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Item 7. Management’s Discussion and Analysis

2021-03-08 compared with 2020-03-09 · 271 added, 523 removed, 108 unchanged (88% of the section changed)

MANAGEMENT’S DISCUSSION

AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Please note that in this Annual Report

on Form 10-K Clarus Corporation (which may be referred to as the “Company,” “Clarus,” “we,”

“our” or “us”) may use words such as “appears,” “anticipates,” “believes,”

“plans,” “expects,” “intends,” “future,” and similar expressions which constitute

forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of

Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company

and therefore involve a number of risks and uncertainties.

We caution that forward-looking statements are not guarantees and that

actual results could differ materially from those expressed or implied in the forward-looking statements.

Potential risks and uncertainties that

could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or

implied by forward-looking statements in this Annual Report on Form 10-K include, but are not limited to, the overall level of

consumer demand on our products;

general economic conditions and other factors affecting consumer confidence, preferences, and

Please note that in this Annual Report on Form 10-K Clarus Corporation (which may be referred to as the “Company,” “Clarus,” “we,” “our” or “us”) may use words such as “appears,” “anticipates,” “believes,” “plans,” “expects,” “intends,” “future,” and similar expressions which constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties.

We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.

Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements in this Annual Report on Form 10-K include, but are not limited to, the overall level of consumer demand on our products;

general economic conditions and other factors affecting consumer confidence, preferences, and behavior;

disruption and volatility in the global currency, capital and credit markets;

the financial strength of the Company’s

the financial strength of the Company’s customers;

the Company’s ability to implement its business strategy;

the ability of the Company to execute and integrate

acquisitions;

changes in governmental regulation, legislation or public opinion relating to the manufacture and sale of bullets

and ammunition by our Sierra segment, and the possession and use of firearms and ammunition by our customers;

the Company’s

exposure to product liability or product warranty claims and other loss contingencies;

stability of the Company’s manufacturing

facilities and suppliers, including in light of disease epidemics and health-related concerns such as the coronavirus;

that global climate change trends may have on the Company and its suppliers and customers;

the Company’s ability to protect

patents, trademarks and other intellectual property rights;

the ability of the Company to execute and integrate acquisitions;

changes in governmental regulation, legislation or public opinion relating to the manufacture and sale of bullets and ammunition by our Sierra segment, and the possession and use of firearms and ammunition by our customers;

the Company’s exposure to product liability or product warranty claims and other loss contingencies;

disruptions and other impacts to the Company’s business, as a result of the COVID-19 global pandemic and government actions and restrictive measures implemented in response;

stability of the Company’s manufacturing facilities and suppliers, as well as consumer demand for our products, in light of disease epidemics and health-related concerns such as the COVID-19 global pandemic;

the impact that global climate change trends may have on the Company and its suppliers and customers;

the Company's ability to protect patents, trademarks and other intellectual property rights;

any breaches of, or interruptions in, our information systems;

in the price, availability and quality of raw materials and contracted products as well as foreign currency fluctuations;

to utilize our net operating loss carryforwards;

changes in tax laws and liabilities, tariffs, legal, regulatory, political and

economic risks;

the ability of our information technology systems or information security systems to operate effectively, including as a result of security breaches, viruses, hackers, malware, natural disasters, vendor business interruptions or other causes;

our ability to properly maintain, protect, repair or upgrade our information technology systems or information security systems, or problems with our transitioning to upgraded or replacement systems;

the impact of adverse publicity about the Company and/or its brands, including without limitation, through social media or in connection with brand damaging events and/or public perception;

fluctuations in the price, availability and quality of raw materials and contracted products as well as foreign currency fluctuations;

our ability to utilize our net operating loss carryforwards;

changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks;

and the Company’s ability to maintain a quarterly dividend.

More information on potential factors that could

affect the Company’s financial results can be found under Item 1A.—Risk Factors of this Annual Report on Form

All forward-looking statements included in this Annual Report on Form 10-K are based upon information available to the Company

as of the date of this Annual Report on Form 10-K, and speak only as the date hereof.

We assume no obligation to update any forward-looking

statements to reflect events or circumstances after the date of this Annual Report on Form 10-K.

Headquartered in Salt Lake City, Utah,

Clarus, a company focused on the outdoor and consumer industries, is seeking opportunities to acquire and grow businesses that

can generate attractive shareholder returns.

The Company has net operating tax loss carryforwards which it is seeking to redeploy

to maximize shareholder value.

Clarus’ primary business is as a leading designer, developer, manufacturer and distributor

of outdoor equipment and lifestyle products focused on the climb, ski, mountain, sport and skincare markets.

The Company’s

products are principally sold under the Black Diamond®, Sierra®, PIEPS®

and SKINourishment®

brand names through

outdoor specialty and online retailers, distributors and original equipment manufacturers throughout the U.S.

More information on potential factors that could affect the Company’s financial results can be found under Item 1A.

Risk Factors of this Annual Report on Form 10-K.

All forward-looking statements included in this Annual Report on Form 10-K are based upon information available to the Company as of the date of this Annual Report on Form 10-K, and speak only as the date hereof.

We assume no obligation to update any forward-looking statements to reflect events or circumstances after the date of this Annual Report on Form 10-K.

Headquartered in Salt Lake City, Utah, Clarus, a company focused on the outdoor and consumer industries, is seeking opportunities to acquire and grow businesses that can generate attractive shareholder returns.

The Company has net operating tax loss carryforwards which it is seeking to redeploy to maximize shareholder value.

Clarus’ primary business is as a leading designer, developer, manufacturer and distributor of outdoor equipment and lifestyle products focused on the climb, ski, mountain, sport and skincare markets.

The Company’s products are principally sold under the Black Diamond®, Sierra®, Barnes®, PIEPS® and SKINourishment® brand names through outdoor specialty and online retailers, distributors and original equipment manufacturers throughout the U.S.

and internationally.

Through our Black Diamond, PIEPS, and SKINourishment

brands, we offer a broad range of products including:

high-performance, activity-based apparel (such as shells, insulation, midlayers,

pants and logowear);

rock-climbing footwear and equipment (such as carabiners, protection devices, harnesses, belay devices, helmets,

and ice-climbing gear);

Through our Black Diamond, PIEPS, and SKINourishment brands, we offer a broad range of products including:

high-performance, activity-based apparel (such as shells, insulation, midlayers, pants and logowear);

rock-climbing footwear and equipment (such as carabiners, protection devices, harnesses, belay devices, helmets, and ice-climbing gear);

technical backpacks and high-end day packs;

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and skincare and other sport-enhancing products.

We also offer advanced skis, ski poles, ski skins, and snow safety products, including

avalanche airbag systems, avalanche transceivers, shovels, and probes.

Through our Sierra brand, we manufacture a wide range of

high-performance bullets and ammunition for both rifles and pistols that are used for precision target shooting, hunting and military

and law enforcement purposes.

Clarus Corporation, incorporated in Delaware

in 1991, acquired Black Diamond Equipment, Ltd.

(“Black Diamond Equipment”) in May 2010 and changed its name to Black

Diamond, Inc.

We also offer advanced skis, ski poles, ski skins, and snow safety products, including avalanche airbag systems, avalanche transceivers, shovels, and probes.

Through our Sierra and Barnes brands, we manufacture a wide range of high-performance bullets and ammunition for both rifles and pistols that are used for precision target shooting, hunting and military and law enforcement purposes.

Clarus, incorporated in Delaware in 1991, acquired Black Diamond Equipment, Ltd.

(“Black Diamond Equipment”) in May 2010 and changed its name to Black Diamond, Inc.

in January 2011.

In October 2012, we acquired PIEPS Holding GmbH and its subsidiaries (collectively, “PIEPS”).

On August 14, 2017, the Company changed

its name from Black Diamond, Inc.

to Clarus Corporation and its stock ticker symbol from “BDE” to “CLAR”

on the NASDAQ stock exchange.

On August 14, 2017, the Company changed its name from Black Diamond, Inc.

to Clarus Corporation and its stock ticker symbol from “BDE” to “CLAR” on the NASDAQ stock exchange.

On August 21, 2017, the Company acquired Sierra Bullets, L.L.C.

6, 2018, the Company acquired the assets of SKINourishment, Inc.

On November 6, 2018, the Company acquired the assets of SKINourishment, Inc.

(“SKINourishment”).

On May 7, 2018, the Company announced a

“modified Dutch auction” tender offer for Clarus’ common stock, as well as the preferred share purchase rights

associated with such shares (collectively, the “Shares”).

