clar-20210331x10q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended: March 31, 2021

¨ 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

58-1972600

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

2084 East 3900 South

Salt Lake City, Utah

84124

(Address of principal executive offices)

(Zip code)

(801) 278-5552

(Registrant’s telephone number, including area code)

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

Yes x 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	¨	Non-accelerated filer	¨

Accelerated filer	x	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 x

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $.0001 per share	CLAR	NASDAQ Global Select Market

As of May 5, 2021, there were 31,314,181 shares of common stock, par value $0.0001, outstanding.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


CLARUS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except per share amounts)

	March 31, 2021		December 31, 2020
Assets
Current assets
Cash	$	6,525	$	17,789
Accounts receivable, less allowance for credit losses and
doubtful accounts of $696 and $1,433, respectively		49,788		50,475
Inventories		69,980		68,356
Prepaid and other current assets		12,526		5,385
Income tax receivable		-		117
Total current assets		138,819		142,122

Property and equipment, net		27,027		26,956
Other intangible assets, net		18,137		19,416
Indefinite-lived intangible assets		47,373		47,523
Goodwill		26,715		26,715
Deferred income taxes		11,669		11,113
Other long-term assets		9,815		6,846
Total assets	$	279,555	$	280,691

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities	$	30,350	$	34,665
Income tax payable		1,314		956
Current portion of long-term debt		4,997		4,000
Total current liabilities		36,661		39,621

Long-term debt		23,651		30,621
Deferred income taxes		1,424		1,227
Other long-term liabilities		7,332		4,628
Total liabilities		69,068		76,097

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;
35,325 and 35,198 issued and 31,314 and 31,228 outstanding, respectively		4		4
Additional paid in capital		515,749		513,979
Accumulated deficit		(281,206)		(286,100)
Treasury stock, at cost		(24,440)		(23,789)
Accumulated other comprehensive income		380		500
Total stockholders' equity		210,487		204,594
Total liabilities and stockholders' equity	$	279,555	$	280,691

See accompanying notes to condensed consolidated financial statements.

‎


CLARUS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands, except per share amounts)

	Three Months Ended
	March 31, 2021		March 31, 2020

Sales
Domestic sales	$	47,573	$	28,548
International sales		27,758		25,007
Total sales		75,331		53,555

Cost of goods sold		48,281		35,043
Gross profit		27,050		18,512

Operating expenses
Selling, general and administrative		20,885		17,370
Transaction costs		476		250

Total operating expenses		21,361		17,620

Operating income		5,689		892

Other expense
Interest expense, net		(238)		(311)
Other, net		(140)		(531)

Total other expense, net		(378)		(842)

Income before income tax		5,311		50
Income tax (benefit) expense		(366)		14
Net income		5,677		36

Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment		(1,016)		(401)
Unrealized gain on hedging activities		896		813
Other comprehensive (loss) income		(120)		412
Comprehensive income	$	5,557	$	448

Net income per share:
Basic	$	0.18	$	0.00
Diluted		0.17		0.00

Weighted average shares outstanding:
Basic		31,283		29,760
Diluted		32,750		30,942

See accompanying notes to condensed consolidated financial statements.

‎


CLARUS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)

		Three Months Ended
		March 31, 2021		March 31, 2020
	Cash Flows From Operating Activities:
	Net income	$	5,677	$	36
	Adjustments to reconcile net income to net cash (used in) provided by operating activities:
	Depreciation of property and equipment		1,356		1,117
	Amortization of other intangible assets		1,197		772
	Amortization of debt issuance costs		82		77
	Loss on disposition of property and equipment		-		(3)
	Noncash lease expense		331		171
	Stock-based compensation		1,524		613
	Deferred income taxes		(697)		4
	Changes in operating assets and liabilities:
	Accounts receivable		66		2,568
	Inventories		(2,388)		4,061
	Prepaid and other assets		(5,730)		(1,103)
	Accounts payable and accrued liabilities		(4,453)		(4,675)
	Income taxes		517		(139)
	Net cash (used in) provided by operating activities		(2,518)		3,499

	Cash Flows From Investing Activities:
	Proceeds from disposition of property and equipment		-		3
	Purchase of property and equipment		(1,347)		(1,302)
	Net cash used in investing activities		(1,347)		(1,299)

	Cash Flows From Financing Activities:
	Proceeds from revolving credit facilities		11,637		20,160
	Repayments on revolving credit facilities		(16,565)		(10,767)
	Repayments of term note		(1,000)		-
	Purchase of treasury stock		(651)		-
	Proceeds from exercise of stock options		166		-
	Cash dividends paid		(783)		(744)
	Net cash (used in) provided by financing activities		(7,196)		8,649

	Effect of foreign exchange rates on cash		(203)		244

	Change in cash		(11,264)		11,093
	Cash, beginning of year		17,789		1,703
	Cash, end of period	$	6,525	$	12,796

	Supplemental Disclosure of Cash Flow Information:
	Cash paid for income taxes	$	75	$	182
	Cash paid for interest	$	161	$	252
	Supplemental Disclosures of Non-Cash Investing and Financing Activities:
	Property and equipment purchased with accounts payable	$	293	$	94
	Lease liabilities arising from obtaining right of use assets	$	3,539	$	80

See accompanying notes to condensed consolidated financial statements.

‎


CLARUS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(In thousands, except per share amounts)

													Accumulated
					Additional								Other		Total
	Common Stock				Paid-In		Accumulated		Treasury Stock				Comprehensive		Stockholders'
	Shares		Amount		Capital		Deficit		Shares		Amount		Income (Loss)		Equity

Balance, December 31, 2019		33,615	$	3	$	492,353	$	(288,592)		(3,855)	$	(22,269)	$	(303)	$	181,192
Net income		-		-		-		36		-		-		-		36
Other comprehensive income		-		-		-		-		-		-		412		412
Cash dividends ($0.025 per share)		-		-		-		(744)		-		-		-		(744)
Stock-based compensation expense		-		-		613		-		-		-		-		613
Balance, March 31, 2020		33,615	$	3	$	492,966	$	(289,300)		(3,855)	$	(22,269)	$	109	$	181,509


													Accumulated
					Additional								Other		Total
	Common Stock				Paid-In		Accumulated		Treasury Stock				Comprehensive		Stockholders'
	Shares		Amount		Capital		Deficit		Shares		Amount		Income (Loss)		Equity

Balance, December 31, 2020		35,198	$	4	$	513,979	$	(286,100)		(3,970)	$	(23,789)	$	500	$	204,594
Net income		-


PART I	FINANCIAL INFORMATION	Page
Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets – March 31, 2021 and December 31, 2020	3
	Condensed Consolidated Statements of Comprehensive Income – Three months ended March 31, 2021 and 2020	4
	Condensed Consolidated Statements of Cash Flows – Three months ended March 31, 2021 and 2020	5
	Condensed Consolidated Statements of Stockholders’ Equity – Three months ended March 31, 2021 and 2020	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 6.	Exhibits	29
Signature Page		30