing helmet, notably earned a Gear of the Show from Men’s Journal magazine at Outdoor Retailer’s Snow Show. Climbing magazine also
recognized the Vision MIPS climbing helmet, Technician approach shoes and Hot Forge Hybrid quickdraw with Editor’s Choice awards. SNEWS recognized Black Diamond
as one of the bestselling climbing equipment brands from its 2020 retailer survey. In the Mountain category, Black Diamond’s traction launch earned Best in Show at Outdoor
Retailer Snow Show, as well as collecting awards from Women’s Running, Women’s Health and Podium Runner magazines. Black Diamond’s Distance 4 hydration vest
won an Editor’s Choice from Runner’s World magazine while its Distance 8 and 15 packs were recognized by Outside and Trail Runner magazines. Black Diamond
headlamps and trekking poles collected nearly 20 product awards including media outlets like GearJunkie.com, OutdoorGearLab.com and Backpacker magazine. For Ski,
Black Diamond managed to secure Editor’s Choice awards from Backcountry, Freeskier, Powder and SKI magazines. Products included Black Diamond gloves, avalanche
transceivers, ski poles, climbing skins and JetForce avalanche airbags. Award winning skis include the Helio Carbon 88, 95, 104, Cirque 84 and Boundary Pro 115. In its
Apparel category, Black Diamond earned an ISPO GOLD award for its Dawn Patrol Hybrid Hoody. Backpacker magazine named the Dawn Patrol Hybrid Hoody the “Most
Protective Softshell of 2020,” while Popular Mechanics called it one of the coolest products it saw at Outdoor Retailer. In the Spring, Outside magazine named Black
Diamond’s HighLine Stretch Shell as Gear of the Year.
PIEPS: Headquartered in Lebring, Steiermark, Austria, PIEPS is widely recognized as an innovator and technology leader in alpine sport and safety equipment, focused on
beacon technology (having created the modern avalanche transceiver) and avalanche safety equipment. PIEPS offers a focused range of premium avalanche safety products,
including transceivers and probes, avalanche airbags, shovels, related equipment, and packs. PIEPS is the official safety partner of the Association of Austrian Mountain and
Ski Guides. PIEPS played a key partnership role with Black Diamond Equipment in development of the new JetForce® avalanche airbag and Bluetooth beacon technology
platforms.
SKINourishment: SKINourishment offers organic, 100% food-grade, plant-based skin products that are safe, effective, cruelty-free, non-GMO, vegetarian, and vegan, and
some are gluten free. Its synthetic-free skincare products are made with food grade ingredients, are effective for adults, children and animals, and use renewable resources.
The most significant brand, climbOn®, has expanded the product line to include lotion bars, lotion crème, lip balm, soap, hand sanitizer, insect repellent, and muscle balm.
Sierra: Founded in 1947 and headquartered in Sedalia, Missouri, Sierra Bullets has been dedicated to manufacturing the highest-quality, most accurate bullets and
ammunition in the world. From local and international shooting competitions to sport and hunting, Sierra offers best-in-class accuracy and precision that hunting and sport
shooting enthusiasts have come to depend on. This performance is born from a proprietary manufacturing process that enables the achievement of the tightest tolerances in the
industry. Sierra’s bullets and ammunition are used for precision target shooting, hunting and defense purposes. In addition to a wide base of retailers, Sierra's customers
include distributors, law enforcement and industry OEMs. Sierra's products have cultivated a significant consumer following recognized by its iconic "green box" packaging
and include globally recognized bullet brands such as Sierra® MatchKing®, Sierra® GameKing®, and Sierra® BlitzKing® and ammunition brands such as GameChanger®,
Prairie Enemy TM, Outdoor Master®, and Sport Master®.
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Barnes: Headquartered in Mona, Utah, Barnes Bullets has been an industry leader in bullet technology and innovation since 1932. The company manufactures some of the
world’s most technologically advanced lead-free bullets and premium hunting, self-defense and tactical ammunition. Barnes has earned its strong reputation through unrivaled
performance and results. This reputation is defined by innovative design, advanced manufacturing techniques and a core focus on the end-user. As a result, Barnes has
generated a strong consumer following supported by its globally recognized bullet brands such as Barnes® TSX®, X Bullet®, Varmint Grenade®, and Expander® and
ammunition brands VOR-TX® and TAC-XPD®. With its products being sold through its online store, a variety of retailers and international distributors, Barnes’s customers
include hunters, range shooters, military and law enforcement professionals around the world.
Strong Base of Business. Our outdoor products business benefits from a strong reputation for paradigm-changing, high-quality, innovative products that make us a leader in
the outdoor industry with particular strength in product categories such as climbing, trail running, skiing, mountaineering, hunting and competitive shooting. Underlying our
innovative product lines is a strong stable of intellectual property, with multiple patents and patent applications, as well as valuable brands and trademarks. In addition, our
user intimacy, strong retailer partnerships, operations and execution acumen and leadership as a champion in the access, education, and stewardship issues that affect our
customers contribute to the robustness of our business.
Product Innovation and Development Capabilities. We have a long history of technical innovation and product development, with over 100 patents and patents pending
worldwide. Our employees’ passion and intimacy with our core outdoor activities fosters new and innovative ideas and products, which we believe provides a significant
advantage that will drive our Company to new levels. We seek to design products that enhance our customers’ personal performance as they participate in the activities we
serve. We integrate quality assurance and quality control teams throughout the entire design process to maintain the quality and integrity that our brands are known for. We
believe that our vertically integrated design, development process and enthusiastic employee base provide us with a unique competitive advantage to continue to drive future
innovation for our Company and the markets we serve.
Diversified Portfolio by Product, Geography and Channel. Our business is highly diversified across products, geographies, and channels. We operate a multi-brand business
with Black Diamond, PIEPS, Sierra, Barnes and SKINourishment branded products spanning 34 single product categories addressing four primary categories of climbing,
skiing, mountain, and sport. Our bullet product category is the only product category that accounts for more than 15% of annual sales on a pro forma basis for the year ended
December 31, 2020. This provides seasonal diversification with a balance of sales across both the fall/winter and spring/summer sports seasons. Our brands are truly global
with approximately 61% of our sales on a pro forma basis for the year ended December 31, 2020 generated in over 50 countries outside the United States. We believe that our
product, geographic, and distribution channel diversity allows us to maximize the reach of our brand portfolio while reducing the risk associated with any single product
category or point of distribution.
Experienced and Incentivized Senior Management Team. The members of our Board of Directors and our executive officers, including Mr. Warren Kanders, are substantial
stockholders of the Company, and beneficially own approximately 28% of our outstanding common stock as of March 3, 2021, which we believe aligns the interests of our
Board of Directors and our executive officers with that of our stockholders.
Growth-oriented Capital Structure. Our capital structure provides us with the capacity to fund future growth and our net operating loss and tax credit carryforwards are
expected to offset our net taxable income, which is expected to allow us to retain cash flow for future growth.
Operating Segments
We operate our business structure within two segments. These segments are defined based on the internal financial reporting used by our chief operating decision maker to
allocate resources and assess performance. Certain significant selling and general and administrative expenses are not allocated to the segments. Each segment is described
below:
· Our Black Diamond segment, which includes Black Diamond Equipment, PIEPS, and SKINourishment, is a global leader in designing, manufacturing, and marketing
innovative outdoor engineered equipment and apparel for climbing, mountaineering, trail running, backpacking, skiing, and a wide range of other year-round outdoor
recreation activities. Our Black Diamond segment offers a broad range of products including: high-performance, activity-based apparel (such as shells, insulation,
midlayers, pants and logowear); rock-climbing footwear and equipment (such as carabiners, protection devices, harnesses, belay devices, helmets, and ice-climbing
gear); technical backpacks and high-end day packs; trekking poles; headlamps and lanterns; gloves and mittens; and skincare and other sport-enhancing products. We
also offer advanced skis, ski poles, ski skins, and snow safety products, including avalanche airbag systems, avalanche transceivers, shovels, and probes.
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· Our Sierra segment, which includes Sierra and Barnes, includes two iconic American manufacturers of a wide range of high-performance bullets and ammunition for
both rifles and pistols. These bullets are used for precision target shooting, hunting and military and law enforcement purposes.
See Note 16 to our consolidated and combined financial statements for financial information regarding our segments.
Products
Our products span 34 single product categories and include a wide variety of technical outdoor equipment and lifestyle products for a wide range of outdoor enthusiasts,
including climbers, mountaineers, trail runners, skiers, backpackers and campers, competitive shooters, hunters and other outdoor-inspired consumers. We design many of our
products for extreme applications, such as high-altitude mountaineering, ice and rock climbing, as well as backcountry skiing and alpine touring. We also manufacturer high-
quality bullets and ammunition with the tightest tolerances in the industry that enhance the performance of competitive shooters and hunters. We have also developed
skincare products, such as lotions, lip balm, and sunscreen, as well as sport-enhancing supplements, nutrition, and other products using natural, organic or alternative
ingredients. Generally, we divide our product offerings into the following four primary categories:
· Climb: Our climb line consists of apparel, footwear, and equipment such as belay/rappel devices, bouldering products, carabiners, climbing packs, crampons,
harnesses, ice axes, protection devices, a bouldering line of technical apparel, and various other climbing accessories and skincare products. Our climb line represented
approximately 26% of our sales on a pro forma basis during the year ended December 31, 2020.
· Mountain: Our mountain line consists of apparel, gloves, packs, headlamps, lights, tents, trekking poles, and various other hiking and mountaineering accessories. Our
mountain line represented approximately 26% of our sales on a pro forma basis during the year ended December 31, 2020.
· Ski: Our ski line consists of technical apparel, avalanche airbags, packs, bindings, poles, skis, snow gloves, avalanche safety devices, and other skiing accessories. Our
ski line represented approximately 19% of our sales on a pro forma basis during the year ended December 31, 2020.
· Sport: Our sport line consists of premium quality high-precision bullets and ammunition used in competitive shooting, hunting and other applications and
environments. Our sport line represented approximately 29% of our sales on a pro forma basis during the year ended December 31, 2020.
Product Design and Development
We conduct our product research, evaluation, and design activities at our locations in Salt Lake City, Utah, Sedalia, Missouri, Mona, Utah, Lebring, Austria, and Wimberly,
Texas.
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We typically bring new products from concept to market in approximately 18 to 36 months depending upon the technology integration and complexity of the product. We
work simultaneously on product lines for the four subsequent selling seasons.
We expense research and development costs as incurred in selling, general, and administrative expenses. As of December 31, 2020, we had 80 employees dedicated to
research and development.
Customers
We market and distribute our products in over 50 countries, primarily through independent specialty stores and specialty chains, premium sporting goods and outdoor
recreation stores, distributors and OEMs in the United States, Canada, Europe, Middle East, Asia, Australia, New Zealand, Africa, and South America. Outside of North
America and Europe, we sell our products through independent global distributors into specialty retail stores. We also sell our products directly to customers through our
various websites.
Our end users include a broad range of consumers, including mountain, rock, ice, and gym climbers, winter-outdoor enthusiasts, trail runners, backpackers, competitive
shooters, hunters, and outdoor-inspired consumers. Such consumers demand high-quality, reliable, and high-precision products to enhance their performance and, in some
cases, safety in a multitude of outdoor activities. We expect to leverage our user intimacy, engineering prowess, and design ability to expand into related technical product
categories that target the same demographic group and distribution channels.
Sales and Marketing
Our sales force is generally deployed by geographic region: Canada, Europe, Asia Pacific, Latin America, and the United States. Our focus is on providing our products to a
broad spectrum of outdoor enthusiasts. Within each of our brands, we strive to create a unique look for our products and to communicate those differences to the consumer. In
addition, we are continuously exploring uses for brand and market research. We also regularly utilize various promotions and public relations campaigns.
We have consistently established relationships with professional athletes and influencers to help evaluate, promote and establish product performance and authenticity with
customers. Such brand endorsers are one of many elements in our array of marketing materials, including instore displays, catalogs, workbooks, social media, and digital
campaigns via our websites.
Manufacturing, Sourcing, Quality Assurance and Distribution
Manufacturing
Our objective is to deliver on-time the highest quality of products in the safest and most cost-efficient manner. Our culture of continuous improvement and implementation of
industry best practices, allows us to continue to increase productivity, reduce costs, and bring new innovative products to the market.
The Black Diamond Equipment and PIEPS manufacturing and distribution operations are ISO 9001–2015 certified and are audited annually by an independent certifying
agency to ensure Black Diamond Equipment’s and PIEPS’ quality management systems meet the requirements of ISO 9001–2015, and to ensure that Black Diamond
Equipment’s and PIEPS’ certified products meet all necessary performance certification requirements. Sierra and Barnes are members of the Sporting Arms & Ammunition
Manufacturers’ Institute and employ best-in-class proprietary manufacturing processes with respect to each one of its products. These processes are performed in-house and
includes control of bullet jacket wall concentricity utilizing strict quality control standards overseen by experienced employees, yielding what we believe to be the tightest
tolerances in the industry.
We manufactured approximately 30% to 35% of our products, including nearly all protection devices for climbing and all bullets, in our facilities in the United States. The
remaining approximately 65% to 70% of our products are also manufactured to our specifications in third-party, independently-owned facilities. We keep employees and
agents on-site or via regular visits at these third-party, independently-owned facilities to ensure that our products are manufactured to meet our specifications. While we do
not maintain a long-term manufacturing contract with those facilities, we believe that our long-term relationships with them will help to ensure that a sufficient supply of
goods built to our specification are available in a timely manner and on satisfactory economic terms in the future.
Sourcing
We source raw materials and components from a variety of suppliers. Our primary raw materials include copper, lead, aluminum, steel, nylon, corrugated cardboard for
packaging, metal, plastic and electrical components, and various textiles, foams, and fabrics. The raw materials and components used to manufacture our products are
generally available from numerous suppliers in quantities sufficient to meet normal requirements.
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We source packaging materials both domestically as well as from sources in Asia and Europe. We believe that all of our purchased products and materials could be readily
obtained from alternative sources at comparable costs.
Quality Assurance
Quality assurance at the Company has two primary functions:
· The first is to ensure that the products that we design and develop are manufactured to meet or exceed the Company’s own standards and international regulatory
standards. This involves creating inspection documentation, reviewing manufacturing processes with our various vendor-partners, and inspecting finished product to
assure it meets the rigorous standards required by our customers. These activities take place globally, wherever our products are manufactured.
· The second function is to provide real and meaningful input to the new product development process. Quality assurance professionals interact closely with the design
and engineering teams and bring knowledge and expertise to the design process, ensuring that the products we bring to market truly meet the criteria established when
a new product is envisioned.
The engineering prowess of the quality assurance group is a core competency that the Company seeks to leverage across all product lines and brands.
Global Distribution
Our distribution model allows us to ship a broad cross-section of our product line in smaller quantities to our own global distribution centers and to those of our Independent
Global Distributors (IGD) more frequently and at lower transportation and logistics costs.
Competition
Because of the diversity of our product offerings, we compete by niche with a variety of companies. Our products must stand up to the high standards set by the end users in
each category where quality, durability and performance are paramount. We believe our products compete favorably on the basis of product innovation, product performance,
marketing support, and price.
The popularity of various outdoor activities and changing design trends affect the desirability of our products. Therefore, we seek to anticipate and respond to trends and shifts
in consumer preferences by adjusting the mix of available product offerings by developing new products with innovative performance features and designs, and by marketing
our products in a persuasive and memorable fashion to drive consumer awareness and demand. Failure to anticipate or respond to consumer needs and preferences in a timely
and adequate manner could have a material adverse effect on our sales and profitability.
We compete with niche, privately-owned companies as well as a number of brands owned by large, multinational companies, such as those set forth below.
· Climb: Our climbing products and accessories, such as apparel, footwear, protection, carabiners, helmets, and harnesses, compete with products from companies such
as La Sportiva, Prana, Patagonia, Petzl, CAMP, EDELRID, and Mammut.
· Mountain: Our mountaineering products and accessories, such as backpacks, trekking poles, headlamps, and tents, compete with products from companies such as
Petzl, Deuter, Leki, Komperdell, Marmot, Mountain Hardwear, Hestra, Osprey, Salomon, and The North Face.
· Ski: Our skiing products and accessories, such as technical apparel, skis, poles, avalanche airbags and transceivers, compete with products from competitors such as
Arc’Teryx, Backcountry Access, Dynafit (Salewa), Atomic, Mammut, Marker, Ortovox, Salomon, Scarpa, Scott, and Volkl.
· Sport: We sell both bullets and ammunition to both retailers and distributors for sale to consumers but also supply bullets to OEMs who also sometimes manufacture
bullets as well. Such companies include Vista (Federal Ammunition, CCI, and Remington), Nammo, Hornady, Fiocchi, and Olin (Winchester).
In addition, in certain categories we compete with certain of our large wholesale customers who focus on the outdoor market, such as REI, Mountain Equipment Co-op and
Decathlon, which manufacture, market and distribute their own climbing, mountaineering, and skiing products under their own private labels.
Intellectual Property
We believe our registered and pending word and icon trademarks worldwide, including the Black Diamond and Diamond “C” logos, Black Diamond®, ATC ®, Camalot®,
AvaLung ®, FlickLock®, Ascension™, Time is Life®, Hexentric®, Stopper®, Dawn Patrol®, Bibler®, “Use.Design.Build.Engineer.Repeat”®, Sierra®, Sierra®
MatchKing®, Sierra® GameKing®, Sierra® BlitzKing®, Barnes®, TSX®, X Bullet®, VOR-TX® and PIEPS®, create international brand recognition for our products.
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Solely for convenience, our trademarks and tradenames referred to in this report may appear without the ® and ™ symbols, but those references are not intended to indicate,
in any way, that we will not assert, to the fullest extent under applicable law, our rights, or the right of the applicable licensor to these trademarks and tradenames.
We believe our brands have an established reputation for innovation, style, quality, design, safety, and durability, and accordingly, we actively monitor and police our brands
against infringement to ensure their viability and enforceability.
In addition to trademarks, we hold over 100 patents and patents pending worldwide for a wide variety of technologies across our product lines.
Our success with our proprietary products is generally derived from our “first mover” advantage in the market as well as our commitment to protecting our current and future
proprietary technologies and products, which acts as a deterrent to infringement of our intellectual property rights. While we believe our patent and trademark protection
policies are robust and effective, if we fail to adequately protect our intellectual property rights, competitors may manufacture and market products similar to ours. Our
principal intellectual property rights include our patents and trademarks but also include products containing proprietary trade secrets and manufacturing know-how.
We cannot be sure that we will receive patents for any of our patent applications or that any existing or future patents that we receive or license will provide competitive
advantages for our products. While we actively monitor our competitors to ensure that we do not compromise the intellectual property of others, we cannot be sure that
competitors will not challenge, invalidate or void the application of any existing or future patents that we receive or license. In addition, patent rights may not prevent our
competitors from developing, using or selling products that are in similar product niches as ours.
Seasonality
The Company’s products are outdoor activity-based, which results in seasonal variations in sales and profitability. On a calendar year basis, we generally experience our
greatest sales in the first and second quarters for certain of our products including rock climbing gear, footwear, and harnesses, and in the third and fourth quarters for our ski,
glove, ice climbing and snow safety products. Sales of these products may be negatively affected by unfavorable weather conditions and other market trends. During 2020, the
fall/winter season represents approximately 61% of our sales on a pro forma basis while spring/summer represents approximately 39% of our sales on a pro forma basis. Sales
of other products such as headlamps, lanterns, trekking poles, packs and bullets are generally balanced throughout the year.
Working capital requirements vary throughout the year. Working capital generally increases to support peak shipping periods and then generally decreases during the second
quarter of the year as accounts receivable are collected.
Environmental Matters
Our operations are subject to federal, state, and local environmental, health and safety laws and regulations, including those that impose workplace standards and regulate the
discharge of pollutants into the environment and establish standards for the handling, generation, emission, release, discharge, treatment, storage, and disposal of materials
and substances including solid and hazardous wastes. We believe that we are in material compliance with such laws and regulations. Further, the cost of maintaining
compliance has not, and we believe in the future, will not have a material adverse effect on our business, consolidated results of operations, and consolidated financial
condition. Due to the nature of our operations and the frequently changing nature of environmental compliance standards and technology, we cannot predict with any certainty
that future material capital or operating expenditures will not be required in order to comply with applicable environmental laws and regulations.
Employees
As of December 31, 2020, we had over 600 employees worldwide. We have not experienced any work stoppages or employee-related slowdowns and believe that our
relationship with employees is satisfactory.
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Executive Officers of the Registrant
The executive officers of our Company as of December 31, 2020 are as follows:
Warren B. Kanders, 63, our Executive Chairman, has served as one of our directors since June 2002 and as Executive Chairman of our Board of Directors since December
2002. Since 1990, Mr. Kanders has served as the President of Kanders & Company, Inc., a private investment firm principally owned and controlled by Mr. Kanders, which
makes investments in and provides consulting services to public and private entities. From January 1996 until its sale to BAE Systems plc on July 31, 2007, Mr. Kanders
served as the Chairman of the Board of Directors, and from April 2003 as the Chief Executive Officer, of Armor Holdings, Inc., formerly a New York Stock Exchange-listed
company and a manufacturer and supplier of military vehicles, armored vehicles, and safety and survivability products and systems to the aerospace and defense, public
safety, homeland security, and commercial markets. Mr. Kanders received an A.B. degree in Economics from Brown University.
John C. Walbrecht, 53, has served as the President of the Company since October 2017, and President of BDEL since October 2016. Before joining the Company, Mr.
Walbrecht served as the President of Mountain Hardwear from March 2016 to October 2016. Prior to Mountain Hardwear, Mr. Walbrecht served as the President and Chief
Executive Officer of Fenix Outdoors NA from January 2012 until March 2016. Mr. Walbrecht has also served in various senior roles with Brandbase, Spyder, Dr.
Martens/Airwair, and Timberland. Mr. Walbrecht holds a Master of Business Administration and a Bachelor of Science in Economics from Brigham Young University, a
Bachelor of Arts in Marketing from the University of Maryland and understudies in International Trade and Finance at Cambridge University - Trinity College.
Aaron J. Kuehne, 42, has served as our Chief Financial Officer, Secretary and Treasurer, since 2013 and as our Chief Administrative Officer since May 2016. Mr. Kuehne
previously served as the Company’s interim Chief Financial Officer, in addition to serving as its Vice President of Finance, principal financial officer and principal
accounting officer. Before joining the Company in September 2010, Mr. Kuehne served as the Corporate Controller of Certiport from August 2009 to September 2010. From
July 2004 to August 2009, Mr. Kuehne served in various capacities with KPMG LLP, most recently as Audit Manager. Mr. Kuehne received an M.B.A. degree from the
University of Utah – David Eccles School of Business in 2004 and graduated with a Bachelor of Arts degree in Accounting from University of Utah – David Eccles School of
Business in 2002. He also has been a Certified Public Accountant since 2005.
Available Information
Our Internet address is www.claruscorp.com. We make available free of charge on or through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and amendments to those reports, and the proxy statement for our annual meeting of stockholders as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the Securities and Exchange Commission. Forms 3, 4 and 5 filed with respect to our equity securities under Section 16(a)
of the Securities Exchange Act of 1934, as amended, are also available on our website. All of the foregoing materials are located at the ‘‘SEC Filings’’ tab under the section
titled “Investor Relations.” The information found on our website shall not be deemed incorporated by reference by any general statement incorporating by reference this
report into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under
such Acts.
The Securities and Exchange Commission also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file
electronically with the Securities and Exchange Commission at www.sec.gov. In addition, you may request a copy of any such materials, without charge, by submitting a
written request to: Clarus Corporation, c/o the Secretary, 2084 East 3900 South, Salt Lake City, UT 84124. The contents of the websites identified above are not incorporated
into this Annual Report on Form 10-K.
ITEM 1A. RISK FACTORS
In addition to other information contained in this Annual Report on Form 10-K, the following risk factors should be carefully considered in evaluating our business, because
such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results
could differ materially from those mentioned in any forward-looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to
be immaterial, may also impact our business, operating results, liquidity and financial condition. If any of the following risks occur, our business, operating results, liquidity
and financial condition, and the price of our common stock, could be materially adversely affected.
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Risks Related to Our Industry
Many of the products we sell are used for inherently risky outdoor pursuits and could give rise to product liability or product warranty claims and other loss
contingencies, which could affect our earnings and financial condition.
Many of our products are used in applications and situations that involve high levels of risk of personal injury and death. As a result, we maintain a staff who focus on the
appropriate disclaimers and markings and testing and seek to assure the quality and safety of our products. We stay current with the law to seek to provide thorough and
protective disclaimers and instructions on all of our products and packaging. Furthermore, our technical climbing and avalanche safety equipment and our related operations
meet and are certified to International Personal Protective Equipment (PP) standards set by the EEC or ISO 9001 quality system standards. Failure to use our products for their
intended purposes, failure to use or care for them properly, or their malfunction, or, in some limited circumstances, even correct use of our products, could result in serious
bodily injury or death.
We remain exposed to product liability claims by the nature of the products we produce. Exposure occurs if one of our products is alleged to have resulted in property
damage, bodily injury or other adverse effects. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of
dangers inherent in the product or activities associated with the product, negligence, strict liability, and a breach of warranties. Although we maintain product liability
insurance in amounts that we believe are reasonable, there can be no assurance that we will be able to maintain such insurance on acceptable terms, if at all, in the future or
that product liability claims will not exceed the amount of insurance coverage. Additionally, we do not maintain product recall insurance. As a result, product recalls or
product liability claims could have a material adverse effect on our business, results of operations and financial condition.
As a manufacturer and distributor of consumer products, we are subject to the Consumer Products Safety Act, which empowers the Consumer Products Safety Commission to
exclude from the market products that are found to be unsafe or hazardous. Under certain circumstances, the Consumer Products Safety Commission could require us to
repurchase or recall one or more of our products. Additionally, laws regulating certain consumer products exist in some cities and states, as well as in other countries in which
we sell our products, and more restrictive laws and regulations may be adopted in the future. Any repurchase or recall of our products could be costly to us and could damage
our reputation. If we were required to remove, or we voluntarily removed, our products from the market, our reputation could be tarnished and we might have large quantities
of finished products that we could not sell.
We spend substantial resources ensuring compliance with governmental and other applicable standards. However, compliance with these standards does not necessarily
prevent individual or class action lawsuits, which can entail significant cost and risk. We do not maintain insurance against many types of claims involving alleged defects in
our products that do not involve personal injury or property damage. As a result, these types of claims could have a material adverse effect on our business, results of
operations, and financial condition.
Our product liability insurance program is an occurrence-based program based on our current and historical claims experience and the availability and cost of insurance. We
carry both general and umbrella liability policies that insure us for product liability claims. The policy has a small retention, which enables us to manage and control our
product liability claims. Historically, product liability awards have not exceeded our individual per occurrence self-insured retention. We cannot assure you, however, that our
future product liability experience will be consistent with our past experience.