On July 11, 2018, the tender offer expired, following which

the Company announced it would accept 417,237 Shares for purchase at a price of $8.00 per Share, for an aggregate cost of approximately

$3,338,000, excluding fees and expenses.

On August 6, 2018, the Company announced

that its Board of Directors approved the initiation of a quarterly cash dividend program of $0.025 per share of the Company’s

common stock (the “Quarterly Cash Dividend”) or $0.10 per share on an annualized basis.

In 2019 and 2018, our total

Quarterly Cash Dividends were $2,987,000 and $1,488,000, respectively.

On January 24, 2020, the Company announced that its

Board of Directors approved the payment on February 14, 2020 of the Quarterly Cash Dividend to the record holders of shares of

the Company’s common stock as of the close of business on February 3, 2020.

Critical Accounting Policies and Use

Management’s discussion of our financial

condition and results of operations is based on the consolidated financial statements, which have been prepared in accordance with

On October 2, 2020, the Company completed the acquisition of certain assets and liabilities constituting the Barnes business (“Barnes”) for a purchase price of $30,500,000.

On August 6, 2018, the Company announced that its Board of Directors approved the initiation of a quarterly cash dividend program of $0.025 per share of the Company’s common stock (the “Quarterly Cash Dividend”) or $0.10 per share on an annualized basis.

The declaration and payment of future Quarterly Cash Dividends is subject to the discretion of and approval of the Company’s Board of Directors.

On May 1, 2020, the Company announced that, in light of the operational impact of the COVID-19 pandemic, its Board of Directors temporarily replaced its Quarterly Cash Dividend with a stock dividend (the “Quarterly Stock Dividend”).

In 2020, 2019 and 2018, our total Quarterly Cash Dividends were $1,520,000, $2,987,000 and $1,488,000, respectively.

In 2020, our total Quarterly Stock Dividends were $1,533,000.

On January 29, 2021, the Company announced that its Board of Directors approved the payment on February 19, 2021 of the Quarterly Cash Dividend to the record holders of shares of the Company’s common stock as of the close of business on February 8, 2021.

Impact of COVID-19

The global outbreak of COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the U.S.

government in March 2020, with governments world-wide implementing safety measures restricting travel and requiring citizen lockdowns and self-confinements for quarantining purposes.

This has negatively affected the U.S.

and global economy, disrupted global supply chains, and resulted in significant transport restrictions and disruption of financial markets.

The impact of this pandemic has created significant uncertainty in the global economy and has affected our business, employees, retail and distribution partners, suppliers, and customers.

We experienced a decline in retail demand within our Black Diamond segment beginning in the second half of March 2020 through December 2020, which negatively impacted our sales and profitability for the first, second, third and fourth quarters of 2020.

We also expect a continued impact on the Company’s sales and profitability in future periods.

The duration of these trends and the magnitude of such impacts cannot be precisely estimated at this time, as they are affected by a number of factors (some of which are outside management’s control), including those presented in Item 1A.

Risk Factors.

We have mitigated some of the negative impacts to our operating results by taking significant actions to improve our current operating results and liquidity position, including drawing on the credit facility, suspending share repurchases, temporarily suspending cash dividends, postponing non-essential capital expenditures, reducing operating costs, modulating production in line with demand, and substantially reducing discretionary spending.

We will continue to adjust mitigation measures as needed related to health and safety.

Those measures have and might continue to include temporarily suspending manufacturing or retail operations, modifying workspaces, continuing social distancing policies, implementing new personal protective equipment or health screening policies at our facilities, or such other industry best practices needed to continue maintain a healthy and safe environment for our employees amidst the pandemic.

These countermeasures partially mitigated the impacts of COVID-19 on our full year 2020 financial results.

As the impact of the COVID-19 pandemic on the economy and our operations evolves, we will continue to assess the impact on the Company and respond accordingly.

Sustained adverse impacts to the Company, certain of its suppliers, dealers or customers may also affect the Company’s future cash flows, liquidity, and valuation of certain assets and therefore may increase the likelihood of an impairment charge, write-off, or reserve associated with such assets, including goodwill, indefinite and finite-lived intangible assets, property and equipment, inventories, accounts receivable, net deferred tax assets, and other assets.

Critical Accounting Policies and Use of Estimates

Management’s discussion of our financial condition and results of operations is based on the consolidated financial statements, which have been prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”).

The preparation of the consolidated financial statements requires

us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities

at the date of the consolidated financial statements.

Estimates also affect the reported amounts of revenues and expenses during

the reporting periods.

We continually evaluate our estimates and assumptions including those related 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.

The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements.

Estimates also affect the reported amounts of revenues and expenses during the reporting periods.

We continually evaluate our estimates and assumptions including those related 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.

We believe the following critical accounting

policies include the more significant estimates and assumptions used in the preparation of our consolidated financial statements.

We believe the following critical accounting policies include the more significant estimates and assumptions used in the preparation of our consolidated financial statements.

Our accounting policies are more fully described in Note 1 of our consolidated financial statements.

We allocate the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values.

 Fair value of net assets acquired in business combinations – We allocate the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values.

The excess of the purchase price over these fair values is recorded as goodwill.

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We typically apply all three approaches to estimate the fair value of our tangible and intangible tangible assets depending on the type of asset acquired.

estimates in valuing certain intangible assets include but are not limited to the projected financial information related to each

individual asset, particularly forecasted revenue growth rates, market-based royalty rates and estimated discount rates.

The relief-from-royalty method

is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties

or license fees on revenues earned through the use of the asset.

Our discounted cash flow estimates use discount rates that correspond

to a weighted-average cost of capital consistent with a market-participant view.

The discount rates are consistent with those

used for investment decisions and take into account our operating plans and strategies.

estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable.

I f we do not achieve the results reflected in the assumptions and estimates, our goodwill impairment evaluations could

be adversely affected, and we may impair a portion or all of our intangible assets, which would adversely affect our operating

results in the period of impairment .

We account for income taxes using the asset and liability method.

The asset and liability method

provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences

between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards.

may make assumptions, judgments and estimates in order to determine the future taxable income available to support the recoverability

of deferred tax assets at a more-likely-than-not threshold.

The sources of future taxable income include 1) future reversal of

existing taxable temporary differences, 2) taxable income in carryback years if carryback is permitted, 3) future taxable income

from future operations, and 4) tax planning strategies.

The degree and subjectivity and judgment increases as the source of future

taxable income becomes more inherently subjective.

Our assumptions, judgments and estimates relative to the realizability of a

deferred tax asset take into account predictions of the amount and category of expected future taxable income.

Actual operating

results and the underlying amount and category of income in future years could cause our current assumptions, judgments and estimates

of recoverable net deferred taxes to be inaccurate.

Changes in any of the assumptions, judgments and estimates mentioned above

related to the realizability of deferred tax assets, could materially affect our financial position and results of operations.

We assess the recoverability of our one reporting unit’s carrying value of goodwill by performing

a qualitative assessment and/or a quantitative goodwill impairment test.

At a minimum, we perform an annual assessment of

possible goodwill impairment as of each December 31.

Management may perform an interim goodwill impairment assessment whenever

events or circumstances make it more-likely-than-not that an impairment may have occurred, such as a significant adverse change

in the business climate or a decision to sell or dispose of the reporting unit.

If we begin with a qualitative assessment and are

able to support the conclusion that it is not more-likely-than-not that the fair value of the reporting unit is less than its carrying

value, we are not required to perform the quantitative goodwill impairment test.

Otherwise, we are required to perform the

quantitative goodwill impairment test which compares the reporting unit’s carrying value including goodwill to its estimated

We estimate the reporting unit’s fair value using either the income approach based upon projected discounted

cash flows of the reporting unit or the market approach based upon comparable market acquisition transactions.

If the estimated

fair value of the reporting entity exceeds the carrying value, the goodwill is not impaired, and no further review is required.

However, if the carrying value exceeds the estimated fair value of the reporting unit, an impairment expense should be recognized

for the excess of the carrying value over the fair value.

Under the income approach, the

estimated discounted cash flows are based on the best information available to us at the time, including supportable assumptions

and projections we believe are reasonable.

Our discounted cash flow estimates use discount rates that correspond to a weighted-average

cost of capital consistent with a market-participant view.

The discount rates are consistent with those used for investment decisions

and take into account our operating plans and strategies.

Certain other key assumptions utilized, including revenue projections,

costs of goods sold, operating expenses and effective tax rates, are based on estimates consistent with those utilized in our annual

budgeting and planning process that we believe are reasonable.

