United States
Securities and Exchange Commission
Washington, D.C. 20549
Form
Current Report
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Item 2.02 Results of Operations and Financial Condition
On February 1, 2021, the Registrant issued a press release announcing preliminary results for the fourth quarter and full year ended December 31, 2020 (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 and incorporated herein by reference.
The Press Release contains the non-GAAP measure adjusted earnings before interest, taxes, other income or expense, depreciation and amortization (“adjusted EBITDA”). The Company believes that the presentation of the non-GAAP measure, i.e. adjusted EBITDA, provide useful information for the understanding of its ongoing operations and enables investors to focus on period-over-period operating performance, and thereby enhances the user's overall understanding of the Company's current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company's reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measure is comparable to similarly titled financial measures used by other publicly traded companies.
Because the Company has not completed its year end closing process, it does not have sufficient information to provide within the Press Release a reconciliation of the non-GAAP measure adjusted EBITDA to a comparable GAAP financial measure such as net income. As a result, the Company believes it is relevant to provide the following GAAP financial measures for the fourth quarter of 2020: depreciation and amortization of $3.2 million, stock-based compensation of $1.4 million, transaction costs of $0.6 million, and inventory fair value of purchase accounting of $0.4 million.
Our preliminary financial results for the quarter and year ended December 31, 2020 are based solely on information currently available to management and are unaudited. This financial information does not represent a comprehensive statement of our financial results for the quarter and the year ended December 31, 2020 and remains subject to the completion of our financial closing procedures and internal reviews. As a result, our actual results presented may vary materially from these preliminary estimates. These estimates are not a comprehensive statement of our financial results for the periods presented and should not be viewed as a substitute for full financial statements prepared in accordance with U.S. GAAP. Deloitte & Touche LLP has not audited, reviewed, compiled or performed any procedures with respect to the preliminary financial results. Accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto
The information in Item 2.02 of this Current Report on Form 8-K and the Press Release attached hereto as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit | Description | |
| 99.1 | Press Release dated February 1, 2021 (furnished only). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 1, 2021
| CLARUS CORPORATION | ||
| By: | /s/ Aaron J. Kuehne | |
| Name: | Aaron J. Kuehne | |
| Title: | Chief Financial Officer and Chief Administrative Officer | |