A substantial portion of our sales and gross profit is derived from a small number of large customers, none of whom are contractually obligated to continue buying
our products. The loss of any of these customers could substantially reduce our profits.
Sales are generally on a purchase order basis, and we do not have long-term agreements with any of our customers. A decision by any of our major customers to decrease
significantly the number of products purchased from us could substantially reduce sales and have a material adverse effect on our business, financial condition and results of
operations. Moreover, in recent years, the retail industry has experienced consolidation and other ownership changes. In the future, retailers may further consolidate, undergo
restructurings or reorganizations, realign their affiliations or reposition their stores’ target market. These developments could result in a reduction in the number of stores that
carry our products, increased ownership concentration within the retail industry, increased credit exposure, and increased retailer leverage over their suppliers. These changes
could impact our opportunities in the market and increase our reliance on a smaller number of large customers.
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We are subject to risks related to our dependence on the strength of retail economies in various parts of the world and our performance may be affected by general
economic conditions.
Our business depends on the strength of the retail economies in various parts of the world, primarily in North America, Europe and to a lesser extent, Asia, Central and South
America. These retail economies are affected primarily by factors such as consumer demand and the condition of the retail industry, which, in turn, are affected by general
economic conditions and specific events such as natural disasters, terrorist attacks, and political unrest. The impact of these external factors is difficult to predict, and one or
more of the factors could adversely impact our business, results of operations, and financial condition.
Purchases of many consumer products are discretionary and tend to be highly correlated with the cycles of the levels of disposable income of consumers. As a result, any
substantial deterioration in general economic conditions could adversely affect consumer discretionary spending patterns, our sales, and our results of operations. In
particular, decreased consumer confidence or a reduction in discretionary income as a result of unfavorable macroeconomic conditions may negatively affect our business. If
the macroeconomic environment worsens, consumers may reduce or delay their purchases of our products. Any such reduction in purchases could have a material adverse
effect on our business, financial condition, and results of operations.
Changes in the retail industry and markets for consumer products affecting our customers or retailing practices could negatively impact existing customer
relationships and our results of operations.
We sell our products to retailers, including sporting goods and specialty retailers, as well as direct to consumers. A significant deterioration in the financial condition of our
major customers could have a material adverse effect on our sales and profitability. We regularly monitor and evaluate the credit status of our customers and attempt to adjust
sales terms as appropriate. Despite these efforts, a bankruptcy filing by a key customer could have a material adverse effect on our business, results of operations, and
financial condition.
In addition, as a result of the desire of retailers to more closely manage inventory levels, there is a growing trend among retailers to make purchases on a “just-in-time” basis.
This requires us to shorten our lead time for production in certain cases and more closely anticipate demand, which could in the future require us to carry additional
inventories.
We may be negatively affected by changes in the policies of our retailer customers, such as inventory destocking, limitations on access to and time on shelf space, use of
private label brands, price demands, payment terms, and other conditions, which could negatively impact our results of operations.
There is a growing trend among retailers in the U.S. and in foreign markets to undergo changes that could decrease the number of stores that carry our products or increase the
concentration of ownership within the retail industry, including:
· consolidating their operations;
· undergoing restructurings or store closings;
· undergoing reorganizations; or
· realigning their affiliations.
These consolidations could result in a shift of bargaining power to the retail industry and in fewer outlets for our products. Further consolidations could result in price and
other competition that could reduce our margins and our net sales.
Seasonality and weather conditions may cause our operating results to vary from quarter to quarter.
Sales of certain of our products are seasonal. Sales of our outdoor recreation products such as carabineers, harnesses, and related climbing equipment products increase during
warm weather months and decrease during winter, while sales of our apparel line and winter sports equipment such as our skis and related ski equipment increase during the
cold weather months and decrease during summer. Weather conditions may also negatively impact sales. For instance, milder temperatures could prevent the formation of ice,
which may negatively affect demand for our ice climbing products, and mild winter weather with less snowfall may negatively impact sales of our winter sports products.
These factors could have a material adverse effect on our business, results of operations, and financial condition.
Global climate change trends could affect our suppliers and customers and result in increased regulation.
The effects of climate change, such as intensified rainfalls and flooding, prolonged droughts, wildfires, rising sea levels and increasing heat and humidity, can have an adverse
effect not only to our operations, but also that of our suppliers and customers, and can lead to increased regulations and changes in consumer preferences, which could
adversely affect our business, results of operations and financial condition.
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Our results of operations could be materially harmed if we are unable to accurately forecast demand for our products.
We often schedule internal production and place orders for products with independent manufacturers before our customers’ orders are firm. Therefore, if we fail to accurately
forecast customer demand, we may experience excess inventory levels or a shortage of product to deliver to our customers. Factors that could affect our ability to accurately
forecast demand for our products include:
· an increase or decrease in consumer demand for our products or for products of our competitors;
· our failure to accurately forecast customer acceptance of new products;
· new product introductions by competitors;
· unanticipated changes in general market conditions or other factors, which may result in cancellations of orders or a reduction or increase in the rate of reorders placed
by retailers;
· weak economic conditions or consumer confidence, which could reduce demand for discretionary items such as our products;
· disease epidemics and health-related concerns, which could adversely affect consumer spending; and
· terrorism or acts of war, or the threat of terrorism or acts of war, which could adversely affect consumer confidence and spending or interrupt production and
distribution of product and raw materials.
Inventory levels in excess of customer demand may result in inventory write-downs and the sale of excess inventory at discounted prices, which could have an adverse effect
on our business, results of operations, and financial condition. On the other hand, if we underestimate demand for our products, our manufacturing facilities or third-party
manufacturers may not be able to produce products to meet customer requirements, and this could result in delays in the shipment of products and lost revenues, as well as
damage to our reputation and customer relationships. There can be no assurance that we will be able to successfully manage inventory levels to exactly meet future order and
reorder requirements.
Competition in our industries may hinder our ability to execute our business strategy, achieve profitability, or maintain relationships with existing customers.
We operate in a highly competitive industry. In this industry, we compete against numerous other domestic and foreign companies. Competition in the markets in which we
operate is based primarily on product quality, product innovation, price, and customer service and support, although the degree and nature of such competition vary by
location and product line. Some of our competitors are more established in their industries and have substantially greater revenue or resources than we do. Our competitors
may take actions to match new product introductions and other initiatives. Since many of our competitors also source their products from third parties, our ability to obtain a
cost advantage through sourcing is reduced. Certain of our competitors may be willing to reduce prices and accept lower profit margins to compete with us. Further, retailers
often demand that suppliers reduce their prices on existing products. Competition could cause price reductions, reduced profits or losses or loss of market share, any of which
could have a material adverse effect on our business, results of operations, and financial condition.
To compete effectively in the future in the consumer products industry, among other things, we must:
· maintain strict quality standards;
· develop new and innovative products that appeal to consumers;
· deliver products on a reliable basis at competitive prices;
· anticipate and respond to changing consumer trends in a timely manner;
· maintain favorable brand recognition; and
· provide effective marketing support.
Our inability to do any of these things could have a material adverse effect on our business, results of operations and financial condition.
If we fail to expand existing or develop new customer relationships, our ability to grow our business will be impaired.
Our growth depends to a significant degree upon our ability to expand existing relationships with current customers or develop new customer relationships. We cannot
guarantee that new customers will be found, that any such new relationships will be successful when we do get them, or that business with current customers will increase.
Failure to develop and expand such relationships could have a material adverse effect on our business, results of operations, and financial condition.
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If we fail to adequately protect our intellectual property rights, competitors may manufacture and market products similar to ours, which could adversely affect our
market share and results of operations.
Our success with our proprietary products depends, in part, on our ability to protect our current and future technologies and products and to defend our intellectual property
rights. If we fail to adequately protect our intellectual property rights, competitors may manufacture and market products similar to ours. Our principal intellectual property
rights include our trademarks, patents, and trade secrets.
We hold numerous patents for the invention of new or improved technologies, which are known as utility patents, and pending patent applications covering a wide variety of
products. We cannot be sure that we will receive patents for any of our patent applications or that any existing or future patents that we receive or license will provide
competitive advantages for our products. We also cannot be sure that competitors will not challenge, invalidate or avoid the application of any existing or future patents that
we receive or license. In addition, patent rights may not prevent our competitors from developing, using or selling products that are similar or functionally equivalent to our
products.
Third parties may have patents, or may be awarded new patents, that may materially adversely affect our ability to market, distribute and sell our products. Accordingly, our
products, including, but not limited to, our technical climbing and backpack products, may become subject to patent infringement claims or litigation, any adverse
determination of which could have a material adverse effect on our business, results of operations, and financial condition.
Changes in foreign, cultural, political, and financial market conditions could impair our international operations and financial performance.
Some of our operations are conducted or products are sold in countries where economic growth has slowed, such as Japan, or where economies have suffered economic,
social and/or political instability or hyperinflation, including, for example, the uncertainty related to the United Kingdom’s withdrawal from the European Union (commonly
known as “Brexit”), which may have an impact on our business, particularly in the United Kingdom and in Europe. Furthermore, events such as Brexit and political
uncertainty around the effects of current or future ‘trade wars’ may create global economic uncertainty, which may cause consumers to reduce their spending.
Additionally, some of our operations are conducted or products are sold in countries where the ability to repatriate funds has been delayed or impaired in recent years. Current
government economic and fiscal policies, including stimulus measures and currency exchange rates and controls in these economies may not be sustainable and, as a result,
our sales or profits related to those countries may decline.
The economies of other foreign countries important to our operations, including other countries in Asia and Europe, could also suffer slower economic growth or economic,
social and/or political instability or hyperinflation in the future. International operations, including manufacturing and sourcing operations (and the international operations of
our customers), are subject to inherent risks which could adversely affect us, including, among other things:
· protectionist policies restricting or impairing the manufacturing, sales or import and export of our products;
· new restrictions on access to markets;
· lack of developed infrastructure;
· inflation or recession;
· devaluations or fluctuations in the value of currencies;
· changes in and the burdens and costs of compliance with a variety of foreign laws and regulations, including tax laws, accounting standards, environmental laws and
occupational health and safety laws;
· social, political or economic instability;
· acts of war and terrorism;
· natural disasters or other crises;
· reduced protection of intellectual property rights in some countries;
· increases in duties and taxation; and
· restrictions on transfer of funds and/or exchange of currencies; expropriation of assets; and other adverse changes in policies, including monetary, tax and/or lending
policies, relating to foreign investment or foreign trade by our host countries.
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Should any of these risks occur, our ability to sell or export our products or repatriate profits could be impaired and we could experience a loss of sales and profitability from
our international operations, which could have a material adverse impact on our business.
If we cannot continue to develop new products in a timely manner, and at favorable margins, we may not be able to compete effectively.
We believe that our future success will depend, in part, upon our ability to continue to introduce innovative design extensions for our existing products and to develop,
manufacture, and market new products. We cannot assure you that we will be successful in the introduction, manufacturing, and marketing of any new products or product
innovations, or develop and introduce, in a timely manner, innovations to our existing products that satisfy customer needs or achieve market acceptance. Our failure to
develop new products and introduce them successfully and in a timely manner, and at favorable margins, would harm our ability to successfully grow our business and could
have a material adverse effect on our business, results of operations, and financial condition.
Our operating results can be adversely affected by changes in the cost or availability of raw materials.
Pricing and availability of raw materials for use in our businesses can be volatile due to numerous factors beyond our control, including general, domestic, and international
economic conditions, labor costs, production levels, competition, consumer demand, import duties, and tariffs and currency exchange rates. This volatility can significantly
affect the availability and cost of raw materials for us, and may therefore have a material adverse effect on our business, results of operations, and financial condition.
During periods of rising prices of raw materials, there can be no assurance that we will be able to pass any portion of such increases on to customers. Conversely, when raw
material prices decline, customer demands for lower prices could result in lower sale prices and, to the extent we have existing inventory, lower margins. We currently do not
hedge against our exposure to changing raw material prices. As a result, fluctuations in raw material prices could have a material adverse effect on our business, results of
operations, and financial condition.
Supply shortages or changes in availability for any particular type of raw material can delay production or cause increases in the cost of manufacturing our products. We may
be negatively affected by changes in availability and pricing of raw materials, which could negatively impact our results of operations.
Changes in effective tax rates could adversely affect our results.
On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted. The Tax Act significantly revised United States corporate income tax law by, among other
things, reducing the corporate income tax rate to 21%. Prior to the 2020 U.S. election, President Biden proposed an increase in the U.S. corporate income tax rate from 21%
to 28%, doubling the rate of tax on certain earnings of foreign subsidiaries, the creation of a 10% penalty on certain imports and a 15% minimum tax on worldwide book
income. If any or all of these (or similar) proposals are ultimately enacted into law, in whole or in part, they could have a negative impact on our effective tax rate, which
could have a material adverse effect on our business, results of operations, and financial condition.
Our operations in international markets, and earnings in those markets, may be affected by legal, regulatory, political, and economic risks.
Our ability to maintain the current level of operations in our existing international markets and to capitalize on growth in existing and new international markets is subject to
risks associated with international operations. These include the burdens of complying with a variety of foreign laws and regulations, unexpected changes in regulatory
requirements, new tariffs or other barriers to some international markets. For example, any future withdrawal or renegotiation of trade agreements, and the prosecution of
trade disputes or the imposition of tariffs, duties, taxes and other charges on imports or exports between the United States and countries like China may adversely affect our
ability to operate our business and execute our growth strategy. In addition, it may be more difficult for us to enforce agreements, collect receivables, receive dividends and
repatriate earnings through foreign legal systems.
We cannot predict whether quotas, duties, taxes, exchange controls or other restrictions will be imposed by the United States, China, or other countries upon the import or
export of our products and the commodities and components used to manufacture our products, or what effect any of these actions would have on our business, financial
condition or results of operations. We cannot predict whether there might be changes in our ability to repatriate earnings or capital from international jurisdictions. Changes in
regulatory and geopolitical policies and other factors may adversely affect our business or may require us to modify our current business practices.
Approximately 39% of our sales on a pro forma basis for the year ended December 31, 2020 were earned in international markets. We are exposed to risks of changes in U.S.
policy for companies having business operations outside the United States, which could have a material adverse effect on our business, results of operations, and financial
condition.
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Our business, financial condition and results of operations and cash flows, as well as the trading price of our common stock may be negatively impacted by the
effects of a disease outbreak, epidemic, pandemic, or similar widespread public health concern, such as travel restrictions or recommendations or mandates from
governmental authorities to avoid large gatherings or to self-quarantine, whether as a result of the COVID-19 or coronavirus global pandemic or otherwise.
These impacts include, but are not limited to:
· Significant reductions in demand or significant volatility in demand for one or more of our products, which may be caused by, among other things: the temporary
inability of consumers to purchase our products due to illness, quarantine or other travel restrictions, financial hardship or adverse economic conditions, or the closure
of retail stores that market our products;
· Disruptions in our manufacturing and supply arrangements caused by constrained workforce capacity or the loss or disruption of other essential manufacturing and
supply elements such as raw materials or other finished product components, transportation, or other manufacturing and distribution capability;
· Failure of third parties on which we rely, including our suppliers, manufacturers, distributors, customers, retailers or other service providers to meet their obligations to
the Company;
· Significant changes in the political conditions in the markets in which we operate and/or manufacture, sell or distribute our products, including quarantines,
import/export restrictions, price controls, or governmental or regulatory actions, closures or travel restrictions; or
· Our ability to maintain adequate liquidity and/or meet debt covenants contained in the Company’s credit agreement if the Company is unable to resume normal
operations in a timely fashion.
Our failure to effectively manage and remedy these impacts on the Company, could have a material adverse effect on our business, financial condition, results of operations
and cash flows, as well as the trading price of our common stock.
We use foreign suppliers and manufacturing facilities for a significant portion of our raw materials and finished products, and disruptions to international trade,
such as disease epidemics or potential ‘trade wars,’ pose a risk to our business operations.
A majority of our products sold were produced by and purchased from independent manufacturers primarily located in Asia and Eastern Europe, with substantially all of the
remainder produced by our manufacturing facilities located in Utah and Missouri. Although no single supplier and no one country controls a majority of our production needs,
any of the following could materially and adversely affect our ability to produce or deliver our products and, as a result, have a material adverse effect on our business,
financial condition, and results of operations:
· political or labor instability in countries where our facilities, contractors, and suppliers are located;
· political or military conflict, which could cause a delay in the transportation of raw materials and products to us and an increase in transportation costs;
· heightened terrorism security concerns, which could subject imported or exported goods to additional, more frequent or more lengthy inspections, leading to delays in
deliveries or impoundment of goods for extended periods or could result in decreased scrutiny by customs officials for counterfeit goods, leading to lost sales,
increased costs for our anti-counterfeiting measures and damage to the reputation of our brands;
· disease epidemics and health-related concerns, such as the coronavirus, H1N1 virus, bird flu, SARS, mad cow, and hoof-and-mouth disease outbreaks in recent years,
which could result in closed factories, reduced workforces, scarcity of raw materials, and scrutiny or embargo of our goods produced in infected areas;
· imposition of regulations and quotas relating to imports and our ability to adjust timely to changes in trade regulations, which, among other things, could limit our
ability to produce products in cost-effective countries that have the labor and expertise needed;
· imposition of tariffs, duties, taxes and other charges on imports and/or exports; and
· imposition or the repeal of laws that affect intellectual property rights.
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Our business is subject to foreign, national, state, and local laws and regulations for environmental, employment, safety, and other matters. The costs of compliance
with, or the violation of, such laws and regulations by us or by independent suppliers who manufacture products for us could have an adverse effect on our
business, results of operations and financial condition.
Numerous governmental agencies in the United States and in other countries in which we have operations, enforce comprehensive national, state, and local laws and
regulations on a wide range of environmental, employment, health, safety, and other matters. We could be adversely affected by costs of compliance or violations of those
laws and regulations. In addition, the costs of products purchased by us from independent contractors could increase due to the costs of compliance by those contractors.
Further, violations of such laws and regulations could affect the availability of inventory, thereby affecting our net sales.
Changes in governmental regulation, legislation or public opinion regarding the manufacture and sale of bullets, or the possession and use of firearms and
ammunition, could adversely affect our Sierra segment and overall financial results.
The manufacture and sale of bullets by our Sierra segment, and the possession and use of firearms and ammunition by our customers, is subject to significant governmental
regulation. We hold all licenses necessary for the legal manufacture and sale of our bullets. However, federal, state or local legislatures may enact further legislation
regarding the manufacture and sale of bullets, and the possession and use of firearms and ammunition by our customers, such as point-of-sale background checks, age and
other restrictions on ammunition purchases or further licensing of ammunition dealers. Such legislation, if enacted, could materially and adversely affect the sale of bullets
that we manufacture.
The manufacture and sale of bullets, and the possession and use of firearms and ammunition, is also the subject of significant public interest and debate. If public opinion
should worsen, it may lead to boycotts of certain of our products and decreased demand for the bullets and other products we manufacture by consumers and the other
constituencies with which we deal, including suppliers, distributors and retailers, all of which could be a catalyst for potentially adverse reactions from our shareholders.
We cannot assure you that governmental regulation, legislation or public opinion regarding the manufacture and sale of bullets, or the possession and use of firearms and
ammunition, will not become more restrictive or worsen in the future. We also cannot assure you that any such negative public opinion relating to our Sierra segment would
not affect our Black Diamond segment, nor can we assure you that any such changes in governmental regulation, legislation or public opinion will not have a material adverse
effect on our business, results of operations or financial condition.
Our SKINourishment business is subject to substantial government regulation relating to personal care products that could have a material adverse effect on our
business.
Government regulation in the United States and other countries is a significant factor affecting the research, development, formulation, manufacture and marketing of our
SKINourishment skincare products. In the United States, the Food and Drug Administration’s (the “FDA”) has broad authority to regulate the design, manufacture,
formulation, marketing and sale of our SKINourishment skincare products. FDA’s regulation of personal care products includes ingredient, quality, and labeling
requirements. Also in the United States, the Federal Trade Commission (the “FTC”) has broad authority over all product advertising to ensure statements are truthful and non-
misleading. Overseas, these activities are subject to foreign governmental regulation, which is in many respects similar to regulation in the United States but which vary from
country to country. United States and foreign regulation continues to evolve, which could result in additional burdens on our SKINourishment business. If we fail to comply
with applicable regulations we may be subject to, among other things, fines, suspension or withdrawal of regulatory approvals, product recalls, operating restrictions, and
criminal prosecution. Additionally, the cost of maintaining personnel and systems necessary to comply with applicable regulations is substantial and increasing.
If the FDA or FTC disagrees with our characterization of our SKINourishment skincare products or product claims and determines that they are drug products, this could
result in a variety of enforcement actions which could require the reformulation or relabeling of any such products, the submission of information in support of the products’
claims or the safety and effectiveness of any such products, or more punitive action, all of which could have a material adverse effect on the market price of our common
stock and our business, financial condition and results of operations.
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We may incur significant costs in order to comply with environmental remediation obligations.
Environmental laws also impose obligations on various entities to clean up contaminated properties or to pay for the cost of such remediation, often upon parties that did not
actually cause the contamination. Accordingly, we may be liable, either contractually or by operation of law, for remediation costs even if the contaminated property is not
presently owned or operated by us, is a landfill or other location where we have disposed wastes, or if the contamination was caused by third parties during or prior to our
ownership or operation of the property. Given the nature of the past industrial operations conducted by us and others at these properties, there can be no assurance that all
potential instances of soil or groundwater contamination have been identified, even for those properties where an environmental site assessment has been conducted. Future
events, such as changes in existing laws or policies or their enforcement, or the discovery of currently unknown contamination, may give rise to additional remediation
liabilities that may have a material adverse effect upon our business, results of operations or financial condition.
There are significant risks associated with acquiring and integrating businesses.
Risks Related to our Business
An element of our general growth strategy is the acquisition of or investment in businesses and assets that will diversify our current business, increase size, expand our
geographic scope of operations and otherwise offer growth opportunities. We may not be able to successfully identify attractive acquisition or investment opportunities,
obtain financing for acquisitions, make acquisitions on satisfactory terms, or successfully acquire and/or integrate identified targets. In identifying, evaluating and selecting a
target business or assets for a potential acquisition or investment, we expect to encounter intense competition from other entities, including blank check companies, private
equity groups, venture capital funds, leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of these entities are well-established and have
extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical,
human and other resources than us which will give them a competitive advantage in pursuing the acquisition of certain target businesses.
Our ability to implement our acquisition strategy is also subject to other risks and costs, including:
· loss of key employees, customers or suppliers of acquired businesses;
· diversion of management’s time and attention from our core businesses;
· adverse effects on existing business relationships with suppliers and customers;
· our ability to secure necessary financing;
· our ability to realize operating efficiencies, synergies, or other benefits expected from an acquisition;
· risks associated with entering markets in which we have limited or no experience;
· risks associated with our ability to execute successful due diligence; and
· assumption of contingent or undisclosed liabilities of acquisition targets.
Any of the above risks could have a material adverse effect on the market price of our common stock and our business, financial condition and results of operations.
Our previously announced growth strategy may negatively impact our business, financial condition and results of operations.
The Company announced that it is seeking to invest in high-quality, durable, cash flow-producing assets in order to diversify our business within the outdoor and consumer
markets and potentially monetize our substantial net operating losses as part of our previously announced growth strategy. There can be no assurance as to the outcome of the
growth strategy, that any particular acquisition or investment opportunities will be consummated, that any transaction will occur, or that our net operating losses will be
monetized. In addition, our growth strategy may create perceived uncertainties as to our future direction and may result in the loss of employees, customers or business
partners.
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Turmoil across various sectors of the financial markets may negatively impact the Company’s business, financial condition, and/or operating results as well as our
ability to effectively execute our growth strategy.
Various sectors of the credit markets and the financial services industry have experienced a period of unprecedented turmoil and upheaval characterized by disruption in the
credit markets and availability of credit and other financing, the failure, bankruptcy, collapse or sale of various financial institutions and an unprecedented level of
intervention from the United States federal government. While the future recurrence of these events cannot be predicted, they may have a material adverse effect on our
ability to obtain financing necessary to effectively execute acquisitions, the ability of our customers and suppliers to continue to operate their businesses or the demand for our
products, which could have a material adverse effect on the market price of our common stock and our business, financial condition, and results of operations.
We may not be able to adequately manage our growth.
We have expanded, and are seeking to continue to expand, our business. This growth has placed significant demands on our management, administrative, operating, and
financial resources as well as our manufacturing capacity capabilities. The continued growth of our customer base, the types of products offered and the geographic markets
served can be expected to continue to place a significant strain on our resources. Personnel qualified in the production and marketing of our products are difficult to find and
hire, and enhancements of information technology systems to support growth are difficult to implement. Our future performance and profitability will depend in large part on
our ability to attract and retain additional management and other key personnel, as well as our ability to increase and maintain our manufacturing capacity capabilities to meet
the needs of our current and future customers. Any failure to adequately manage our growth could have a material adverse effect on the market price of our common stock
and our business, financial condition, and results of operations.
Our credit agreement contains financial and restrictive covenants that may limit our ability to operate our business.
The credit agreement that we and certain of our subsidiaries entered into with JPMorgan Chase Bank, N.A. on May 3, 2019 (the “Credit Agreement”) contains, and any of our
other future debt agreements may contain, covenant restrictions that limit our ability to operate our business, including, without limitation, restrictions on our and our
subsidiaries’ ability to:
· incur additional debt or create liens;
· engage in mergers, consolidations, certain divisions, liquidations or dissolutions other than in certain permitted instances described in the Credit Agreement;
· substantially change the business conducted by us or our subsidiaries; and
· pay dividends or make distributions or other restricted payments if certain conditions in the Credit Agreement are not fulfilled.
In addition, the Credit Agreement contains other customary affirmative and negative covenants, including limitations on our and our subsidiaries’ ability to perform the
following, subject to certain customary exceptions, qualifications and “baskets”: make certain investments, loans, advances, guarantees and acquisitions other than in certain
permitted instances as described in the Credit Agreement; sell assets; prepay other indebtedness; engage in certain transactions with affiliates; enter into agreements that
restrict dividends from subsidiaries or the ability of subsidiaries to grant liens upon their assets; amend certain charter documents and material agreements governing
subordinated indebtedness; and deviate from certain financial ratios described further in the Credit Agreement.
As a result of these covenants, our ability to respond to changes in business and economic conditions and to obtain additional financing, if needed, may be significantly
restricted, and we may be prevented from engaging in transactions or making acquisitions of a business that might otherwise be beneficial to us.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
Our borrowings under our credit facility are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable
rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows would decrease.
