Quarterly report pursuant to Section 13 or 15(d)

Acquisition

v3.10.0.1
Acquisition
9 Months Ended
Sep. 30, 2018
Acquisition [Abstract]  
Acquisition

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, 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, BHH Management, Inc., a California corporation (“BHH”), Lumber Management, Inc., a Delaware corporation (“LMI” and, together with BHH, the “Sellers”), and BHH, in its capacity as the representative of Sellers.  Under the terms of the Purchase Agreement, Everest/Sapphire acquired Sierra for an aggregate purchase price of $79,000, plus or minus a working capital adjustment, in accordance with and subject to the terms and conditions set forth in the Purchase Agreement.  During the three months ended June 30, 2018, the Company finalized the working capital adjustment and adjusted the recorded purchase consideration and goodwill by $345



Pro Forma Results



The following unaudited pro forma results of operations for the three and nine months ended September 30, 2017 give pro forma 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. 







 

 

 

 

 

 



 

Three Months Ended

 

Nine Months Ended



 

September 30, 2017

 

September 30, 2017



 

 

 

 

 

 

Sales

 

$

48,496 

 

$

138,510 

Net loss

 

$

32 

 

$

(1,379)

Net loss per share - basic

 

$

 -

 

$

(0.05)

Net loss per share - diluted

 

$

 -

 

$

(0.05)





The unaudited 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 unaudited 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.