UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended:
or
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
| ||
(State or other jurisdiction of | (I.R.S. Employer |
| ||
(Address of principal executive offices) | (Zip code) |
( |
(Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol |
| Name of each exchange on which registered |
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.
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).
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 | ☐ | |
☒ | 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
As of July 25, 2024, there were
INDEX
CLARUS CORPORATION
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CLARUS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except per share amounts)
June 30, 2024 |
| December 31, 2023 | |||
Assets | |||||
Current assets | |||||
Cash | $ | | $ | | |
Accounts receivable, less allowance for | |||||
credit losses of $ | | | |||
Inventories | | | |||
Prepaid and other current assets | | | |||
Income tax receivable | | | |||
Assets held for sale | - | | |||
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 | $ | | $ | | |
Accrued liabilities | | | |||
Income tax payable | - | | |||
Current portion of long-term debt | - | | |||
Liabilities held for sale | - | | |||
Total current liabilities | | | |||
Deferred income taxes | | | |||
Other long-term liabilities | | | |||
Total liabilities | | | |||
Stockholders’ Equity | |||||
Preferred stock, $ | |||||
Common stock, $ | | | |||
Additional paid in capital | | | |||
Accumulated deficit | ( | ( | |||
Treasury stock, at cost | ( | ( | |||
Accumulated other comprehensive loss | ( | ( | |||
Total stockholders’ equity | | | |||
Total liabilities and stockholders’ equity | $ | | $ | |
See accompanying notes to condensed consolidated financial statements.
3
CLARUS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
(In thousands, except per share amounts)
Three Months Ended | |||||
June 30, 2024 |
| June 30, 2023 | |||
Sales | |||||
Domestic sales | $ | | $ | | |
International sales | | | |||
Total sales | | | |||
Cost of goods sold | | | |||
Gross profit | | | |||
Operating expenses | |||||
Selling, general and administrative | | | |||
Restructuring charges | | | |||
Transaction costs | | | |||
Contingent consideration benefit | ( | - | |||
Legal costs and regulatory matter expenses | | | |||
Total operating expenses | | | |||
Operating loss | ( | ( | |||
Other income | |||||
Interest income, net | | | |||
Other, net | | | |||
Total other income, net | | | |||
Loss before income tax | ( | ( | |||
Income tax benefit | ( | ( | |||
Loss from continuing operations | ( | ( | |||
Discontinued operations, net of tax | - | | |||
Net loss | ( | ( | |||
Other comprehensive income (loss), net of tax: | |||||
Foreign currency translation adjustment | | ( | |||
Unrealized gain on hedging activities | | | |||
Other comprehensive income (loss) | | ( | |||
Comprehensive loss | $ | ( | $ | ( | |
Loss from continuing operations per share: | |||||
Basic | $ | ( | $ | ( | |
Diluted | ( | ( | |||
Net loss per share: | |||||
Basic | $ | ( | $ | ( | |
Diluted | ( | ( | |||
Weighted average shares outstanding: | |||||
Basic | | | |||
Diluted | | |
See accompanying notes to condensed consolidated financial statements.
4
CLARUS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(In thousands, except per share amounts)
Six Months Ended | |||||
June 30, 2024 | June 30, 2023 | ||||
Sales | |||||
Domestic sales | $ | | $ | | |
International sales | | | |||
Total sales | | | |||
Cost of goods sold | | | |||
Gross profit | | | |||
Operating expenses | |||||
Selling, general and administrative | | | |||
Restructuring charges | | | |||
Transaction costs | | | |||
Contingent consideration benefit | ( | ( | |||
Legal costs and regulatory matter expenses | | | |||
Total operating expenses | | | |||
Operating loss | ( | ( | |||
Other (expense) income | |||||
Interest income, net | | | |||
Other, net | ( | | |||
Total other income, net | | | |||
Loss before income tax | ( | ( | |||
Income tax benefit | ( | ( | |||
Loss from continuing operations | ( | ( | |||
Discontinued operations, net of tax | | | |||
Net income (loss) | | ( | |||
Other comprehensive loss, net of tax: | |||||
Foreign currency translation adjustment | ( | ( | |||
Unrealized gain (loss) on hedging activities | | ( | |||
Other comprehensive loss | ( | ( | |||
Comprehensive income (loss) | $ | | $ | ( | |
Loss from continuing operations per share: | |||||
Basic | $ | ( | $ | ( | |
Diluted | ( | ( | |||
Net income (loss) per share: | |||||
Basic | $ | | $ | ( | |
Diluted | | ( | |||
Weighted average shares outstanding: | |||||
Basic | | | |||
Diluted | | |
See accompanying notes to condensed consolidated financial statements.
5
CLARUS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Six Months Ended | |||||
June 30, 2024 |
| June 30, 2023 | |||
Cash Flows From Operating Activities: | |||||
Net income (loss) | $ | | $ | ( | |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | |||||
Depreciation of property and equipment | | | |||
Amortization of other intangible assets | | | |||
Gain on sale of business | ( | - | |||
Amortization of debt issuance costs | | | |||
Gain on disposition of property and equipment | ( | ( | |||
Noncash lease expense | | | |||
Contingent consideration benefit | ( | ( | |||
Stock-based compensation | | | |||
Deferred income taxes | | ( | |||
Changes in operating assets and liabilities, net of disposition: | |||||
Accounts receivable | | | |||
Inventories | ( | ( | |||
Prepaid and other assets | | | |||
Accounts payable | ( | | |||
Accrued liabilities | ( | ( | |||
Income taxes | ( | ( | |||
Net cash (used in) provided by operating activities | ( | | |||
Cash Flows From Investing Activities: | |||||
Proceeds from the sale of business, net of cash | | - | |||
Proceeds from disposition of property and equipment | | | |||
Purchase of intangible assets | ( | - | |||
Purchases of property and equipment | ( | ( | |||
Net cash provided by (used in) investing activities | | ( | |||
Cash Flows From Financing Activities: | |||||
Proceeds from revolving credit facilities | | | |||
Repayments on revolving credit facilities | ( | ( | |||
Repayments on term loans and other debt | ( | ( | |||
Proceeds from issuance of other debt | | - | |||
Purchase of treasury stock | ( | ( | |||
Proceeds from exercise of options | | | |||
Cash dividends paid | ( | ( | |||
Net cash used in financing activities | ( | ( | |||
Effect of foreign exchange rates on cash | ( | ( | |||
Change in cash | | ( | |||
Cash, beginning of year | | | |||
Cash, end of period | $ | | $ | | |
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 | $ | | $ | | |
Lease liabilities arising from obtaining right-of-use assets | $ | | $ | |
See accompanying notes to condensed consolidated financial statements.
6
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 |
| Loss |
| Equity | |||||||||
Balance, December 31, 2022 | | $ | | $ | | $ | ( | ( | $ | ( | $ | ( | $ | | ||||||||||
Net income | - | - | - | | - | - | - | | ||||||||||||||||
Other comprehensive loss | - | - | - | - | - | - | ( | ( | ||||||||||||||||
Cash dividends ($ | - | - | - | ( | - | - | - | ( | ||||||||||||||||
Purchase of treasury stock | - | - | - | - | ( | ( | - | ( | ||||||||||||||||
Stock-based compensation expense | - | - | | - | - | - | - | | ||||||||||||||||
Proceeds from exercise of options | | - | - | - | - | - | - | - | ||||||||||||||||
Balance, March 31, 2023 | | $ | | $ | | $ | ( | ( | $ | ( | $ | ( | $ | | ||||||||||
Net loss | - | - | - | ( | - | - | - | ( | ||||||||||||||||
Other comprehensive loss | - | - | - | - | - | - | ( | ( | ||||||||||||||||
Cash dividends ($ | - | - | - | ( | - | - | - | ( | ||||||||||||||||
Purchase of treasury stock | - | - | - | - | ( | ( | - | ( | ||||||||||||||||
Stock-based compensation expense | - | - | | - | - | - | - | | ||||||||||||||||
Proceeds from exercise of options | | - | | - | - | - | - | | ||||||||||||||||
Balance, June 30, 2023 | | $ | | $ | | $ | ( | ( | $ | ( | $ | ( | $ | |
Accumulated | ||||||||||||||||||||||||
Additional | Other | Total | ||||||||||||||||||||||
Common Stock | Paid-In | Accumulated | Treasury Stock | Comprehensive | Stockholders’ | |||||||||||||||||||
Shares |
| Amount |
| Capital |
| Deficit |
| Shares |
| Amount |
| Loss |
| Equity | ||||||||||
Balance, December 31, 2023 | | $ | | $ | | $ | ( | ( | $ | ( | $ | ( | $ | | ||||||||||
Net income | - | - | - | | - | - | - | | ||||||||||||||||
Other comprehensive loss | - | - | - | - | - | - | ( | ( | ||||||||||||||||
Cash dividends ($ | - | - | - | ( | - | - | - | ( | ||||||||||||||||
Purchase of treasury stock | - | - | - | - | ( | ( | - | ( | ||||||||||||||||
Stock-based compensation expense | - | - | | - | - | - | - | | ||||||||||||||||
Proceeds from exercise of options | | - | - | - | - | - | - | - | ||||||||||||||||
Balance, March 31, 2024 | | $ | | $ | | $ | ( | ( | $ | ( | $ | ( | $ | | ||||||||||
Net loss | - | - | - | ( | - | - | - | ( | ||||||||||||||||
Other comprehensive income | - | - | - | - | - | - | | | ||||||||||||||||
Cash dividends ($ | - | - | - | ( | - | - | - | ( | ||||||||||||||||
Stock-based compensation expense | - | - | | - | - | - | - | | ||||||||||||||||
Proceeds from exercise of options | | - | | - | - | - | - | | ||||||||||||||||
Balance, June 30, 2024 | | $ | | $ | | $ | ( | ( | $ | ( | $ | ( | $ | |
See accompanying notes to condensed consolidated financial statements.
7
CLARUS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except per share amounts)
NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements of Clarus Corporation and subsidiaries (which may be referred to as the “Company,” “Clarus,” “we,” “us” or “our”) as of June 30, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), instructions to the Quarterly Report on Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments, except otherwise disclosed) necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included. The results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be obtained for the year ending December 31, 2024. These interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2024.
Nature of Business
Headquartered in Salt Lake City, Utah, we are a global leader in the design and development of best-in-class equipment and lifestyle products for outdoor enthusiasts. Driven by our rich history of engineering and innovation, our objective is to provide safe, simple, effective and beautiful products so that our customers can maximize their outdoor pursuits and adventures. Each of our brands has a long history of continuous product innovation for core and everyday users alike. The Company’s products are principally sold globally under the Black Diamond®, Rhino-Rack®, MAXTRAX®, and TRED Outdoors® brand names through outdoor specialty and online retailers, our own websites, distributors and original equipment manufacturers.
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 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 net assets acquired in business combinations, provision for excess or obsolete inventory, allowance for credit losses, and valuation of contingent consideration liabilities, deferred tax assets, long-lived assets, goodwill and indefinite-lived intangible assets, and other intangible 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.
Reclassifications
Certain reclassifications have been made to prior period financial statements to conform to the current period presentation. Specifically, legal costs associated with specific legal matters which were recorded in selling, general, and administrative expenses are now presented in legal costs and regulatory matter expenses in the consolidated statements of comprehensive income (loss). See Note 16 for discussion regarding legal matters.
Recent Accounting Pronouncements
Accounting Pronouncements issued and not yet adopted
In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable
8
CLARUS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
(in thousands, except per share amounts)
segment’s profit or loss and assets that are currently required annually. The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the enhanced disclosure requirements, however it does not anticipate a material change to the consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires a public entity to disclose in its rate reconciliation table additional categories of information about federal, state and foreign income taxes and provide more details about the reconciling items in some categories if items meet a quantitative threshold. The guidance will require all entities to disclose income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance makes several other changes to the disclosure requirements. All entities are required to apply the guidance prospectively, with the option to apply it retrospectively. The guidance is effective for public business entities for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the enhanced disclosure requirements, however it does not anticipate a material change to the consolidated financial statements.
NOTE 2. ACQUISITIONS
TRED
On September 13, 2023, Clarus entered into a Share Purchase Agreement (the “TRED Purchase Agreement”) to acquire TRED Outdoors Pty Ltd. (“TRED”), which subsequently closed on October 9, 2023. All United States dollar amounts contained herein are based on the exchange rates in effect for Australian dollars ($AUD) and the market value of the Company’s common stock at the time of closing of the acquisition of TRED (the “TRED Acquisition”).
The Company acquired TRED for an aggregate purchase price of $AUD
The Company believes the acquisition of TRED will 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.
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 fair value estimates for the purchase price allocation for TRED are based on the Company’s best estimates and assumptions as of the reporting date and are considered preliminary. The fair value measurements of identifiable assets and liabilities, and the resulting goodwill related to the TRED Acquisition are subject to change and the final purchase price allocations could be different from the amounts presented below. We expect to finalize the valuations as soon as practicable, but not later than one year from the date of the acquisition. The excess of purchase consideration over the assets acquired and liabilities assumed is recorded as goodwill. Goodwill for TRED is included in the Adventure segment. The goodwill consists largely of the growth and profitability expected from the acquisition.
9
CLARUS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
(in thousands, except per share amounts)
TRED | |||||
October 9, 2023 | |||||
Number of Shares | Estimated Fair Value | ||||
Cash paid | - | $ | | ||
Issuance of shares of Clarus Corporation | | | |||
Contingent consideration | - | | |||
Total purchase consideration | | $ | | ||
Assets acquired and liabilities assumed | |||||
Assets | |||||
Cash | $ | | |||
Accounts receivable | | ||||
Inventories | | ||||
Prepaid and other current assets | | ||||
Property and equipment | | ||||
Other intangible assets | | ||||
Goodwill | | ||||
Total assets | | ||||
Liabilities | |||||
Accounts payable and accrued liabilities | | ||||
Deferred income taxes | | ||||
Total liabilities | | ||||
Net Book Value Acquired | $ | |
The estimated fair value of inventory was recorded at expected sales price less cost to sell plus a reasonable profit margin for selling efforts.
10
CLARUS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
(in thousands, except per share amounts)
In connection with the acquisitions, the Company acquired exclusive rights to TRED’s trademarks, customer relationships, product technologies, and tradenames. The amounts assigned to each class of intangible asset, other than goodwill acquired, and the related average useful lives are as follows:
TRED | ||||
Average | ||||
Gross | Useful Life | |||
Intangibles subject to amortization | ||||
Customer relationships | $ | | ||
Product technologies | | |||
Tradenames | | |||
Intangibles not subject to amortization | ||||
Trademarks | - | N/A | ||
$ | |
The full amount of goodwill of $
NOTE 3. DISCONTINUED OPERATIONS
On February 29, 2024, the Company and Everest/Sapphire Acquisition, LLC, its wholly-owned subsidiary, completed the sale to Bullseye Acquisitions, LLC, an affiliate of JDH Capital Company, of all of the equity associated with the Company’s Precision Sport segment, comprised of the Company’s subsidiaries Sierra and Barnes, pursuant to a Purchase and Sale Agreement dated as of December 29, 2023, by and among, Bullseye Acquisitions, LLC, Everest/Sapphire Acquisition, LLC and the Company (the “Precision Sport Purchase Agreement”). The Precision Sport segment engaged in the business of designing, developing, manufacturing, and marketing bullets and ammunition to the military, law enforcement, and commercial/consumer markets. Under the terms of the Precision Sport Purchase Agreement, the Buyer agreed to pay $
11
CLARUS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
(in thousands, except per share amounts)
The carrying amounts of the assets and liabilities of the Precision Sport segment were classified as held for sale in our consolidated balance sheets as of December 31, 2023. The asset and liability balances as of December 31, 2023 were classified as current as we anticipated the sale of these assets and liabilities within a one year period. The carrying amounts were as follows:
December 31, 2023 | |||
Accounts receivable, net | $ | | |
Inventories | | ||
Prepaid and other current assets | | ||
Total current assets held for sale | | ||
Property and equipment, net | | ||
Other intangible assets, net | | ||
Indefinite-lived intangible assets | | ||
Goodwill | | ||
Other long-term assets | | ||
Total assets held for sale | $ | | |
Accounts payable | $ | | |
Accrued liabilities | | ||
Total current liabilities held for sale | | ||
Total liabilities held for sale | $ | |
Summarized results of discontinued operations for the Precision Sport segment are as follows: