What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2021-08-02 compared with 2021-05-10 · 136 added, 71 removed, 185 unchanged (53% of the section changed)

23 unchanged sentences

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

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

the Company’s ability to maintain a quarterly dividend;

and any material differences in the actual financial results of the Rhino-Rack acquisition as compared with expectations, including the impact of the acquisition on the Company’s future earnings per share.

More information on potential factors that could affect the Company’s financial results is included from time to time in the Company’s public reports filed with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

28 unchanged sentences

(“SKINourishment”).

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.

On October 2, 2020, the Company completed the acquisition of certain assets and liabilities constituting the Barnes business (“Barnes”).

On July 1, 2021, the Company completed the acquisition of Australia-based Rhino-Rack Holdings Pty Ltd (“Rhino-Rack”).

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.

2 unchanged sentences

On October 19, 2020, the Company announced that its Board of Directors approved the reinstatement of its Quarterly Cash Dividend.

On April 30, 2021, the Company announced that its Board of Directors approved the payment on May 21, 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 May 10, 2021.

On July 30, 2021, the Company announced that its Board of Directors approved the payment on August 20, 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 August 9, 2021.

Impact of COVID-19

5 unchanged sentences

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 during this period.

This continued during the three months ended March 31, 2021, although to a lesser extent, as certain countries began to ease restrictions.

This continued during the six months ended June 30, 2021, although to a lesser extent, as certain countries began to ease restrictions.

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

25 unchanged sentences

Results of Operations

Condensed Consolidated Three Months Ended March 31, 2021 Compared to Condensed Consolidated Three Months Ended March 31, 2020

The following presents a discussion of condensed consolidated operations for the three months ended March 31, 2021, compared with the condensed consolidated three months ended March 31, 2020.

Condensed Consolidated Three Months Ended June 30, 2021 Compared to Condensed Consolidated Three Months Ended June 30, 2020

The following presents a discussion of condensed consolidated operations for the three months ended June 30, 2021, compared with the condensed consolidated three months ended June 30, 2020.

Three Months Ended

March 31, 2021

March 31, 2020

June 30, 2021

June 30, 2020

Domestic sales

5 unchanged sentences

Total operating expenses

Operating income

Operating income (loss)

Other (expense) income

Interest expense, net

Total other (expense) income, net

Income (loss) before income tax

Income tax expense (benefit)

Net income (loss)

Consolidated sales increased $43,295, or 144.2%, to $73,309, during the three months ended June 30, 2021, compared to consolidated sales of $30,014 during the three months ended June 30, 2020.

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 of $23,564.

The remaining increase was driven by an increase in the quantity of new and existing sport products sold by Sierra of $6,936 and the inclusion of Barnes, which contributed $11,669.

We experienced an increase in sales of $1,126 due to the weakening of the U.S.

dollar against foreign currencies during the three months ended June 30, 2021, compared to the prior period.

Consolidated domestic sales increased $31,617, or 156.1%, to $51,876 during the three months ended June 30, 2021, compared to consolidated domestic sales of $20,259 during the three months ended June 30, 2020.

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 of $13,492.

The remaining increase was driven by the increase in the quantity of new and existing sport products sold by Sierra of $7,124 and the inclusion of Barnes, which contributed $11,001.

Consolidated international sales increased $11,678, or 119.7%, to $21,433 during the three months ended June 30, 2021, compared to consolidated international sales of $9,755 during the three months ended June 30, 2020.

The increase in sales was primarily attributable to the increase in the quantity of new and existing climb, mountain, and ski products of $10,072 and the inclusion of Barnes, which contributed $668.

We experienced an increase in sales of $1,126 due to the weakening of the U.S.

dollar against foreign currencies during the three months ended June 30, 2021 compared to the prior period.

The increase was partially offset by a decrease in the quantity

CLARUS CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS

(in thousands, except per share amounts)

of new and existing sport products sold by Sierra of $188.

Cost of Goods Sold

Consolidated cost of goods sold increased $25,910 or 133.7%, to $45,288 during the three months ended June 30, 2021, compared to consolidated cost of goods sold of $19,378 during the three months ended June 30, 2020.

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

Consolidated gross profit increased $17,385 or 163.5%, to $28,021 during the three months ended June 30, 2021, compared to consolidated gross profit of $10,636 during the three months ended June 30, 2020.

Consolidated gross margin was 38.2% during the three months ended June 30, 2021, compared to a consolidated gross margin of 35.4% during the three months ended June 30, 2020.