However, if we do not achieve the results reflected in the assumptions

and estimates, our goodwill impairment evaluations could be adversely affected, and we may impair a portion or all of our goodwill,

which would adversely affect our operating results in the period of impairment.

The market approach identifies

the EBITDA multiples of recent industry and competitor acquisitions.

The reporting unit’s current EBITDA is multiplied by

the median industry and competitor acquisition market multiple to estimate its current estimated fair value.

If the market multiples

or EBITDA value assumptions are incorrect, our goodwill impairment evaluation could also be adversely affected, and we may impair

a portion or all of our goodwill, which would adversely affect our operating results in the period of impairment.

As a result of

the current wide swings in market multiples resulting from industry acquisitions, management believes that the income approach

provides for a more accurate estimate of the reporting unit’s fair value.

No impairment was recorded during

the years ended December 31, 2019, 2018, and 2017.

During the first quarter of 2019, we early adopted Accounting Standards Update

2017-04, Intangibles-Goodwill and Other (Topic 350):

Simplifying the Test for Goodwill Impairment, which removed the requirement

to perform the previous two-step goodwill impairment test.

We also test indefinite-lived

intangible assets for impairment at least annually during the fourth quarter, generally on December 31.

Management may perform

an interim indefinite-lived intangible asset impairment assessment whenever events or circumstances make it more likely than not

that an impairment may have occurred, such as a significant adverse change in the business climate or a decision to sell or dispose

of the reporting unit.

If the carrying value of the indefinite-lived asset is higher than its fair value, then the asset is deemed

to be impaired and the impairment charge is estimated as the difference.

The Company calculates the fair value of its indefinite-lived

intangible assets using the income approach, specifically the relief-from-royalty method.

The relief-from-royalty method

is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties

or license fees on revenues earned through the use of the asset.

Internally forecasted revenues, which the Company believes reasonably

approximate market participant assumptions, are multiplied by a royalty rate to arrive at the estimated net after tax

cost savings.

The royalty rate used in the analysis is based on an analysis of empirical, market-derived royalty rates

for comparable intangible assets.

The net after tax cost savings are discounted using the same weighted-average cost of capital

discount rate developed for purposes of the Company's quantitative goodwill impairment test.

The key uncertainties in these calculations

are the assumptions used in determining the revenue associated with each indefinite-lived intangible asset and the royalty

If we do not achieve the results reflected in the assumptions and estimates, our indefinite-lived intangibles impairment

evaluations could be adversely affected, and we may impair a portion or all of their carrying values, which would adversely affect

our operating results in the period of impairment.

Significant estimates in valuing certain intangible assets include but are not limited to the projected financial information related to each individual asset, particularly forecasted sales growth rates, cash flows, market-based royalty rates and estimated discount rates.

Developed technology and trademarks are valued using the relief-from-royalty method, and customer relationships are valued using the multi-period excess earnings model.

The relief-from-royalty method is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset.

The multi-period excess earnings method supposes that the owner of the intangible asset is able to achieve a return in excess of that received without the intangible asset through enhanced revenues or cost savings.

Our discounted cash flow estimates use discount rates that correspond to a weighted-average cost of capital consistent with a market-participant view.

The discount rates are consistent with those used for investment decisions and take into account our operating plans and strategies.

Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable.

I f we do not achieve the results reflected in the assumptions and estimates, our goodwill impairment evaluations could be adversely affected, and we may impair a portion or all of our intangible assets, which would adversely affect our operating results in the period of impairment .

 Income taxes – We account for income taxes using the asset and liability method.

The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards.

We may make assumptions, judgments and estimates in order to determine the future taxable income available to support the recoverability of deferred tax assets at a more-likely-than-not threshold.

The sources of future taxable income include 1) future reversal of existing taxable temporary differences, 2) taxable income in carryback years if carryback is permitted, 3) future taxable income from future operations, and 4) tax planning strategies.

The degree and subjectivity and judgment increases as the source of future taxable income becomes more inherently subjective.

Our assumptions, judgments and estimates relative to the realizability of a deferred tax asset take into account predictions of the amount and category of expected future taxable income.

Actual operating results and the underlying amount and category of income in future years could cause our current assumptions, judgments and estimates of recoverable net deferred taxes to be inaccurate.

Changes in any of the assumptions, judgments and estimates mentioned above related to the realizability of deferred tax assets, could materially affect our financial position and results of operations.

 Goodwill and intangible assets – We assess the recoverability of our one reporting unit’s carrying value of goodwill by performing a qualitative assessment and/or a quantitative goodwill impairment test.

At a minimum, we perform an annual assessment of possible goodwill impairment as of each December 31.

Management may perform an interim goodwill impairment assessment whenever events or circumstances make it more likely than not that an impairment may have occurred, such as a significant adverse change in the business climate or a decision to sell or dispose of the reporting unit.

If we begin with a qualitative assessment and are able to support the conclusion that it is not more likely than not that the fair value of the reporting unit is less than its carrying value, we are not required to perform the quantitative goodwill impairment test.

Otherwise, we are required to perform the quantitative goodwill impairment test which compares the reporting unit’s carrying value including goodwill to its estimated fair value.

We estimate the reporting unit’s fair value using either the income approach based upon projected discounted cash flows of the reporting unit or the market approach based upon comparable market acquisition transactions.

If the estimated fair value of the reporting entity exceeds the carrying value, the goodwill is not impaired, and no further review is required.

However, if the carrying value exceeds the estimated fair value of the reporting unit, an impairment expense should be recognized for the excess of the carrying value over the fair value.

Under the income approach, the estimated discounted cash flows are based on the best information available to us at the time, including supportable assumptions and projections we believe are reasonable.

Our discounted cash flow estimates use discount rates that correspond to a weighted-average cost of capital consistent with a market-participant view.

The discount rates are consistent with those used for investment decisions and take into account our operating plans and strategies.

Certain other key assumptions utilized, including revenue projections, costs of goods sold, operating expenses and effective tax rates, are based on estimates consistent with those utilized in our annual budgeting and planning process that we believe are reasonable.

However, if we do not achieve the results reflected in the assumptions and estimates, our goodwill impairment evaluations could be adversely affected, and we may impair a portion or all of our goodwill, which would adversely affect our operating results in the period of impairment.

The market approach identifies the EBITDA multiples of recent industry and competitor acquisitions.

The reporting unit’s current EBITDA is multiplied by the median industry and competitor acquisition market multiple to estimate its current estimated fair value.

If the market multiples or EBITDA value assumptions are incorrect, our goodwill impairment evaluation could also be adversely affected, and we may impair a portion or all of our goodwill, which would adversely affect our operating results in the period of impairment.

As a result of the current wide swings in market multiples resulting from industry acquisitions, management believes that the income approach provides for a more accurate estimate of the reporting unit’s fair value.

No impairment was recorded during the years ended December 31, 2020, 2019, and 2018.

During the first quarter of 2019, we early adopted Accounting Standards Update 2017-04, Intangibles-Goodwill and Other (Topic 350):

Simplifying the Test for Goodwill Impairment, which removed the requirement to perform the previous two-step goodwill impairment test.

We also test indefinite-lived intangible assets for impairment at least annually during the fourth quarter, generally on December 31.

Management may perform an interim indefinite-lived intangible asset impairment assessment whenever events or circumstances make it more likely than not that an impairment may have occurred, such as a significant adverse change in the business climate or a decision to sell or dispose of the reporting unit.

If the carrying value of the indefinite-lived asset is higher than its fair value, then the asset is deemed to be impaired and the impairment charge is estimated as the difference.

The Company calculates the fair value of its indefinite-lived intangible assets using the income approach, specifically the relief-from-royalty method.

Internally forecasted revenues, which the Company believes reasonably approximate market participant assumptions, are multiplied by a royalty rate to arrive at the estimated net after tax cost savings.

The royalty rate used in the analysis is based on an analysis of empirical, market-derived royalty rates for comparable intangible assets.

The net after tax cost savings are discounted using the same weighted-average cost of capital discount rate developed for purposes of the Company's quantitative goodwill impairment test.

The key uncertainties in these calculations are the assumptions used in determining the revenue associated with each indefinite-lived intangible asset and the royalty rate.

If we do not achieve the results reflected in the assumptions and estimates, our indefinite-lived intangibles impairment evaluations could be adversely affected, and we may impair a portion or all of their carrying values, which would adversely affect our operating results in the period of impairment.