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Currency devaluations or fluctuations may significantly increase our expenses and affect our results of operations as well as the carrying value of international
assets on our balance sheet, especially where the currency is subject to intense political and other outside pressures, such as in the case of the Euro, Canadian
Dollar and Great British Pound.
While we transact business predominantly in U.S. dollars and most of our revenues are collected in U.S. dollars, a substantial portion of our assets, revenues, costs, and
earnings are denominated in other currencies, such as the Euro, Canadian dollar, and Great British pound. Changes in the relation of these and other currencies to the U.S.
dollar will affect the carrying value of our international assets as well as our sales and profitability and could result in exchange losses. For example, a devaluation of the Euro
would negatively impact the carrying value of our assets in Europe and our results of operations because the earnings and assets in Europe would be reduced when translated
into U.S. dollars.
Additionally, as the Company has substantial operations and assets located outside the United States, foreign operations expose us to foreign currency devaluations or
fluctuations that could have a material adverse impact on our business, results of operations and financial condition based on the movements of the applicable foreign
currency exchange rates in relation to the U.S. dollar, both for purposes of actual conversion and financial reporting purposes. The impact of future exchange rate devaluations
or fluctuations on our results of operations cannot be accurately predicted. There can be no assurance that the U.S. dollar foreign exchange rates will be stable in the future or
that fluctuations in financial or foreign markets will not have a material adverse effect on our business, results of operations, and financial condition.
Compliance with changing laws, regulations and standards of corporate governance and public disclosure may result in additional expenses.
Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 (the “Sarbanes Oxley Act”), the
Dodd-Frank Wall Street Reform and Consumer Protection Act, new Securities and Exchange Commission regulations and NASDAQ rules, are creating uncertainty for
companies such as ours. These new or changed laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity. As a
result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty
regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We are committed to maintaining high standards of
corporate governance and public disclosure. As a result, our efforts to comply with evolving laws, regulations, and standards have resulted in, and are likely to continue to
result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.
We could face particular challenges in maintaining and reporting on our internal control over financial reporting.
Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal control over financial reporting and requires that we have our internal
control over financial reporting audited. If we fail to maintain adequate internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties and/or
stockholder litigation. Any inability to provide reliable financial reports could harm our business and the trading price of our common stock. Section 404 of the Sarbanes-
Oxley Act also requires that our independent registered public accounting firm report on the effectiveness of the Company’s internal control over financial reporting. In
addition, acquisition targets may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the
internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
If we identify any material weaknesses or significant deficiencies in our internal control over financial reporting, we may need to take costly steps to implement improved
controls and may be subject to sanctions for failure to comply with the requirements of the Sarbanes-Oxley Act. Such remedial costs or sanctions could have a material
adverse effect on our results of operations and financial condition. Further, we would be required to disclose any material weakness in internal control over financial
reporting, and we would receive an adverse opinion on our internal control over financial reporting from our independent auditors. These factors could cause investors to lose
confidence in our reported financial information and could have a negative effect on the trading price of our stock.
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Breaches of our information systems could adversely affect our reputation, disrupt our operations, and result in increased costs and loss of revenue.
There have been an increasing number of recent global cyber security incidents affecting companies, including us. These incidents are expected to be more prevalent as a
result of work-from-home policies instituted in response to the COVID-19 global pandemic, and could cause operational failures or compromise sensitive or confidential
corporate and personal data. Because we are interconnected with and dependent on third-party vendors, we could also be adversely affected if we or any of our vendors are
subject to a successful cyber-attack or other information security event. Such cyber security incidents may result in the loss or compromise of customer, financial, or
operational data; disruption of billing, collections, or normal operating activities; disruption of electronic monitoring and control of operational systems; and delays in
financial reporting and other management functions, and our acquisition activities could increase such risk. There can be no guarantees that such a cyber incident would not
result in the unauthorized access to or the disclosure of customer data, our trade secrets or other intellectual property, or personal information of our employees. There can be
no guarantee that the disclosure of any of this information would not have a material adverse effect on our business, reputation, financial condition, and results of operations.
We continually evaluate our systems and may implement further controls and additional preventative actions to further strengthen our systems against attacks. We cannot
assure you that such measures will provide absolute security, that we will be able to react in a timely manner, or that our remediation efforts following past or future attacks
will be successful. Possible impacts associated with a cyber security incident may include, among other things, business interruption, ransom payments, the identification of
material weaknesses or significant deficiencies, remediation costs related to lost, stolen, or compromised data; repairs to data processing systems; increased cyber security
protection costs; reputational damage; and adverse effects on our compliance with privacy and other laws and regulations that are applicable to us. We have insurance
coverage to protect us against losses from certain cyber security incidents, including liability for third-party vendors who mishandle our information. However, there can be
no guarantee that every potential loss due to cyber-attack or theft of information has been insured against, nor that the limits of the insurance we have acquired will be
sufficient to cover all such losses.
Adverse publicity about the Company and/or its brands, including without limitation, through social media or in connection with brand damaging events and/or
public perception could negatively impact our business.
Negative claims or publicity involving us, our board of directors, our brands, our products, services and experiences, consumer data, or any of our key employees, endorsers,
or suppliers could seriously damage our reputation and the image of our brands, regardless of whether such claims are accurate.
Social media, which accelerates and potentially amplifies the scope of negative publicity, can increase the challenges of responding to negative claims. Adverse publicity
could also damage our reputation and the image of our brands, undermine consumer confidence in us and reduce long-term demand for our products, even if such adverse
publicity is unfounded or not material to our operations. If the reputation, culture or image of any of our brands is tarnished or if we receive negative publicity, then our sales,
financial condition and results of operations could be materially and adversely affected.
Interruptions in the proper functioning of our information systems or other issues with our enterprise resource planning systems could cause disruption to our
operations.
We heavily rely on our information systems to manage our various business operations, including our ordering, pricing, billing, inventory management, supply chain,
accounting and other processes. Our systems may be subject to damage or interruption from a variety of sources, including power outages, computer and telecommunications
failures, computer viruses, cyber security breaches, vandalism, severe weather conditions, catastrophic events, terrorism, and human error. Although we do maintain disaster
recovery measures in place which we believe to be adequate, we cannot assure you that our disaster recovery measures can account for all eventualities. If our systems are
damaged, fail to function properly, or otherwise become compromised or unavailable, we may incur substantial costs to repair or replace them, and we may experience loss of
critical data and interruptions or delays in our ability to perform critical functions, which could adversely affect our business, results of operations and financial condition.
Our information technology systems require periodic modifications, upgrades, and replacement that subject us to costs and risks, including potential disruption to our internal
control structure, substantial capital expenditures, additional administration and operating expenses, retention of sufficiently skilled personnel or outside firms to implement
and operate existing or new systems, and other risks and costs of delays or difficulties in transitioning to new or modified systems or of integrating new or modified systems
into our current systems. In addition, challenges implementing new or modified technology systems may cause disruptions in our business operations and have an adverse
effect on our business operations if not anticipated and appropriately mitigated.
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Our Board of Directors and executive officers have significant influence over our affairs.
The members of our Board of Directors and our executive officers, which includes Mr. Warren B. Kanders, beneficially own approximately 28% of our outstanding common
stock as of March 3, 2021. As a result, our Board of Directors and executive officer, to the extent they vote their shares in a similar manner, have influence over our affairs
and could exercise such influence in a manner that is not in the best interests of our other stockholders, including by attempting to delay, defer or prevent a change of control
transaction that might otherwise be in the best interests of our stockholders.
We may be unable to realize the benefits of our net operating losses and tax credit carryforwards.
Net operating losses (“NOLs”) may be carried forward to offset federal and state taxable income in future years and eliminate income taxes otherwise payable on such taxable
income, subject to certain adjustments. Based on current federal corporate income tax rates, our NOL and other carryforwards could provide a benefit to us, if fully utilized, of
significant future tax savings. However, our ability to use these tax benefits in future years will depend upon the amount of our otherwise taxable income. If we do not have
sufficient taxable income in future years to use the tax benefits before they expire, we will lose the benefit of these NOL carryforwards permanently.
Additionally, if we underwent an ownership change, the NOL carryforward limitations would impose an annual limit on the amount of the taxable income that may be offset
by our NOL generated prior to the ownership change. If an ownership change were to occur, we may be unable to use a significant portion of our NOL to offset taxable
income. In general, an ownership change occurs when, as of any testing date, the aggregate of the increase in percentage points of the total amount of a corporation’s stock
owned by one or more “5-percent shareholders” within the meaning of Section 382 of the Internal Revenue Code (“Code”) whose percentage ownership of the stock has
increased as of such date over the aggregate of the lowest percentage of the stock owned by such 5-percent shareholder at any time during the three-year period preceding such
date is more than 50 percentage points. In general, persons who own 5% or more of a corporation’s stock are 5-percent shareholders, and all stock owned by persons who are
not 5-percent shareholders is treated as owned by one 5-percent shareholder. The issuance of a large number of shares of common stock in connection with any acquisitions
could result in a limitation of the use of our NOLs.
Further, our certificate of incorporation provides for blank check preferred stock, which allows the Board to issue preferred stock at any time with rights and designations set
forth by the Board. Section 382 of the Code generally excludes preferred stock when calculating ownership percentages as they relate to our NOLs if the preferred stock
satisfies all of the following criteria: it is not entitled to vote, it is limited and preferred as to dividends and does not participate in corporate growth to any significant extent, it
has redemption and liquidation rights which do not exceed the issue price of such stock (except for a reasonable redemption or liquidation premium), and it is not convertible
into another class of stock. Our Board may authorize and issue preferred stock that does not meet these criteria, and such preferred stock would count towards determining
ownership change under Section 382 of the Code. Therefore the issuance of any preferred stock could increase the likelihood of a limitation of the use of our NOLs.
Moreover, if a corporation experiences an ownership change and does not satisfy the continuity of business enterprise, or COBE, requirement (which generally requires that
the corporation continue its historic business or use a significant portion of its historic business assets in a business for the two-year period beginning on the date of the
ownership change), it cannot, subject to certain exceptions, use any NOL from a pre-change period to offset taxable income in post-change years.
The actual ability to utilize the tax benefit of any existing NOLs will be subject to future facts and circumstances with respect to meeting the above described COBE
requirements at the time NOLs are being utilized on a tax return. The realization of NOLs and the recognition of asset and valuation allowances for deferred taxes require
management to make estimates and judgments about the Company’s future profitability which are inherently uncertain. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. If, in the opinion of
management, it becomes more likely than not that some portion or all of the deferred tax assets will not be realized, deferred tax assets would be reduced by a valuation
allowance and any such reduction could have a material adverse effect on the financial condition of the Company.
The amount of NOL and tax credit carryforwards that we have claimed has not been audited or otherwise validated by the U.S. Internal Revenue Service (the “IRS”). The IRS
could challenge our calculation of the amount of our NOL or our determinations as to when a prior change in ownership occurred, and other provisions of the Code may limit
our ability to carry forward our NOL to offset taxable income in future years. If the IRS were successful with respect to any such challenge, the potential tax benefit of the
NOL carryforwards to us could be substantially reduced.
23
Certain protective measures implemented by us to preserve our NOL may not be effective or may have some unintended negative effects.
On July 24, 2003, at our Annual Meeting of Stockholders, our stockholders approved an amendment (the “Amendment”) to our Amended and Restated Certificate of
Incorporation to restrict certain acquisitions of our securities in order to help assure the preservation of our NOL. The Amendment generally restricts direct and indirect
acquisitions of our equity securities if such acquisition will affect the percentage of the Company’s capital stock that is treated as owned by a “5% stockholder.” Additionally,
on February 7, 2008, our Board of Directors approved a rights agreement which is designed to assist in limiting the number of 5% or more owners and thus reduce the risk of
a possible “change of ownership” under Section 382 of the Code.
Although the transfer restrictions imposed on our capital stock and the rights agreement are intended to reduce the likelihood of an impermissible ownership change, there is
no guarantee that such protective measures would prevent all transfers that would result in an impermissible ownership change. These protective measures also will require
any person attempting to acquire a significant interest in us to seek the approval of our Board of Directors. This may have an “anti-takeover” effect because our Board of
Directors may be able to prevent any future takeover. Similarly, any limits on the amount of capital stock that a stockholder may own could have the effect of making it more
difficult for stockholders to replace current management. Additionally, because protective measures implemented by us to preserve our NOL will have the effect of restricting
a stockholder’s ability to acquire our common stock, the liquidity and market value of our common stock might suffer.
The loss of any member of our senior management or certain other key executives could significantly harm our business.
Our ability to maintain our competitive position is dependent to a large degree on the efforts and skills of our senior management team, including Warren B. Kanders. If we
were to lose the services of any member of our senior management, our business may be significantly impaired. In addition, many of our senior executives have strong
industry reputations, which aid us in identifying acquisition and borrowing opportunities, and having such opportunities brought to us. The loss of the services of these key
personnel could materially and adversely affect our operations because of diminished relationships with lenders, existing and prospective tenants, property sellers and industry
personnel.
Our Board of Directors may change significant corporate policies without stockholder approval.
Our investment, financing, borrowing and dividend policies and our policies with respect to all other activities, including growth, debt, capitalization and operations, will be
determined by our Board of Directors. These policies may be amended or revised at any time and from time to time at the discretion of the Board of Directors without a vote
of our stockholders. In addition, the Board of Directors may change our policies with respect to conflicts of interest provided that such changes are consistent with applicable
legal requirements. A change in these policies could have an adverse effect on our financial condition, results of operations, cash flow, per share trading price of our common
stock and ability to satisfy our debt service obligations and to pay dividends to our stockholders.
Compensation awards to our management may not be tied to or correspond with our improved financial results or share price.
The compensation committee of our Board of Directors is responsible for overseeing our compensation and employee benefit plans and practices, including our executive
compensation plans and our incentive compensation and equity-based compensation plans. Our compensation committee has significant discretion in structuring
compensation packages and may make compensation decisions based on any number of factors. As a result, compensation awards may not be tied to or correspond with
improved financial results for the Company or the share price of our common stock.
Our Amended and Restated Certificate of Incorporation authorizes the issuance of shares of preferred stock.
Risks Related to our Common Stock
Our Amended and Restated Certificate of Incorporation provides that our Board of Directors will be authorized to issue from time to time, without further stockholder
approval, up to 5,000,000 shares of preferred stock in one or more series and to fix or alter the designations, preferences, rights and any qualifications, limitations or
restrictions of the shares of each series, including the dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, including sinking fund provisions,
redemption price or prices, liquidation preferences and the number of shares constituting any series or designations of any series. Such shares of preferred stock could have
preferences over our common stock with respect to dividends and liquidation rights. We may issue additional preferred stock in ways which may delay, defer or prevent a
change in control of the Company without further action by our stockholders. Such shares of preferred stock may be issued with voting rights that may adversely affect the
voting power of the holders of our common stock by increasing the number of outstanding shares having voting rights, and by the creation of class or series voting rights.
24
Our payment of future quarterly dividends on our common stock is subject to the discretion and approval of our Board of Directors.
On August 6, 2018, the Company announced that its Board of Directors approved the initiation of the Quarterly Cash Dividend program of $0.025 per share of the
Company’s common stock or $0.10 per share on an annualized basis. We temporarily replaced the Quarterly Cash Dividend with a Quarterly Stock Dividend during portions
of the 2020 fiscal year in light of the operational impact of the COVID-19 pandemic. While we intend to pay regular Quarterly Cash Dividends for the foreseeable future, all
subsequent dividends will be reviewed quarterly and declared at the discretion and approval of our Board of Directors and will depend upon, among other things, our results
of operations, capital requirements, general business conditions, contractual restrictions under our credit facility on the payment of dividends, legal and regulatory restrictions
on the payment of dividends, and other factors our Board of Directors deems relevant. Therefore, you should not purchase our common stock if you need immediate or future
income by way of dividends from your investment. In addition, upon an event of default under our credit facility, we are prohibited from declaring or paying any dividends on
our common stock or generally making other distributions to our stockholders.
Shares of our common stock have been, and may continue to be, thinly traded, which may contribute to volatility in our stock price and less liquidity for investors.
The trading volume of our common stock has varied, and at times may be characterized as thinly traded. As a result of this thin trading market or “float” for our common
stock, our common stock has been, and may continue to be, less liquid than the common stock of companies with broader public ownership. If our common stock is thinly
traded, the trading of a relatively small volume of our common stock may have a greater impact on the trading price of our common stock than would be the case if our float
were larger. As a result, the trading prices of our common stock may be more volatile than the common stock of companies with broader public ownership, and an investor to
be unable to liquidate an investment in our common stock at attractive prices.
We cannot predict the prices at which our common stock will trade in the future. Variations in financial results, announcements of material events, changes in our dividend
policy, technological innovations or new products by us or our competitors, our quarterly operating results, changes in general conditions in the economy or the outdoor and
consumer industries, other developments affecting us or our competitors or general price and volume fluctuations in the market are among the many factors that could cause
the market price of our common stock to fluctuate substantially.
The sale of a substantial amount of our common stock in the public market could adversely affect the prevailing market price of our common stock.
We have outstanding an aggregate of 31,304,181 shares of our common stock as of March 3, 2021. This includes 6,361,903 shares of common stock that are beneficially
owned by Mr. Kanders, our Chairman of the Board, of which he has 5,340,971 hypothecated and/or pledged as security for loans from financial institutions, which
hypothecation has been in place for over ten years, and that may be sold by such financial institutions in the event of a foreclosure of these loans. The sale of a significant
amount of shares at any given time, or the perception that such sales could occur, including sales of the shares beneficially owned by Mr. Kanders, could adversely affect the
prevailing market price of our common stock.
We may issue a substantial amount of our common stock in the future, which could cause dilution to current investors and otherwise adversely affect our stock
price.
We may issue additional shares of common stock as consideration for such acquisition. These issuances could be significant. To the extent that we make acquisitions and issue
our shares of common stock as consideration, your equity interest in us will be diluted. Any such issuance will also increase the number of outstanding shares of common
stock that will be eligible for sale in the future. Persons receiving shares of our common stock in connection with these acquisitions may be more likely to sell off their
common stock, which may influence the price of our common stock. In addition, the potential issuance of additional shares in connection with anticipated acquisitions could
lessen demand for our common stock and result in a lower price than might otherwise be obtained. We may issue common stock in the future for other purposes as well,
including in connection with financings, for compensation purposes, in connection with strategic transactions or for other purposes. The issuance of a large number of shares
of common stock in connection with an acquisition could also have a negative effect on our ability to use our NOLs.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
25
ITEM 2. PROPERTIES
Our corporate headquarters, as well as our primary research, evaluation and design studios, is located in a facility owned by the Company in Salt Lake City, Utah. In addition,
at December 31, 2020, the Company and its subsidiaries lease or own facilities throughout the U.S. and Europe. In general, our properties are well maintained, considered
adequate and being utilized for their intended purposes.
The following table identifies and provides certain information regarding our principal facilities:
Activity
Location
Owned/Leased
Black Diamond Segment
Corporate Headquarters:
Black Diamond U.S. Distribution and Manufacturing Facilities:
Black Diamond European Sales and Marketing Office:
PIEPS Sales and Marketing Office:
Sierra Segment
Sierra U.S. Distribution and Manufacturing Facilities:
Barnes U.S. Distribution and Manufacturing Facilities:
ITEM 3. LEGAL PROCEEDINGS
Legal Proceedings
Salt Lake City, Utah
Salt Lake City, Utah
Innsbruck, Austria
Lebring, Austria
Sedalia, Missouri
Mona, Utah
Owned
Leased/Owned
Leased
Leased
Owned
Leased
The Company is involved in various legal disputes and other legal proceedings that arise from time to time in the ordinary course of business. Based on currently available
information, the Company does not believe that the disposition of any of the legal disputes the Company or its subsidiaries is currently involved in will have a material
adverse effect upon the Company’s consolidated financial condition, results of operations or cash flows. It is possible that, as additional information becomes available, the
impact on the Company of an adverse determination could have a different effect.
Litigation
The Company is involved in various lawsuits arising from time to time that the Company considers ordinary routine litigation incidental to its business. Amounts accrued for
litigation matters represent the anticipated costs (damages and/or settlement amounts) in connection with pending litigation and claims and related anticipated legal fees for
defending such actions, which legal fees are expensed as incurred. The costs are accrued when it is both probable that a liability has been incurred and the amount can be
reasonably estimated. The accruals are based upon the Company’s assessment, after consultation with counsel (if deemed appropriate), of probable loss based on the facts and
circumstances of each case, the legal issues involved, the nature of the claim made, the nature of the damages sought and any relevant information about the plaintiffs and
other significant factors that vary by case. When it is not possible to estimate a specific expected cost to be incurred, the Company evaluates the range of probable loss and
records the minimum end of the range. Based on currently available information, the Company does not believe that it is reasonably possible that the disposition of any of the
legal disputes the Company or its subsidiaries is currently involved in will have a material adverse effect upon the Company’s consolidated financial condition, results of
operations or cash flows. There is a reasonable possibility of loss from contingencies in excess of the amounts accrued by the Company in the accompanying consolidated
balance sheets; however, the actual amounts of such possible losses cannot currently be reasonably estimated by the Company at this time. It is possible that, as additional
information becomes available, the impact on the Company could have a different effect.
Product Liability
As a consumer goods manufacturer and distributor, the Company faces the risk of product liability and related lawsuits involving claims for substantial money damages,
product recall actions and higher than anticipated rates of warranty returns or other returns of goods. The Company is therefore vulnerable to various personal injury and
property damage lawsuits relating to its products and incidental to its business.
26
Based on current information, there are no pending product liability claims and lawsuits of the Company, which the Company believes in the aggregate, will have a material
adverse effect on the Company’s consolidated financial position, results of operations or cash flows.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
27
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
PART II
Our common stock is listed for trading on NASDAQ Global Select Market under the trading symbol “CLAR”.
Performance Graph
Set forth below is a line graph comparing the yearly percentage change in the cumulative total stockholder return on our common stock to the cumulative total return of the
NASDAQ Global Select Market Composite and the Russell 2000 Index for the period commencing on December 31, 2015 and ending on December 31, 2020 (the “Measuring
Period”). The graph assumes that the value of the investment in our common stock and the indexes was $100 on December 31, 2015. The yearly change in cumulative total
return is measured by dividing (1) the sum of (i) the cumulative amount of dividends for the Measuring Period, assuming dividend reinvestment, and (ii) the change in share
price between the beginning and end of the Measuring Period, by (2) the share price at the beginning of the Measuring Period.
Historical stock price performance should not be relied on as indicative of future stock price performance.
Total Return Analysis
Clarus Corporation
The Russell 2000 Index
NASDAQ Global Select Market
Stockholders
12/31/2015
12/31/2016
12/31/2017
12/31/2018
12/31/2019
12/31/2020
$
$
$
100.00 $
100.00 $
100.00 $
121.04 $
119.48 $
107.59 $
177.60 $
135.18 $
138.18 $
230.09 $
118.72 $
133.10 $
310.58 $
146.89 $
180.49 $
355.01
173.86
258.17
On March 3, 2021, the last reported sales price for our common stock was $18.06 per share. As of March 3, 2021, there were 76 holders of record of our common stock.
28
Dividends
On August 6, 2018, the Company announced that its Board of Directors approved the initiation of a Quarterly Cash Dividend program of $0.025 per share of the Company’s
common stock or $0.10 per share on an annualized basis. On May 1, 2020, the Company announced that, in light of the operational impact of the COVID-19 pandemic, its
Board of Directors temporarily replaced its Quarterly Cash Dividend with a Quarterly Stock Dividend. In 2020, 2019 and 2018, our total Quarterly Cash Dividends were
$1,520,000, $2,987,000 and $1,488,000, respectively. In 2020, our total Quarterly Stock Dividends were $1,533,000.
On January 29, 2021, the Company announced that its Board of Directors approved the payment on February 19, 2021 of the Quarterly Cash Dividend to the record holders
of shares of the Company’s common stock as of the close of business on February 8, 2021. The payment of any future Quarterly Cash Dividends will be at the discretion of
our Board of Directors and will depend upon, among other things, our results of operations, capital requirements, general business conditions, contractual restrictions on
payment of dividends, if any, legal and regulatory restrictions on the payment of dividends, and other factors our Board of Directors deems relevant.
Recent Sales of Unregistered Securities
None.
Recent Purchases of our Registered Equity Securities
On November 9, 2015, the Company announced that its Board of Directors authorized a stock repurchase program that allows the repurchase of up to $30,000,000 of the
Company’s outstanding common stock. No repurchases of shares of the Company’s common stock occurred during the three months ended December 31, 2020.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth certain information regarding our equity plans as of December 31, 2020:
Plan Category
Equity compensation plans approved by security holders (1)
Total
(A)
Number of securities to be
issued upon exercise of
outstanding, warrants and
rights
(B)
Weighted-average exercise
price of outstanding options,
warrants and rights
4,501,997 $
4,501,997 $
10.06
10.06
(C)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (A))
6,800,093
6,800,093
(1) Consists of stock options and restricted stock awards issued and issuable under the 2005 Stock Incentive Plan and the 2015 Stock Incentive Plan.
29
ITEM 6. SELECTED FINANCIAL DATA
Our selected financial information set forth below has been derived from our audited consolidated financial statements and should be read in conjunction with our
consolidated financial statements, including the notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Item 7 of Part
II of this Annual Report on Form 10-K. The Company acquired equity of, or certain assets or liabilities relating to, Sierra, SKINourishment and the Barnes brand of bullets on
August 21, 2017, November 6, 2018 and October 2, 2020, respectively. See Note 2. Acquisition to the notes to consolidated financial statements.
Statement of Operations Data:
Sales
Gross profit
Net income (loss)
Net income (loss) per share:
Basic
Diluted
Cash dividends declared per share
Stock dividends declared per share
Weighted average common shares outstanding for
earnings per share:
Basic
Diluted
Balance Sheet Data:
Total current assets
Total assets
$
$
$
$
2020
2019
2018
2017
2016
Year Ended December 31,
(in thousands, except per share amounts)
224,007 $
77,795
5,545
229,437 $
80,291
18,972
212,141 $
73,962
7,301
170,687 $
53,810
(673)
148,189
43,684
(8,978)
0.18
0.18
0.05 $
0.05 $
0.64
0.61
0.10 $
– $
0.24
0.24
0.05 $
– $
(0.02)
(0.02)
– $
– $
(0.30)
(0.30)
–
–
30,175
31,225
29,820
30,993
29,915
30,255
30,022
30,022
30,397
30,397
2020
2019
December 31,
2018
2017
2016
142,122 $
280,691
120,872 $
230,265
108,501 $
213,128
99,444 $
207,449
Long-term obligations, net of current
Total liabilities
36,476
76,097
24,509
49,073
25,183
46,923
24,683
44,467
Total stockholders' equity
204,594
181,192
166,205
162,982
Gross profit for the years ended December 31, 2018 and 2017, included costs of $1,049 and $2,098, respectively, related to the sale of Sierra inventory that was recorded at
fair value, less cost to sell, in purchase accounting. Gross profit for the year ended December 31, 2020, included costs of $360 related to the sale of Barnes inventory that was
recorded at fair value, less cost to sell, in purchase accounting.
