Annual report pursuant to Section 13 and 15(d)

Nature Of Operations And Summary Of Significant Accounting Policies

Nature Of Operations And Summary Of Significant Accounting Policies
12 Months Ended
Dec. 31, 2014
Nature Of Operations And Summary Of Significant Accounting Policies [Abstract]  
Nature Of Operations And Summary Of Significant Accounting Policies



The accompanying audited consolidated financial statements of Black Diamond, Inc. and subsidiaries (“Black Diamond” or the “Company,” which may be referred to as “we,” “our” or “us”) have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).


Nature of Business


Black Diamond, Inc. is a global leader in designing, manufacturing and marketing innovative active outdoor performance equipment and apparel for climbing, mountaineering, backpacking, skiing, cycling and a wide range of other year-round outdoor recreation activities.  Our principal brands include Black Diamond®, POC™ and PIEPS™ and are targeted not only to the demanding requirements of core climbers, skiers and cyclists, but also to the more general outdoor performance enthusiasts and consumers interested in outdoor-inspired gear for their backcountry and urban activities.  Our Black Diamond®, POC™ and PIEPS™ brands are iconic in the active outdoor ski and cycling industries and linked intrinsically with the modern history of the sports we serve.  We believe our brands are synonymous with the performance, innovation, durability and safety that the outdoor and action sports communities rely on and embrace in their active lifestyle.


On May 28, 2010, we acquired Black Diamond Equipment, Ltd. (which may be referred to as “Black Diamond Equipment” or “BDEL”) and Gregory Mountain Products, LLC (which may be referred to as “Gregory Mountain Products”, “Gregory” or “GMP”).  On January 20, 2011, the Company changed its name from Clarus Corporation to Black Diamond, Inc., which we believe more accurately reflects our current business.  In July 2012 we acquired POC Sweden AB and its subsidiaries (collectively, “POC”) and in October 2012 we acquired PIEPS Holding GmbH and its subsidiaries (collectively, “PIEPS”).


On July 23, 2014, the Company and Gregory Mountain Products, its then wholly-owned subsidiary, completed the sale of certain assets to Samsonite LLC (“Samsonite”) comprising Gregory’s business of designing, manufacturing, marketing, distributing and selling technical, alpine, backpacking, hiking, mountaineering and active trail products and accessories as well as outdoor-inspired lifestyle bags (the “Business”) pursuant to the terms of that certain Asset Purchase Agreement (the “GMP Purchase Agreement”), dated as of June 18, 2014, by and among the Company, Gregory and Samsonite. Under the terms of the GMP Purchase Agreement, Samsonite paid $84,135 in cash for Gregory’s assets comprising the Business and assumed certain specified liabilities (the “GMP Sale”). The activities of Gregory have been segregated and reported as discontinued operations for all periods presented. See Note 4. Discontinued Operations to the notes to consolidated financial statements.


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 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.


Significant Accounting Policies


Principles of Consolidation


The consolidated financial statements include the accounts of Black Diamond and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.


Foreign Currency Transactions and Translation


The accounts of the Company’s international subsidiaries’ financial statements are translated into U.S. dollars using the exchange rate at the balance sheet dates for assets and liabilities and the weighted average exchange rate for the periods for revenues, expenses, gains and losses.  Foreign currency translation adjustments are recorded as a separate component of accumulated other comprehensive income.  Foreign currency transaction gains and losses are included in other (expense) income in the consolidated statements of comprehensive income (loss).


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, 2014 and 2013, the Company did not hold any amounts that were considered to be cash equivalents.


Marketable Securities


Marketable securities consist of an exchange-traded fund. The Company accounts for its marketable securities as available-for-sale.  Available-for-sale securities have been recorded at fair value and related unrealized gains and losses have been excluded from earnings and are reported as a separate component of accumulated other comprehensive (loss) income until realized.  The cost basis of the exchange traded fund is $9,994 and the unrealized losses were $59, net of taxes of $33, as of December 31, 2014. 


Accounts Receivable and Allowance for Doubtful Accounts


The Company records its trade receivables at sales value and establishes a non-specific allowance for estimated doubtful accounts based on a percentage of outstanding trade receivables.  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 doubtful accounts is reduced by any write-off of uncollectible customer accounts.  Interest is charged on trade receivables that are outstanding beyond the payment terms and is recognized as it is charged.  The allowance for doubtful accounts was $724 and $641 at December 31, 2014 and 2013.  There were no significant write-offs of the Company’s accounts receivable during the years ended December 31, 2014, 2013, and 2012.




Inventories are stated at the lower of cost (using the first-in, first-out method “FIFO”) or market value.  Elements of cost in the Company’s manufactured inventories generally include raw materials, direct labor, manufacturing overhead and freight in.  The Company periodically 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: building improvements, 20 years; computer hardware and software and machinery and equipment, 3-10 years – except for certain tooling costs, which are based on units of production; 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 capital 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.


Goodwill and Other Intangible Assets


Goodwill resulted from acquisitions and represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets.  Goodwill and indefinite lived intangible assets are not amortized, but rather tested for impairment on an annual basis or more often if events or circumstances indicate a potential impairment exists.  Other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable.


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 and reclassified to sales in the period the underlying hedged item is recognized in earnings.  The Company uses operating budgets and cash flow forecasts to estimate future economic exposure and to determine the level and timing of derivative transactions intended to mitigate such exposures in accordance with its risk management policies.


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 fair market value of the Company’s common stock on the date of the grant.  The Company recognizes the cost of the share-based awards on a straight-line basis over the requisite service period of the award.