Recent Accounting Pronouncements

See “Recent Accounting Pronouncements”

in Note 1 to the notes to consolidated financial statements.

See “Recent Accounting Pronouncements” in Note 1 to the notes to consolidated financial statements.

Results of Operations (In Thousands)

Consolidated Year Ended December

31, 2019 Compared to Consolidated Year Ended December 31, 2018

The following presents a discussion of

consolidated operations for the year ended December 31, 2019, compared with the consolidated year ended December 31, 2018:

Consolidated Year Ended December 31, 2020 Compared to Consolidated Year Ended December 31, 2019

The following presents a discussion of consolidated operations for the year ended December 31, 2020, compared with the consolidated year ended December 31, 2019:

Year Ended December 31,

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Income tax benefit

Consolidated sales increased $17,296, or

8.2%, to $229,437 during the year ended December 31, 2019, compared to consolidated sales of $212,141 during the year ended December

The increase in sales was attributable to the increase in the quantity of new and existing climb, mountain, and ski products

sold during the period.

These increases were partially offset by a decrease in the quantity of new and existing sport products

sold during the period and a decrease in sales of $2,603 due to the strengthening of the U.S.

dollar against foreign currencies

during the year ended December 31, 2019 compared to the prior period.

Consolidated domestic sales increased $9,214,

or 8.2%, to $121,751 during the year ended December 31, 2019, compared to consolidated domestic sales of $112,537 during the year

ended December 31, 2018.

The increase in domestic sales was attributable to an increase in the quantity of new and existing climb,

mountain, and ski products sold during the year ended December 31, 2019.

These increases were partially offset by a decrease in

the quantity of new and existing sport products sold during the period.

Consolidated international sales increased

$8,082, or 8.1%, to $107,686 during the year ended December 31, 2019, compared to consolidated international sales of $99,604 during

the year ended December 31, 2018.

The increase in international sales was attributable to the increase in the quantity of new and

existing climb, mountain, and ski products sold during the year ended December 31, 2019.

These increases were partially offset

by a decrease in the quantity of new and existing sport products sold during the period and a decrease in sales of $2,603 due to

the strengthening of the U.S.

Consolidated sales decreased $5,430, or 2.4%, to $224,007 during the year ended December 31, 2020, compared to consolidated sales of $229,437 during the year ended December 31, 2019.

We believe lower consumer demand related to the COVID-19 pandemic drove a decrease in the quantity of new and existing climb, mountain, and ski products sold during the period.

These decreases were partially offset by an increase in the quantity of new and existing sport products sold by Sierra of $16,729 and the inclusion of Barnes, which contributed $6,556.

We also experienced an increase in sales of $606 due to the weakening of the U.S.

dollar against foreign currencies during the year ended December 31, 2020 compared to the prior period.

Consolidated domestic sales increased $10,475, or 8.6%, to $132,226 during the year ended December 31, 2020, compared to consolidated domestic sales of $121,751 during the year ended December 31, 2019.

The increase in sales was attributable to the increase in the quantity of new and existing sport products sold by Sierra of $17,873 and the inclusion of Barnes, which contributed $6,179.

We believe this increase was partially offset by a decrease in domestic sales due to lower consumer demand related to the COVID-19 pandemic, which drove a decrease in the quantity of new and existing climb, mountain, and ski products sold during the period.

Consolidated international sales decreased $15,905, or 14.8%, to $91,781 during the year ended December 31, 2020, compared to consolidated international sales of $107,686 during the year ended December 31, 2019.

We believe the decrease in international sales was attributable to lower consumer demand related to the COVID-19 pandemic, which drove a decrease in the quantity of new and existing climb, mountain, and ski products sold during the period.

We also experienced a decrease in the quantity of new and existing sport products sold by Sierra of $1,143.

These decreases were partially offset by the inclusion of Barnes, which contributed $376.

We also experienced an increase in sales of $606 due to the weakening of the U.S.

dollar against foreign currencies during the year ended December 31, 2020 compared to the prior period.

Cost of Goods Sold

Consolidated cost of goods sold increased

$10,967, or 7.9%, to $149,146 during the year ended December 31, 2019, compared to consolidated cost of goods sold of $138,179

during the year ended December 31, 2018.

The increase in cost of goods sold was attributable to an increase in the number of units

Consolidated gross profit increased $6,329,

or 8.6%, to $80,291 during the year ended December 31, 2019, compared to consolidated gross profit of $73,962 during the year ended

December 31, 2018.

Consolidated gross margin was 35.0% during the year ended December 31, 2019, compared to a consolidated gross

margin of 34.9% during the year ended December 31, 2018.

Consolidated gross margin during the year ended December 31, 2019, increased

compared to the prior year due to a favorable product mix in higher margin products.

Gross margin during the year ended December

31, 2018 included a decrease in gross margin of 0.5% due to the sale of inventory that was recorded at its fair value in purchase

Consolidated cost of goods sold decreased $2,934, or 2.0%, to $146,212 during the year ended December 31, 2020, compared to consolidated cost of goods sold of $149,146 during the year ended December 31, 2019.

The decrease in cost of goods sold was primarily attributable to a decrease in the number of units sold due to lower consumer demand related to the COVID-19 pandemic.

Consolidated gross profit decreased $2,496 or 3.1%, to $77,795 during the year ended December 31, 2020, compared to consolidated gross profit of $80,291 during the year ended December 31, 2019.

Consolidated gross margin was 34.7% during the year ended December 31, 2020, compared to a consolidated gross margin of 35.0% during the year ended December 31, 2019.

Consolidated gross margin during the year ended December 31, 2020, decreased compared to the prior year due to unfavorable impacts on our supply chain and logistic activities due to the COVID-19 pandemic.

Gross margin benefited from the inclusion of Barnes;

however, this benefit was offset by a decrease in gross margin of 0.2% due to the sale of inventory that was recorded at its preliminary fair value in purchase accounting during the year ended December 31, 2020.

Selling, General and Administrative

Consolidated selling, general, and administrative

expenses increased $3,529, or 5.4%, to $68,680 during the year ended December 31, 2019, compared to consolidated selling, general

and administrative expenses of $65,151 during the year ended December 31, 2018.

The increase in selling, general and administrative

expenses was attributable to the Company’s continued investments in the brand related activities of research and development,

marketing, direct-to-consumer, and warehousing and logistics, focused on supporting its strategic initiatives around new product

introductions, elevating brand awareness, and being easier to do business with.

Stock compensation also increased $297 during the

year ended December 31, 2019 compared to the prior year.

Consolidated selling, general, and administrative expenses increased $2,748, or 4.0%, to $71,428 during the year ended December 31, 2020, compared to consolidated selling, general and administrative expenses of $68,680 during the year ended December 31, 2019.

The increase in selling, general and administrative expenses is due to the inclusion of Barnes, which contributed $1,698, and an increase of stock compensation of $3,842 during the year ended December 31, 2020 compared to the prior year.

The increase was partially offset by the cost-saving initiatives implemented in response to the COVID-19 pandemic, primarily related to reductions within sales, marketing, and logistics.

Restructuring Charges

Consolidated restructuring expense decreased

$124, or 90.5%, to $13 during the year ended December 31, 2019, compared to consolidated restructuring expense of $137 during the

year ended December 31, 2018.

Restructuring expenses incurred during the year ended December 31, 2019 and 2018, related to costs

associated with the formal closure and liquidation of the Company’s Black Diamond Equipment manufacturing operations in Zhuhai,

Consolidated restructuring expense decreased to $0 during the year ended December 31, 2020, compared to consolidated restructuring expense of $13 during the year ended December 31, 2019.

Restructuring expenses incurred during the year ended December 31, 2019, related to costs associated with the formal closure and liquidation of the Company’s Black Diamond Equipment manufacturing operations in Zhuhai, China.

Transaction Costs

Consolidated transaction expense decreased

to $166 during the year ended December 31, 2019, compared to consolidated transaction costs of $503 during the year ended December

31, 2018, which consisted of expenses related to the Company’s acquisition of Sierra.

Consolidated transaction expense increased to $2,433 during the year ended December 31, 2020, compared to consolidated transaction costs of $166 during the year ended December 31, 2019, which consisted of expenses related to the Company’s various acquisition efforts and capital-raising activities, including acquiring Barnes and completing a registered direct offering (the “Offering”).

Interest Expense, net

Consolidated interest expense, net increased

$19, or 1.4%, to $1,358 during the year ended December 31, 2019, compared to consolidated interest expense, net, of $1,339 during

the year ended December 31, 2018.