Consolidated gross margin during the three months ended June 30, 2021, increased compared to the prior year due to a favorable product mix in higher margin products and the favorable impacts related to foreign currency.

Gross margin also benefited from the inclusion of Barnes.

Selling, General and Administrative

Consolidated selling, general, and administrative expenses increased $6,211, or 42.9%, to $20,704 during the three months ended June 30, 2021, compared to consolidated selling, general and administrative expenses of $14,493 during the three months ended June 30, 2020.

The increase in selling, general and administrative expenses is due to the inclusion of Barnes, which contributed $1,478, and an increase of stock compensation of $1,210 during the three months ended June 30, 2021 compared to the prior year.

The remaining increase was attributable to the Company’s investments in the brand related activities of sales, direct-to-consumer, marketing, and warehousing and logistics, focused on supporting its strategic initiatives around expanding distribution, elevating brand awareness and being easier to do business with.

Transaction Costs

Consolidated transaction expense increased to $649 during the three months ended June 30, 2021, compared to consolidated transaction costs of $180 during the three months ended June 30, 2020, which consisted of expenses related to the Company’s various acquisition efforts.

Interest Expense, net

Consolidated interest expense, net during the three months ended June 30, 2021 remained relatively consistent with consolidated interest expense, net, during the three months ended June 30, 2020.

Consolidated other, net expense changed by $4,867, or 1,198.8%, to $4,461 during the three months ended June 30, 2021, compared to consolidated other, net income of $406 during the three months ended June 30, 2020.

The decrease in other, net, was primarily attributable to changes on mark-to-market adjustments on non-hedged foreign currency contracts, including contracts associated with the purchase price of Rhino Rack, and a decrease in remeasurement gains recognized on the Company’s foreign denominated accounts receivable and accounts payable.

Consolidated income tax increased $1,300, or 113.5%, to an expense of $155 during the three months ended June 30, 2021, compared to income tax benefit of $1,145 during the same period in 2020.

Our effective income tax rate was an expense of 7.8% for the three months ended June 30, 2021, and differed compared to the statutory tax rates due to a release of a partial valuation allowance of the deferred tax assets .

For the three months ended June 30, 2020, our effective income tax rate was a benefit of 29.4% and was higher compared to the statutory tax rates due to permanent book to tax differences primarily related to incentive stock options.

CLARUS CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS

(in thousands, except per share amounts)

Condensed Consolidated Six Months Ended June 30, 2021 Compared to Condensed Consolidated Six Months Ended June 30, 2020

The following presents a discussion of condensed consolidated operations for the six months ended June 30, 2021, compared with the condensed consolidated six months ended June 30, 2020.

Six Months Ended

June 30, 2021

June 30, 2020

Domestic sales

International sales

Cost of goods sold

Operating expenses

Selling, general and administrative

Transaction costs

Total operating expenses

Operating income (loss)

Other expense

1 unchanged sentence

Total other expense, net

Income before income tax

Income tax (benefit) expense

Consolidated sales increased $21,776, or 40.7%, to $75,331, during the three months ended March 31, 2021, compared to consolidated sales of $53,555 during the three months ended March 31, 2020.

The increase in sales was primarily attributable to the increase in the quantity of new and existing sport products sold by Sierra of $7,290 and the inclusion of Barnes, which contributed $8,485.

The quantity of new and existing climb, mountain, and ski products also increased during the period.

Income (loss) before income tax

Income tax benefit

Net income (loss)

Consolidated sales increased $65,071, or 77.9%, to $148,640, during the six months ended June 30, 2021, compared to consolidated sales of $83,569 during the six months ended June 30, 2020.

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 of $28,418.

The remaining increase in sales was driven by the increase in the quantity of new and existing sport products sold by Sierra of $14,226 and the inclusion of Barnes, which contributed $20,154.

We experienced an increase in sales of $2,273 due to the weakening of the U.S.

dollar against foreign currencies during the three months ended March 31, 2021, compared to the prior period.

Consolidated domestic sales increased $19,025, or 66.6%, to $47,573 during the three months ended March 31, 2021, compared to consolidated domestic sales of $28,548 during the three months ended March 31, 2020.

The increase in sales was primarily attributable to the increase in the quantity of new and existing sport products sold by Sierra of $8,241 and the inclusion of Barnes, which contributed $7,712.

The quantity of new and existing climb, mountain, and ski products also increased during the period.

