NOTE 2.  ACQUISITION



On August 21, 2017, the Company, through Everest/Sapphire Acquisition, LLC (“Everest/Sapphire”), a Delaware limited liability company and wholly owned subsidiary of Clarus, acquired 100% of the outstanding membership interests of Sierra Bullets, L.L.C., a manufacturer of a wide range of bullets primarily for both rifles and pistols, pursuant to the terms of the purchase and sale agreement dated August 21, 2017 (the “Purchase Agreement”), by and among Everest/Sapphire, Sierra Bullets, BHH Management, Inc., a California corporation (“BHH”), Lumber Management, Inc., a Delaware corporation (“LMI” and, together with BHH, each a “Seller” and, collectively, the “Sellers”), and BHH, in its capacity as the representative of Sellers (the “Sellers’ Representative”).  Under the terms of the Purchase Agreement, Everest/Sapphire acquired Sierra for an aggregate purchase price of $79,000, plus or minus a preliminary working capital adjustment, in accordance with and subject to the terms and conditions set forth in the Purchase Agreement.  The Company has not finalized the working capital adjustment as of December 31, 2017.



The Company believes the acquisition of Sierra is expected to provide the Company with the following benefits:





We are currently waiting for information needed to finalize our working capital adjustment which could affect the recorded purchase consideration and goodwill.  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.  Since our initial allocation, we have increased the fair value of inventory by $625 and property and equipment by $86 and decreased amortizable definite lived intangible assets by ($300) and goodwill by ($411).  These adjustments were made after receiving certain information, which existed as of the date of acquisition, related to the fair value of acquired inventory, property and equipment, and amortizable definite lived intangible assets and such adjustments were recorded during the fourth quarter.









The gross amount of accounts receivable is $2,732 of which $46 is deemed to be not collectible.  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 Sierra’s trade names and trademarks, customer relationships, and product technologies.  The amounts assigned to each class of intangible asset, other than goodwill acquired, and the related weighted average useful lives are as follows:









The weighted-average period before the next renewal of trade names and trademarks not subject to amortization is approximately 5.8 years.  The fair value of Sierra’s assembled workforce and buyer-specific synergies has been included in goodwill.  According to Revenue Ruling 99-6, the acquisition of a limited liability company is treated as a purchase of assets for tax purposes.  As such, the basis in the assets of Sierra 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 $17,745 is expected to be deductible for tax purposes.  No pre-existing relationships existed between Clarus and the Sellers prior to the acquisition.



Pro Forma Results



The following pro forma results are based on the individual historical results of the Company and Sierra, with adjustments to give effect as if the acquisition and borrowings used to finance the acquisition had occurred on January 1, 2016, after giving effect to certain adjustments including the amortization of intangible assets, depreciation of fixed assets, the Sellers’ management fees, interest expense and taxes and assumes the purchase price was allocated to the assets purchased and liabilities assumed based on their fair market values at the date of purchase. 







The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred had the transaction been consummated as of January 1, 2016. Furthermore, such 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 pro forma financial information above consists of $2,170 transaction and merger and integration costs and the $3,147 step up of Sierra 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.