Interest expense recognized during the year ended December 31, 2019 was primarily associated

with the average outstanding debt amounts during the period.

Interest expense recognized during the year ended December 31, 2018

was primarily attributable to the write-off of previously capitalized origination costs and interest expense associated with the

average outstanding debt amounts during the period.

Consolidated other, net, decreased $266,

or 74.1%, to expense of $93 during the year ended December 31, 2019, compared to consolidated other, net expense of $359 during

the year ended December 31, 2018.

The decrease in other, net, was primarily attributable to a decrease in remeasurement losses

recognized on the Company’s foreign denominated accounts receivable and accounts payable and a decrease in gains on mark-to-market

adjustments on non-hedged foreign currency contracts.

During the year ended December 31, 2018, the expense included losses related

to recognition of cumulative translation adjustments due to the substantial liquidation of a foreign entity.

Consolidated income tax benefit increased

$8,163, or 985.9%, to $8,991 during the year ended December 31, 2019, compared to a consolidated income tax benefit of $828 during

the same period in 2018.

The tax benefit recorded during the year ended December 31, 2019 includes a release of certain valuation

allowances of $13,490 and a discrete benefit associated with stock compensation windfall for $368.

Our effective income tax rate was

90.1% for the year ended December 31, 2019, compared to 12.8% for the same period in 2018.

The primary reasons for the

effective income tax rate changes are due to differing levels of income before income tax, release of a partial valuation

allowance of the deferred tax assets, and discrete charges recorded during the respective periods.

Factors that could cause

our annual effective tax rate to differ materially from our quarterly effective tax rates include changes in the geographic

mix of taxable income and discrete events that may occur.

Consolidated Year Ended December

31, 2018 Compared to Consolidated Year Ended December 31, 2017

The following presents a discussion of

consolidated operations for the year ended December 31, 2018 compared with the consolidated year ended December 31, 2017:

Consolidated interest expense, net during the year ended December 31, 2020 remained relatively consistent with consolidated interest expense, net, during the year ended December 31, 2019.

Consolidated other, net, increased $1,005, or 1,080.6%, to income of $912 during the year ended December 31, 2020, compared to consolidated other, net expense of $93 during the year ended December 31, 2019.

The increase in other, net, was primarily attributable to an increase in remeasurement gains recognized on the Company’s foreign denominated accounts receivable and accounts payable.

This increase was partially offset by losses on mark-to-market adjustments on non-hedged foreign currency contracts.

Consolidated income tax benefit decreased $7,031, or 78.2%, to $1,960 during the year ended December 31, 2020, compared to a consolidated income tax benefit of $8,991 during the same period in 2019.

Our effective income tax rate was a benefit of 54.7% for the year ended December 31, 2020, and differed compared to the statutory tax rates due to a release of a partial valuation allowance of the deferred tax assets and discrete charges recorded during the period .

For the year ended December 31, 2019, our effective income tax rate was a benefit of 90.1% and differed compared to the statutory tax rates due to a release of certain valuation allowances and a discrete benefit associated with stock compensation windfall .

Factors that could cause our annual effective tax rate to differ materially from our quarterly effective tax rates include changes in the geographic mix of taxable income and discrete events that may occur.

Consolidated Year Ended December 31, 2019 Compared to Consolidated Year Ended December 31, 2018

The following presents a discussion of consolidated operations for the year ended December 31, 2019 compared with the consolidated year ended December 31, 2018:

Year Ended December 31,

5 unchanged sentences

Restructuring charge

Merger and integration

Transaction costs

Total operating expenses

Operating income (loss)

Other (expense) income

Operating income

Other expense

Interest expense, net

Total other expense, net

Income (loss) before income tax

Income before income tax

Income tax benefit

Net income (loss)

Consolidated sales increased $41,454, or

24.3%, to $212,141 during the year ended December 31, 2018, compared to consolidated sales of $170,687 during the year ended December

The increase in sales was partially attributable to the inclusion of Sierra, which contributed $35,395 in total sales

and $25,039 in incremental sales during the year ended December 31, 2018.

The remaining increase was attributable to the increase

in the quantity of new and existing climb and mountain products sold during the period and an increase in sales of $2,799 due to

the strengthening of foreign currencies against the U.S.

dollar during the year ended December 31, 2018 compared to the prior period.

Consolidated domestic sales increased $23,934,

or 27.0%, to $112,537 during the year ended December 31, 2018, compared to consolidated domestic sales of $88,603 during the year

ended December 31, 2017.

The increase in sales was attributable to the inclusion of Sierra, which contributed $26,105 in total

sales and $18,668 in incremental sales during the year ended December 31, 2018.

The remaining increase was attributable to the

increase in the quantity of new and existing climb and mountain products sold during the year ended December 31, 2018.

Consolidated international sales increased

$17,520, or 21.3%, to $99,604 during the year ended December 31, 2018, compared to consolidated international sales of $82,084

during the year ended December 31, 2017.

The increase in sales was partially attributable to the inclusion of Sierra, which contributed

$9,290 in total sales and $6,371 in incremental sales during the year ended December 31, 2018.

The remaining increase in international

sales was attributable to the increase in the quantity of new and existing climb and mountain products sold during the period and

an increase in sales of $2,799 due to the strengthening of foreign currencies against the U.S.

dollar during the year ended December

31, 2018 compared to the prior period.

Consolidated sales increased $17,296, or 8.2%, to $229,437 during the year ended December 31, 2019, compared to consolidated sales of $212,141 during the year ended December 31, 2018.

The increase in sales was attributable to the increase in the quantity of new and existing climb, mountain, and ski products sold during the period.

These increases were partially offset by a decrease in the quantity of new and existing sport products sold during the period and a decrease in sales of $2,603 due to the strengthening of the U.S.

dollar against foreign currencies during the year ended December 31, 2019 compared to the prior period.

Consolidated domestic sales increased $9,214, or 8.2%, to $121,751 during the year ended December 31, 2019, compared to consolidated domestic sales of $112,537 during the year ended December 31, 2018.

The increase in domestic sales was attributable to an increase in the quantity of new and existing climb, mountain, and ski products sold during the year ended December 31, 2019.

These increases were partially offset by a decrease in the quantity of new and existing sport products sold during the period.

Consolidated international sales increased $8,082, or 8.1%, to $107,686 during the year ended December 31, 2019, compared to consolidated international sales of $99,604 during the year ended December 31, 2018.

The increase in international sales was attributable to the increase in the quantity of new and existing climb, mountain, and ski products sold during the year ended December 31, 2019.

These increases were partially offset by a decrease in the quantity of new and existing sport products sold during the period and a decrease in sales of $2,603 due to the strengthening of the U.S.

dollar against foreign currencies during the year ended December 31, 2019 compared to the prior period.

Cost of Goods Sold

Consolidated cost of goods sold increased

$21,302, or 18.2%, to $138,179 during the year ended December 31, 2018, compared to consolidated cost of goods sold of $116,877

during the year ended December 31, 2017.

The increase in cost of goods sold was partially attributable to the inclusion of Sierra,

which contributed $14,382 in incremental cost of goods sold, which included $1,049 related to the sale of inventory that was recorded

at fair value in purchase accounting.

The remaining increase was attributable to an increase in the number of units sold and the

mix of higher cost products sold.

Consolidated gross profit increased $20,152

or 37.5%, to $73,962 during the year ended December 31, 2018, compared to consolidated gross profit of $53,810 during the year

ended December 31, 2017.

Consolidated gross margin was 34.9% during the year ended December 31, 2018, compared to a consolidated

gross margin of 31.5% during the year ended December 31, 2017.

Consolidated gross margin during the year ended December 31, 2018,

increased compared to the prior year due to a favorable product mix in higher margin products and channel distribution.

also benefited from the inclusion of Sierra;

however, this benefit was partially offset by a decrease in gross margin of 0.5% due

to the sale of inventory that was recorded at its fair value in purchase accounting.

Consolidated gross margin during the year

ended December 31, 2017 was also negatively impacted by 1.2% due to the sale of inventory that was recorded at its preliminary

fair value in purchase accounting.

Consolidated cost of goods sold increased $10,967, or 7.9%, to $149,146 during the year ended December 31, 2019, compared to consolidated cost of goods sold of $138,179 during the year ended December 31, 2018.

The increase in cost of goods sold was attributable to an increase in the number of units sold.