30
166,945
210,457
9,042
49,649
160,808
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
Please note that in this Annual Report on Form 10-K Clarus Corporation (which may be referred to as the “Company,” “Clarus,” “we,” “our” or “us”) may use words such as
“appears,” “anticipates,” “believes,” “plans,” “expects,” “intends,” “future,” and similar expressions which constitute forward-looking statements within the meaning of the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based on our expectations and beliefs concerning future
events impacting the Company and therefore involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual
results could differ materially from those expressed or implied in the forward-looking statements.
Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by
forward-looking statements in this Annual Report on Form 10-K include, but are not limited to, the overall level of consumer demand on our products; general economic
conditions and other factors affecting consumer confidence, preferences, and behavior; disruption and volatility in the global currency, capital and credit markets; the financial
strength of the Company’s customers; the Company’s ability to implement its business strategy; the ability of the Company to execute and integrate acquisitions; changes in
governmental regulation, legislation or public opinion relating to the manufacture and sale of bullets and ammunition by our Sierra segment, and the possession and use of
firearms and ammunition by our customers; the Company’s exposure to product liability or product warranty claims and other loss contingencies; disruptions and other
impacts to the Company’s business, as a result of the COVID-19 global pandemic and government actions and restrictive measures implemented in response; stability of the
Company’s manufacturing facilities and suppliers, as well as consumer demand for our products, in light of disease epidemics and health-related concerns such as the
COVID-19 global pandemic; the impact that global climate change trends may have on the Company and its suppliers and customers; the Company's ability to protect patents,
trademarks and other intellectual property rights; any breaches of, or interruptions in, our information systems; the ability of our information technology systems or
information security systems to operate effectively, including as a result of security breaches, viruses, hackers, malware, natural disasters, vendor business interruptions or
other causes; our ability to properly maintain, protect, repair or upgrade our information technology systems or information security systems, or problems with our
transitioning to upgraded or replacement systems; the impact of adverse publicity about the Company and/or its brands, including without limitation, through social media or
in connection with brand damaging events and/or public perception; fluctuations in the price, availability and quality of raw materials and contracted products as well as
foreign currency fluctuations; our ability to utilize our net operating loss carryforwards; changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic
risks; and the Company’s ability to maintain a quarterly dividend. More information on potential factors that could affect the Company’s financial results can be found under
Item 1A. Risk Factors of this Annual Report on Form 10-K. All forward-looking statements included in this Annual Report on Form 10-K are based upon information
available to the Company as of the date of this Annual Report on Form 10-K, and speak only as the date hereof. We assume no obligation to update any forward-looking
statements to reflect events or circumstances after the date of this Annual Report on Form 10-K.
Overview
Headquartered in Salt Lake City, Utah, Clarus, a company focused on the outdoor and consumer industries, is seeking opportunities to acquire and grow businesses that can
generate attractive shareholder returns. The Company has net operating tax loss carryforwards which it is seeking to redeploy to maximize shareholder value. Clarus’ primary
business is as a leading designer, developer, manufacturer and distributor of outdoor equipment and lifestyle products focused on the climb, ski, mountain, sport and skincare
markets. The Company’s products are principally sold under the Black Diamond®, Sierra®, Barnes®, PIEPS® and SKINourishment® brand names through outdoor specialty
and online retailers, distributors and original equipment manufacturers throughout the U.S. and internationally.
Through our Black Diamond, PIEPS, and SKINourishment brands, we offer a broad range of products including: high-performance, activity-based apparel (such as shells,
insulation, midlayers, pants and logowear); rock-climbing footwear and equipment (such as carabiners, protection devices, harnesses, belay devices, helmets, and ice-climbing
gear); technical backpacks and high-end day packs; trekking poles; headlamps and lanterns; gloves and mittens; and skincare and other sport-enhancing products. We also
offer advanced skis, ski poles, ski skins, and snow safety products, including avalanche airbag systems, avalanche transceivers, shovels, and probes. Through our Sierra and
Barnes brands, we manufacture a wide range of high-performance bullets and ammunition for both rifles and pistols that are used for precision target shooting, hunting and
military and law enforcement purposes.
Clarus, incorporated in Delaware in 1991, acquired Black Diamond Equipment, Ltd. (“Black Diamond Equipment”) in May 2010 and changed its name to Black Diamond,
Inc. in January 2011. In October 2012, we acquired PIEPS Holding GmbH and its subsidiaries (collectively, “PIEPS”).
31
On August 14, 2017, the Company changed its name from Black Diamond, Inc. to Clarus Corporation and its stock ticker symbol from “BDE” to “CLAR” on the NASDAQ
stock exchange. On August 21, 2017, the Company acquired Sierra Bullets, L.L.C. (“Sierra”). On November 6, 2018, the Company acquired the assets of SKINourishment,
Inc. (“SKINourishment”).
On October 2, 2020, the Company completed the acquisition of certain assets and liabilities constituting the Barnes business (“Barnes”) for a purchase price of $30,500,000.
On August 6, 2018, the Company announced that its Board of Directors approved the initiation of a quarterly cash dividend program of $0.025 per share of the Company’s
common stock (the “Quarterly Cash Dividend”) or $0.10 per share on an annualized basis. The declaration and payment of future Quarterly Cash Dividends is subject to the
discretion of and approval of the Company’s Board of Directors. On May 1, 2020, the Company announced that, in light of the operational impact of the COVID-19
pandemic, its Board of Directors temporarily replaced its Quarterly Cash Dividend with a stock dividend (the “Quarterly Stock Dividend”). In 2020, 2019 and 2018, our total
Quarterly Cash Dividends were $1,520,000, $2,987,000 and $1,488,000, respectively. In 2020, our total Quarterly Stock Dividends were $1,533,000. On January 29, 2021,
the Company announced that its Board of Directors approved the payment on February 19, 2021 of the Quarterly Cash Dividend to the record holders of shares of the
Company’s common stock as of the close of business on February 8, 2021.
Impact of COVID-19
The global outbreak of COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020, with
governments world-wide implementing safety measures restricting travel and requiring citizen lockdowns and self-confinements for quarantining purposes. This has
negatively affected the U.S. and global economy, disrupted global supply chains, and resulted in significant transport restrictions and disruption of financial markets. The
impact of this pandemic has created significant uncertainty in the global economy and has affected our business, employees, retail and distribution partners, suppliers, and
customers.
We experienced a decline in retail demand within our Black Diamond segment beginning in the second half of March 2020 through December 2020, which negatively
impacted our sales and profitability for the first, second, third and fourth quarters of 2020. We also expect a continued impact on the Company’s sales and profitability in
future periods. The duration of these trends and the magnitude of such impacts cannot be precisely estimated at this time, as they are affected by a number of factors (some of
which are outside management’s control), including those presented in Item 1A. Risk Factors.
We have mitigated some of the negative impacts to our operating results by taking significant actions to improve our current operating results and liquidity position, including
drawing on the credit facility, suspending share repurchases, temporarily suspending cash dividends, postponing non-essential capital expenditures, reducing operating costs,
modulating production in line with demand, and substantially reducing discretionary spending. We will continue to adjust mitigation measures as needed related to health and
safety. Those measures have and might continue to include temporarily suspending manufacturing or retail operations, modifying workspaces, continuing social distancing
policies, implementing new personal protective equipment or health screening policies at our facilities, or such other industry best practices needed to continue maintain a
healthy and safe environment for our employees amidst the pandemic.
These countermeasures partially mitigated the impacts of COVID-19 on our full year 2020 financial results. As the impact of the COVID-19 pandemic on the economy and
our operations evolves, we will continue to assess the impact on the Company and respond accordingly.
Sustained adverse impacts to the Company, certain of its suppliers, dealers or customers may also affect the Company’s future cash flows, liquidity, and valuation of certain
assets and therefore may increase the likelihood of an impairment charge, write-off, or reserve associated with such assets, including goodwill, indefinite and finite-lived
intangible assets, property and equipment, inventories, accounts receivable, net deferred tax assets, and other assets.
Critical Accounting Policies and Use of Estimates
Management’s discussion of our financial condition and results of operations is based on the consolidated financial statements, which have been prepared in accordance with
U.S. generally accepted accounting principles (“GAAP”). The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements. Estimates also affect the reported
amounts of revenues and expenses during the reporting periods. We continually evaluate our estimates and assumptions including those related to derivatives, revenue
recognition, income taxes and valuation of long-lived assets, goodwill and other intangible assets. We base our estimates on historical experience and other assumptions that
are believed to be reasonable under the circumstances. Actual results could differ from these estimates.
32
We believe the following critical accounting policies include the more significant estimates and assumptions used in the preparation of our consolidated financial statements.
Our accounting policies are more fully described in Note 1 of our consolidated financial statements.
· Fair value of net assets acquired in business combinations – We allocate the purchase price of acquired companies to the tangible and intangible assets acquired and
liabilities assumed based on their estimated fair values. The excess of the purchase price over these fair values is recorded as goodwill. We engage independent third-party
valuation specialists to assist us in determining the fair values of certain assets acquired and liabilities assumed. Such valuations require management to make significant
estimates and assumptions, especially with respect to intangible assets. Different valuations approaches are used to value different types of intangible assets. The income
approach is a valuation technique that capitalizes anticipated income associated with the asset being valued. This approach is predicated on developing net income and
cash flow projections which are discounted for risk and the time value of money. This approach is generally the principal approach to the valuation of most intangible
assets. The market approach involves the compilation and analysis of recent acquisitions of similar assets in the open market. A fair value can be estimated after
adjustments are made to reflect comparability differences between the assets sold and those being valued. This method of valuation applies primarily to the valuation of
owned land and certain intangible assets. The cost approach estimates the amount that would be required to replace the service capacity of an asset (often referred to as
current replacement cost). We typically apply all three approaches to estimate the fair value of our tangible and intangible tangible assets depending on the type of asset
acquired.
Significant estimates in valuing certain intangible assets include but are not limited to the projected financial information related to each individual asset, particularly
forecasted sales growth rates, cash flows, market-based royalty rates and estimated discount rates. Developed technology and trademarks are valued using the relief-from-
royalty method, and customer relationships are valued using the multi-period excess earnings model. The relief-from-royalty method is used to estimate the cost savings
that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The multi-period
excess earnings method supposes that the owner of the intangible asset is able to achieve a return in excess of that received without the intangible asset through enhanced
revenues or cost savings. Our discounted cash flow estimates use discount rates that correspond to a weighted-average cost of capital consistent with a market-participant
view. The discount rates are consistent with those used for investment decisions and take into account our operating plans and strategies. Management’s estimates of fair
value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. If we do not achieve the results reflected in the
assumptions and estimates, our goodwill impairment evaluations could be adversely affected, and we may impair a portion or all of our intangible assets, which would
adversely affect our operating results in the period of impairment.
· Income taxes – We account for income taxes using the asset and liability method. The asset and liability method provides that deferred tax assets and liabilities are
recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss
and tax credit carryforwards. We may make assumptions, judgments and estimates in order to determine the future taxable income available to support the recoverability of
deferred tax assets at a more-likely-than-not threshold. The sources of future taxable income include 1) future reversal of existing taxable temporary differences, 2) taxable
income in carryback years if carryback is permitted, 3) future taxable income from future operations, and 4) tax planning strategies. The degree and subjectivity and
judgment increases as the source of future taxable income becomes more inherently subjective. Our assumptions, judgments and estimates relative to the realizability of a
deferred tax asset take into account predictions of the amount and category of expected future taxable income. Actual operating results and the underlying amount and
category of income in future years could cause our current assumptions, judgments and estimates of recoverable net deferred taxes to be inaccurate. Changes in any of the
assumptions, judgments and estimates mentioned above related to the realizability of deferred tax assets, could materially affect our financial position and results of
operations.
· Goodwill and intangible assets – We assess the recoverability of our one reporting unit’s carrying value of goodwill by performing a qualitative assessment and/or a
quantitative goodwill impairment test. At a minimum, we perform an annual assessment of possible goodwill impairment as of each December 31. Management may
perform an interim goodwill impairment assessment whenever events or circumstances make it more likely than not that an impairment may have occurred, such as a
significant adverse change in the business climate or a decision to sell or dispose of the reporting unit. If we begin with a qualitative assessment and are able to support the
conclusion that it is not more likely than not that the fair value of the reporting unit is less than its carrying value, we are not required to perform the quantitative goodwill
impairment test. Otherwise, we are required to perform the quantitative goodwill impairment test which compares the reporting unit’s carrying value including goodwill to
its estimated fair value. We estimate the reporting unit’s fair value using either the income approach based upon projected discounted cash flows of the reporting unit or the
market approach based upon comparable market acquisition transactions. If the estimated fair value of the reporting entity exceeds the carrying value, the goodwill is not
impaired, and no further review is required. However, if the carrying value exceeds the estimated fair value of the reporting unit, an impairment expense should be
recognized for the excess of the carrying value over the fair value.
33
Under the income approach, the estimated discounted cash flows are based on the best information available to us at the time, including supportable assumptions and
projections we believe are reasonable. Our discounted cash flow estimates use discount rates that correspond to a weighted-average cost of capital consistent with a
market-participant view. The discount rates are consistent with those used for investment decisions and take into account our operating plans and strategies. Certain other
key assumptions utilized, including revenue projections, costs of goods sold, operating expenses and effective tax rates, are based on estimates consistent with those utilized
in our annual budgeting and planning process that we believe are reasonable. However, if we do not achieve the results reflected in the assumptions and estimates, our
goodwill impairment evaluations could be adversely affected, and we may impair a portion or all of our goodwill, which would adversely affect our operating results in the
period of impairment.
The market approach identifies the EBITDA multiples of recent industry and competitor acquisitions. The reporting unit’s current EBITDA is multiplied by the median
industry and competitor acquisition market multiple to estimate its current estimated fair value. If the market multiples or EBITDA value assumptions are incorrect, our
goodwill impairment evaluation could also be adversely affected, and we may impair a portion or all of our goodwill, which would adversely affect our operating results in
the period of impairment. As a result of the current wide swings in market multiples resulting from industry acquisitions, management believes that the income approach
provides for a more accurate estimate of the reporting unit’s fair value.
No impairment was recorded during the years ended December 31, 2020, 2019, and 2018. During the first quarter of 2019, we early adopted Accounting Standards Update
2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which removed the requirement to perform the previous two-step
goodwill impairment test.
We also test indefinite-lived intangible assets for impairment at least annually during the fourth quarter, generally on December 31. Management may perform an interim
indefinite-lived intangible asset impairment assessment whenever events or circumstances make it more likely than not that an impairment may have occurred, such as a
significant adverse change in the business climate or a decision to sell or dispose of the reporting unit. If the carrying value of the indefinite-lived asset is higher than its
fair value, then the asset is deemed to be impaired and the impairment charge is estimated as the difference. The Company calculates the fair value of its indefinite-lived
intangible assets using the income approach, specifically the relief-from-royalty method. The relief-from-royalty method is used to estimate the cost savings that accrue to
the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. Internally forecasted revenues,
which the Company believes reasonably approximate market participant assumptions, are multiplied by a royalty rate to arrive at the estimated net after tax cost savings.
The royalty rate used in the analysis is based on an analysis of empirical, market-derived royalty rates for comparable intangible assets. The net after tax cost savings are
discounted using the same weighted-average cost of capital discount rate developed for purposes of the Company's quantitative goodwill impairment test. The key
uncertainties in these calculations are the assumptions used in determining the revenue associated with each indefinite-lived intangible asset and the royalty rate. If we do
not achieve the results reflected in the assumptions and estimates, our indefinite-lived intangibles impairment evaluations could be adversely affected, and we may impair a
portion or all of their carrying values, which would adversely affect our operating results in the period of impairment.
Recent Accounting Pronouncements
See “Recent Accounting Pronouncements” in Note 1 to the notes to consolidated financial statements.
34
Results of Operations (In Thousands)
Consolidated Year Ended December 31, 2020 Compared to Consolidated Year Ended December 31, 2019
The following presents a discussion of consolidated operations for the year ended December 31, 2020, compared with the consolidated year ended December 31, 2019:
Sales
Domestic sales
International sales
Total sales
Cost of goods sold
Gross profit
Operating expenses
Selling, general and administrative
Restructuring charge
Transaction costs
Total operating expenses
Operating income
Other (expense) income
Interest expense, net
Other, net
Total other expense, net
Income before income tax
Income tax benefit
Net income
Sales
Year Ended December 31,
2020
2019
132,226 $
91,781
224,007
146,212
77,795
71,428
-
2,433
73,861
3,934
(1,261)
912
(349)
3,585
(1,960)
5,545 $
121,751
107,686
229,437
149,146
80,291
68,680
13
166
68,859
11,432
(1,358)
(93)
(1,451)
9,981
(8,991)
18,972
$
$
Consolidated sales decreased $5,430, or 2.4%, to $224,007 during the year ended December 31, 2020, compared to consolidated sales of $229,437 during the year ended
December 31, 2019. We believe lower consumer demand related to the COVID-19 pandemic drove a decrease in the quantity of new and existing climb, mountain, and ski
products sold during the period. These decreases were partially offset by an increase in the quantity of new and existing sport products sold by Sierra of $16,729 and the
inclusion of Barnes, which contributed $6,556. We also experienced an increase in sales of $606 due to the weakening of the U.S. dollar against foreign currencies during the
year ended December 31, 2020 compared to the prior period.
Consolidated domestic sales increased $10,475, or 8.6%, to $132,226 during the year ended December 31, 2020, compared to consolidated domestic sales of $121,751 during
the year ended December 31, 2019. The increase in sales was attributable to the increase in the quantity of new and existing sport products sold by Sierra of $17,873 and the
inclusion of Barnes, which contributed $6,179. We believe this increase was partially offset by a decrease in domestic sales due to lower consumer demand related to the
COVID-19 pandemic, which drove a decrease in the quantity of new and existing climb, mountain, and ski products sold during the period.
Consolidated international sales decreased $15,905, or 14.8%, to $91,781 during the year ended December 31, 2020, compared to consolidated international sales of $107,686
during the year ended December 31, 2019. We believe the decrease in international sales was attributable to lower consumer demand related to the COVID-19 pandemic,
which drove a decrease in the quantity of new and existing climb, mountain, and ski products sold during the period. We also experienced a decrease in the quantity of new
and existing sport products sold by Sierra of $1,143. These decreases were partially offset by the inclusion of Barnes, which contributed $376. We also experienced an
increase in sales of $606 due to the weakening of the U.S. dollar against foreign currencies during the year ended December 31, 2020 compared to the prior period.
35
Cost of Goods Sold
Consolidated cost of goods sold decreased $2,934, or 2.0%, to $146,212 during the year ended December 31, 2020, compared to consolidated cost of goods sold of $149,146
during the year ended December 31, 2019. The decrease in cost of goods sold was primarily attributable to a decrease in the number of units sold due to lower consumer
demand related to the COVID-19 pandemic.
Gross Profit
Consolidated gross profit decreased $2,496 or 3.1%, to $77,795 during the year ended December 31, 2020, compared to consolidated gross profit of $80,291 during the year
ended December 31, 2019. Consolidated gross margin was 34.7% during the year ended December 31, 2020, compared to a consolidated gross margin of 35.0% during the
year ended December 31, 2019. Consolidated gross margin during the year ended December 31, 2020, decreased compared to the prior year due to unfavorable impacts on
our supply chain and logistic activities due to the COVID-19 pandemic. Gross margin benefited from the inclusion of Barnes; however, this benefit was offset by a decrease in
gross margin of 0.2% due to the sale of inventory that was recorded at its preliminary fair value in purchase accounting during the year ended December 31, 2020.
Selling, General and Administrative
Consolidated selling, general, and administrative expenses increased $2,748, or 4.0%, to $71,428 during the year ended December 31, 2020, compared to consolidated selling,
general and administrative expenses of $68,680 during the year ended December 31, 2019. The increase in selling, general and administrative expenses is due to the inclusion
of Barnes, which contributed $1,698, and an increase of stock compensation of $3,842 during the year ended December 31, 2020 compared to the prior year. The increase
was partially offset by the cost-saving initiatives implemented in response to the COVID-19 pandemic, primarily related to reductions within sales, marketing, and logistics.
Restructuring Charges
Consolidated restructuring expense decreased to $0 during the year ended December 31, 2020, compared to consolidated restructuring expense of $13 during the year ended
December 31, 2019. Restructuring expenses incurred during the year ended December 31, 2019, related to costs associated with the formal closure and liquidation of the
Company’s Black Diamond Equipment manufacturing operations in Zhuhai, China.
Transaction Costs
Consolidated transaction expense increased to $2,433 during the year ended December 31, 2020, compared to consolidated transaction costs of $166 during the year ended
December 31, 2019, which consisted of expenses related to the Company’s various acquisition efforts and capital-raising activities, including acquiring Barnes and completing
a registered direct offering (the “Offering”).
Interest Expense, net
Consolidated interest expense, net during the year ended December 31, 2020 remained relatively consistent with consolidated interest expense, net, during the year ended
December 31, 2019.
Other, net
Consolidated other, net, increased $1,005, or 1,080.6%, to income of $912 during the year ended December 31, 2020, compared to consolidated other, net expense of $93
during the year ended December 31, 2019. The increase in other, net, was primarily attributable to an increase in remeasurement gains recognized on the Company’s foreign
denominated accounts receivable and accounts payable. This increase was partially offset by losses on mark-to-market adjustments on non-hedged foreign currency contracts.
Income Taxes
Consolidated income tax benefit decreased $7,031, or 78.2%, to $1,960 during the year ended December 31, 2020, compared to a consolidated income tax benefit of $8,991
during the same period in 2019. Our effective income tax rate was a benefit of 54.7% for the year ended December 31, 2020, and differed compared to the statutory tax rates
due to a release of a partial valuation allowance of the deferred tax assets and discrete charges recorded during the period. For the year ended December 31, 2019, our
effective income tax rate was a benefit of 90.1% and differed compared to the statutory tax rates due to a release of certain valuation allowances and a discrete benefit
associated with stock compensation windfall. Factors that could cause our annual effective tax rate to differ materially from our quarterly effective tax rates include changes
in the geographic mix of taxable income and discrete events that may occur.
36
Consolidated Year Ended December 31, 2019 Compared to Consolidated Year Ended December 31, 2018
The following presents a discussion of consolidated operations for the year ended December 31, 2019 compared with the consolidated year ended December 31, 2018:
Sales
Domestic sales
International sales
Total sales
Cost of goods sold
Gross profit
Operating expenses
Selling, general and administrative
Restructuring charge
Transaction costs
Total operating expenses
Operating income
Other expense
Interest expense, net
Other, net
Total other expense, net
Income before income tax
Income tax benefit
Net income
Sales
Year Ended December 31,
2019
2018
121,751 $
107,686
229,437
149,146
80,291
68,680
13
166
68,859
11,432
(1,358)
(93)
(1,451)
9,981
(8,991)
18,972 $
112,537
99,604
212,141
138,179
73,962
65,151
137
503
65,791
8,171
(1,339)
(359)
(1,698)
6,473
(828)
7,301
$
$
Consolidated sales increased $17,296, or 8.2%, to $229,437 during the year ended December 31, 2019, compared to consolidated sales of $212,141 during the year ended
December 31, 2018. The increase in sales was attributable to the increase in the quantity of new and existing climb, mountain, and ski products sold during the period. These
increases were partially offset by a decrease in the quantity of new and existing sport products sold during the period and a decrease in sales of $2,603 due to the strengthening
of the U.S. dollar against foreign currencies during the year ended December 31, 2019 compared to the prior period.
Consolidated domestic sales increased $9,214, or 8.2%, to $121,751 during the year ended December 31, 2019, compared to consolidated domestic sales of $112,537 during
the year ended December 31, 2018. The increase in domestic sales was attributable to an increase in the quantity of new and existing climb, mountain, and ski products sold
during the year ended December 31, 2019. These increases were partially offset by a decrease in the quantity of new and existing sport products sold during the period.
Consolidated international sales increased $8,082, or 8.1%, to $107,686 during the year ended December 31, 2019, compared to consolidated international sales of $99,604
during the year ended December 31, 2018. The increase in international sales was attributable to the increase in the quantity of new and existing climb, mountain, and ski
products sold during the year ended December 31, 2019. These increases were partially offset by a decrease in the quantity of new and existing sport products sold during the
period and a decrease in sales of $2,603 due to the strengthening of the U.S. dollar against foreign currencies during the year ended December 31, 2019 compared to the prior
period.
37
Cost of Goods Sold
Consolidated cost of goods sold increased $10,967, or 7.9%, to $149,146 during the year ended December 31, 2019, compared to consolidated cost of goods sold of $138,179
during the year ended December 31, 2018. The increase in cost of goods sold was attributable to an increase in the number of units sold.
Gross Profit
Consolidated gross profit increased $6,329, or 8.6%, to $80,291 during the year ended December 31, 2019, compared to consolidated gross profit of $73,962 during the year
ended December 31, 2018. Consolidated gross margin was 35.0% during the year ended December 31, 2019, compared to a consolidated gross margin of 34.9% during the
year ended December 31, 2018. Consolidated gross margin during the year ended December 31, 2019, increased compared to the prior year due to a favorable product mix in
higher margin products. Gross margin during the year ended December 31, 2018 included a decrease in gross margin of 0.5% due to the sale of inventory that was recorded at
its fair value in purchase accounting.
Selling, General and Administrative
Consolidated selling, general, and administrative expenses increased $3,529, or 5.4%, to $68,680 during the year ended December 31, 2019, compared to consolidated selling,
general and administrative expenses of $65,151 during the year ended December 31, 2018. The increase in selling, general and administrative expenses was attributable to the
Company’s continued investments in the brand related activities of research and development, marketing, direct-to-consumer, and warehousing and logistics, focused on
supporting its strategic initiatives around new product introductions, elevating brand awareness, and being easier to do business with. Stock compensation also increased $297
during the year ended December 31, 2019 compared to the prior year.
Restructuring Charges
Consolidated restructuring expense decreased $124, or 90.5%, to $13 during the year ended December 31, 2019, compared to consolidated restructuring expense of $137
during the year ended December 31, 2018. Restructuring expenses incurred during the year ended December 31, 2019 and 2018, related to costs associated with the formal
closure and liquidation of the Company’s Black Diamond Equipment manufacturing operations in Zhuhai, China.
Transaction Costs
Consolidated transaction expense decreased to $166 during the year ended December 31, 2019, compared to consolidated transaction costs of $503 during the year ended
December 31, 2018, which consisted of expenses related to the Company’s acquisition of Sierra.