Revenue Recognition


The Company sells its products pursuant to customer orders or sales contracts entered into with its customers.  Revenue is recognized when title and risk of loss pass to the customer and when collectability is reasonably assured.  Charges for shipping and handling fees billed to customers are included in net sales and the corresponding shipping and handling expenses are included in cost of sales in the accompanying consolidated statements of comprehensive income (loss).


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.  However, actual returns and claims in any future period are inherently uncertain and thus may differ from these estimates.  If actual or expected future returns and claims are significantly greater or lower than the allowances that we have established, we will record a reduction or increase to sales in the period in which we make such a determination.  Over the three-year period ended December 31, 2014, our actual annual sales returns have been less than 3 percent of net sales.  The allowance for outstanding sales returns from customers is insignificant to the consolidated financial statements.


Cost of Sales


The expenses that are included in cost of sales include all direct product costs and costs related to shipping, 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.  During 2013, PIEPS implemented a voluntary recall of all of its PIEPS VECTOR avalanche transceivers due to functional issues that may not be readily apparent to a user of this product.  As a result of the voluntary recall the Company incurred a charge of $1,541 in costs of sales during the year ended December 31, 2013 and does not anticipate incurring any further charges as a result of the recall.


Selling, General and Administrative Expense


Selling, general and administrative expense includes personnel-related costs, product development, selling, advertising, depreciation and amortization, and other general operating expenses.  Advertising costs are expensed in the period incurred.  Total advertising expense for continuing operations was $3,310, $3,142, and $1,689 for the years ended December 31, 2014, 2013, and 2012, respectively.


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 reserve is established at the time of sale to cover estimated costs based on the Company’s history of warranty repairs and replacements.  The Company has not experienced significant warranty claims on its products.


Reporting of Taxes Collected


Taxes collected from customers and remitted to government authorities are reported on the net basis and are excluded from sales.


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 operations.  Total research and development costs for continuing operations were $9,037, $8,897, and $4,239 for the years ended December 31, 2014, 2013, and 2012, respectively.


Income Taxes


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 pretax 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. 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 likely 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.


Concentration of Credit Risk and Sales


Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and accounts receivable.  Risks associated with cash within the United States are mitigated by banking with federally insured, creditworthy institutions.  Accordingly, 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, 2014, 2013 and 2012, Recreational Equipment, Inc. (“REI”) accounted for approximately 11%, 11% and 12%, respectively, of the Company’s sales for continuing operations.


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.  Marketable securities are recorded at fair value based on quoted market prices.  Derivative financial instruments are recorded at fair value based on current market pricing models.  The Company estimates that, based on current market conditions, the fair value of its long-term debt obligations under its revolving credit facility and senior subordinated notes payable approximate the carrying values at December 31, 2014.


Segment Information


The Company has determined that during 2014, 2013, and 2012, the Company operated in one principal business segment.


Recent Accounting Pronouncements


Accounting Pronouncements Adopted During 2014


In February 2013, the Financial Accounting Standards Board (the “FASB”), issued Accounting Standards Updated (“ASU”) No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for which the Total Amount of the Obligation Is Fixed at the Reporting Date.  This ASU addresses the recognition, measurement, and disclosure of certain obligations resulting from joint and several arrangements including debt arrangements, other contractual obligations, and settled litigation and judicial rulings.  This standard is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2013 (for us this was our 2014 first quarter).  The Company adopted the provisions of this update during the three months ended March 31, 2014, but it did not have a material effect on the Company’s consolidated financial position, results of operations or cash flows.


In March 2013, the FASB issued ASU No. 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.  This standard defines the treatment of the release of cumulative translation adjustments upon derecognition of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity.  This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 (for us this was our 2014 first quarter).  The Company adopted the provisions of this update during the three months ended March 31, 2014, but it did not have a material effect on the Company’s consolidated financial position, results of operations or cash flows.


In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which states that entities should present the unrecognized tax benefit as a reduction of the deferred tax asset for a net operating loss (“NOL”) or similar tax loss or tax credit carryforward rather than as a liability when the uncertain tax position would reduce the NOL or other carryforward under the tax law.  This standard is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2013 (for us this was our 2014 first quarter).  The Company adopted the provisions of this update during the three months ended March 31, 2014, but it did not have a material effect on the Company’s consolidated financial position, results of operations or cash flows.


Accounting Pronouncements Not Yet Adopted


In April 2014, the FASB issued ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Under ASU 2014-08, only disposals representing a strategic shift in operations should be presented as discontinued operations.  Those strategic shifts should have a major effect on the organization’s operations and financial results.  Additionally, ASU 2014-08 requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income and expenses of discontinued operations.  ASU 2014-08 is effective for fiscal and interim periods beginning on or after December 15, 2014.  We do not believe the adoption of this guidance will have a significant impact the Company’s consolidated statements and related disclosures.


In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.  The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective.  The new standard is effective for the Company on January 1, 2017.  Early adoption is not permitted.  The standard permits the use of either the retrospective or cumulative effect transition method.  The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures.  The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.


In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.  This guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition of the award.  A reporting entity should apply existing guidance in Accounting Standards Codification Topic 718, Compensation-Stock Compensation, as it relates to such awards.  The guidance is effective for fiscal years beginning after December 15, 2015, and may be applied prospectively or retrospectively.  Early adoption is permitted.  The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s consolidated statements and related disclosures.


In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.  The guidance requires an entity to evaluate whether there are conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the financial statements are available to be issued when applicable) and to provide related footnote disclosures in certain circumstances.  The guidance is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter.  Early application is permitted.  We do not believe the adoption of this guidance will have a significant impact the Company’s consolidated statements and related disclosures.