Consolidated gross profit increased $6,329, or 8.6%, to $80,291 during the year ended December 31, 2019, compared to consolidated gross profit of $73,962 during the year ended December 31, 2018.

Consolidated gross margin was 35.0% during the year ended December 31, 2019, compared to a consolidated gross margin of 34.9% during the year ended December 31, 2018.

Consolidated gross margin during the year ended December 31, 2019, increased compared to the prior year due to a favorable product mix in higher margin products.

Gross margin during the year ended December 31, 2018 included a decrease in gross margin of 0.5% due to the sale of inventory that was recorded at its fair value in purchase accounting.

Selling, General and Administrative

Consolidated selling, general, and administrative

expenses increased $8,856, or 15.7%, to $65,151 during the year ended December 31, 2018, compared to consolidated selling, general

and administrative expenses of $56,295 during the year ended December 31, 2017.

The increase in selling, general and administrative

expenses was partially attributable to the inclusion of Sierra of $4,504 in incremental selling, general, and administrative expenses.

The remaining increase being attributable to the Company’s investment in the brand related activities of sales, marketing,

research and development, and fulfillment in supporting its strategic initiatives around new product introduction and increasing

brand equity.

Consolidated selling, general, and administrative expenses increased $3,529, or 5.4%, to $68,680 during the year ended December 31, 2019, compared to consolidated selling, general and administrative expenses of $65,151 during the year ended December 31, 2018.

The increase in selling, general and administrative expenses was attributable to the Company’s continued investments in the brand related activities of research and development, marketing, direct-to-consumer, and warehousing and logistics, focused on supporting its strategic initiatives around new product introductions, elevating brand awareness, and being easier to do business with.

Stock compensation also increased $297 during the year ended December 31, 2019 compared to the prior year.

Restructuring Charges

Consolidated restructuring expense decreased

$23, or 14.4%, to $137 during the year ended December 31, 2018, compared to consolidated restructuring expense of $160 during the

year ended December 31, 2017.

Restructuring expenses incurred during the year ended December 31, 2018, related to costs associated

with the formal closure and liquidation of the Company’s Black Diamond Equipment manufacturing operations in Zhuhai, China.

Merger and Integration Costs

Consolidated merger and integration expense

decreased to $0 during the year ended December 31, 2018 compared to consolidated merger and integration expense of $82 during the

year ended December 31, 2017, which consisted of expenses related to the integration of Sierra.

Consolidated restructuring expense decreased $124, or 90.5%, to $13 during the year ended December 31, 2019, compared to consolidated restructuring expense of $137 during the year ended December 31, 2018.

Restructuring expenses incurred during the year ended December 31, 2019 and 2018, related to costs associated with the formal closure and liquidation of the Company’s Black Diamond Equipment manufacturing operations in Zhuhai, China.

Transaction Costs

Consolidated transaction expense decreased

to $503 during the year ended December 31, 2018, compared to consolidated transaction costs of $2,088 during the year ended December

31, 2017, which consisted of expenses related to the Company’s acquisition of Sierra.

Consolidated transaction expense decreased to $166 during the year ended December 31, 2019, compared to consolidated transaction costs of $503 during the year ended December 31, 2018, which consisted of expenses related to the Company’s acquisition of Sierra.

Interest Expense, net

Consolidated interest expense, net increased

$51, or 4.0%, to $1,339 during the year ended December 31, 2018, compared to consolidated interest expense, net, of $1,288 during

the year ended December 31, 2017.

Interest expense recognized during the year ended December 31, 2018 was primarily attributable

to the write-off of previously capitalized origination costs of $279 associated with our previous credit facility, which was replaced

with the new Credit Agreement with JPMorgan Chase Bank, N.A., and interest expense associated with the average outstanding debt

amounts during the year ended December 31, 2018.

Interest expense recognized during the year ended December 31, 2017 was primarily

attributable to the Company’s 5% Senior Subordinated Notes which were repaid during the year ended December 31, 2017.

Consolidated other, net, decreased

$702, or 204.7%, to expense of $359 during the year ended December 31, 2018, compared to consolidated other, net income of

$343 during the year ended December 31, 2017.

The decrease in other, net, was primarily attributable to a decrease in

remeasurement gains recognized on the Company’s foreign denominated accounts receivable and accounts payable and losses

related to recognition of cumulative translation adjustments due to the substantial liquidation of a foreign entity.

decrease was partially offset by gains on mark-to-market adjustments on non-hedged foreign currency contracts.

Consolidated income tax benefit decreased

$4,259, or 83.7%, to a benefit of $828 during the year ended December 31, 2018, compared to a consolidated income tax benefit of

$5,087 during the same period in 2017.

Due to the Tax Cuts and Jobs Act (“Tax Act”) enacted in December 2017, the profit

before tax benefit recorded during the year ended December 31, 2018 was expensed at the federal statutory rate of 21% compared

to 35% in 2017.

Our effective income tax rate was a benefit

of 12.8% for the year ended December 31, 2018, compared to 88.3% for the same period in 2017.

The primary reasons for the effective

income tax rate changes are due to differing levels of income (loss) before income tax and discrete charges recorded during the

respective periods.

The tax benefit recorded for the year ended December 31, 2018 included charges associated to the usage of previous

net operating losses (“NOL”) as well as charges for discrete items associated with a tax windfall deduction from the

vesting of restricted stock units and the exercises of stock options.

Factors that could cause our annual effective tax rate to

differ materially from our quarterly effective tax rates include changes in the geographic mix of taxable income and discrete events

that may occur.

Consolidated interest expense, net increased $19, or 1.4%, to $1,358 during the year ended December 31, 2019, compared to consolidated interest expense, net, of $1,339 during the year ended December 31, 2018.

Interest expense recognized during the year ended December 31, 2019 was primarily associated with the average outstanding debt amounts during the period.

Interest expense recognized during the year ended December 31, 2018 was primarily attributable to the write-off of previously capitalized origination costs and interest expense associated with the average outstanding debt amounts during the period.

Consolidated other, net, decreased $266, or 74.1%, to expense of $93 during the year ended December 31, 2019, compared to consolidated other, net expense of $359 during the year ended December 31, 2018.

The decrease in other, net, was primarily attributable to a decrease in remeasurement losses recognized on the Company’s foreign denominated accounts receivable and accounts payable and a decrease in gains on mark-to-market adjustments on non-hedged foreign currency contracts.

During the year ended December 31, 2018, the expense included losses related to recognition of cumulative translation adjustments due to the substantial liquidation of a foreign entity.

Consolidated income tax benefit increased $8,163, or 985.9%, to $8,991 during the year ended December 31, 2019, compared to a consolidated income tax benefit of $828 during the same period in 2018.

The tax benefit recorded during the year ended December 31, 2019 includes a release of certain valuation allowances of $13,490 and a discrete benefit associated with stock compensation windfall for $368.

Our effective income tax rate was a benefit of 90.1% for the year ended December 31, 2019, compared to a benefit of 12.8% for the same period in 2018.

The primary reasons for the effective income tax rate changes are due to differing levels of income before income tax, release of a partial valuation allowance of the deferred tax assets, and discrete charges recorded during the respective periods.

Liquidity and Capital Resources (In Thousands)

Consolidated Year ended December

31, 2019 Compared to Consolidated Year ended December 31, 2018

The following presents a discussion of

cash flows for the consolidated year ended December 31, 2019 compared with the consolidated year ended December 31, 2018.

ongoing funding requirements are for working capital, expansion of our operations (both organically and through acquisitions) and

general corporate needs, as well as investing activities associated with the expansion into new product categories.

fund these activities through a combination of our future operating cash flows and revolving credit facility.

We believe that our

liquidity requirements for at least the next 12 months will be adequately covered by cash provided by operations and our existing

revolving credit facility.

At December 31, 2019, we had total cash of $1,703 compared to a cash balance of $2,486 at December 31,

2018, which was substantially controlled by the Company’s U.S.

At December 31, 2019, the Company had $1,318 of

the $1,703 in cash held by foreign entities, of which $521 is considered permanently reinvested.

Consolidated Year ended December 31, 2020 Compared to Consolidated Year ended December 31, 2019

Our primary ongoing funding requirements are for working capital, expansion of our operations (both organically and through acquisitions) and general corporate needs, as well as investing activities associated with the expansion into new product categories.

We plan to fund these activities through a combination of our future operating cash flows and revolving credit facility which had approximately $44,400 available to borrow at December 31, 2020.

We believe that our liquidity requirements for at least the next 12 months will be adequately covered by cash provided by operations and our existing revolving credit facility.