Interest Expense, net
Consolidated interest expense, net increased $19, or 1.4%, to $1,358 during the year ended December 31, 2019, compared to consolidated interest expense, net, of $1,339
during the year ended December 31, 2018. Interest expense recognized during the year ended December 31, 2019 was primarily associated with the average outstanding debt
amounts during the period. Interest expense recognized during the year ended December 31, 2018 was primarily attributable to the write-off of previously capitalized
origination costs and interest expense associated with the average outstanding debt amounts during the period.
Other, net
Consolidated other, net, decreased $266, or 74.1%, to expense of $93 during the year ended December 31, 2019, compared to consolidated other, net expense of $359 during
the year ended December 31, 2018. The decrease in other, net, was primarily attributable to a decrease in remeasurement losses recognized on the Company’s foreign
denominated accounts receivable and accounts payable and a decrease in gains on mark-to-market adjustments on non-hedged foreign currency contracts. During the year
ended December 31, 2018, the expense included losses related to recognition of cumulative translation adjustments due to the substantial liquidation of a foreign entity.
Income Taxes
Consolidated income tax benefit increased $8,163, or 985.9%, to $8,991 during the year ended December 31, 2019, compared to a consolidated income tax benefit of $828
during the same period in 2018. The tax benefit recorded during the year ended December 31, 2019 includes a release of certain valuation allowances of $13,490 and a
discrete benefit associated with stock compensation windfall for $368.
38
Our effective income tax rate was a benefit of 90.1% for the year ended December 31, 2019, compared to a benefit of 12.8% for the same period in 2018. The primary reasons
for the effective income tax rate changes are due to differing levels of income before income tax, release of a partial valuation allowance of the deferred tax assets, and
discrete charges recorded during the respective periods. Factors that could cause our annual effective tax rate to differ materially from our quarterly effective tax rates include
changes in the geographic mix of taxable income and discrete events that may occur.
Liquidity and Capital Resources (In Thousands)
Consolidated Year ended December 31, 2020 Compared to Consolidated Year ended December 31, 2019
Our primary ongoing funding requirements are for working capital, expansion of our operations (both organically and through acquisitions) and general corporate needs, as
well as investing activities associated with the expansion into new product categories. We plan to fund these activities through a combination of our future operating cash
flows and revolving credit facility which had approximately $44,400 available to borrow at December 31, 2020. We believe that our liquidity requirements for at least the
next 12 months will be adequately covered by cash provided by operations and our existing revolving credit facility. However, as the impact of the COVID-19 pandemic on
the economy and our operations evolves, we will continue to assess our liquidity needs. The COVID-19 pandemic has negatively affected the U.S. and global economies,
disrupted global supply chains, and resulted in significant travel and transport restrictions and disruption of financial markets. An extended period of global supply chain and
economic disruption could materially affect our business, results of operations, ability to meet debt covenants, access to sources of liquidity and financial condition. Given the
economic uncertainty as a result of the pandemic, we have taken actions to improve our current liquidity position, including drawing on the credit facility, suspending share
repurchases and cash dividends, postponing nonessential capital expenditures, reducing operating costs, modulating production in line with demand, initiating workforce
reductions and furloughs, and substantially reducing discretionary spending.
Further, on April 30, 2020, we borrowed $20,000 under the term loan portion of the Credit Agreement (as defined below) to increase our overall liquidity. The Company is
required to repay the term loan through quarterly payments of $1,000 each beginning with September 30, 2020, and any remaining obligations will be repaid in full on the
maturity date of the Credit Agreement of May 3, 2024. On November 12, 2020, the Company and certain of its direct and indirect domestic subsidiaries (each, a “Borrower”
and, collectively, the “Borrowers”) entered into Amendment No. 2 (the “Amendment No. 2”) to that certain Credit Agreement, dated May 3, 2019 with JPMorgan Chase
Bank, N.A., as administrative agent, and the lenders from time to time party thereto (as amended, the “Credit Agreement”). Amendment No. 2 increased the maximum
consolidated total leverage ratio permitted under the Credit Agreement to 4.00:1.00 from 3.00:1.00. In addition, Amendment No. 2 permits, among other things, the issuance
by the Company of debt securities, that may be convertible into equity interests of the Company, in an aggregate principal amount of up to $125,000, and eliminates the
requirement that the proceeds therefrom be used to prepay any revolving loans or term loans under the Credit Agreement.
Additionally, during the year ended December 31, 2020, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with three existing
stockholders of the Company. Pursuant to the Securities Purchase Agreement, the Company sold its common stock in the Offering. The net proceeds to the Company from
the Offering were $11,151, after deducting estimated Offering expenses payable by the Company, and were used to pay down amounts outstanding on our revolving loan
commitment. The Offering was made pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-218751), previously filed with and declared
effective by the Securities and Exchange Commission.
At December 31, 2020, we had total cash of $17,789, compared to a cash balance of $1,703 at December 31, 2019, which was substantially controlled by the Company’s U.S.
entities. At December 31, 2020, the Company had $4,859 of the $17,789 in cash held by foreign entities, of which $1,396 is considered permanently reinvested.
The following presents a discussion of cash flows for the consolidated year ended December 31, 2020 compared with the consolidated year ended December 31, 2019.
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by (used in) financing activities
Effect of foreign exchange rates on cash
Change in cash
Cash, beginning of year
Cash, end of year
39
Year Ended December 31,
2020
2019
$
$
29,392 $
(35,582)
22,254
22
16,086
1,703
17,789
$
9,522
(4,096)
(6,286)
77
(783)
2,486
1,703
Net Cash From Operating Activities
Consolidated net cash provided by operating activities was $29,392 during the year ended December 31, 2020 compared to consolidated net cash provided by operating
activities of $9,522 during the year ended December 31, 2019. The increase in net cash provided by operating activities during 2020 is primarily due to an increase in net
operating assets, or non-cash working capital, of $22,652, stock compensation of $3,842, and deferred taxes of $5,794 partially offset by a decrease in net income during the
year ended December 31, 2020, compared to the same period in 2019.
Free cash flow, defined as net cash provided by operating activities less capital expenditures, of $23,981 was generated during the year ended December 31, 2020 compared to
$5,406 generated during the same period in 2019. The Company believes that the non-GAAP measure, free cash flow, provides an understanding of the capital required by
the Company to expand its asset base. A reconciliation of free cash flows to comparable GAAP financial measures is set forth below:
Net cash provided by operating activities
Purchase of property and equipment
Free cash flow
Net Cash From Investing Activities
Year Ended December 31,
2020
2019
$
$
29,392 $
(5,411)
23,981 $
9,522
(4,116)
5,406
Consolidated net cash used in investing activities was $35,582 during the year ended December 31, 2020 compared to consolidated net cash used in investing activities of
$4,096 during the year ended December 31, 2019. The increase in cash used during the year ended December 31, 2020 is primarily due to the $30,498 used for the purchase
of the Barnes Purchased Assets, net of cash acquired as well as an increase in purchases of property and equipment, compared to the same period in 2019.
Net Cash From Financing Activities
Consolidated net cash provided by financing activities was $22,254 during the year ended December 31, 2020, compared to consolidated net cash used in financing activities
of $6,286 during the year ended December 31, 2019. The increase in cash provided during the year ended December 31, 2020 compared to the same period in 2019 was
primarily due to the proceeds of $20,000 borrowed under the term loan and the net proceeds from the Offering of $11,151. These increases were partially offset by net
repayments to the revolving line of credit and repayments of the term loan.
Net Operating Loss
As of December 31, 2020, the Company had net operating loss carryforwards (“NOLs”) and research and experimentation credit for U.S. federal income tax purposes of
$120,309 and $1,889, respectively. The Company believes its U.S. Federal NOLs will substantially offset its future U.S. Federal income taxes until expiration. 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 NOLs.
$120,309 of net operating losses available to offset taxable income does not expire until 2022 or later, subject to compliance with Section 382 of the Internal Revenue Code of
1986, as amended.
As of December 31, 2020, the Company’s gross deferred tax asset was $40,538. The Company has recorded a valuation allowance of $22,348, resulting in a net deferred tax
asset of $18,190, before deferred tax liabilities of $8,304. The Company has provided a valuation allowance against a portion of the net deferred tax assets as of
December 31, 2020, because the ultimate realization of those assets does not meet the more-likely-than-not criteria. The majority of the Company’s deferred tax assets
consist of net operating loss carryforwards for federal tax purposes. If a change in control were to occur, these could be limited under Section 382 of the Internal Revenue
Code of 1986 (“Code”), as amended.
Credit Agreement
On May 3, 2019, the Company, Borrowers and the other loan parties party thereto entered into the Credit Agreement for borrowings of up to $60,000 under a revolving credit
facility (including up to $5,000 for letters of credit), and borrowings of up to $40,000 under a term loan facility that is available to be drawn until May 3, 2020. The Credit
Agreement also permits the Borrowers, subject to certain requirements, to arrange with lenders for an aggregate of up to $50,000 of additional revolving and/or term loan
commitments (both of which are currently uncommitted), for potential aggregate revolving and term loan commitments under the Credit Agreement of up to $150,000. The
Credit Agreement matures on May 3, 2024.
40
On November 12, 2020, the Borrowers entered into Amendment No. 2 of the Credit Agreement. Amendment No. 2 increased the maximum consolidated total leverage ratio
permitted under the Credit Agreement to 4.00:1.00 from 3.00:1.00. In addition, Amendment No. 2 permits, among other things, the issuance by the Company of debt
securities, that may be convertible into equity interests of the Company, in an aggregate principal amount of up to $125,000, and eliminates the requirement that the proceeds
therefrom be used to prepay any revolving loans or term loans under the Credit Agreement.
The Borrowers may elect to have the revolving and term loans under the Credit Agreement bear interest at an alternate base rate or a Eurodollar rate plus an applicable rate.
The applicable rate for these borrowings will range from 0.50% to 1.25% per annum, in the case of alternate base rate borrowings, and 1.50% to 2.25% per annum, in the case
of Eurodollar borrowings. The applicable rate was initially 0.875% per annum, in the case of alternate base rate borrowings, and 1.875% per annum, in the case of Eurodollar
borrowings; however, it may be adjusted from time to time based upon the level of the Company’s consolidated total leverage ratio. The Credit Agreement also requires the
Borrowers to pay a commitment fee on the unused portion of the revolving and term loan commitments. Such commitment fee will range between 0.15% and 0.25% per
annum, and is also based upon the level of the Company’s consolidated total leverage ratio.
All obligations under the Credit Agreement are secured by 100% of our domestic, and 65% of our foreign, subsidiary equity interests, as well as accounts receivable,
inventory, intellectual property and certain other assets owned by the Company. The Credit Agreement contains restrictions on the Company’s ability to pay dividends or
make distributions or other restricted payments if certain conditions in the Credit Agreement are not fulfilled. The Credit Agreement includes customary affirmative and
negative covenants, including financial covenants relating to the Company’s consolidated total leverage ratio and fixed charge coverage ratio. The Company was in
compliance with the debt covenants set forth in the Credit Agreement as of December 31, 2020.
As of December 31, 2020, the Company had drawn approximately $15,579 of the $60,000 revolving loan commitment that was available for borrowing under the Credit
Agreement, and $18,000 outstanding under the term loan commitment. As of December 31, 2020, the interest rate for each loan was 2.0625%. On April 30, 2020, the
Company borrowed $20,000 under the term loan facility and used the proceeds to pay down amounts outstanding under the revolving portion of the Credit Agreement. The
Company is required to repay the term loan through quarterly payments of $1,000 each beginning with September 30, 2020, and any remaining obligations will be repaid in
full on the maturity date of the Credit Agreement of May 3, 2024.
On May 3, 2019, concurrent with entering into the Credit Agreement, the Company’s previous credit facility with JPMorgan Chase Bank, N.A., which provided for a
revolving commitment of up to $75,000, was paid in full and terminated.
Off-Balance Sheet Arrangements
We do not engage in any transactions or have relationships or other arrangements with unconsolidated entities. These include special purpose and similar entities or other off-
balance sheet arrangements. We also do not engage in energy, weather or other commodity-based contracts.
Contractual Obligations
The following summarizes our contractual obligations and commercial commitments at December 31, 2020 with initial or remaining terms of one or more years, and the
effect such obligations are expected to have on our liquidity and cash flow in future periods:
Contractual Obligations:
Recorded liabilities:
Long-term debt (1)
Revolving credit facility (2)
Operating leases (3)
Other long-term liabilities (4)
Unrecorded commitments:
Interest payment obligations (5)
Purchase obligations (6)
Total
Less than 1 year
Payments due by period
1-3 years
(in thousands)
3-5 years
More than 5 years
$
$
19,042 $
15,579
5,817
209
1,905
77,726
120,278 $
4,000 $
-
1,067
-
676
77,726
83,469 $
9,042 $
-
1,546
90
1,080
-
11,758 $
6,000 $
15,579
1,134
-
149
-
22,862 $
-
-
2,070
119
-
-
2,189
(1) Long-term debt represents required principal payments under the Credit Agreement related to the term loan facility as well as payment under the foreign credit facilities.
41
(2) Revolving credit facility represents required principal payments under the Credit Agreement.
(3) Operating leases represent required minimum lease payments.
(4) Other long-term liabilities represent payments due for other noncurrent liabilities in the Company’s consolidated balance sheet.
(5)
Interest payment obligations represent required interest payments on the revolving credit facility. Amounts exclude bank fees that would be included in interest expense in
the consolidated financial statements.
(6) Purchase obligations represent an agreement to purchase goods or services.
The Company has uncertain tax positions of $427 as of December 31, 2020, however the specific timing of the settlement is uncertain and has been excluded from the table
above.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In general, we can be exposed to market risks including fluctuations in interest rates, foreign currency exchange rates and certain commodity prices, and that can affect the
cost of operating, investing, and financing under those conditions. The Company believes it has moderate exposure to these risks. We assess market risk based on changes in
interest rates, foreign currency rates, and commodity prices utilizing a sensitivity analysis that measures the potential loss in earnings, fair values, and cash flows based on a
hypothetical change in these rates and prices.
Interest Rate Risks
Our primary exposure to market risk is interest rate risk associated with our credit facility, since the interest is indexed to LIBOR. We entered into our current credit facility
on May 3, 2019, and simultaneously terminated our previous credit facility. The applicable interest rate for the outstanding borrowings under our applicable credit facility as
of December 31, 2020 and 2019 was 2.0625% and 3.3125%, respectively. Amounts outstanding as of December 31, 2020 and 2019 were $15,579,000 and $22,670,000,
respectively. An increase of 100-basis points in market interest rates would not cause a material effect on interest expense.
Foreign Currency Risks
While we transact business predominantly in U.S. dollars and most of our revenues are collected in U.S. dollars, a portion of our revenues and operating costs are denominated
in other currencies. Given the current political uncertainty surrounding the European Union and other economic uncertainties worldwide, changes in the relation of these and
other currencies to the U.S. dollar will affect our sales and profitability and could result in exchange losses. For the year ending December 31, 2019, approximately 28% of
our pro forma sales were denominated in foreign currencies (compared to 29% in the prior year), the most significant of which were the Euro, Canadian Dollar, Norwegian
Kroner, and Swiss Franc. The primary purpose of our foreign currency hedging activities is to mitigate the foreign currency exchange rate exposure on the cash flows related
to forecasted inventory purchases and sales. A hypothetical 10% change in foreign currency rates would not have a material effect on foreign currency gains and losses
related to the foreign currency derivatives or the net fair value of the Company’s foreign currency derivatives. We have not held a material amount of foreign assets during
the years ended December 31, 2020, 2019 and 2018, and do not believe our foreign assets expose us to a material foreign currency risk.
Derivative Instruments
We employ a variety of practices to manage these market risks, including operating and financing activities and, where deemed appropriate, the use of derivative instruments.
Derivative instruments are used only for risk management purposes and not for speculation or trading. Derivatives are such that a specific debt instrument, contract, or
anticipated purchase determines the amount, maturity, and other specifics of the hedge. If a derivative contract is entered into, we either determine that it is an economic
hedge or we designate the derivative as a cash flow or fair value hedge. We do not hold derivative financial investments, derivative commodity investments, engage in foreign
currency hedging or other transactions that expose us to material market risks.
42
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CLARUS CORPORATION AND SUBSIDIARIES
Index to Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets - December 31, 2020 and 2019
Consolidated Statements of Comprehensive Income - Years Ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows - Years Ended December 31, 2020, 2019 and 2018
Consolidated Statements of Stockholders’ Equity - Years Ended December 31, 2020, 2019 and 2018
Notes to Consolidated Financial Statements
43
Page
44
47
48
49
50
51
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Clarus Corporation:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Clarus Corporation and subsidiaries (the "Company") as of December 31, 2020 and 2019, the related
consolidated statements of comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related
notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in
conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over
financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated March 8, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on
our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are
not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Acquisitions — Refer to Note 2 to the financial statements
Critical Audit Matter Description
On October 2, 2020, the Company completed the acquisition of certain assets and liabilities constituting the Barnes business (“Barnes”) for $30.5 million. The Company
accounted for this acquisition as a business combination. Accordingly, the purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed
based on their estimated fair values, including trademarks of $5.6 million and customer relationships of $5.7 million. The Company utilized a relief-from-royalty valuation
methodology for trademarks and a multi-period excess earnings valuation methodology for customer relationships. The determination of the fair value of these intangible
assets required management to make significant estimates and assumptions related to forecasted sales growth rates, cash flows, market-based royalty rates, and estimated
discount rates.
We identified the valuation of the trademarks and customer relationships acquired as a critical audit matter because of the significant estimates and assumptions management
made to determine the fair value of these assets. This required a high degree of auditor judgment and an increased extent of effort, including the involvement of our fair value
specialists, when performing audit procedures to evaluate the reasonableness of forecasted sales growth rates, cash flows, market-based royalty rates, and estimated discount
rates.
44
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the forecasted future sales growth rates, cash flows, market-based royalty rates, and estimated discount rates for the acquired Barnes
trademarks and customer relationships included the following, among others:
· We tested the effectiveness of internal controls over the valuation of the intangible assets, including those over forecasted sales growth rates and cash flows, and the
selection of market-based royalty rates and estimated discount rates.
· We assessed the reasonableness of management’s forecasted sales growth rates and cash flows by comparing the forecasts to historical results of Barnes, industry
publications, and external data.
· With the assistance of our fair value specialists, we evaluated the reasonableness of the relief-from-royalty and multi-period excess earnings valuation methodologies, and
the market-based royalty rates and estimated discount rates by:
– Evaluating whether the valuation methodologies are appropriate in the circumstances and in accordance with generally accepted valuation principles.
– Comparing the source information underlying the determination of the estimated discount rates to external data and testing the mathematical accuracy of the
calculation.
– Developing a range of independent estimates for the discount rates and comparing those to the estimated discount rates selected by management.
– Comparing the selected market-based royalty rate to comparable licensing agreements.
· We evaluated whether the forecasted sales growth rates and cash flows were consistent with evidence obtained in other areas of the audit, including a retrospective review
of actual post-acquisition financial results.
· We compared the estimated weighted average return on assets, internal rate of return, and the discount rates used in the valuation models and evaluated whether they were
consistent with each other.
Income Taxes — Refer to Notes 1 and 15 to the financial statements
Critical Audit Matter Description
The Company accounts for income taxes using the asset and liability method. The asset and liability method provides that deferred tax assets and liabilities are recognized for
the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit
carryforwards. The majority of the Company’s deferred tax assets consist of net operating loss carryforwards (“NOLs”) for U.S. Federal tax purposes, totaling $120.3 million
as of December 31, 2020. Valuation allowances are used to reduce deferred tax assets to amounts considered more-likely-than-not to be realized. The Company believes its
U.S. Federal NOLs will substantially offset its future U.S. Federal income taxes until their expiration, which begins in 2022. The Company has provided a valuation
allowance against its deferred tax assets as of December 31, 2020, primarily because the Company believes that a portion of U.S. Federal NOLs will expire before their
utilization. The Company’s valuation allowance recorded on deferred tax assets as of December 31, 2020 was $22.3 million.
We identified the Company’s determination of the need for and amount of valuation allowance recorded on U.S. Federal NOL deferred tax assets as a critical audit matter
because of the significant estimates and judgments made by the Company to assess the realizability of its U.S. Federal NOL deferred tax assets prior to expiration. This
required a high degree of auditor judgment and an increased extent of effort, including the need to involve our income tax specialists, to evaluate the reasonableness of
management’s estimates of future taxable income and the determination of whether it is more likely than not that the U.S. Federal NOL deferred tax assets will be realized.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the valuation allowance for income taxes and the determination of whether it is more likely than not that the U.S. Federal NOL deferred tax
assets will be realized prior to expiration included the following, among others:
· We tested the effectiveness of controls over the valuation allowance for income taxes, including management’s controls over the estimates of future taxable income and the
determination of whether it is more likely than not that the U.S. Federal NOL deferred tax assets will be realized.
· With the assistance of income tax specialists, we evaluated the reasonableness of the methods, assumptions, and judgments used by management to determine whether a
valuation allowance was necessary.
45
· We evaluated management’s ability to accurately estimate future taxable income available to realize its U.S. Federal NOL deferred tax assets by comparing actual results to
management’s historical estimates and evaluating whether there have been any changes that would affect management’s ability to accurately estimate future taxable
income.
· We evaluated the reasonableness of management’s estimates of future taxable income available to realize U.S. Federal NOL deferred tax assets by comparing the estimates
to historical taxable income as adjusted for nonrecurring items.
· We evaluated whether the estimates of future taxable income were consistent with evidence obtained in other areas of the audit.
/s/ Deloitte & Touche LLP
Salt Lake City, Utah
March 8, 2021
We have served as the Company's auditor since 2018.
46
CLARUS CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
December 31,
2020
2019
Assets
Current assets
Cash
Accounts receivable, net
Inventories
Prepaid and other current assets
Income tax receivable
Total current assets
Property and equipment, net
Other intangible assets, net
Indefinite-lived intangible assets
Goodwill
Deferred income taxes
Other long-term assets
Total assets
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities
Income tax payable
Current portion of long-term debt
Total current liabilities
Long-term debt
Deferred income taxes
Other long-term liabilities
Total liabilities
Stockholders' Equity
Preferred stock, $0.0001 par value per share; 5,000
shares authorized; none issued
Common stock, $0.0001 par value per share; 100,000 shares authorized;
35,198 and 33,615 issued and 31,228 and 29,760 outstanding, respectively
Additional paid in capital
Accumulated deficit
Treasury stock, at cost
Accumulated other comprehensive income (loss)
Total stockholders' equity
Total liabilities and stockholders' equity
See accompanying notes to consolidated financial statements.
47
$
$
$
$
17,789 $
50,475
68,356
5,385
117
142,122
26,956
19,416
47,523
26,715
11,113
6,846
280,691 $
34,665 $
956
4,000
39,621
30,621
1,227
4,628
76,097
-
4
513,979
(286,100)
(23,789)
500
204,594
280,691 $
1,703
41,628
73,432
3,787
322
120,872
22,919
15,816
41,630
18,090
7,904
3,034
230,265
24,304
260
-
24,564
22,670
1,224
615
49,073
-
3
492,353
(288,592)
(22,269)
(303)
181,192
230,265
CLARUS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands, except per share amounts)
2020
Year Ended December 31,
2019
2018
Sales
Domestic sales
International sales
Total sales
Cost of goods sold
Gross profit
Operating expenses
Selling, general and administrative
Restructuring charge
Transaction costs
Total operating expenses
Operating income
Other (expense) income
Interest expense, net
Other, net
Total other expense, net
Income before income tax
Income tax benefit
Net income
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment
Unrealized (loss) gain on hedging activities
Other comprehensive income (loss)
Comprehensive income
Net income per share:
Basic
Diluted
Weighted average shares outstanding:
Basic
Diluted
See accompanying notes to consolidated financial statements.
48
$
$
$
132,226 $
91,781
224,007
146,212
77,795
71,428
-
2,433
73,861
3,934
(1,261)
912
(349)
3,585
(1,960)
5,545
1,766
(963)
803
6,348 $
0.18 $
0.18
30,175
31,225
121,751 $
107,686
229,437
149,146
80,291
68,680
13
166
68,859
11,432
(1,358)
(93)
(1,451)
9,981
(8,991)
18,972
(359)
(421)
(780)
18,192 $
0.64 $
0.61
29,820
30,993
112,537
99,604
212,141
138,179
73,962
65,151
137
503
65,791
8,171
(1,339)
(359)
(1,698)
6,473
(828)
7,301
(832)
810
(22)
7,279
0.24
0.24
29,915
30,255
CLARUS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash Flows From Operating Activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment
Amortization of other intangible assets
Amortization of debt issuance costs
Loss on disposition of property and equipment
Noncash lease expense
Loss from removal of accumulated translation adjustment
Stock-based compensation
Deferred income taxes
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable
Inventories
Prepaid and other assets
Accounts payable and accrued liabilities
Income taxes
Net cash provided by operating activities
Cash Flows From Investing Activities:
Purchase of business, net of cash received
Proceeds from disposition of property and equipment
Purchase of property and equipment
Net cash used in investing activities
Cash Flows From Financing Activities:
Proceeds from revolving credit facilities
Repayments on revolving credit facilities
Repayments of long-term debt
Proceeds from issuance of long-term debt
Payment of debt issuance costs
Purchase of treasury stock
Proceeds from exercise of stock options
Cash dividends paid
Proceeds from the sale of common stock
Common stock issuance costs
Net cash provided by (used in) financing activities
Effect of foreign exchange rates on cash
Change in cash
Cash, beginning of year
Cash, end of year
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes
Cash paid for interest
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Property and equipment purchased with accounts payable
Property and equipment acquired through a capital lease
Lease liabilities arising from obtaining right of use assets
Stock dividends
See accompanying notes to consolidated financial statements.