Consolidated international sales increased $2,751, or 11.0%, to $27,758 during the three months ended March 31, 2021, compared to consolidated international sales of $25,007 during the three months ended March 31, 2020.

The increase in sales was primarily attributable to the increase in the quantity of new and existing climb, mountain, and ski products and the inclusion of Barnes, which contributed $773.

dollar against foreign currencies during the six months ended June 30, 2021, compared to the prior period.

Consolidated domestic sales increased $50,642, or 103.8%, to $99,449 during the six months ended June 30, 2021, compared to consolidated domestic sales of $48,807 during the six months ended June 30, 2020.

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 of $16,564.

The remaining increase was driven by the increase in the quantity of new and existing sport products sold by Sierra of $15,365 and the inclusion of Barnes, which contributed $18,713.

Consolidated international sales increased $14,429, or 41.5%, to $49,191 during the six months ended June 30, 2021, compared to consolidated international sales of $34,762 during the six months ended June 30, 2020.

The increase in sales was primarily attributable to the increase in the quantity of new and existing climb, mountain, and ski products of $11,854 and the inclusion of Barnes, which contributed $1,441.

We experienced an increase in sales of $2,273 due to the weakening of the U.S.

dollar against foreign currencies during the three months ended March 31, 2021 compared to the prior period.

dollar against foreign currencies during the six months ended June 30, 2021 compared to the prior period.

The increase was partially offset by a decrease in the quantity of new and existing sport products sold by Sierra of $1,139.

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Cost of Goods Sold

Consolidated cost of goods sold increased $13,238 or 37.8%, to $48,281 during the three months ended March 31, 2021, compared to consolidated cost of goods sold of $35,043 during the three months ended March 31, 2020.

Consolidated cost of goods sold increased $39,148 or 71.9%, to $93,569 during the six months ended June 30, 2021, compared to consolidated cost of goods sold of $54,421 during the six months ended June 30, 2020.

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

Consolidated gross profit increased $8,538 or 46.1%, to $27,050 during the three months ended March 31, 2021, compared to consolidated gross profit of $18,512 during the three months ended March 31, 2020.

Consolidated gross margin was 35.9% during the three months ended March 31, 2021, compared to a consolidated gross margin of 34.6% during the three months ended March 31, 2020.

Consolidated gross margin during the three months ended March 31, 2021, increased compared to the prior year due to a favorable product mix in higher margin products.

Gross margin benefited from the inclusion of Barnes;

Consolidated gross profit increased $25,923 or 88.9%, to $55,071 during the six months ended June 30, 2021, compared to consolidated gross profit of $29,148 during the six months ended June 30, 2020.

Consolidated gross margin was 37.0% during the six months ended June 30, 2021, compared to a consolidated gross margin of 34.9% during the six months ended June 30, 2020.

Consolidated gross margin during the six months ended June 30, 2021, increased compared to the prior year due to a favorable product mix in higher margin products and the favorable impacts related to foreign currency.

Gross margin also 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 Barnes inventory that was recorded at its fair value in purchase accounting during the year ended December 31, 2020.

Selling, General and Administrative

Consolidated selling, general, and administrative expenses increased $3,515, or 20.2%, to $20,885 during the three months ended March 31, 2021, compared to consolidated selling, general and administrative expenses of $17,370 during the three months ended March 31, 2020.

The increase in selling, general and administrative expenses is due to the inclusion of Barnes, which contributed $1,852, and an increase of stock compensation of $911 during the three months ended March 31, 2021 compared to the prior year.

The remaining increase was attributable to the Company’s investments in the brand related activities of sales, direct-to-consumer, and warehousing and logistics, focused on supporting its strategic initiatives around elevating brand awareness and being easier to do business with.

Consolidated selling, general, and administrative expenses increased $9,726, or 30.5%, to $41,589 during the six months ended June 30, 2021, compared to consolidated selling, general and administrative expenses of $31,863 during the six months ended June 30, 2020.

The increase in selling, general and administrative expenses is due to the inclusion of Barnes, which contributed $3,330, and an increase of stock compensation of $2,121 during the six months ended June 30, 2021 compared to the prior year.

Transaction Costs

Consolidated transaction expense increased to $476 during the three months ended March 31, 2021, compared to consolidated transaction costs of $250 during the three months ended March 31, 2020, which consisted of expenses related to the Company’s various acquisition efforts.

Consolidated transaction expense increased to $1,125 during the six months ended June 30, 2021, compared to consolidated transaction costs of $430 during the six months ended June 30, 2020, which consisted of expenses related to the Company’s various acquisition efforts.

Interest Expense, net

Consolidated interest expense, net during the three months ended March 31, 2021 remained relatively consistent with consolidated interest expense, net, during the three months ended March 31, 2020.

Consolidated other, net expense decreased $391, or 73.6%, to $140 during the three months ended March 31, 2021, compared to consolidated other, net expense of $531 during the three months ended March 31, 2020.

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.

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

Consolidated income tax decreased $380, or 2,714.3%, to a benefit of $366 during the three months ended March 31, 2021, compared to income tax expense of $14 during the same period in 2020.

Our effective income tax rate was a benefit of 6.9% for the three months ended March 31, 2021, and differed compared to the statutory tax rates due to a release of a partial valuation allowance of the deferred tax assets and a discrete charge recorded during the period .

For the three months ended March 31, 2020, our effective income tax rate was 28.0% and was higher compared to the statutory tax rates due to an increase in the valuation allowance related to the current year R&D tax credits lower compared to the statutory tax rates due to a stock compensation windfall.

Consolidated interest expense, net during the six months ended June 30, 2021 remained relatively consistent with consolidated interest expense, net, during the six months ended June 30, 2020.

Consolidated other, net expense increased $4,476, or 3,580.8%, to $4,601 during the six months ended June 30, 2021, compared to consolidated other, net expense of $125 during the six months ended June 30, 2020.

This decrease was partially offset by a decrease in remeasurement losses recognized on the Company’s foreign denominated accounts receivable and accounts payable.

Consolidated income tax benefit decreased $920, or 81.3%, to a benefit of $211 during the six months ended June 30, 2021, compared to income tax benefit of $1,131 during the same period in 2020.

Our effective income tax rate was a benefit of 2.9% for the six months ended June 30, 2021, and differed compared to the statutory tax rates due to a release of a partial valuation allowance of the deferred tax assets and a discrete charge recorded during the period.

For the six months ended June 30, 2020, our effective income tax rate was a benefit of 29.5% and was higher compared to the statutory tax rates due to permanent book to tax differences primarily related to incentive stock options.

CLARUS CORPORATION

2 unchanged sentences

Liquidity and Capital Resources

Condensed Consolidated Three Months Ended March 31, 2021 Compared to Condensed Consolidated Three Months Ended March 31, 2020

Condensed Consolidated Six Months Ended June 30, 2021 Compared to Condensed Consolidated Six Months Ended June 30, 2020

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 $49,300 available to borrow at March 31, 2021.

We plan to fund these activities through a combination of our future operating cash flows and revolving credit facility which had approximately $49,900 available to borrow at June 30, 2021.

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.

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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”).

Further, subsequent to the balance sheet date, the Company and certain of its direct and indirect subsidiaries (each, a “Loan Party” and, collectively, the “Loan Parties”) entered into Amendment No.

3 (“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.

At March 31, 2021, we had total cash of $6,525, compared to a cash balance of $17,789 at December 31, 2020, which was substantially controlled by the Company’s U.S.

At March 31, 2021, the Company had $3,846 of the $6,525 in cash held by foreign entities, of which $1,309 is considered permanently reinvested.

The following presents a discussion of cash flows for the condensed consolidated three months ended March 31, 2021 compared with the condensed consolidated three months ended March 31, 2020.

Three Months Ended

March 31, 2021

March 31, 2020

Net cash (used in) provided by operating activities

3”) to that certain Credit Agreement, dated May 3, 2019, as amended by Amendment No.

1 dated May 28, 2019 and Amendment No.

2 dated November 12, 2020, with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto (collectively, the “Credit Agreement”).

T he Credit Agreement increased the aggregate amount of the term loan facility thereunder to $125,000 and increased the maximum amount of the revolving loan facility thereunder to $100,000.

The term loan facility was fully borrowed at the closing of Amendment No.

3 on July 1, 2021.

The Company is required to repay the term loan through quarterly payments of $1,563 each beginning with September 30, 2021, increasing to $3,125 beginning September 30, 2022, and any remaining obligations will be repaid in full on the maturity date of the Credit Agreement of May 3, 2024.

Amendment No.

3 also removed the previously agreed upon ability of the Company to issue debt securities that may be convertible into equity interests of the Company in an aggregate principal amount of up to $125,000 and also increased the maximum consolidated total leverage ratio permitted under the Credit Agreement to 4.25:1.00.

At June 30, 2021, we had total cash of $6,782, compared to a cash balance of $17,789 at December 31, 2020, which was substantially controlled by the Company’s U.S.

At June 30, 2021, the Company had $1,949 of the $6,782 in cash held by foreign entities, of which $399 is considered permanently reinvested.

The following presents a discussion of cash flows for the condensed consolidated six months ended June 30, 2021 compared with the condensed consolidated six months ended June 30, 2020.

Six Months Ended

June 30, 2021

June 30, 2020

Net cash provided by operating activities

Net cash used in investing activities

5 unchanged sentences

Net Cash From Operating Activities

Consolidated net cash used in operating activities was $2,518 during the three months ended March 31, 2021, compared to consolidated net cash provided by operating activities of $3,499 during the three months ended March 31, 2020.

The decrease in net cash provided by operating activities to net cash used in operating activities during 2021 is primarily due to an increase in net operating assets, or non-cash working capital, of $12,700, partially offset by an increase in net income during the three months ended March 31, 2021, compared to the same period in 2020.

Consolidated net cash provided by operating activities was $362 during the six months ended June 30, 2021, compared to consolidated net cash provided by operating activities of $14,442 during the six months ended June 30, 2020.

The decrease in net cash provided by operating activities during 2021 is primarily due to an increase in net operating assets, or non-cash working capital, of $28,428, partially offset by an increase in net income during the six months ended June 30, 2021, compared to the same period in 2020.

CLARUS CORPORATION

1 unchanged sentence

(in thousands, except per share amounts)

Free cash flow, defined as net cash (used in) provided by operating activities less capital expenditures, of ($3,865) was used during the three months ended March 31, 2021 compared to $2,197 generated during the same period in 2020.

Free cash flow, defined as net cash provided by operating activities less capital expenditures, of ($2,863) was used during the six months ended June 30, 2021 compared to $12,421 generated during the same period in 2020.

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:

Three Months Ended

March 31, 2021

March 31, 2020

Net cash (used in) provided by operating activities

Six Months Ended

June 30, 2021

June 30, 2020

Net cash provided by operating activities

Purchase of property and equipment

1 unchanged sentence

Net Cash From Investing Activities

Consolidated net cash used in investing activities was $1,347 during the three months ended March 31, 2021, compared to $1,299 during the three months ended March 31, 2020.

The increase in cash used during the three months ended March 31, 2021 is due to an increase in purchases of property and equipment, compared to the same period in 2020.

Consolidated net cash used in investing activities was $3,200 during the six months ended June 30, 2021, compared to $2,018 during the six months ended June 30, 2020.

The increase in cash used during the six months ended June 30, 2021 is due to an increase in purchases of property and equipment, compared to the same period in 2020.

Net Cash From Financing Activities

Consolidated net cash used in financing activities was $7,196 during the three months ended March 31, 2021, compared to net cash provided of $8,649 during the three months ended March 31, 2020.

The increase in cash used during the three months ended March 31, 2021 compared to the same period in 2020 was primarily due to the net repayments to the revolving line of credit and repayments of the term loan.

Consolidated net cash used in financing activities was $8,031 during the six months ended June 30, 2021, compared to net cash provided of $7,397 during the six months ended June 30, 2020.

The increase in cash used during the six months ended June 30, 2021 compared to the same period in 2020 was primarily due to the net repayments to the revolving line of credit and repayments of the term loan.

Cash provided by financing activities during the six months ended June 30, 2020 was primarily due to the proceeds of $20,000 borrowed under the term loan offset by net repayment to the revolving line of credit.

Net Operating Loss

22 unchanged sentences

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

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

CLARUS CORPORATION

1 unchanged sentence

(in thousands, except per share amounts)

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

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;

5 unchanged sentences

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 March 31, 2021.

As of March 31, 2021, the Company had drawn approximately $10,651 of the $60,000 revolving loan commitment that was available for borrowing under the Credit Agreement, and $17,000 outstanding under the term loan commitment.

As of March 31, 2021, the interest rate for each loan was 1.6250% .

The Company was in compliance with the debt covenants set forth in the Credit Agreement as of June 30, 2021.

As of June 31, 2021, the Company had drawn approximately $10,112 of the $60,000 revolving loan commitment that was available for borrowing under the Credit Agreement, and $16,000 outstanding under the term loan commitment.

As of June 30, 2021, the interest rate for each loan was 1.6250% .

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.

7 unchanged sentences

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-Q

Item 2. Management’s Discussion and Analysis