However, as the impact of the COVID-19 pandemic on the economy and our operations evolves, we will continue to assess our liquidity needs.

The COVID-19 pandemic has negatively affected the U.S.

and global economies, disrupted global supply chains, and resulted in significant travel and transport restrictions and disruption of financial markets.

An extended period of global supply chain and economic disruption could materially affect our business, results of operations, ability to meet debt covenants, access to sources of liquidity and financial condition.

Given the economic uncertainty as a result of the pandemic, we have taken actions to improve our current liquidity position, including drawing on the credit facility, suspending share repurchases and cash dividends, postponing nonessential capital expenditures, reducing operating costs, modulating production in line with demand, initiating workforce reductions and furloughs, and substantially reducing discretionary spending.

Further, on April 30, 2020, we borrowed $20,000 under the term loan portion of the Credit Agreement (as defined below) to increase our overall liquidity.

The Company is required to repay the term loan through quarterly payments of $1,000 each beginning with September 30, 2020, and any remaining obligations will be repaid in full on the maturity date of the Credit Agreement of May 3, 2024.

On November 12, 2020, the Company and certain of its direct and indirect domestic subsidiaries (each, a “Borrower” and, collectively, the “Borrowers”) entered into Amendment No.

2 (the “Amendment No.

2”) to that certain Credit Agreement, dated May 3, 2019 with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto (as amended, the “Credit Agreement”).

Amendment No.

2 increased the maximum consolidated total leverage ratio permitted under the Credit Agreement to 4.00:1.00 from 3.00:1.00.

In addition, Amendment No.

2 permits, among other things, the issuance by the Company of debt securities, that may be convertible into equity interests of the Company, in an aggregate principal amount of up to $125,000, and eliminates the requirement that the proceeds therefrom be used to prepay any revolving loans or term loans under the Credit Agreement.

Additionally, during the year ended December 31, 2020, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with three existing stockholders of the Company.

Pursuant to the Securities Purchase Agreement, the Company sold its common stock in the Offering.

The net proceeds to the Company from the Offering were $11,151, after deducting estimated Offering expenses payable by the Company, and were used to pay down amounts outstanding on our revolving loan commitment.

The Offering was made pursuant to the Company’s effective registration statement on Form S-3 (File No.

333-218751), previously filed with and declared effective by the Securities and Exchange Commission.

At December 31, 2020, we had total cash of $17,789, compared to a cash balance of $1,703 at December 31, 2019, which was substantially controlled by the Company’s U.S.

At December 31, 2020, the Company had $4,859 of the $17,789 in cash held by foreign entities, of which $1,396 is considered permanently reinvested.

The following presents a discussion of cash flows for the consolidated year ended December 31, 2020 compared with the consolidated year ended December 31, 2019.

Year Ended December 31,

1 unchanged sentence

Net cash used in investing activities

Net cash used in financing activities

Net cash provided by (used in) financing activities

Effect of foreign exchange rates on cash

Change in cash

Cash, beginning of period

Cash, end of period

Cash, beginning of year

Cash, end of year

Net Cash From Operating Activities

Consolidated net cash provided by operating

activities was $9,522 during the year ended December 31, 2019 compared to consolidated net cash provided by operating activities

of $11,393 during the year ended December 31, 2018.

The decrease in net cash provided by operating activities during 2019 is primarily

due to an increase in net operating assets, net of assets acquired or non-cash working capital of $6,171, and deferred taxes partially

offset by an increase in net income during the year ended December 31, 2019, compared to the same period in 2018.

Free cash flow, defined as net cash provided

by operating activities less capital expenditures, was free cash flows generated of $5,406 during the year ended December 31, 2019

compared to free cash flows used of $8,028 during the same period in 2018.

The Company believes that the non-GAAP measure, free

cash flow, provides an understanding of the capital required by the Company to expand its asset base.

A reconciliation of free

cash flows to comparable GAAP financial measures is set forth below:

Consolidated net cash provided by operating activities was $29,392 during the year ended December 31, 2020 compared to consolidated net cash provided by operating activities of $9,522 during the year ended December 31, 2019.

The increase in net cash provided by operating activities during 2020 is primarily due to an increase in net operating assets, or non-cash working capital, of $22,652, stock compensation of $3,842, and deferred taxes of $5,794 partially offset by a decrease in net income during the year ended December 31, 2020, compared to the same period in 2019.

Free cash flow, defined as net cash provided by operating activities less capital expenditures, of $23,981 was generated during the year ended December 31, 2020 compared to $5,406 generated during the same period in 2019.

The Company believes that the non-GAAP measure, free cash flow, provides an understanding of the capital required by the Company to expand its asset base.

A reconciliation of free cash flows to comparable GAAP financial measures is set forth below:

Year Ended December 31,

3 unchanged sentences

Net Cash From Investing Activities

Consolidated net cash used in investing

activities was $4,096 during the year ended December 31, 2019 compared to consolidated net cash used in investing activities of

$4,079 during the year ended December 31, 2018.

The increase in cash used during the year ended December 31, 2019 is due to an

increase in purchases of property and equipment, compared to the same period in 2018.

Consolidated net cash used in investing activities was $35,582 during the year ended December 31, 2020 compared to consolidated net cash used in investing activities of $4,096 during the year ended December 31, 2019.

The increase in cash used during the year ended December 31, 2020 is primarily due to the $30,498 used for the purchase of the Barnes Purchased Assets, net of cash acquired as well as an increase in purchases of property and equipment, compared to the same period in 2019.

Net Cash From Financing Activities

Consolidated net cash used in financing

activities was $6,286 during the year ended December 31, 2019, compared to consolidated net cash used in financing activities of

$6,559 during the year ended December 31, 2018.

The decrease in cash used during the year ended December 31, 2019 compared to the

same period in 2018 is primarily due to decreases in the purchase of treasury stock and payments of debt issuance costs and increases

in the proceeds from exercise of stock options.

This decrease was partially offset by increased cash dividends paid and a decrease

in net proceeds from the revolving credit facility.

Consolidated net cash provided by financing activities was $22,254 during the year ended December 31, 2020, compared to consolidated net cash used in financing activities of $6,286 during the year ended December 31, 2019.

The increase in cash provided during the year ended December 31, 2020 compared to the same period in 2019 was primarily due to the proceeds of $20,000 borrowed under the term loan and the net proceeds from the Offering of $11,151.

These increases were partially offset by net repayments to the revolving line of credit and repayments of the term loan.

Net Operating Loss

As of December 31, 2019, the Company had

net operating loss and research and experimentation credit for U.S.

As of December 31, 2020, the Company had net operating loss carryforwards (“NOLs”) and research and experimentation credit for U.S.

federal income tax purposes of $120,309 and $1,889, respectively.

The Company believes its U.S.

Federal NOL will offset some of its future U.S.

Federal income taxes.

The majority of the Company’s

pre-tax income is currently earned and expected to be earned in the U.S., or taxed in the U.S.

as Subpart F income and will be

offset with the NOL.

$131,621 of net operating losses available to offset taxable income does not expire until 2021 or later, subject

to compliance with Section 382 of the Internal Revenue Code of 1986, as amended.

As of December 31, 2019, the Company’s

gross deferred tax asset was $43,945.

The Company has recorded a valuation allowance of $28,632, resulting in a net deferred tax

asset of $15,313, before deferred tax liabilities of $8,633.

The Company has provided a valuation allowance against a portion of

the net deferred tax assets as of December 31, 2019, because the ultimate realization of those assets does not meet the more likely

than not criteria.

The majority of the Company’s deferred tax assets consist of net operating loss carryforwards for federal

tax purposes.

If a change in control were to occur, these could be limited under Section 382 of the Internal Revenue Code of 1986

(“Code”), as amended.

Federal NOLs will substantially offset its future U.S.

Federal income taxes until expiration.

The majority of the Company’s pre-tax income is currently earned and expected to be earned in the U.S., or taxed in the U.S.

as Subpart F income and will be offset with the NOLs.

$120,309 of net operating losses available to offset taxable income does not expire until 2022 or later, subject to compliance with Section 382 of the Internal Revenue Code of 1986, as amended.

As of December 31, 2020, the Company’s gross deferred tax asset was $40,538.

The Company has recorded a valuation allowance of $22,348, resulting in a net deferred tax asset of $18,190, before deferred tax liabilities of $8,304.

The Company has provided a valuation allowance against a portion of the net deferred tax assets as of December 31, 2020, because the ultimate realization of those assets does not meet the more-likely-than-not criteria.