Year Ended December 31,
2020
2019
2018
$
5,545
$
18,972
$
4,801
4,070
311
104
898
-
6,791
(3,201)
(7,665)
11,007
(1,849)
7,721
859
29,392
(30,498)
327
(5,411)
(35,582)
49,571
(55,501)
(2,000)
20,000
(79)
(1,520)
2,152
(1,520)
11,476
(325)
22,254
22
16,086
1,703
17,789
426
970
173
-
622
1,533
$
$
$
$
$
$
$
4,550
3,552
283
62
728
-
2,949
(8,995)
(6,163)
(9,145)
856
2,130
(257)
9,522
-
20
(4,116)
(4,096)
132,215
(131,607)
(31)
-
(709)
(4,167)
1,000
(2,987)
-
-
(6,286)
77
(783)
2,486
1,703
209
1,086
408
-
1,889
-
$
$
$
$
$
$
$
$
$
$
$
$
$
$
49
7,301
4,423
3,873
436
15
-
199
2,652
(1,098)
(766)
(7,203)
(827)
2,524
(136)
11,393
(720)
6
(3,365)
(4,079)
153,556
(152,336)
(39)
-
(1,032)
(5,687)
467
(1,488)
-
-
(6,559)
(125)
630
1,856
2,486
418
950
219
123
-
-
CLARUS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except per share amounts)
Additional
Accumulated
Other
Total
Common Stock
Shares
Amount
Paid-In
Capital
Accumulated
Deficit
Treasury Stock
Shares
Amount
Comprehensive
Income (Loss)
Stockholders'
Equity
32,917 $
-
-
-
-
-
327
33,244 $
-
-
-
-
-
371
33,615 $
-
-
-
133
-
244
306
3 $
-
-
-
-
-
-
3 $
-
-
-
-
-
-
3 $
-
-
-
-
-
-
-
485,285 $
-
-
(310,390)
7,301
-
(2,875) $
-
-
(12,415) $
-
-
-
-
2,652
467
488,404 $
-
-
-
-
2,949
1,000
492,353 $
-
-
(1,488)
-
-
-
(621)
-
-
(5,687)
-
-
(304,577)
18,972
-
-
(3,496) $
-
-
-
(18,102) $
-
-
(2,987)
-
-
-
(359)
-
-
(4,167)
-
-
(288,592)
5,545
-
-
(3,855) $
-
-
-
(22,269) $
-
-
-
(1,520)
-
-
1,533
-
6,791
2,152
(1,533)
-
-
(115)
-
(1,520)
-
-
-
-
499 $
-
(22)
-
-
-
-
477 $
-
(780)
-
-
-
-
(303) $
-
803
-
-
-
-
-
162,982
7,301
(22)
(1,488)
(5,687)
2,652
467
166,205
18,972
(780)
(2,987)
(4,167)
2,949
1,000
181,192
5,545
803
(1,520)
-
(1,520)
6,791
2,152
Balance, December 31, 2017
Net income
Other comprehensive loss
Cash dividends ($0.05 per
share)
Purchase of treasury stock
Stock compensation expense
Proceeds from exercise of
options
Balance, December 31, 2018
Net income
Other comprehensive loss
Cash dividends ($0.10 per
share)
Purchase of treasury stock
Stock compensation expense
Proceeds from exercise of
options
Balance, December 31, 2019
Net income
Other comprehensive income
Cash dividends ($0.05 per
share)
Stock dividends ($0.05 per
share)
Purchase of treasury stock
Stock-based compensation
expense
Proceeds from exercise of
options
Issuance of common stock, net
of issuance costs
Balance, December 31, 2020
900
35,198 $
1
4 $
11,150
513,979 $
-
(3,970) $
-
(23,789) $
-
500 $
11,151
204,594
See accompanying notes to consolidated financial statements.
-
-
-
(286,100)
50
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)
NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying audited consolidated financial statements of Clarus Corporation and subsidiaries (which may be referred to as the “Company,” “Clarus,” “we,” “our” or
“us”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Nature of Business
Headquartered in Salt Lake City, Utah, Clarus, a company focused on the outdoor and consumer industries, is seeking opportunities to acquire and grow businesses that can
generate attractive shareholder returns. The Company has net operating tax loss carryforwards which it is seeking to redeploy to maximize shareholder value. Clarus’ primary
business is as a leading designer, developer, manufacturer and distributor of outdoor equipment and lifestyle products focused on the climb, ski, mountain, sport and skincare
markets. The Company’s products are principally sold under the Black Diamond®, Sierra®, Barnes®, PIEPS® and SKINourishment® brand names through outdoor specialty
and online retailers, distributors and original equipment manufacturers throughout the U.S. and internationally.
Through our Black Diamond, PIEPS, and SKINourishment brands, we offer a broad range of products including: high-performance, activity-based apparel (such as shells,
insulation, midlayers, pants and logowear); rock-climbing footwear and equipment (such as carabiners, protection devices, harnesses, belay devices, helmets, and ice-climbing
gear); technical backpacks and high-end day packs; trekking poles; headlamps and lanterns; gloves and mittens; and skincare and other sport-enhancing products. We also
offer advanced skis, ski poles, ski skins, and snow safety products, including avalanche airbag systems, avalanche transceivers, shovels, and probes. Through our Sierra and
Barnes brands, we manufacture a wide range of high-performance bullets and ammunition for both rifles and pistols that are used for precision target shooting, hunting and
military and law enforcement purposes.
Clarus Corporation, incorporated in Delaware in 1991, acquired Black Diamond Equipment, Ltd. (“Black Diamond Equipment”) in May 2010 and changed its name to Black
Diamond, Inc. in January 2011. In October 2012, we acquired PIEPS Holding GmbH and its subsidiaries (collectively, “PIEPS”).
On August 14, 2017, the Company changed its name from Black Diamond, Inc. to Clarus Corporation and its stock ticker symbol from “BDE” to “CLAR” on the NASDAQ
stock exchange. On August 21, 2017, the Company acquired Sierra Bullets, L.L.C. (“Sierra”). On November 6, 2018, the Company acquired the assets of SKINourishment,
Inc. (“SKINourishment”).
On October 2, 2020, the Company completed the acquisition of certain assets and liabilities constituting the Barnes business (“Barnes”) for a purchase price of $30,500.
Impact of COVID-19
The global outbreak of COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020, with
governments world-wide implementing safety measures restricting travel and requiring citizen lockdowns and self-confinements for quarantining purposes. This has
negatively affected the U.S. and global economy, disrupted global supply chains, and resulted in significant transport restrictions and disruption of financial markets. The
impact of this pandemic has created significant uncertainty in the global economy and has affected our business, employees, retail and distribution partners, suppliers, and
customers.
We experienced a decline in retail demand within our Black Diamond segment beginning in the second half of March 2020 through December 2020, which negatively
impacted our sales and profitability. We also expect a continued impact on the Company’s sales and profitability in future periods. The duration of these trends and the
magnitude of such impacts cannot be precisely estimated at this time, as they are affected by a number of factors (some of which are outside management’s control),
including those presented in Item 1A. Risk Factors.
We have mitigated some of the negative impacts to our operating results by taking significant actions to improve our current operating results and liquidity position, including
drawing on the credit facility, suspending share repurchases, temporarily suspending cash dividends, postponing non-essential capital expenditures, reducing operating costs,
modulating production in line with demand, and substantially reducing discretionary spending. We will continue to adjust mitigation measures as needed related to health and
safety. Those measures have and might continue to include temporarily suspending manufacturing or retail operations, modifying workspaces, continuing social distancing
policies, implementing new personal protective equipment or health screening policies at our facilities, or such other industry best practices needed to continue maintain a
healthy and safe environment for our employees amidst the pandemic.
51
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
These countermeasures partially mitigated the impacts of COVID-19 on our full year 2020 financial results. As the impact of the COVID-19 pandemic on the economy and
our operations evolves, we will continue to assess the impact on the Company and respond accordingly.
Sustained adverse impacts to the Company, certain of its suppliers, dealers or customers may also affect the Company’s future cash flows, liquidity, and valuation of certain
assets and therefore may increase the likelihood of an impairment charge, write-off, or reserve associated with such assets, including goodwill, indefinite and finite-lived
intangible assets, property and equipment, inventories, accounts receivable, net deferred tax assets, and other assets.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The CARES Act established a program with provisions to
allow U.S. companies to defer the employer’s portion of social security taxes between March 27, 2020 and December 31, 2020 and pay such taxes in two installments in 2021
and 2022. As permitted by the CARES Act, we have deferred payment of the employer’s portion of social security payroll tax payments.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The
more significant estimates relate to the fair value of assets acquired in business combinations, excess or obsolete inventory, allowance for credit losses and doubtful accounts,
and valuation of deferred tax assets. We base our estimates on historical experience, projected future cash flows, and other assumptions that are believed to be reasonable
under the circumstances. Actual results could differ from these estimates.
Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Clarus Corporation and its wholly owned subsidiaries. All intercompany balances and transactions have been
eliminated in consolidation.
Foreign Currency Transactions and Translation
The accounts of the Company’s international subsidiaries’ financial statements which have functional currencies other than the U.S. dollar are translated into U.S. dollars
using the exchange rate at the balance sheet dates for assets and liabilities and average exchange rates for the periods for revenues, expenses, gains and losses. Foreign
currency translation adjustments are recorded as a separate component of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are
included in other (expense) income in the consolidated statements of comprehensive income.
Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At December 31, 2020 and 2019, the
Company did not hold any amounts that were considered to be cash equivalents.
Accounts Receivable and Allowance for Credit Losses and Doubtful Accounts
The Company records its trade receivables at sales value. The trade receivables do not bear interest. The Company performs on-going credit evaluations of its customers and
adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information. The Company
evaluates the collectability of its accounts receivable and determines the appropriate allowance for credit losses and doubtful accounts based on a combination of factors. A
non-specific allowance for estimated doubtful accounts is recorded based on historical experience of collectability. In addition, specific allowances are established for
customer accounts as known collection problems occur due to insolvency, disputes or other collection issues. The amounts of these specific allowances are estimated by
management based on the customer’s financial position, the age of the customer’s receivables and the reasons for any disputes. The allowance for credit losses and doubtful
accounts is reduced by subsequent collections of the specific allowances or by any write-off of customer accounts that are deemed uncollectible. The allowance for credit
losses and doubtful accounts was $1,433 and $494 at December 31, 2020 and 2019, respectively. There were no significant write-offs during the years ended December 31,
2020, 2019, and 2018.
52
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
Inventories
Inventories are stated at the lower of cost (using the first-in, first-out method “FIFO”) or net realizable value. Elements of cost in the Company’s manufactured inventories
generally include raw materials, direct labor, manufacturing overhead and freight in. The Company reviews its inventories for excess, close-out, or slow-moving items and
makes provisions as necessary to properly reflect inventory values.
Property and Equipment
Property and equipment is stated at historical cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives.
The principal estimated useful lives are: buildings, 30 years; building improvements, 20 years; computer hardware and software and machinery and equipment, 3-15 years;
furniture and fixtures, 5 years. Leasehold improvements are amortized over the lesser of the estimated useful life of the improvement or the life of the lease. Equipment
under finance leases are stated at the present value of minimum lease payments. Major replacements, which extend the useful lives of equipment, are capitalized and
depreciated over the remaining useful life. Normal maintenance and repair items are expensed as incurred. Property and equipment are reviewed for impairment whenever
events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. Long-lived assets located outside of the United States are not
considered material.
Lease Accounting (Right-of-Use Assets)
Lease assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. Lease assets represent the
right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are
initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate. Lease terms include options to extend
or terminate the lease when it is reasonably certain that those options will be exercised.
Variable lease payments are generally expensed as incurred and include certain non-lease components, such as common area maintenance and other services provided by the
lessor, and other charges such as utilities, insurance and property taxes included in the lease. Leases with an initial term of 12 months or less are not recorded on the balance
sheet, and the expense for these short-term leases and for operating leases is recognized on a straight-line basis over the lease term. Non-lease components are excluded from
the right-of-use (“ROU”) asset and lease liability present value computations. The Company’s lease agreements do not contain any material residual value guarantees or
material restrictive covenants.
Goodwill
Goodwill represents the excess of the purchase price over the fair market value of identifiable net assets of acquired companies. Goodwill is not amortized, but rather is tested
at the reporting unit level at least annually for impairment or more frequently if triggering events or changes in circumstances indicate impairment. The Company has the
option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Some of these
qualitative factors may include macroeconomic conditions, industry and market considerations, a change in financial performance, entity-specific events, a sustained decrease
in share price, and consideration of the difference between the fair value and carrying amount of a reporting unit as determined in the most recent quantitative assessment. If,
through this qualitative assessment, the conclusion is made that it is more likely than not that a reporting unit's fair value is less than its carrying amount, a quantitative
impairment analysis is performed. The quantitative impairment analysis involves estimating the fair value of the reporting unit based upon an acceptable valuation method
under Accounting Standards Codification (“ASC”) 820, Fair Value Measurement. If the fair value of the reporting unit is less than its carrying amount, an impairment loss is
recognized for the excess carrying amount over the fair value computation. Based on the results of the Company’s annual impairment tests completed during the fourth
quarter, the Company determined that goodwill was not impaired. No impairment was recorded during the years ended December 31, 2020, 2019, and 2018.
Intangible Assets
Intangible assets represent other intangible assets and indefinite-lived intangible assets acquired. The Company’s other intangible assets, such as certain customer lists and
relationships, product technologies, tradenames, trademarks and core technologies are amortized over their estimated useful lives. Other intangible assets are reviewed for
impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable.
53
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
The Company’s indefinite-lived intangible assets consists of certain tradenames and trademarks that provide Black Diamond Equipment, PIEPS, Sierra and Barnes with the
exclusive and perpetual rights to manufacture and sell their respective products. Indefinite-lived intangible assets are not amortized; however, they are tested at least annually
for impairment or more frequently if events or changes in circumstances exist that may indicate impairment. The Company has the option to first assess qualitative factors to
determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If, through this qualitative assessment, the
conclusion is made that it is more likely than not that an indefinite-lived intangible asset's fair value is less than its carrying amount, or the Company elects to bypass the
qualitative assessment, a quantitative impairment analysis is performed by comparing the indefinite-lived intangible asset's book value to its estimated fair value. The fair
value for indefinite-lived intangible assets is determined through an income approach using the relief-from-royalty method. The amount of any impairment is measured as the
difference between the carrying amount and the fair value of the impaired asset. Based on the results of the Company’s annual impairment tests during the years ended
December 31, 2020, 2019, and 2018, no impairment of indefinite-lived intangible assets was recorded.
Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities include, but are not limited to, vendor trade payables, accrued payrolls, accrued interest, derivative instruments and other estimated
expenses. Accrued liabilities as of December 31, 2020 and 2019 were $13,182 and $9,559, respectively.
Derivative Financial Instruments
The Company uses derivative instruments to hedge currency rate movements on foreign currency denominated sales. The Company enters into forward contracts, option
contracts and non-deliverable forwards to manage the impact of foreign currency fluctuations on a portion of its forecasted foreign currency exposure. These derivatives are
carried at fair value on the Company’s consolidated balance sheets in prepaid and other current assets, other long-term assets, accounts payable and accrued liabilities, and
other long-term liabilities. Changes in fair value of the derivatives not designated as hedge instruments are included in the determination of net income. For derivative
contracts designated as 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 (loss) and reclassified to sales in the period the underlying hedged item is recognized in earnings.
For all hedging relationships, the Company formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the
hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed
prospectively and retrospectively, and a description of the method used to measure ineffectiveness. The Company also formally assesses, both at the inception of the hedging
relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged
transactions. The Company uses operating budgets and cash flow forecasts to estimate future foreign currency cash flow exposures and to determine the level and timing of
derivative transactions intended to mitigate such exposures in accordance with its risk management policies. The Company discontinues hedge accounting prospectively when
it determines that the derivative is no longer effective in offsetting cash flows attributable to the hedged risk, the derivative expires or is sold, terminated, or exercised, the cash
flow hedge is dedesignated because a forecasted transaction is not probable of occurring, or management determines to remove the designation of the cash flow hedge. The
Company does not enter into derivative instruments for any purpose other than cash flow hedging. The Company does not speculate using derivative instruments.
Stock-Based Compensation
The Company records compensation expense for all share-based awards granted based on the fair value of the award at the time of the grant. The fair value of each option
award is estimated on the date of grant using the Black-Scholes option pricing model that uses assumptions and estimates that the Company believes are reasonable. Stock-
based compensation costs for stock awards and restricted stock awards is measured based on the closing market value of the Company’s common stock on the date of the
grant. For restricted stock awards subject to market conditions, the fair value of each restricted stock award has been estimated as of the date of grant using the Monte-Carlo
pricing model. The Company recognizes the cost of the share-based awards on a straight-line basis over the requisite service period of the award and recognizes forfeitures in
the period they occur. Stock options granted have contractual terms of up to ten years. Upon exercise of stock options or vesting of restricted stock awards, the Company
issues shares from those authorized and reserved for issuance.
54
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
Revenue Recognition
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 control transfers, which is
determined 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 arrangements 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.
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.
Deferred revenue is recorded as a component of accounts payable and accrued liabilities when customers remit cash payments in advance of us satisfying performance
obligations which are satisfied at a future point of time. Deferred revenue was not material at December 31, 2020 and totaled $141 at December 31, 2019. Contract liabilities
are derecognized when the performance obligation is satisfied. Revenue recognized from satisfaction of performance obligations relating to the advanced payments during the
year ended December 31, 2020 were not material and were $90 during the year ended December 31, 2019.
Cost of Sales
The expenses that are included in cost of sales include all direct product costs and costs related to shipping, certain warehousing or handling, duties and importation fees.
Product warranty costs and specific provisions for excess, close-out, or slow-moving inventory are also included in cost of sales. Certain warehousing or handling costs which
are not associated with the manufacturing of goods for sale are excluded from cost of sales.
Selling, General and Administrative Expense
Selling, general and administrative expense includes personnel-related costs, product development, selling, advertising, visual merchandise, depreciation and amortization, and
other general operating expenses. Advertising costs are expensed in the period incurred. Total advertising expense, including cooperative advertising costs, were $3,833,
$4,588, and $4,016 for the years ended December 31, 2020, 2019, and 2018, respectively.
Through cooperative advertising programs, the Company reimburses its wholesale customers for some of their costs of advertising the Company’s products based on various
criteria, including the value of purchases from the Company and various advertising specifications. Cooperative advertising costs were not material for the year ended
December 31, 2020. Cooperative advertising costs were $287, and $338 for the years ended December 31, 2019 and 2018, respectively, and were included in selling, general,
and administrative expense because the Company receives an identifiable benefit in exchange for the cost, the advertising may be obtained from a party other than the
customer, and the fair value of the advertising benefit can be reasonably estimated.
55
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
Product Warranty
Some of the Company’s products carry warranty provisions for defects in quality and workmanship. Warranty repairs and replacements are recorded in cost of sales and a
warranty liability is established at the time of sale to cover estimated costs based on the Company’s history of warranty repairs and replacements. The Company recorded a
liability for product warranties totaling $1,354 and $1,155 as of December 31, 2020 and 2019, respectively. For the years ended December 31, 2020, 2019, and 2018, the
Company experienced warranty claims on its products of $1,201, $1,123, and $999, respectively.
Research and Development
Research and development costs are charged to expense as incurred, and are included in selling, general and administrative expenses in the accompanying consolidated
statements of comprehensive income. Total research and development costs were $10,159, $10,575, and $9,471 for the years ended December 31, 2020, 2019, and 2018,
respectively.
Transaction Costs
Transaction costs consists of expenses related to the Company’s various acquisition efforts and capital-raising activities, including acquiring Sierra and Barnes and completing
a registered direct offering (the “Offering”).
Income Taxes
Income taxes are accounted for under the asset and liability method. Income taxes are based on amounts of taxes payable or refundable in the current year and on expected
future tax consequences of events that are recognized in the financial statements in different periods than they are recognized in tax returns. As a result of timing of
recognition and measurement differences between financial accounting standards and income tax laws, temporary differences arise between amounts of pre-tax financial
statement income and taxable income and between reported amounts of assets and liabilities in the consolidated balance sheets and their respective tax bases. Deferred
income tax assets and liabilities reported in the consolidated balance sheets reflect estimated future tax effects attributable to these temporary differences and to net operating
loss and net capital loss carryforwards, based on enacted tax rates expected to be in effect for years in which the differences are expected to be settled or realized. The
Company has netted these deferred tax assets and deferred tax liabilities by jurisdiction. Realization of deferred tax assets is dependent on future taxable income in specific
jurisdictions. Valuation allowances are used to reduce deferred tax assets to amounts considered more likely than not to be realized. U.S. deferred income taxes are not
provided on undistributed income of foreign subsidiaries where such earnings are considered to be permanently invested.
The Company releases residual tax effects in accumulated other comprehensive income (loss) through continuing operations as the underlying asset matures or expires. The
Company recognizes interest expense and penalties related to income tax matters in income tax benefit.
The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing
authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit
that has a greater than fifty percent likelihood of being realized upon ultimate resolution. The Company recognizes interest and penalties related to unrecognized tax benefits in
income tax benefit. Unrecognized tax benefits that reduce a net operating loss, similar tax loss or tax credit carryforward, are presented as a reduction to deferred income
taxes.
Concentration of Credit Risk and Sales
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, accounts receivable, and aggregate unrealized gains
(losses) on derivative contracts. Risks associated with cash within the United States are mitigated by banking with federally insured, creditworthy institutions; however, there
are balances with these institutions that are greater than the Federal Deposit Insurance Corporation insurance limit. The Company performs ongoing credit evaluations of its
customers and maintains allowances for possible losses as considered necessary by management.
During the years ended December 31, 2020, 2019 and 2018, Recreational Equipment, Inc. (“REI”) accounted for approximately 10%, 14% and 12%, respectively, of the
Company’s sales and is included in the Black Diamond segment. No other single customer contributed more than 10% of our sales during those periods. As of December 31,
2020 and 2019, REI accounted for approximately 11% and 14% of the Company’s accounts receivable, respectively.
56
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
Fair Value Measurements
The carrying value of cash, accounts receivable, accounts payable and accrued liabilities approximate their respective fair values due to the short-term nature and liquidity of
these financial instruments. Derivative financial instruments are recorded at fair value based on current market pricing models. The Company estimates that, due to the
variable interest rates reflecting current market rates, the fair value of its long-term debt obligations under its revolving credit facility and term note approximate the carrying
value at December 31, 2020 and 2019.
Segment Information
We operate our business structure within two segments. These segments are defined based on the internal financial reporting used by our chief operating decision maker to
allocate resources and assess performance. Certain significant selling and general and administrative expenses are not allocated to the segments. The accounting policies of
the segments are the same as those described above.
Recent Accounting Pronouncements
Accounting Pronouncements not yet adopted
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848):
Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides temporary optional expedients and exceptions to existing guidance on
contract modifications and hedge accounting to facilitate the market transition from existing reference rates, such as the London Inter-Bank Offered Rate (“LIBOR”) which is
being phased out in 2021, to alternate reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The standard is currently effective and upon adoption may be
applied prospectively to contract modifications made on or before December 31, 2022. The provisions have impact as contract modifications and other changes occur while
LIBOR is phased out. The Company is in the process of evaluating the optional relief guidance provided within this ASU. Management will continue its assessment and
monitor regulatory developments during the LIBOR transition period.
NOTE 2. ACQUISITIONS
Barnes
On September 30, 2020, Sierra entered into an Asset Purchase Agreement (the “Barnes Asset Purchase Agreement”) with Remington Outdoor Company, Inc. and certain of
its subsidiaries (the “Seller”), pursuant to which Sierra agreed to (i) acquire certain assets of the Seller constituting the Barnes business (“Barnes”), including equipment,
inventory, intellectual property (including exclusive use of Barnes’ intellectual property in the all-copper and powdered metallurgy ammunition fields as well as its
trademarks) and a leasehold interest in certain real property located in Mona, Utah (collectively, the “Barnes Purchased Assets”) and (ii) assume certain liabilities related to
the Barnes Purchased Assets in a transaction to be effected in Seller’s bankruptcy proceeding under Chapter 11 of title 11 of the United States Code, §§ 101 et seq. (the
“Bankruptcy Code”) which commenced on July 27, 2020 in the United States Bankruptcy Court for the Northern District of Alabama (the “Bankruptcy Court”). Pursuant to
the Barnes Asset Purchase Agreement, the purchase price to be paid for the Barnes Purchased Assets is $30,500 (the “Barnes Purchase Price”). On October 2, 2020, Sierra
completed the acquisition of the Barnes Purchased Assets. Acquisition-related costs for the Barnes acquisition, which were included in transaction costs during the year ended
December 31, 2020 were $922. The acquisition was accounted for as a business combination.
The Company believes the acquisition of Barnes is expected to provide the Company with a greater combined global revenue base, increased gross margins, profitability and
free cash flows, and access to increased liquidity to further acquire and grow businesses.
57
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
The following table is a reconciliation to the fair value of the purchase consideration and how the purchase consideration is allocated to assets acquired and liabilities assumed
which have been estimated at their fair values. The excess of purchase consideration over the assets acquired and liabilities assumed is recorded as goodwill. Goodwill is
included in the Sierra segment.
Total Purchase Consideration
Assets Acquired and Liabilities Assumed
Assets
Cash
Inventories
Prepaid and other current assets
Property and equipment
Other intangible assets
Indefinite-lived intangible assets
Goodwill
Other long-term assets
Total Assets
Liabilities
Accounts payable and accrued liabilities
Other long-term liabilities
Total Liabilities
Net Book Value Acquired
Barnes
Estimated Fair Value
30,500
2
4,535
612
4,036
7,500
5,600
8,625
4,355
35,265
842
3,923
4,765
30,500
$
$
$
The estimated fair value of inventory was recorded at expected sales price less cost to sell plus a reasonable profit margin for selling efforts.
In connection with the acquisition, the Company acquired exclusive rights to Barnes’ trademarks, customer relationships, and product technologies. The amounts assigned to
each class of intangible asset, other than goodwill acquired, and the related average useful lives are as follows:
Intangibles subject to amortization
Customer relationships
Product technologies
Intangibles not subject to amortization
Trademarks
Gross
Average
Useful Life
$
$
5,700
1,800
5,600
13,100
10.0 years
10.0 years
N/A
10.0 years
The goodwill consists largely of the synergies expected from combining operations. The acquisition of Barnes is treated as a purchase of assets for tax purposes. As such, the
basis in the assets of Barnes is equal for both book and tax, which results in no initial recognition of deferred tax assets or liabilities. Furthermore, the full amount of goodwill
recorded of $8,625 is expected to be deductible for tax purposes. No pre-existing relationships existed between the Company and the Sellers prior to the acquisition. Total
revenue of $6,556 and net income of $871 of Barnes were included in the Company’s consolidated statements of comprehensive income from the date of acquisition to
December 31, 2020. Barnes revenue and operating income were included in the Sierra segment.
58
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
The following unaudited pro forma results are based on the individual historical results of the Company and Barnes, with adjustments to give effect as if the acquisition and
borrowings used to finance the acquisition had occurred on January 1, 2019, after giving effect to certain adjustments including the amortization of intangible assets,
depreciation of fixed assets, interest expense and taxes and assumes the purchase price was allocated to the assets purchased and liabilities assumed based on their fair market
values at the date of purchase.
Sales
Net income
Net income per share - basic
Net income per share - diluted
Year Ended December 31,
2020
2019
242,360 $
9,748 $
0.32 $
0.31 $
249,783
17,361
0.58
0.56
$
$
$
$
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, 2019. Furthermore, such pro forma information is not necessarily indicative of future operating results of the combined
companies and should not be construed as representative of the operating results of the combined companies for any future dates or periods.
Material nonrecurring adjustments excluded from the unaudited pro forma financial information above consists of $922 transaction costs and the $721 step up of Barnes’
inventory to its preliminary fair value, which is expected to be recorded as an unfavorable adjustment to cost of goods sold during the six months following the acquisition
date.
SKINourishment
On November 6, 2018, the Company purchased the assets of SKINourishment and was accounted for as a business combination. The assets purchased were not significant to
the consolidated financial statements. Pro forma results of SKINourishment have not been presented as the results are insignificant to our consolidated financial statements.
Additionally, revenues and earnings of SKINourishment, since the acquisition date, are insignificant to our consolidated financial statements.
NOTE 3. INVENTORIES
Inventories, as of December 31, 2020 and 2019, were as follows:
Finished goods
Work-in-process
Raw materials and supplies
NOTE 4. PROPERTY AND EQUIPMENT
Property and equipment, net as of December 31, 2020 and 2019, were as follows:
Land
Building and improvements
Furniture and fixtures
Computer hardware and software
Machinery and equipment
Construction in progress
Less accumulated depreciation
December 31, 2020
December 31, 2019
50,132 $
6,429
11,795
68,356 $
59,452
7,474
6,506
73,432
December 31, 2020
December 31, 2019
3,160 $
7,324
5,715
5,707
26,848
3,042
51,796
(24,840)
26,956 $
3,160
6,964
5,255
5,298
21,578
1,690
43,945
(21,026)
22,919
$
$
$
$
Depreciation expense was $4,801, $4,550, and $4,423 for the years ended December 31, 2020, 2019, and 2018, respectively.
59
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
NOTE 5. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
The following table summarizes the changes in goodwill by segment:
Balance at December 31, 2018
Balance at December 31, 2019
Increase due to acquisition of Barnes
Balance at December 31, 2020
Indefinite-Lived Intangible Assets
The following table summarizes the changes in indefinite-lived intangible assets:
Balance at December 31, 2019
Increase due to acquisition of Barnes
Impact of foreign currency exchange rates
Balance at December 31, 2020
Other Intangible Assets, net
The following table summarizes the changes in gross other intangible assets:
Gross balance at December 31, 2019
Increase due to acquisition of Barnes
Impact of foreign currency exchange rates
Gross balance at December 31, 2020
60
Black Diamond
Sierra
Total
$
$
- $
18,090 $
-
-
18,090
8,625
- $
26,715 $
$
$
$
$
18,090
18,090
8,625
26,715
41,630
5,600
293
47,523
32,917
7,500
423
40,840
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
Other intangible assets, net of amortization as of December 31, 2020 and 2019, were as follows:
Intangibles subject to amortization
Customer relationships
Product technologies
Tradename / trademark
Core technologies
Customer relationships
Product technologies
Tradename / trademark
Core technologies
Gross
Accumulated
Amortization
Net
Weighted Average
Useful Life
December 31, 2020
31,930 $
6,700
1,263
947
40,840 $
(16,783) $
(3,151)
(543)
(947)
(21,424) $
December 31, 2019
15,147
3,549
720
-
19,416
14.2 years
11.5 years
9.4 years
10.0 years
13.5 years
Gross
Accumulated
Amortization
Net
Weighted Average
Useful Life
25,995 $
4,712
1,263
947
32,917 $
(13,392) $
(2,416)
(386)
(907)
(17,101) $
12,603
2,296
877
40
15,816
15.2 years
11.9 years
9.4 years
10.0 years
14.3 years
$
$
$
$
Amortization expense for the years ended December 31, 2020, 2019, and 2018, was $4,070, $3,552, and $3,873, respectively. Future amortization expense for other
intangible assets as of December 31, 2020 is as follows:
Years Ending December 31,
2021
2022
2023
2024
2025
Thereafter
NOTE 6. LONG-TERM DEBT
Long-term debt as of December 31, 2020 and 2019, was as follows:
Revolving credit facility (a)
Foreign credit facilities (b)
Term note (c)
Less current portion
Amortization Expense
4,794
$
3,810
3,068
2,507
2,109
3,128
19,416
$
December 31, 2020
December 31, 2019
$
$
15,579 $
1,042
18,000
34,621
(4,000)
30,621 $
22,670
-
-
22,670
-
22,670
(a) As of December 31, 2020, the Company had drawn $15,579 on the $60,000 revolving commitment that was available under the credit agreement with JPMorgan
Chase Bank, N.A., with a maturity date of May 3, 2024. The Company pays interest monthly on any borrowings on the Credit Agreement (as defined below). As of
December 31, 2020 and 2019, the interest rate was 2.0625% and 3.3125%, respectively.
61
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
On November 12, 2020, the Borrowers entered into Amendment No. 2 (the “Amendment No. 2”) to that certain Credit Agreement, dated May 3, 2019 and as amended
by Amendment No. 1 dated May 28, 2019 (the “Amendment No. 1”), with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time
party thereto (collectively, the “Credit Agreement”). The Credit Agreement as amended by Amendment No. 2, increased the maximum consolidated total leverage ratio
permitted under the Credit Agreement to 4.00:1.00 from 3.00:1.00. In addition, Amendment No. 2 permits, among other things, the issuance by the Company of debt
securities, that may be convertible into equity interests of the Company, in an aggregate principal amount of up to $125,000 (the “Notes”), and eliminates the
requirement that the proceeds therefrom be used to prepay any revolving loans or term loans under the Credit Agreement.
All obligations under the Credit Agreement are secured by 100% of our domestic, and 65% of our foreign, subsidiary equity interests, as well as accounts receivable,
inventory, intellectual property and certain other assets owned by the Company. The Credit Agreement contains restrictions on the Company’s ability to pay dividends
or make distributions or other restricted payments if certain conditions in the Credit Agreement are not fulfilled. The Credit Agreement includes customary affirmative
and negative covenants, including financial covenants relating to the Company’s consolidated total leverage ratio and fixed charge coverage ratio. The Company was in
compliance with the debt covenants set forth in the Credit Agreement as of December 31, 2020.
(b) A foreign subsidiary of the Company has a revolving credit facility with a financial institution which matures on March 31, 2022. The foreign subsidiary pays interest
monthly on any borrowings on the credit facility. As of December 31, 2020, the rate was 1.3387%.
(c) Under the Credit Agreement, the Company had access to a term loan facility that was available for drawdown until May 3, 2020. On April 30, 2020, the Company
borrowed $20,000 under such term loan facility. The Company is required to repay the term loan through quarterly payments of $1,000 each beginning with
September 30, 2020, and any remaining obligations will be repaid in full on the maturity date of the Credit Agreement of May 3, 2024. The Company pays interest
monthly on any borrowings on the Credit Agreement. As of December 31, 2020, the rate was 2.0625%.
The aggregate maturities of the revolving credit facility for the years subsequent to December 31, 2020 are as follows:
2021
2022
2023
2024
Total future long-term debt payments
Less current portion
Long-term debt obligations
$
$
4,000
5,042
4,000
21,579
34,621
(4,000)
30,621
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 December 31, 2020, the Company’s derivative contracts had remaining maturities of less than one and one-half years. The counterparties to these transactions had both
long-term and short-term investment grade credit ratings. The maximum net exposure of the Company’s credit risk to the counterparties is generally limited to the aggregate
unrealized loss of all contracts with that counterparty, which is $1,629 as of December 31, 2020. The Company’s exposure of counterparty credit risk is limited to the
aggregate unrealized gain on all contracts. At December 31, 2020, there was no such exposure to the counterparties. The Company’s derivative counterparties have strong
credit ratings and as a result, the Company does not require collateral to facilitate transactions.
62
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
The Company held the following contracts designated as hedged instruments as of December 31, 2020 and 2019:
Foreign exchange contracts - Canadian Dollars
Foreign exchange contracts - Euros
Foreign exchange contracts - Canadian Dollars
Foreign exchange contracts - Euros
Foreign exchange contracts - Swiss Francs
December 31, 2020
Notional
Amount
$14,587
€ 24,481
Latest
Maturity
February 2022
February 2022
December 31, 2019
Notional
Amount
$15,932
€ 18,168
CHF 661
Latest
Maturity
February 2021
February 2021
August 2020
For contracts that qualify as effective hedge instruments, the effective portion of gains and losses resulting from changes in fair value of the instruments are included in
accumulated other comprehensive income (loss) and reclassified to sales in the period the underlying hedged transaction is recognized. Gains (losses) of $(139) and $1,017
were reclassified to sales during the years ended December 31, 2020 and 2019, respectively.
The following table presents the balance sheet classification and fair value of derivative instruments as of December 31, 2020 and 2019:
Classification
December 31, 2020
December 31, 2019
Derivative instruments in asset positions:
Forward exchange contracts
Derivative instruments in liability positions:
Forward exchange contracts
Forward exchange contracts
Prepaid and other current assets $
- $
Accounts payable and accrued
liabilities
Other long-term liabilities
$
$
1,539 $
90 $
NOTE 8. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Accumulated other comprehensive income (loss) (“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:
Balance as of December 31, 2019
Other comprehensive income (loss) before reclassifications
Amounts reclassified from other comprehensive income (loss)
Net current period other comprehensive income (loss)
Balance as of December 31, 2020
Foreign Currency
Translation Adjustments
Unrealized Gains (Losses)
on Cash Flow Hedges
Total
$
$
63
(286)
1,766
-
1,766
1,480
$
$
(17)
(1,069)
106
(963)
(980)
$
$
226
152
29
(303)
697
106
803
500
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
Foreign Currency
Translation Adjustments
Unrealized Gains (Losses)
on Cash Flow Hedges
Total
Balance as of December 31, 2018
Other comprehensive income (loss) before reclassifications
Amounts reclassified from other comprehensive income (loss)
Net current period other comprehensive loss
Balance as of December 31, 2019
$
$
73
(359)
-
(359)
(286)
$
$
404
487
(908)
(421)
(17)
$
$
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 years ended December 31, 2020 and 2019 were as follows:
Affected line item in the Consolidated
Statements of Comprehensive Income
Gains (losses) reclassified from AOCI to the Consolidated Statements of
Comprehensive Income
Twelve Months Ended
December 31, 2020
December 31, 2019
Foreign exchange contracts:
Sales
Less: Income tax (benefit) expense
Amount reclassified, net of tax
Total reclassifications from AOCI
$
$
$
(139) $
(33)
(106) $
(106) $
477
128
(908)
(780)
(303)
1,017
109
908
908
The Company’s policy is to classify reclassifications of cumulative foreign currency translation from AOCI to Other, net.
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 which prioritizes the inputs used in
measuring fair value as follows:
Level 1- inputs to the valuation methodology are quoted market prices for identical assets or liabilities in active markets.
Level 2- inputs to the valuation methodology include quoted prices in markets that are not active or model inputs that are
observable either directly or indirectly for substantially the full term of the asset or liability.
Level 3- inputs to the valuation methodology are based on prices or valuation techniques that are unobservable.
64
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
Assets and liabilities measured at fair value on a recurring basis at December 31, 2020 and 2019 were as follows:
Assets
Forward exchange contracts
Liabilities
Forward exchange contracts
Assets
Forward exchange contracts
Liabilities
Forward exchange contracts
Level 1
Level 2
Level 3
Total
December 31, 2020
- $
- $
- $
- $
- $
- $
1,629 $
1,629 $
December 31, 2019
- $
- $
- $
- $
Level 1
Level 2
Level 3
Total
- $
- $
- $
- $
226 $
226 $
181 $
181 $
- $
- $
- $
- $
-
-
1,629
1,629
226
226
181
181
$
$
$
$
$
$
$
$
Derivative financial instruments are recorded at fair value based on current market pricing models. No nonrecurring fair value measurements existed at December 31, 2020
and 2019.
NOTE 10. STOCKHOLDERS’ EQUITY
On August 6, 2018, the Company announced that its Board of Directors approved the initiation of a quarterly cash dividend program of $0.025 per share of the Company’s
common stock (the “Quarterly Cash Dividend”) or $0.10 per share on an annualized basis. The declaration and payment of future Quarterly Cash Dividends is subject to the
discretion of and approval of the Company’s Board of Directors. On May 1, 2020, the Company announced that, in light of the operational impact of the COVID-19
pandemic, its Board of Directors temporarily replaced its Quarterly Cash Dividend with a stock dividend (the “Quarterly Stock Dividend”). In 2020, 2019 and 2018, our total
Quarterly Cash Dividends were $1,520, $2,987 and $1,488, respectively. In 2020, our total Quarterly Stock Dividends were $1,533. On January 29, 2021, the Company
announced that its Board of Directors approved the payment on February 19, 2021 of the Quarterly Cash Dividend of $0.025 to the record holders of shares of the Company’s
common stock as of the close of business on February 8, 2021.
During the year ended December 31, 2020, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with three existing stockholders of the
Company. Pursuant to the Purchase Agreement, the Company sold 900,000 shares of its common stock in a registered direct offering (the “Offering”). The proceeds to the
Company from the Offering were $11,476.
On May 7, 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. The Company purchased shares of the Company’s common stock for
$4,167 and $2,349 under the Company’s authorized stock repurchase program during the years ended December 31, 2019 and 2018, respectively.
NOTE 11. EARNINGS PER SHARE
Basic earnings per share is computed by dividing earnings by the weighted average number of common shares outstanding during each period. Diluted earnings per share is
computed by dividing earnings by the total of the weighted average number of shares of common stock outstanding during each period, plus the effect of dilutive outstanding
stock options and unvested restricted stock grants. Potentially dilutive securities are excluded from the computation of diluted earnings per share if their effect is anti-dilutive
to the loss from continuing operations.
65
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
The following table is a reconciliation of basic and diluted shares of common stock outstanding used in the calculation of earnings per share:
Weighted average shares outstanding - basic
Effect of dilutive stock awards
Weighted average shares outstanding - diluted
Net income per share:
Basic
Diluted
2020
Year Ended December 31,
2019
2018
30,175
1,050
31,225
29,820
1,173
30,993
$
0.18 $
0.18
0.64 $
0.61
29,915
340
30,255
0.24
0.24
For the years ended December 31, 2020, 2019, and 2018, equity awards of 868, 702, and 1,164, respectively, were outstanding and anti-dilutive and therefore not included in
the calculation of net income per share for these periods.
NOTE 12. STOCK-BASED COMPENSATION PLAN
Under the Company’s current 2015 Stock Incentive Plan (the “2015 Plan”), the Company’s Board of Directors (the “Board of Directors”) has flexibility to determine the type
and amount of awards to be granted to eligible participants, who must be employees, directors, officers or consultants of the Company or its subsidiaries. The 2015 Plan
allows for grants of incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation rights, and restricted units. The aggregate number of
shares of common stock that may be granted through awards under the 2015 Plan to any employee in any calendar year may not exceed 500 shares. The 2015 Plan will
continue in effect until December 2025 unless terminated sooner. As of December 31, 2020, the number of shares authorized and reserved for issuance under the 2015 Plan is
6,800 shares, subject to automatic annual increase equal to 5% of the total number of shares of the Company’s outstanding common stock.
Options Granted:
During the year ended December 31, 2020, the Company issued stock options for an aggregate of 1,098 shares under the 2015 Plan to directors and employees of the
Company. The options issued during the year ended December 31, 2020 generally vest and become exercisable over a period of one year to five years and expire ten years
from the date of the grant.
For computing the fair value of the stock-based awards, the fair value of each option grant has been estimated as of the date of grant using the Black-Scholes option-pricing
model with the following assumptions:
Number of options
Option vesting period
Grant price (per share)
Dividend yield
Expected volatility (a)
Risk-free interest rate
Expected life (years) (b)
Weighted average fair value (per share)
2020
1,098
1 - 5 Years
$9.99 - $16.93
0.59% - 1.00%
40.9% - 44.2%
0.41% - 0.65%
5.31 - 6.50
$3.72 - $6.89
2019
188
1 - 3 Years
$13.21
0.76%
41.0% - 41.2%
1.88% - 1.93%
5.31 - 6.00
$4.87 - $5.13
2018
1,938
1 - 5 Years
$6.80 - $10.21
0.00% - 1.09%
40.6% - 42.5%
2.65% - 3.09%
5.00 - 6.50
$2.77 - $4.08
(a) Expected volatility is based upon the Company’s historical volatility.
(b) Because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for these grants, the
Company utilized the simplified method in developing an estimate of the expected term of these options.
Using these assumptions, the fair value of the stock options granted during the years ended December 31, 2020, 2019, and 2018 was $5,310, $952, and $6,059, respectively,
which will be amortized as stock-based compensation expense over the vesting period of the options.
66
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
Stock Award Granted:
On September 14, 2020, the Company issued and granted to the Executive Chairman a stock award of 244 shares under the 2015 Plan which vested immediately. The fair
value of the stock award was calculated as of the date of grant using the closing market price. The grant date fair value of the stock award granted during the year ended
December 31, 2020 was $3,314, which was immediately recognized to selling, general and administrative expenses.
Market Condition Restricted Shares Granted:
On August 27, 2020, the Company issued and granted to an employee a restricted stock award of 100 restricted shares under the 2015 Plan, of which 100 restricted shares
will vest if, on or before August 27, 2023, the Fair Market Value (as defined in the Plan) of the Company’s common stock shall have equaled or exceeded $15.00 per share for
twenty consecutive trading days. For computing the fair value of the 100 restricted shares with a market condition, the fair value of the restricted stock award grant has been
estimated as of the date of grant using the Monte-Carlo pricing model with the assumptions below. Subsequent to year end, the market-based condition was met and the
restricted shares became fully vested.
On January 7, 2019, the Company issued and granted to an employee a restricted stock award of 350 restricted shares under the 2015 Plan, that will vest as follows: (A) the
stock award will vest and become nonforfeitable if, on or before January 7, 2024, the closing price of the Company’s common stock shall have equaled or exceeded $15.00
per share for twenty consecutive trading days (such 20th day being the “Price Trigger Date”); and (B) once the Price Trigger Date occurs, (i) 117 shares of the Company’s
common stock shall vest on each of the first and second anniversary of the Price Trigger Date; and (ii) 116 shares of the Company’s common stock shall vest on the third
anniversary of the Price Trigger Date. For computing the fair value of the 350 restricted shares with a market condition, the fair value of each restricted stock award grant has
been estimated as of the date of grant using the Monte-Carlo pricing model with the assumptions below. Subsequent to year end, the market-based condition was met and the
Price Trigger Date occurred.
On January 7, 2019, the Company issued and granted to an employee a restricted stock award of 150 restricted shares under the 2015 Plan, that will vest as follows: (A) the
stock award will vest and become nonforfeitable if, on or before January 7, 2024, the closing price of the Company’s common stock shall have equaled or exceeded $15.00
per share for twenty consecutive trading days (such 20th day being the Price Trigger Date); and (B) once the Price Trigger Date occurs, the shares shall equally vest on each
of the first, second, third and fourth anniversary of the Price Trigger Date. For computing the fair value of the 150 restricted shares with a market condition, the fair value of
each restricted stock award grant has been estimated as of the date of grant using the Monte-Carlo pricing model with the assumptions below. Subsequent to year end, the
market-based condition was met and the Price Trigger Date occurred.
Number issued
Vesting period
Grant price (per share)
Dividend yield
Expected volatility
Risk-free interest rate
Expected term (years)
Weighted average fair value (per share)
August 27, 2020
January 7, 2019
100
$15.00 stock price target
$12.72
0.79%
41.1%
0.19%
0.52
$9.91
500
$15.00 stock price target
$10.21
0.0%
42.4%
2.53%
4.28 - 5.28
$7.92
Using these assumptions, the fair value of the market condition restricted stock awards granted on August 27, 2020 was approximately $991 and January 7, 2019 was
approximately $3,753.
67
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
The total non-cash stock compensation expense related to stock options and restricted stock awards recorded by the Company was as follows:
Restricted stock awards
Stock options
Stock awards
Total
2020
Year Ended December 31,
2019
2018
$
$
1,488 $
1,989
3,314
6,791 $
1,058 $
1,891
-
2,949 $
1,158
1,494
-
2,652
For the years ended December 31, 2020, 2019, and 2018, the majority of stock-based compensation costs were classified as selling, general and administrative expense. A
summary of changes in outstanding options and restricted stock awards during the year ended December 31, 2020 is as follows:
Outstanding at December 31, 2019
Granted
Exercised or vested
Expired
Cancelled
Forfeited
Outstanding at December 31, 2020
Options exercisable at December 31, 2020
Options
Weighted Average
Exercise Price
Aggregate Intrinsic
Value
Restricted Stock
Awards
3,911 $
1,098
(308)
(800)
-
-
3,901 $
2,088
7.72 $
13.89
7.00
8.75
-
-
9.30 $
7.48 $
22,840
23,802
16,536
600
100
-
(100)
-
-
600
The following table summarizes the exercise price range, weighted average exercise price, and remaining contractual lives by significant ranges for options outstanding and
exercisable as of December 31, 2020:
Exercise Price Range
$4.38 - $12.51
$12.51 - $16.93
Outstanding
Exercisable
Outstanding
Exercisable
Remaining Life In Years
2,868
1,033
3,901
1,990
98
2,088
5.4
9.0
6.0
Weighted Average
Exercise Price
5.4 $
7.4 $
5.5 $
7.20
13.23
7.48
The intrinsic value of options exercised was $2,006, $607, and $315 during the years ended December 31, 2020, 2019, and 2018, respectively. The intrinsic value of
restricted stock awards vested was $0, $3,252, and $2,720 during the years ended December 31, 2020, 2019, and 2018, respectively. Total fair value of options vested during
the years ended December 31, 2020, 2019, and 2018 was $1,722, $1,610, and $1,757, respectively. Total fair value of restricted stock awards vested during the years ended
December 31, 2020, 2019, and 2018 was $0, $919, and $1,076, respectively.
The fair value of unvested restricted stock awards is determined based on the market price of our shares of common stock on the grant date or using the Monte-Carlo pricing
model. As of December 31, 2020, there were 1,814 unvested stock options and unrecognized compensation cost of $7,413 related to unvested stock options, as well as 600
unvested restricted stock awards and unrecognized compensation cost of $2,430 related to unvested restricted stock awards. Unrecognized compensation cost of unvested
stock options and restricted stock awards are expected to be recognized over the weighted average period of 2.6 years and 2.3 years, respectively.
68
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
NOTE 13. RESTRUCTURING
As part of the conclusion of the Company’s review of strategic alternatives, the Company initiated restructuring activities in efforts to further realign resources within the
organization (the “2015 Restructuring Plan”) and completed the plan in 2018 with a final payment in 2019. During the year ended December 31, 2019 and 2018, we incurred
$13 and $137, respectively, of restructuring charges related to the 2015 Restructuring Plan. We have incurred $2,694 of cumulative restructuring charges since the
commencement of the 2015 Restructuring Plan.
NOTE 14. COMMITMENTS AND CONTINGENCIES
As a consumer goods manufacturer and distributor, the Company faces the risk of product liability and related lawsuits involving claims for substantial money damages,
product recall actions and higher than anticipated rates of warranty returns or other returns of goods. The Company is therefore vulnerable to various personal injury and
property damage lawsuits relating to its products and incidental to its business.
The Company is involved in various legal disputes and other legal proceedings that arise from time to time in the ordinary course of business. 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 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.
NOTE 15. INCOME TAXES
Consolidated income before income taxes consists of the following:
U.S. operations
Foreign operations
Income before income tax
The components of the benefit for income taxes consist of the following:
Current:
Federal
State and local
Foreign
Deferred:
Federal
State and local
Foreign
Change in valuation allowance for deferred income taxes
Income tax benefit
2020
Year Ended December 31,
2019
2018
$
$
362 $
3,223
3,585 $
8,553 $
1,428
9,981 $
8,998
(2,525)
6,473
2020
Year Ended December 31,
2019
2018
$
$
34 $
390
863
1,287
3,084
44
(91)
3,037
(6,284)
(3,247)
(41) $
179
111
249
1,133
(156)
3,273
4,250
(13,490)
(9,240)
(1,960) $
(8,991) $
(74)
41
295
262
2,645
326
(575)
2,396
(3,486)
(1,090)
(828)
The Company’s foreign operations that are considered to be permanently reinvested have statutory tax rates of approximately 25%.
69
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
The following is a reconciliation of the statutory federal income tax rate to the effective rate reported in the Company’s financial statements:
Statutory income tax expense
Increase (decrease) in income taxes resulting from:
Foreign taxes
State income taxes, net of federal income taxes
Income tax credits
Incentive stock options
Change in effective state rate
Deferred tax asset write-offs
Executive compensation limitation
Other
Change in valuation allowance
Income tax benefit
2020
Year Ended December 31,
2019
2018
21.0 %
21.0 %
3.6
10.2
(17.1)
9.9
2.3
73.1
15.6
2.1
(175.4)
(54.7) %
0.2
1.9
(5.6)
(3.7)
(0.1)
31.4
-
0.7
(135.9)
(90.1) %
21.0 %
(0.9)
3.4
(6.8)
1.3
0.3
21.7
-
1.1
(53.9)
(12.8) %
The deferred tax asset write-offs relate to historical research and development tax credits and certain investments that were fully offset by a release in the valuation allowance.
Deferred income tax assets and liabilities are determined based on the difference between the financial reporting carrying amounts and tax bases of existing assets and
liabilities and operating loss and tax credit carryforwards. Significant components of the Company’s existing deferred income tax assets and liabilities as of December 31,
2020 and 2019 are as follows:
Deferred tax assets:
Net operating loss, capital loss amount and research & experimentation credit carryforwards
Non-cash compensation
Accrued liabilities
Reserves and other
Intangibles
$
Valuation allowance
Net deferred tax assets
Deferred tax liabilities:
Depreciation
Intangibles
Other
Total
December 31,
2020
2019
37,206 $
1,528
274
1,462
68
40,538
(22,348)
18,190
(1,074)
(7,529)
299
(8,304)
40,949
1,622
263
1,027
84
43,945
(28,632)
15,313
(1,091)
(7,542)
-
(8,633)
6,680
$
9,886 $
Certain deferred income tax balances are not netted as they represent deferred amounts applicable to different taxing jurisdictions. The Company has provided a valuation
allowance against a portion of the deferred tax assets as of December 31, 2020, because the ultimate realization of those assets does not meet the more-likely-than-not criteria.
The majority of the Company’s deferred tax assets consist of net operating loss carryforwards for federal tax purposes. If a change in control were to occur, these could be
limited under Section 382 of the Internal Revenue Code of 1986 (“Code”), as amended.
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 income 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
70
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
are considered critical due to the amount of deferred tax assets recorded by the Company on its consolidated balance sheets and the judgment required in determining the
Company’s potential for future taxable income. The need for a valuation allowance is reassessed at each reporting period.
The net change in the valuation allowance for deferred income tax assets was ($6,284), ($13,490), and ($3,689) during the years ended December 31, 2020, 2019, and 2018,
respectively. A roll forward of our valuation allowance for deferred income tax assets for the years ended December 31, 2020, 2019, and 2018 is as follows:
Balance at Beginning of Year
Charged to Costs and
Expenses
Other Adjustments
Balance at End of Year
2018
2019
2020
$
$
$
45,811 $
42,122 $
28,632 $
(3,486) $
(13,473) $
(6,284) $
(203)
(17)
-
$
$
$
42,122
28,632
22,348
As of December 31, 2020, the Company has net operating loss carryforwards (“NOLs”) and research and experimentation credit for U.S. federal income tax purposes of
$120,309 and $1,889, respectively. The Company believes its U.S. Federal NOLs will substantially offset its future U.S. Federal income taxes until expiration. 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 NOLs.
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, 2020
Expiration Dates December 31,
2022
2023
2024
2025 and beyond
Total
Net Operating Loss
Amount
$
$
99,596
5,853
3,566
11,294
120,309
Tax positions are recognized in the financial statements when it is more likely than not that the position will be sustained upon examination by the tax authorities. The
Company conducts its business globally. As a result, the Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign
jurisdictions and are subject to examination for the open tax years in the U.S. federal and state jurisdictions of 2015-2019 and in the foreign jurisdictions of 2007-2019. The
Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense.
A reconciliation of the beginning and ending amount of total unrecognized tax benefits for the years ended December 31, 2020, 2019 and 2018 are follows:
Balance, beginning of year
Additions for current year tax positions
Additions for prior year tax positions
Reductions for prior year tax positions
Balance, end of year
2020
December 31,
2019
2018
$
$
561 $
87
12
(233)
427 $
545 $
77
11
(72)
561 $
476
69
-
-
545
Included in the balance of total unrecognized tax benefits at December 31, 2020 and 2019, are potential benefits of $427 and $561, respectively, that if recognized, would
affect the effective rate, subject to impact of valuation allowance, on income from continuing operations. Unrecognized tax benefits that reduce a net operating loss, similar
tax loss or tax credit carryforward are presented as a reduction to deferred income taxes. As a result, the Company classified $292 and $462 of its unrecognized tax benefit as
a reduction to deferred tax assets as of December 31, 2020 and 2019, respectively.
71
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
Interest and penalty expense recognized related to uncertain tax positions were not significant during the years ending December 31, 2020, 2019, and 2018, respectively.
Total accrued interest and penalties as of December 31, 2020 were not significant and $4 as of December 31, 2019 and were included in accounts payable and accrued
liabilities.
NOTE 16. SEGMENT INFORMATION
We operate our business structure within two segments. These segments are defined based on the internal financial reporting used by our chief operating decision maker to
allocate resources and assess performance. Certain significant selling and general and administrative expenses are not allocated to the segments including non-cash stock
compensation expense. Each segment is described below:
· Our Black Diamond segment, which includes Black Diamond Equipment, PIEPS, and SKINourishment, is a global leader in designing, manufacturing, and marketing
innovative outdoor engineered equipment and apparel for climbing, mountaineering, trail running, backpacking, skiing, and a wide range of other year-round outdoor
recreation activities. Our Black Diamond segment offers a broad range of products including: high-performance, activity-based apparel (such as shells, insulation,
midlayers, pants and logowear); rock-climbing footwear and equipment (such as carabiners, protection devices, harnesses, belay devices, helmets, and ice-climbing
gear); technical backpacks and high-end day packs; trekking poles; headlamps and lanterns; gloves and mittens; and skincare and other sport-enhancing products. We
also offer advanced skis, ski poles, ski skins, and snow safety products, including avalanche airbag systems, avalanche transceivers, shovels, and probes.
· Our Sierra segment, which includes Sierra and Barnes, includes two iconic American manufacturers of a wide range of high-performance bullets and ammunition for
both rifles and pistols. These bullets are used for precision target shooting, hunting and military and law enforcement purposes.
As noted above, the Company has a wide variety of technical outdoor equipment and lifestyle products focused on the climb, ski, mountain and sport product categories that
are sold to a variety of customers in multiple end markets. While there are multiple products sold, the terms and nature of revenue recognition policy is similar for all
segments. The sport product category represents the Sierra segment revenue.
We divide our product offerings into four primary categories of climb, mountain, ski and sport. Revenue by category as a percentage of total consolidated revenues is as
follows:
Climb
Mountain
Ski
Sport
2020
Year Ended December 31,
2019
2018
28 %
28 %
20 %
24 %
31 %
34 %
22 %
13 %
30 %
34 %
19 %
17 %
72
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
Financial information for our segments is as follows:
Sales to external customers:
Black Diamond
Domestic sales
International sales
Total Black Diamond
Sierra
Domestic sales
International sales
Total Sierra
Total sales to external customers
Segment operating income:
Black Diamond
Sierra
Total segment operating income
Restructuring charge
Transaction costs
Corporate and other expenses
Interest expense, net
Income before income tax
2020
Year Ended December 31,
2019
2018
$
86,717 $
84,514
171,231
100,294 $
99,652
199,946
45,509
7,267
52,776
224,007
5,933
12,924
18,857
-
(2,433)
(11,578)
(1,261)
21,457
8,034
29,491
229,437
15,553
4,008
19,561
(13)
(166)
(8,043)
(1,358)
$
3,585 $
9,981 $
86,432
90,314
176,746
26,105
9,290
35,395
212,141
11,102
5,808
16,910
(137)
(503)
(8,458)
(1,339)
6,473
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 December 31, 2020 and 2019, were as follows:
Black Diamond
Sierra
Corporate
Capital expenditures, depreciation and amortization by segment is as follows.
Capital expenditures:
Black Diamond
Sierra
Total capital expenditures
Depreciation:
Black Diamond
Sierra
Total depreciation
Amortization:
Black Diamond
Sierra
Total amortization
December 31,
2020
2019
$
$
141,746
113,430
25,515
280,691
$
$
147,261
72,104
10,900
230,265
2020
Year Ended December 31,
2019
2018
3,376 $
2,035
5,411 $
2,782 $
2,019
4,801 $
1,061 $
3,009
4,070 $
2,636 $
1,480
4,116 $
2,645 $
1,905
4,550 $
1,111 $
2,441
3,552 $
2,560
805
3,365
2,469
1,954
4,423
1,099
2,774
3,873
$
$
$
$
$
$
73
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
NOTE 17. LEASES
The Company has entered into leases for certain facilities, vehicles and other equipment. Our operating leases have remaining contractual terms of up to nine years, some of
which include options to extend the leases for up to ten years. Our operating lease costs are primarily related to facility leases for inventory warehousing, administration
offices and vehicles. The Company’s finance leases are immaterial.
Operating lease ROU assets and liabilities as of December 31, 2020 and 2019, were as follows:
Assets
Operating lease ROU assets
Liabilities
Current operating lease liabilities
Noncurrent operating lease liabilities
Operating lease costs were as follows:
Lease costs
Variable lease costs
Short-term lease costs
Balance Sheet Classification
December 31, 2020
December 31, 2019
Other long-term assets
Accounts payable and accrued liabilities
Other long-term liabilities
$
$
$
5,334 $
1,200
973 $
4,414 $
681
500
Affected line item in the Consolidated
Statements of Comprehensive Income
Cost of goods sold, Selling, general and administrative
Cost of goods sold, Selling, general and administrative
Cost of goods sold, Selling, general and administrative
December 31, 2020
$
$
Year Ended
December 31, 2019
750
208
228
1,186
940 $
194
189
1,323 $
The maturity of operating lease liabilities as of December 31, 2020 are as follows:
Years Ending December 31,
2021
2022
2023
2024
2025 and thereafter
Total future lease payments
Less: amount representing interest
Present value of future lease payments
Less: current lease obligations
Long-term lease obligations
Operating Lease
Payments
1,067
814
732
586
2,618
5,817
(430)
5,387
(973)
4,414
$
$
As of December 31, 2020, our operating leases have a weighted-average remaining lease term of 4.32 years and a weighted-average discount rate of 2.24%. Total rent
expense of the Company for the year ended December 31, 2018 was $838, as determined prior to the adoption of ASC 842.
74
CLARUS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, except per share amounts)
NOTE 18. RELATED PARTY TRANSACTIONS
During the year ended December 31, 2020, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with three existing stockholders of the
Company. Pursuant to the Purchase Agreement, the Company sold its common stock in a registered direct offering (the “Offering”). Upon the Company’s closing of the
Offering, the Company paid a fee in the amount of $250 to Kanders & Company, Inc. (“Kanders & Company”), which were deducted from the net proceeds, in consideration
of the significant support received by the Company from Kanders & Company in sourcing, structuring, and negotiating the Offering. Mr. Warren B. Kanders, the Company’s
Executive Chairman of the Board of Directors is a member of the Board of Directors and sole stockholder of Kanders & Company.
Upon the Company’s acquisition of Barnes, on October 2, 2020, the Company paid a fee in the amount of $500 to Kanders & Company, which is included in transaction
costs, in consideration of the significant support received by the Company from Kanders & Company in sourcing, structuring, performing due diligence and negotiating the
acquisition of Barnes.
SUPPLEMENTARY DATA – QUARTERLY FINANCIAL DATA (Unaudited)
The following table sets forth selected quarterly data for the years ended December 31, 2020 and 2019. The operating results are not indicative of results for any future
period.
Net sales
Gross profit
Operating income (loss)
Net income (loss)
Net income (loss) per share:
Basic
Diluted
Net sales
Gross profit
Operating income (loss)
Net income (loss)
Net income (loss) per share:
Basic
Diluted
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Year Ended December 31, 2020
(in thousands, except per share amounts)
53,555 $
18,512
892
36
0.00 $
0.00
30,014 $
10,636
(4,037)
(2,743)
(0.09) $
(0.09)
64,491 $
21,669
1,555
1,183
0.04 $
0.04
75,947
26,978
5,524
7,069
0.23
0.22
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Year Ended December 31, 2019
(in thousands, except per share amounts)
61,218 $
22,056
4,417
3,787
0.13 $
0.12
46,994 $
15,992
(1,241)
(694)
(0.02) $
(0.02)
60,203 $
20,557
4,077
3,492
0.12 $
0.11
61,022
21,686
4,179
12,387
0.42
0.40
$
$
$
$
Basic and diluted net income (loss) per share are computed independently for each of the quarters presented. Therefore, the sum of the quarterly amounts may not equal the
total computed for the year.
75
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
CLARUS CORPORATION
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s management carried out an evaluation, under the supervision and with the participation of the Company’s Executive Chairman and Chief Financial Officer,
its principal executive officer and principal financial officer, respectively, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures
(as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2020, pursuant to Exchange Act Rule 13a-15. Such disclosure controls
and procedures are designed to ensure that information required to be disclosed by the Company is accumulated and communicated to the appropriate management on a basis
that permits timely decisions regarding disclosure. Based upon that evaluation, the Company’s Executive Chairman and Chief Financial Officer concluded that the Company’s
disclosure controls and procedures as of December 31, 2020, were effective.
Management’s Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).
The Company’s internal control over financial reporting includes those policies and procedures that:
· pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
· provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that receipts
and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
· provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
As required by Section 404 of the Sarbanes-Oxley Act of 2002, management assessed the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”) in Internal Control-Integrated Framework (2013).
The Company acquired certain assets and liabilities constituting the Barnes business (“Barnes”) on October 2, 2020. Management excluded Barnes from its assessment of the
effectiveness of the Company’s internal control over financial reporting as of December 31, 2020. Barnes’ financial statements constitute 14% of total assets and 3% of total
sales of the consolidated financial statement amounts as of and for the year ended December 31, 2020.
Based on our assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2020.
The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on the Company’s internal control over financial reporting,
which is included herein.
Changes in Internal Control Over Financial Reporting
On October 2, 2020, the Company acquired Barnes. Because Barnes utilizes separate information and accounting systems, the Company has implemented internal controls
over financial reporting for acquisition-related accounting and disclosures. The acquisition of Barnes represents a material change in internal control over financial reporting
since management’s last assessment of the Company’s internal control over financial reporting, which was completed as of December 31, 2019.
76
CLARUS CORPORATION
The Company’s management is reviewing and evaluating its internal control procedures and the design of those control procedures related to the Barnes’ acquisition and
evaluating when it will complete an evaluation and review of Barnes’ internal controls over financial reporting.
Except as described above, there has been no change in our internal control over financial reporting that occurred during our fiscal quarter ended December 31, 2020, that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
77
CLARUS CORPORATION
Report of Independent Registered Public Accounting Firm
To the stockholders and the Board of Directors of Clarus Corporation:
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Clarus Corporation and subsidiaries (the “Company”) as of December 31, 2020, based on criteria established
in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the
Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control —
Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements
as of and for the year ended December 31, 2020, of the Company and our report dated March 8, 2021, expressed an unqualified opinion on those financial statements.
As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at
Barnes, which was acquired on October 2, 2020, and whose financial statements constitute 14% of total assets and 3% of total sales of the consolidated financial statement
amounts as of and for the year ended December 31, 2020. Accordingly, our audit did not include the internal control over financial reporting at Barnes.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control
over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the
Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
/s/ Deloitte & Touche LLP
Salt Lake City, Utah
March 8, 2021
78
CLARUS CORPORATION
ITEM 9B. OTHER INFORMATION
None.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III
Information regarding executive officers is included in Part I of this Annual Report on Form 10-K as permitted by General Instruction G(3).
The Company has adopted a code of ethics that applies to its principal executive officer and principal financial officer, and to all of its other officers, directors and employees.
The code of business conduct and ethics may be accessed at www.claruscorp.com, our Internet website, at the tab “Governance” under the section called “Governance
Documents.” The Company intends to disclose future amendments to, or waivers from, certain provisions of its code of business conduct and ethics, if any, on the above
website within five business days following the date of such amendment or waiver.
Other information required by Item 10, including information regarding directors, membership and function of the audit committee, including the financial expertise of its
members, and Section 16(a) compliance, appearing under the captions “Election of Directors”, “Information Regarding Board of Directors and Committees” and “Other
Matters” in our Proxy Statement used in connection with our 2021 Annual Meeting of Stockholders, is incorporated herein by reference. The Company intends to file its
Proxy Statement with the Securities Exchange Commission (the “SEC”) not later than 120 days after December 31, 2020.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth under the caption “Executive Compensation” in our Proxy Statement used in connection with our 2021 Annual Meeting of Stockholders, is
incorporated herein by reference. The Company intends to file its Proxy Statement with the SEC not later than 120 days after December 31, 2020.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in our Proxy Statement
used in connection with our 2021 Annual Meeting of Stockholders, is incorporated herein by reference. The Company intends to file its Proxy Statement with the SEC not
later than 120 days after December 31, 2020.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information set forth under the caption “Certain Relationships and Related Transactions, and Director Independence” in our Proxy Statement used in connection with our
2021 Annual Meeting of Stockholders, is incorporated herein by reference. The Company intends to file its Proxy Statement with the SEC not later than 120 days after
December 31, 2020.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information set forth under the caption “Principal Accountant Fees and Services” in our Proxy Statement used in connection with our 2021 Annual Meeting of
Stockholders, is incorporated herein by reference. The Company intends to file its Proxy Statement with the SEC not later than 120 days after December 31, 2020.
79
CLARUS CORPORATION
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Financial Statements, Financial Statement Schedules and Exhibits
(a)(1) The Financial Statements. The Financial Statements of the Company are included in Item 8 above.
(a)(2) Financial Statement Schedules. No schedules are included because the required information is inapplicable, not required or are presented in the financial statements or
the related notes thereto.
(a)(3) The following Exhibits are hereby filed as part of this Annual Report on Form 10-K:
Exhibit
Number Exhibit
2.1
2.2
2.3
2.4
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
4.1
4.2
4.3
4.4
10.1
Purchase and Sale Agreement by and among Everest/Sapphire Acquisition, LLC Sierra Bullets L.L.C., BHH Management, Inc. and Lumber Management, Inc.,
dated as of August 21, 2017 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 25, 2017 and incorporated
herein by reference).
Stock Purchase Agreement dated March 10, 2020, by and among Everest/Sapphire Acquisition, LLC, the Company, S.K.B. Corporation, David Sanderson and
Steven Kottman (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2020 and incorporated herein by
reference).
Letter Agreement dated April 30, 2020, by and among Everest/Sapphire Acquisition, LLC, the Company, S.K.B. Corporation, David Sanderson, Steven
Kottman and Steven Kottman, as Sellers’ Representative (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 1,
2020 and incorporated herein by reference).
Asset Purchase Agreement dated September 30, 2020, by and among Sierra Bullets, L.L.C., as Buyer, and Remington Outdoor Company, Inc., certain of its
subsidiaries, as Seller (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 2, 2020 and incorporated herein by
reference).
Amended and Restated Certificate of Incorporation of the Company (filed as Appendix C to the Company’s Definitive Proxy Statement, filed with the SEC on
November 6, 2002 and incorporated herein by reference).
Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 of the Company’s Current Report on
Form 8-K, filed with the SEC on July 31, 2003 and incorporated herein by reference).
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Current Report on
Form 8-K, filed with the SEC on January 24, 2011 and incorporated herein by reference).
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Current Report on
Form 8-K, filed with the SEC on August 14, 2017 and incorporated herein by reference).
Amended and Restated Bylaws of the Company (filed as Appendix D to the Company’s Definitive Proxy Statement, filed with the SEC on November 6, 2002
and incorporated herein by reference).
Amendment No. 1 to the Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.4 of the Company’s Annual Report on
Form 10-K, filed with the SEC on March 31, 2003).
Amendment No. 2 to the Amended and Restated By-Laws of the Company (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the
SEC on June 4, 2010 and incorporated herein by reference).
Amendment No. 3 to the Amended and Restated By-Laws of the Company (filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q, filed with
the SEC on August 9, 2010 and incorporated herein by reference).
Amendment No. 4 to the Amended and Restated By-Laws of the Company (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the
SEC on June 9, 2016 and incorporated herein by reference).
Amendment No. 5 to the Amended and Restated By-Laws of the Company (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed with
the SEC on August 7, 2017 and incorporated herein by reference).
Form of Certificate of Designation of Series A Junior Participating Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed
with the SEC on February 13, 2008 and incorporated herein by reference).
See Exhibits 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10 and 3.11 for provisions of the Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws of the Company defining rights of the holders of Common Stock of the Company.
Company’s Specimen Common Stock Certificate.
Rights Agreement, dated as of February 12, 2008, by and between the Company and American Stock Transfer & Trust Company (filed as Exhibit 4.2 to the
Company’s Current Report on Form 8-K, filed with the SEC on February 13, 2008 and incorporated herein by reference).
Form of Rights Certificate (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 13, 2008 and incorporated
herein by reference).
Form of Indemnification Agreement for Directors and Executive Officers of the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K,
filed with the SEC on December 23, 2002 and incorporated herein by reference).
80
CLARUS CORPORATION
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
Employment Agreement between the Company and Warren B. Kanders, dated as of June 1, 2017 (filed as Exhibit 10.1 to the Company’s Current Report on
Form 8-K, filed with the SEC on June 6, 2017 and incorporated herein by reference). +
Employment Agreement, dated as of August 27, 2020, between the Company and Aaron Kuehne (filed as Exhibit 10.1 to the Company’s Current Report on
Form 8-K filed with the SEC on September 1, 2020 and incorporated herein by reference).+
Employment Agreement between the Company and John Walbrecht, dated as of January 1, 2021 (filed as Exhibit 10.1 to the Company’s Current Report on
Form 8-K, filed with the SEC on January 6, 2021 and incorporated herein by reference). +
Company’s 2005 Stock Incentive Plan (filed as Appendix A of the Company’s Definitive Proxy Statement, filed with the SEC on May 2, 2005 and incorporated
herein by reference). +
Amendment No. 1 to the Company’s 2005 Stock Incentive Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on
September 7, 2010 and incorporated herein by reference). +
Company’s 2015 Stock Incentive Plan (filed as Appendix A to the Company’s Proxy Statement, filed with the SEC on November 9, 2015 and incorporated
herein by reference). +
Form of Stock Option Agreement for the Company’s 2015 Stock Incentive Plan (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with
the SEC on December 17, 2015 and incorporated herein by reference). +
Form of Stock Award Agreement for the Company’s 2015 Stock Incentive Plan (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with
the SEC on December 17, 2015 and incorporated herein by reference). +
Form of 5% Unsecured Subordinated Note due May 28, 2017 (filed as Exhibit 10.9 to the Company’s Current Report on Form 8-K, filed with the SEC on
June 4, 2010 and incorporated herein by reference).
Credit Agreement, effective as of May 3, 2019, by and among the Company, Black Diamond Retail, Inc., Black Diamond Retail – Alaska, LLC, Sierra Bullets,
L.L.C., SKINourishment, LLC, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders from time to
time party thereto (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2019 and incorporated herein by
reference).
Pledge and Security Agreement, effective as of May 3, 2019, by and among the Company, Black Diamond Equipment, Ltd., Black Diamond Retail, Inc., Sierra
Bullets, L.L.C., Everest/Sapphire Acquisition, LLC, BD European Holdings, LLC, SKINourishment, LLC, Black Diamond Retail – Alaska, LLC, the other
grantors party thereto, and JPMorgan Chase Bank, N.A. (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 6,
2019 and incorporated herein by reference).
10.13 Amendment No. 2 to Credit Agreement dated as of November 12, 2020, by and among the Company, Black Diamond Retail, Inc., Black Diamond Retail –
Alaska, LLC, Sierra Bullets, L.L.C., SKINourishment, LLC, Black Diamond Retail – Colorado, LLC, Black Diamond Retail – Montana, LLC, Barnes Bullets –
Mona, LLC, the other loan parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders from time to time party thereto
(filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 17, 2020 and incorporated herein by reference)..
Letter to Kennedy Capital Management, Inc. dated September 18, 2017 (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC
on September 22, 2017 and incorporated herein by reference).
Letter to Greenhouse Funds LLLP dated November 7, 2017 (filed as Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on
November 7, 2017 and incorporated herein by reference).
Letter to Brown Advisory Incorporated dated September 25, 2020 (filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on
September 29, 2020 and incorporated herein by reference).
Letter to ArrowMark Colorado Holdings, LLC dated January 25, 2019 (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC
on January 31, 2019 and incorporated herein by reference).
Letter to TT Investimentos Ltda. dated March 23, 2020 (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 24,
2020 and incorporated herein by reference).
Securities Purchase Agreement, September 25, 2020, by and between the Company and the Purchasers thereto (filed as Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed with the SEC on September 29, 2020 and incorporated herein by reference).
10.14
10.15
10.16
10.17
10.18
10.19
81
CLARUS CORPORATION
21.1
23.1
31.1
31.2
32.1
32.2
Subsidiaries of the Company. **
Consent of Independent Registered Public Accounting Firm. **
Certification of Principal Executive Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. **
Certification of Principal Financial Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. **
Certification of Principal Executive Officer, pursuant to 18. U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley of 2002. ***
Certification of Principal Financial Officer, pursuant to 18. U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley of 2002. ***
101.INS XBRL Instance Document. **
101.SCH XBRL Taxonomy Extension Schema Document. **
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. **
101.LAB XBRL Taxonomy Extension Label Linkbase Document. **
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. **
+
**
***
Management contract or compensatory plan or arrangement.
Filed herewith
Furnished herewith
82
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CLARUS CORPORATION
SIGNATURES
Name
Date: March 8, 2021
/s/ Warren B. Kanders
Warren B. Kanders
/s/ Aaron J. Kuehne
Aaron J. Kuehne
/s/ Donald L. House
Donald L. House
/s/ Nicholas Sokolow
Nicholas Sokolow
/s/ Michael A. Henning
Michael A. Henning
CLARUS CORPORATION
By: /s/ Aaron J. Kuehne
Aaron J. Kuehne
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Title
Executive Chairman and Director
(Principal Executive Officer)
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Director
Director
Director
83
The following are subsidiaries of Clarus Corporation as of December 31, 2020 and the jurisdictions in which they are organized.
SUBSIDIARIES OF CLARUS CORPORATION
EXHIBIT 21.1
Company
Everest/Sapphire Acquisition, LLC
Black Diamond Equipment, Ltd.
Black Diamond Retail, Inc.
Black Diamond Retail – Alaska, LLC
Black Diamond Retail – Colorado, LLC
Black Diamond Retail – Montana, LLC
Black Diamond Equipment Europe GmbH
Black Diamond Equipment Retail GmbH
BD European Holdings, LLC
Black Diamond Austria GmbH
PIEPS GmbH
SKINourishment, LLC
Sierra Bullets, L.L.C.
Barnes Bullets – Mona, LLC
State or Jurisdiction of Incorporation/Organization
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Austria
Austria
Delaware
Austria
Austria
Delaware
Delaware
Delaware
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-218754 on Form S-8 of our reports dated March 8, 2021, relating to the
financial statements of Clarus Corporation and the effectiveness of Clarus Corporation's internal control over financial reporting appearing in this Annual
Report on Form 10-K for the year ended December 31, 2020.
EXHIBIT 23.1
/s/ Deloitte & Touche LLP
Salt Lake City, Utah
March 8, 2021
EXHIBIT 31.1
I, Warren B. Kanders, certify that:
1. I have reviewed this annual report on Form 10-K of Clarus Corporation;
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting;
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Date: March 8, 2021
By: /s/ Warren B. Kanders
Name: Warren B. Kanders
Title: Executive Chairman
(Principal Executive Officer)
EXHIBIT 31.2
I, Aaron J. Kuehne certify that:
1. I have reviewed this annual report on Form 10-K of Clarus Corporation;
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting;
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Date: March 8, 2021
By: /s/ Aaron J. Kuehne
Name: Aaron J. Kuehne
Title: Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.1
I, Warren B. Kanders, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report of Clarus Corporation on Form 10-K for the year ended December 31, 2020, fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents in all material respects the financial
condition and results of operations of Clarus Corporation.
A signed original of this written statement required by Section 906 has been provided to Clarus Corporation and will be retained by Clarus Corporation and
furnished to the Securities and Exchange Commission or its staff upon request.
Date: March 8, 2021
By: /s/ Warren B. Kanders
Name: Warren B. Kanders
Title: Executive Chairman
(Principal Executive Officer)
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.2
I, Aaron J. Kuehne, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report of Clarus Corporation on Form 10-K for the year ended December 31, 2020 fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents in all material respects the financial
condition and results of operations of Clarus Corporation.
A signed original of this written statement required by Section 906 has been provided to Clarus Corporation and will be retained by Clarus Corporation and
furnished to the Securities and Exchange Commission or its staff upon request.
Date: March 8, 2021
By: /s/ Aaron J. Kuehne
Name: Aaron J. Kuehne
Title: Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)