The majority of the Company’s deferred tax assets consist of net operating loss carryforwards for federal tax purposes.

If a change in control were to occur, these could be limited under Section 382 of the Internal Revenue Code of 1986 (“Code”), as amended.

Credit Agreement

On May 3, 2019, the Company together with

certain of its direct and indirect domestic subsidiaries (the “Borrowers”) and the other loan parties party thereto

entered into a Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party

thereto, for borrowings of up to $60,000 under a revolving credit facility (including up to $5,000 for letters of credit), and

borrowings of up to $40,000 under a term loan facility that is available to be drawn until May 3, 2020.

The Credit Agreement also

permits the Borrowers, subject to certain requirements, to arrange with lenders for an aggregate of up to $50,000 of additional

revolving and/or term loan commitments (both of which are currently uncommitted), for potential aggregate revolving and term loan

commitments under the Credit Agreement of up to $150,000.

On May 3, 2019, the Company, Borrowers and the other loan parties party thereto entered into the Credit Agreement for borrowings of up to $60,000 under a revolving credit facility (including up to $5,000 for letters of credit), and borrowings of up to $40,000 under a term loan facility that is available to be drawn until May 3, 2020.

The Credit Agreement also permits the Borrowers, subject to certain requirements, to arrange with lenders for an aggregate of up to $50,000 of additional revolving and/or term loan commitments (both of which are currently uncommitted), for potential aggregate revolving and term loan commitments under the Credit Agreement of up to $150,000.

The Credit Agreement matures on May 3, 2024.

The Borrowers may elect to have the revolving

and term loans under the Credit Agreement bear interest at an alternate base rate or a Eurodollar rate plus an applicable rate.

The applicable rate for these borrowings will range from 0.50% to 1.25% per annum, in the case of alternate base rate borrowings,

and 1.50% to 2.25% per annum, in the case of Eurodollar borrowings.

The applicable rate was initially 0.875% per annum, in the

case of alternate base rate borrowings, and 1.875% per annum, in the case of Eurodollar borrowings, however, it may be adjusted

from time to time based upon the level of the Company’s consolidated total leverage ratio.

The Credit Agreement also requires

the Borrowers to pay a commitment fee on the unused portion of the revolving and term loan commitments.

Such commitment fee will

range between 0.15% and 0.25% per annum, and is also based upon the level of the Company’s consolidated total leverage ratio.

All obligations under the Credit

Agreement are secured by 100% of our domestic, and 65% of our foreign, subsidiary equity interests, as well as accounts

receivable, inventory, intellectual property and certain other assets owned by the Company.

The Credit Agreement contains

restrictions on the Company’s ability to pay dividends or make distributions or other restricted payments if certain

conditions in the Credit Agreement are not fulfilled.

The Credit Agreement includes customary affirmative and negative

covenants, including financial covenants relating to the Company’s consolidated total leverage ratio and fixed charge

coverage ratio.

On November 12, 2020, the Borrowers entered into Amendment No.

2 of the Credit Agreement.

Amendment No.

2 increased the maximum consolidated total leverage ratio permitted under the Credit Agreement to 4.00:1.00 from 3.00:1.00.

In addition, Amendment No.

The Borrowers may elect to have the revolving and term loans under the Credit Agreement bear interest at an alternate base rate or a Eurodollar rate plus an applicable rate.

The applicable rate for these borrowings will range from 0.50% to 1.25% per annum, in the case of alternate base rate borrowings, and 1.50% to 2.25% per annum, in the case of Eurodollar borrowings.

The applicable rate was initially 0.875% per annum, in the case of alternate base rate borrowings, and 1.875% per annum, in the case of Eurodollar borrowings;

however, it may be adjusted from time to time based upon the level of the Company’s consolidated total leverage ratio.

The Credit Agreement also requires the Borrowers to pay a commitment fee on the unused portion of the revolving and term loan commitments.

Such commitment fee will range between 0.15% and 0.25% per annum, and is also based upon the level of the Company’s consolidated total leverage ratio.

All obligations under the Credit Agreement are secured by 100% of our domestic, and 65% of our foreign, subsidiary equity interests, as well as accounts receivable, inventory, intellectual property and certain other assets owned by the Company.

The Credit Agreement contains restrictions on the Company’s ability to pay dividends or make distributions or other restricted payments if certain conditions in the Credit Agreement are not fulfilled .

The Credit Agreement includes customary affirmative and negative covenants, including financial covenants relating to the Company’s consolidated total leverage ratio and fixed charge coverage ratio.

The Company was in compliance with the debt covenants set forth in the Credit Agreement as of December 31, 2020.

As of December 31, 2019, the Company had

drawn approximately $22,670 of the $60,000 revolving loan commitment, and none of the $40,000 term loan commitment, that was available

for borrowing under the Credit Agreement.

As of December 31, 2019, the interest rate for such loans was 3.3125%.

On May 3, 2019, concurrent with entering

into the Credit Agreement, the Company’s previous credit facility with JPMorgan Chase Bank, N.A., which provided for a revolving

commitment of up to $75,000, was paid in full and terminated.

5% Senior Subordinated Notes due

As part of the consideration payable to

the stockholders of a formerly acquired entity, the Company issued 5% Unsecured Subordinated Notes due May 28, 2017 (the “Merger

Consideration Subordinated Notes”) to members of the Board of Directors and five former employees.

Given the below market

interest rate for comparably secured notes and the relative illiquidity of the Merger Consideration Subordinated Notes, we discounted

the notes at the date of acquisition.

We were accreting the discount on the Merger Consideration Subordinated Notes to interest

expense using the effective interest method over the term of the Merger Consideration Subordinated Notes.

In February 2017, the

Board of Directors approved the repayment of the Merger Consideration Subordinated Notes.

On February 13, 2017, the entire principal

amounts and all accrued interest amounts were paid in full, at which time, the note discount of $814 was expensed and recognized

as interest expense during the three months ended March 31, 2017.

Off-Balance Sheet Arrangements

We do not engage in any transactions or

have relationships or other arrangements with unconsolidated entities.

These include special purpose and similar entities or other

As of December 31, 2020, the Company had drawn approximately $15 ,579 of the $60,000 revolving loan commitment that was available for borrowing under the Credit Agreement, and $18,000 outstanding under the term loan commitment.

As of December 31, 2020, the interest rate for each loan was 2.0625% .

On April 30, 2020, the Company borrowed $20,000 under the term loan facility and used the proceeds to pay down amounts outstanding under the revolving portion of the Credit Agreement.

On May 3, 2019, concurrent with entering into the Credit Agreement, the Company’s previous credit facility with JPMorgan Chase Bank, N.A., which provided for a revolving commitment of up to $75,000, was paid in full and terminated .

Off-Balance Sheet Arrangements

We do not engage in any transactions or have relationships or other arrangements with unconsolidated entities.

These include special purpose and similar entities or other off-balance sheet arrangements.

We also do not engage in energy, weather or other commodity-based contracts.

Contractual Obligations

The following summarizes our contractual

obligations and commercial commitments at December 31, 2019 with initial or remaining terms of one or more years, and the effect

such obligations are expected to have on our liquidity and cash flow in future periods:

The following summarizes our contractual obligations and commercial commitments at December 31, 2020 with initial or remaining terms of one or more years, and the effect such obligations are expected to have on our liquidity and cash flow in future periods:

Payments due by period

Less than 1 year

More than 5 years

(in thousands)

1 unchanged sentence

Recorded liabilities:

Long-term debt (1)

Revolving credit facility (2)

4 unchanged sentences

Purchase obligations (6)

(1) Long-term debt represents required principal payments under the Credit Agreement related to the term loan facility as well as payment under the foreign credit facilities.

(2) Revolving credit facility represents required principal payments under the Credit Agreement.

(3) Operating leases represent required minimum lease payments.

(3) Other long-term liabilities represent payments due for other noncurrent liabilities in the Company’s

consolidated balance sheet.

(4) Other long-term liabilities represent payments due for other noncurrent liabilities in the Company’s consolidated balance sheet.

(5) Interest payment obligations represent required interest payments on the revolving credit facility.

1 unchanged sentence

(6) Purchase obligations represent an agreement to purchase goods or services.

The Company has uncertain tax positions

of $561 as of December 31, 2019, however the specific timing of the settlement is uncertain and has been excluded from the table

The Company has uncertain tax positions of $427 as of December 31, 2020, however the specific timing of the settlement is uncertain and has been excluded from the table above.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis