Clarus Corp 10-Q

ITEM 1. FINANCIAL STATEMENTS CLARUS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except per share amounts) June 30, 2021 December 31, 2020 Assets Current assets Cash $ 6,782 $ 17,789 Accounts receivable, less allowance for credit losses and doubtful accounts of $ 651 and $ 1,433 , respectively 51,235 50,475 Inventories 82,656 68,356 Prepaid and other current assets 13,123 5,385 Income tax receivable 254 117 Total current assets 154,050 142,122 Property and equipment, net 27,495 26,956 Other intangible assets, net 16,963 19,416 Indefinite-lived intangible assets 47,415 47,523 Goodwill 26,715 26,715 Deferred income taxes 11,342 11,113 Other long-term assets 10,229 6,846 Total assets $ 294,209 $ 280,691 Liabilities and Stockholders' Equity Current liabilities Accounts payable and accrued liabilities $ 42,167 $ 34,665 Income tax payable 1,201 956 Current portion of long-term debt 5,010 4,000 Total current liabilities 48,378 39,621 Long-term debt 22,112 30,621 Deferred income taxes 1,215 1,227 Other long-term liabilities 7,324 4,628 Total liabilities 79,029 76,097 Stockholders' Equity Preferred stock, $ 0.0001 par value per share; 5,000 shares authorized; none issued - - Common stock, $0.0001 par value per share; 100,000 shares authorized; 35,496 and 35,198 issued and 31,485 and 31,228 outstanding, respectively 4 4 Additional paid in capital 518,981 513,979 Accumulated deficit ( 280,148 ) ( 286,100 ) Treasury stock, at cost ( 24,440 ) ( 23,789 ) Accumulated other comprehensive income 783 500 Total stockholders' equity 215,180 204,594 Total liabilities and stockholders' equity $ 294,209 $ 280,691 See accompanying notes to condensed consolidated financial statements. ‎ 3 CLARUS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (In thousands, except per share amounts) Three Months Ended June 30, 2021 June 30, 2020 Sales Domestic sales $ 51,876 $ 20,259 International sales 21,433 9,755 Total sales 73,309 30,014 Cost of goods sold 45,288 19,378 Gross profit 28,021 10,636 Operating expenses Selling, general and administrative 20,704 14,493 Transaction costs 649 180 Total operating expenses 21,353 14,673 Operating income (loss) 6,668 ( 4,037 ) Other (expense) income Interest expense, net ( 212 ) ( 257 ) Other, net ( 4,461 ) 406 Total other (expense) income, net ( 4,673 ) 149 Income (loss) before income tax 1,995 ( 3,888 ) Income tax expense (benefit) 155 ( 1,145 ) Net income (loss) 1,840 ( 2,743 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustment 295 367 Unrealized gain (loss) on hedging activities 108 ( 549 ) Other comprehensive income (loss) 403 ( 182 ) Comprehensive income (loss) $ 2,243 $ ( 2,925 ) Net income (loss) per share: Basic $ 0.06 $ ( 0.09 ) Diluted 0.06 ( 0.09 ) Weighted average shares outstanding: Basic 31,367 29,817 Diluted 33,190 29,817 See accompanying notes to condensed consolidated financial statements. ‎ 4 CLARUS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (In thousands, except per share amounts) Six Months Ended June 30, 2021 June 30, 2020 Sales Domestic sales $ 99,449 $ 48,807 International sales 49,191 34,762 Total sales 148,640 83,569 Cost of goods sold 93,569 54,421 Gross profit 55,071 29,148 Operating expenses Selling, general and administrative 41,589 31,863 Transaction costs 1,125 430 Total operating expenses 42,714 32,293 Operating income (loss) 12,357 ( 3,145 ) Other expense Interest expense, net ( 450 ) ( 568 ) Other, net ( 4,601 ) ( 125 ) Total other expense, net ( 5,051 ) ( 693 ) Income (loss) before income tax 7,306 ( 3,838 ) Income tax benefit ( 211 ) ( 1,131 ) Net income (loss) 7,517 ( 2,707 ) Other comprehensive income, net of tax: Foreign currency translation adjustment ( 721 ) ( 34 ) Unrealized gain on hedging activities 1,004 264 Other comprehensive income 283 230 Comprehensive income (loss) $ 7,800 $ ( 2,477 ) Net income (loss) per share: Basic $ 0.24 $ ( 0.09 ) Diluted 0.23 ( 0.09 ) Weighted average shares outstanding: Basic 31,325 29,789 Diluted 32,970 29,789 See accompanying notes to condensed consolidated financial statements. ‎ 5 CLARUS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Six Months Ended June 30, 2021 June 30, 2020 Cash Flows From Operating Activities: Net income (loss) $ 7,517 $ ( 2,707 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation of property and equipment 2,705 2,265 Amortization of other intangible assets 2,394 1,537 Amortization of debt issuance costs 162 154 Gain on disposition of property and equipment ( 8 ) ( 1 ) Noncash lease expense 698 364 Stock-based compensation 3,350 1,229 Deferred income taxes ( 710 ) ( 1,081 ) Changes in operating assets and liabilities: Accounts receivable ( 1,243 ) 17,662 Inventories ( 14,874 ) 969 Prepaid and other assets ( 6,575 ) ( 149 ) Accounts payable and accrued liabilities 6,809 ( 5,569 ) Income taxes 137 ( 231 ) Net cash provided by operating activities 362 14,442 Cash Flows From Investing Activities: Proceeds from disposition of property and equipment 25 3 Purchases of property and equipment ( 3,225 ) ( 2,021 ) Net cash used in investing activities ( 3,200 ) ( 2,018 ) Cash Flows From Financing Activities: Proceeds from revolving credit facilities 15,217 21,089 Repayments on revolving credit facilities ( 20,684 ) ( 33,264 ) Repayments on term note ( 2,000 ) - Proceeds from issuance of term note - 20,000 Payment of debt issuance costs - ( 44 ) Purchase of treasury stock ( 651 ) ( 137 ) Proceeds from exercise of stock options 1,652 497 Cash dividends paid ( 1,565 ) ( 744 ) Net cash (used in) provided by financing activities ( 8,031 ) 7,397 Effect of foreign exchange rates on cash ( 138 ) 14 Change in cash ( 11,007 ) 19,835 Cash, beginning of year 17,789 1,703 Cash, end of period $ 6,782 $ 21,538 Supplemental Disclosure of Cash Flow Information: Cash paid for income taxes $ 353 $ 266 Cash paid for interest $ 309 $ 478 Supplemental Disclosures of Non-Cash Investing and Financing Activities: Property and equipment purchased with accounts payable $ 236 $ 456 Lease liabilities arising from obtaining right of use assets $ 3,933 $ 80 Unpaid debt issuance costs $ 217 $ - Stock dividends $ - $ 714 See accompanying notes to condensed consolidated financial statements. ‎ 6 CLARUS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) (In thousands, except per share amounts) Accumulated Additional Other Total Common Stock Paid-In Accumulated Treasury Stock Comprehensive Stockholders' Shares Amount Capital Deficit Shares Amount Income (Loss) Equity Balance, December 31, 2019 33,615 $ 3 $ 492,353 $ ( 288,592 ) ( 3,855 ) $ ( 22,269 ) $ ( 303 ) $ 181,192 Net income - - - 36 - - - 36 Other comprehensive income - - - - - - 412 412 Cash dividends ($ 0.025 per share) - - - ( 744 ) - - - ( 744 ) Stock-based compensation expense - - 613 - - - - 613 Balance, March 31, 2020 33,615 $ 3 $ 492,966 $ ( 289,300 ) ( 3,855 ) $ ( 22,269 ) $ 109 $ 181,509 Net loss - - - ( 2,743 ) - - - ( 2,743 ) Other comprehensive loss - - - - - - ( 182 ) ( 182 ) Stock dividends ($ 0.025 per share) 70 - 714 ( 714 ) - - - - Purchase of treasury stock - - - - ( 14 ) ( 137 ) - ( 137 ) Stock-based compensation expense - - 616 - - - - 616 Proceeds from exercise of options 72 - 497 - - - - 497 Balance, June 30, 2020 33,757 $ 3 $ 494,793 $ ( 292,757 ) ( 3,869 ) $ ( 22,406 ) $ ( 73 ) $ 179,560 Accumulated Additional Other Total Common Stock Paid-In Accumulated Treasury Stock Comprehensive Stockholders' Shares Amount Capital Deficit Shares Amount Income (Loss) Equity Balance, December 31, 2020 35,198 $ 4 $ 513,979 $ ( 286,100 ) ( 3,970 ) $ ( 23,789 ) $ 500 $ 204,594 Net income - - - 5,677 - - - 5,677 Other comprehensive loss - - - - - - ( 120 ) ( 120 ) Cash dividends ($ 0.025 per share) - - - ( 783 ) - - - ( 783 ) Purchase of treasury stock - - - - ( 41 ) ( 651 ) - ( 651 ) Stock-based compensation expense - - 1,524 - - - - 1,524 Proceeds from exercise of options 127 - 246 - - - - 246 Balance, March 31, 2021 35,325 $ 4 $ 515,749 $ ( 281,206 ) ( 4,011 ) $ ( 24,440 ) $ 380 $ 210,487 Net income - - - 1,840 - - - 1,840 Other comprehensive income - - - - - - 403 403 Cash dividends ($ 0.025 per share) - - - ( 782 ) - - - ( 782 ) Stock-based compensation expense - - 1,826 - - - - 1,826 Proceeds from exercise of options 171 - 1,406 - - - - 1,406 Balance, June 30, 2021 35,496 $ 4 $ 518,981 $ ( 280,148 ) ( 4,011 ) $ ( 24,440 ) $ 783 $ 215,180 See accompanying notes to condensed consolidated financial statements. 7 CLARUS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share amounts) NOT E 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed consolidated financial statements of Clarus Corporation and subsidiaries (which may be referred to as the “Company,” “Clarus,” “we,” “us” or “our”) as of June 30, 2021 and December 31, 2020 and for the three and six months ended June 30, 2021 and 2020, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments, except otherwise disclosed) necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included. The results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be obtained for the year ending December 31, 2021. These interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”) on March 8, 2021. 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 21, 2017, the Company acquired Sierra Bullets, L.L.C. (“Sierra”). On November 6, 2018, the Company acquired the assets of SKINourishment, Inc. (“SKINourishment”). 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”). See Note 16 for a more detailed explanation of the acquisition. Nature of Business 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); technical backpacks and high-end day packs; trekking poles; headlamps and lanterns; gloves and mittens; 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 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. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The more significant estimates relate to the fair value of assets acquired in business combinations, excess or obsolete inventory, allowance for credit losses and doubtful accounts, and valuation of deferred tax assets. We base our estimates on historical experience, projected future cash flows, and other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates. 8 CLARUS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) (in thousands, except per share amounts) Significant Accounting Policies Accounting Pronouncements not yet adopted In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This ASU provides temporary optional expedients and exceptions to existing guidance on contract modifications and hedge accounting to facilitate the market transition from existing reference rates, such as the London Inter-Bank Offered Rate (“LIBOR”) which is being phased out in 2021, to alternate reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The standard is currently effective and upon adoption may be applied prospectively to contract modifications made on or before December 31, 2022. The provisions have impact as contract modifications and other changes occur while LIBOR is phased out. The Company is in the process of evaluating the optional relief guidance provided within this ASU. Management will continue its assessment and monitor regulatory developments during the LIBOR transition period. NOTE 2. ACQUISITIONS Barnes On September 30, 2020, Sierra entered into an Asset Purchase Agreement (the “Barnes Asset Purchase Agreement”) with Remington Outdoor Company, Inc. and certain of its subsidiaries (the “Seller”), pursuant to which Sierra agreed to (i) acquire certain assets of the Seller constituting the Barnes business (“Barnes”), including equipment, inventory, intellectual property (including exclusive use of Barnes’ intellectual property in the all-copper and powdered metallurgy ammunition fields as well as its trademarks) and a leasehold interest in certain real property located in Mona, Utah (collectively, the “Barnes Purchased Assets”) and (ii) assume certain liabilities related to the Barnes Purchased Assets in a transaction to be effected in Seller’s bankruptcy proceeding under Chapter 11 of title 11 of the United States Code, §§ 101 et seq. (the “Bankruptcy Code”) which commenced on July 27, 2020 in the United States Bankruptcy Court for the Northern District of Alabama (the “Bankruptcy Court”). Pursuant to the Barnes Asset Purchase Agreement, the purchase price to be paid for the Barnes Purchased Assets is $ 30,500 (the “Barnes Purchase Price”). On October 2, 2020, Sierra completed the acquisition of the Barnes Purchased Assets. The acquisition was accounted for as a business combination. The Company believes the acquisition of Barnes is expected to provide the Company with a greater combined global revenue base, increased gross margins, profitability and free cash flows, and access to increased liquidity to further acquire and grow businesses. 9 CLARUS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) (in thousands, except per share amounts) The following table is a reconciliation to the fair value of the purchase consideration and how the purchase consideration is allocated to assets acquired and liabilities assumed which have been estimated at their fair values. The excess of purchase consideration over the assets acquired and liabilities assumed is recorded as goodwill. Goodwill is included in the Sierra segment. Barnes Estimated Fair Value Total Purchase Consideration $ 30,500 Assets Acquired and Liabilities Assumed Assets Cash $ 2 Inventories 4,535 Prepaid and other current assets 612 Property and equipment 4,036 Other intangible assets 7,500 Indefinite-lived intangible assets 5,600 Goodwill 8,625 Other long-term assets 4,355 Total Assets 35,265 Liabilities Accounts payable and accrued liabilities 842 Other long-term liabilities 3,923 Total Liabilities 4,765 Net Book Value Acquired $ 30,500 The estimated fair value of inventory was recorded at expected sales price less cost to sell plus a reasonable profit margin for selling efforts. In connection with the acquisition, the Company acquired exclusive rights to Barnes’ trademarks, customer relationships, and product technologies. The amounts assigned to each class of intangible asset, other than goodwill acquired, and the related average useful lives are as follows: Average Gross Useful Life Intangibles subject to amortization Customer relationships $ 5,700 10.0 years Product technologies 1,800 10.0 years Intangibles not subject to amortization Trademarks 5,600 N/A $ 13,100 10.0 years The goodwill consists largely of the synergies expected from combining operations. The acquisition of Barnes is treated as a purchase of assets for tax purposes. As such, the basis in the assets of Barnes is equal for both book and tax, which results in no initial recognition of deferred tax assets or liabilities. Furthermore, the full amount of goodwill recorded of $ 8,625 is expected to be deductible for tax purposes. No pre-existing relationships existed between the Company and the Sellers prior to the acquisition. Barnes revenue and operating income were included in the Sierra segment. 10 CLARUS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) (in thousands, except per share amounts) The following unaudited pro forma results are based on the individual historical results of the Company and Barnes, with adjustments to give effect as if the acquisition and borrowings used to finance the acquisition had occurred on January 1, 2019, after giving effect to certain adjustments including the amortization of intangible assets, depreciation of fixed assets, interest expense and taxes and assumes the purchase price was allocated to the assets purchased and liabilities assumed based on their fair market values at the date of purchase. Three Months Ended Six Months Ended June 30, 2020 June 30, 2020 Sales $ 36,060 $ 94,024 Net loss $ ( 1,869 ) $ ( 1,515 ) Net loss per share - basic $ ( 0.06 ) $ ( 0.05 ) Net loss per share - diluted $ ( 0.06 ) $ ( 0.05 ) The unaudited pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred had the transaction been consummated as of January 1, 2019. Furthermore, such pro forma information is not necessarily indicative of future operating results of the combined companies and should not be construed as representative of the operating results of the combined companies for any future dates or periods. NOTE 3. INVENTORIES Inventories, as of June 30, 2021 and December 31, 2020, were as follows: June 30, 2021 December 31, 2020 Finished goods $ 55,520 $ 50,132 Work-in-process 7,550 6,429 Raw materials and supplies 19,586 11,795 $ 82,656 $ 68,356 NOTE 4. PROPERTY AND EQUIPMENT Property and equipment, net, as of June 30, 2021 and December 31, 2020, were as follows: June 30, 2021 December 31, 2020 Land $ 3,160 $ 3,160 Building and improvements 7,412 7,324 Furniture and fixtures 5,781 5,715 Computer hardware and software 6,454 5,707 Machinery and equipment 27,482 26,848 Construction in progress 4,593 3,042 54,882 51,796 Less accumulated depreciation ( 27,387 ) ( 24,840 ) $ 27,495 $ 26,956 11 CLARUS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) (in thousands, except per share amounts) NOTE 5. GOODWILL AND INTANGIBLE ASSETS Goodwill The following table summarizes the balances in goodwill by segment: Black Diamond Sierra Total Balance at December 31, 2020 - 26,715 26,715 Balance at June 30, 2021 $ - $ 26,715 $ 26,715 Indefinite Lived Intangible Assets The following table summarizes the changes in indefinite lived intangible assets: Balance at December 31, 2020 $ 47,523 Impact of foreign currency exchange rates ( 108 ) Balance at June 30, 2021 $ 47,415 Other Intangible Assets, net The following table summarizes the changes in gross other intangible assets: Gross balance at December 31, 2020 $ 40,840 Impact of foreign currency exchange rates ( 155 ) Gross balance at June 30, 2021 $ 40,685 Other intangible assets, net of amortization as of June 30, 2021 and December 31, 2020, were as follows: June 30, 2021 December 31, 2020 Customer lists and relationships $ 31,844 $ 31,930 Product technologies 6,631 6,700 Tradename / trademark 1,263 1,263 Core technologies 947 947 40,685 40,840 Less accumulated amortization ( 23,722 ) ( 21,424 ) $ 16,963 $ 19,416 12 CLARUS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) (in thousands, except per share amounts) NOTE 6. LONG-TERM DEBT Long-term debt as of June 30, 2021 and December 31, 2020, was as follows: June 30, 2021 December 31, 2020 Revolving credit facility (a) $ 10,112 $ 15,579 Foreign credit facilities (b) 1,010 1,042 Term note (c) 16,000 18,000 27,122 34,621 Less current portion ( 5,010 ) ( 4,000 ) $ 22,112 $ 30,621 (a) As of June 30, 2021, the Company had drawn $ 10,112 on the $ 60,000 revolving commitment that was available under the credit agreement with JPMorgan Chase Bank, N.A., with a maturity date of May 3, 2024. The Company pays interest monthly on any borrowings on the Credit Agreement. As of June 30, 2021 and December 31, 2020, the rate was 1.6250 % and 2.0625 %, respectively. 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 also includes other 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 June 30, 2021. (b) A foreign subsidiary of the Company has a revolving credit facility with a financial institution which matures on March 31, 2022. The foreign subsidiary pays interest monthly on any borrowings on the credit facility. As of June 30, 2021 and December 31, 2020, the rate was 1.3387 % and 1.3387 %, respectively. (c) Under the Credit Agreement, the Company had access to a term loan facility that was available for drawdown until May 3, 2020. On April 30, 2020, the Company borrowed $ 20,000 under such term loan facility. 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. The Company pays interest monthly on any borrowings on the Credit Agreement. As of June 30, 2021 and December 31, 2020, the rate was 1.6250 % and 2.0625 %, respectively. NOTE 7. DERIVATIVE FINANCIAL INSTRUMENTS The Company’s primary exchange rate risk management objective is to mitigate the uncertainty of anticipated cash flows attributable to changes in foreign currency exchange rates. The Company primarily focuses on mitigating changes in cash flows resulting from sales denominated in currencies other than the U.S. dollar. The Company manages this risk primarily by using currency forward and option contracts. If the anticipated transactions are deemed probable, the resulting relationships are formally designated as cash flow hedges. The Company accounts for these contracts as cash flow hedges and tests effectiveness by determining whether changes in the expected cash flow of the derivative offset, within a range, changes in the expected cash flow of the hedged item. As of June 30, 2021, the Company held currency forward contracts to mitigate currency fluctuations related to the cash purchase price of Rhino-Rack totaling AUD 193,650 with a maturity date of July 1, 2021. These contracts are not designated as accounting hedges and the changes in fair value of the instruments are recognized in earnings. During the three and six months ended June 30, 2021, losses of $( 4,513 ) were recorded in other, net expense. At June 30, 2021, the Company’s derivative contracts had remaining maturities of less than one year. The counterparties to these transactions had both long-term and short-term investment grade credit ratings. The maximum net exposure of the Company’s credit risk to the counterparties is generally limited to the aggregate unrealized loss of all contracts with that counterparty, which is $ 4,684 as of June 30, 2021. The Company’s exposure of counterparty credit risk is limited to the aggregate unrealized gain on all contracts. At June 30, 2021, there was no such exposure to the counterparties. The Company’s derivative counterparties have strong credit ratings and as a result, the Company does not require collateral to facilitate transactions. 13 CLARUS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) (in thousands, except per share amounts) The Company held the following contracts designated as hedging instruments as of June 30, 2021 and December 31, 2020: June 30, 2021 Notional Latest Amount Maturity Foreign exchange contracts - Canadian Dollars $ 9,692 February 2022 Foreign exchange contracts - Euros € 17,185 February 2022 December 31, 2020 Notional Latest Amount Maturity Foreign exchange contracts - Canadian Dollars $ 14,587 February 2022 Foreign exchange contracts - Euros € 24,481 February 2022 For contracts that qualify as effective hedge instruments, the effective portion of gains and losses resulting from changes in fair value of the instruments are included in accumulated other comprehensive income and reclassified to sales in the period the underlying hedged transaction is recognized in earnings. Gains (losses) of $( 422 ) and $ 294 were reclassified to sales during the three months ended June 30, 2021 and 2020, respectively, and $( 743 ) and $ 582 were reclassified to sales during the six months ended June 30, 2021 and 2020, respectively. The following table presents the balance sheet classification and fair value of derivative instruments as of June 30, 2021 and December 31, 2020: Classification June 30, 2021 December 31, 2020 Derivative instruments in asset positions: Designated forward exchange contracts Prepaid and other current assets $ 184 $ - Derivative instruments in liability positions: Designated forward exchange contracts Accounts payable and accrued liabilities $ 355 $ 1,539 Undesignated forward exchange contracts Accounts payable and accrued liabilities $ 4,513 $ - Designated forward exchange contracts Other long-term liabilities $ - $ 90 NOTE 8. ACCUMULATED OTHER COMPREHENSIVE INCOME Accumulated other comprehensive income (“AOCI”) primarily consists of foreign currency translation adjustments and changes in our forward foreign exchange contracts. The following table sets forth the changes in AOCI, net of tax, for the three months ended June 30, 2021: Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Cash Flow Hedges Total Balance as of March 31, 2021 $ 464 $ ( 84 ) $ 380 Other comprehensive income (loss) before reclassifications 295 ( 215 ) 80 Amounts reclassified from other comprehensive income - 323 323 Net current period other comprehensive income 295 108 403 Balance as of June 30, 2021 $ 759 $ 24 $ 783 14 CLARUS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) (in thousands, except per share amounts) The following table sets forth the changes in AOCI, net of tax, for the three months ended June 30, 2020: Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Cash Flow Hedges Total Balance as of March 31, 2020 $ ( 687 ) $ 796 $ 109 Other comprehensive income (loss) before reclassifications 367 ( 326 ) 41 Amounts reclassified from other comprehensive income - ( 223 ) ( 223 ) Net current period other comprehensive income (loss) 367 ( 549 ) ( 182 ) Balance as of June 30, 2020 $ ( 320 ) $ 247 $ ( 73 ) The following table sets forth the changes in AOCI, net of tax, for the six months ended June 30, 2021: Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Cash Flow Hedges Total Balance as of December 31, 2020 $ 1,480 $ ( 980 ) $ 500 Other comprehensive (loss) income before reclassifications ( 721 ) 435 ( 286 ) Amounts reclassified from other comprehensive income - 569 569 Net current period other comprehensive (loss) income ( 721 ) 1,004 283 Balance as of June 30, 2021 $ 759 $ 24 $ 783 The following table sets forth the changes in AOCI, net of tax, for the six months ended June 30, 2020: Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Cash Flow Hedges Total Balance as of December 31, 2019 $ ( 286 ) $ ( 17 ) $ ( 303 ) Other comprehensive (loss) income before reclassifications ( 34 ) 706 672 Amounts reclassified from other comprehensive loss - ( 442 ) ( 442 ) Net current period other comprehensive (loss) income ( 34 ) 264 230 Balance as of June 30, 2020 $ ( 320 ) $ 247 $ ( 73 ) The effects on net income of amounts reclassified from unrealized gains on cash flow hedges for foreign exchange contracts for the three and six months ended June 30, 2021 and 2020, were as follows: Gains (losses) reclassified from AOCI to the Consolidated Statements of Comprehensive Income (Loss) Affected line item in the Consolidated Three Months Ended Six Months Ended Statements of Comprehensive Income (Loss) June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Foreign exchange contracts: Sales $ ( 422 ) $ 294 $ ( 743 ) $ 582 Less: Income tax (benefit) expense ( 99 ) 71 ( 174 ) 140 Amount reclassified, net of tax $ ( 323 ) $ 223 $ ( 569 ) $ 442 Total reclassifications from AOCI $ ( 323 ) $ 223 $ ( 569 ) $ 442 15 CLARUS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) (in thousands, except per share amounts) NOTE 9. FAIR VALUE MEASUREMENTS We measure certain financial assets and liabilities at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, under a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows: Level 1 - inputs to the valuation methodology are quoted market prices for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 3 - inputs to the valuation methodology are based on prices or valuation techniques that are unobservable. Assets and liabilities measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020 were as follows: June 30, 2021 Level 1 Level 2 Level 3 Total Assets Designated forward exchange contracts $ - $ 184 $ - $ 184 $ - $ 184 $ - $ 184 Liabilities Designated forward exchange contracts $ - $ 355 $ - $ 355 Undesignated forward exchange contracts - 4,513 - 4,513 $ - $ 4,868 $ - $ 4,868 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Designated forward exchange contracts $ - $ - $ - $ - $ - $ - $ - $ - Liabilities Designated forward exchange contracts $ - $ 1,629 $ - $ 1,629 $ - $ 1,629 $ - $ 1,629 Derivative financial instruments are recorded at fair value based on current market pricing models. No nonrecurring fair value measurements existed at June 30, 2021 and December 31, 2020. NOTE 10. STOCKHOLDERS’ EQUITY 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”). On October 19, 2020, the Company announced that its Board of Directors approved the reinstatement of its Quarterly Cash Dividend. On July 30, 2021 , the Company announced that its Board of Directors approved the payment on August 20, 2021 of the Quarterly Cash Dividend of $ 0.025 to the record holders of shares of the Company’s common stock as of the close of business on August 9, 2021 . 16 CLARUS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) (in thousands, except per share amounts) NOTE 11. EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing earnings (loss) by the weighted average number of common shares outstanding during each period. Diluted earnings (loss) per share is computed by dividing earnings (loss) by the total of the weighted average number of shares of common stock outstanding during each period, plus the effect of dilutive outstanding stock options and unvested restricted stock grants. Potentially dilutive securities are excluded from the computation of diluted earnings (loss) per share if their effect is anti-dilutive to the loss from continuing operations. The following table is a reconciliation of basic and diluted shares of common stock outstanding used in the calculation of earnings (loss) per share: Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Weighted average shares outstanding - basic 31,367 29,817 31,325 29,789 Effect of dilutive stock awards 1,823 - 1,645 - Weighted average shares outstanding - diluted 33,190 29,817 32,970 29,789 Net income (loss) per share: Basic $ 0.06 $ ( 0.09 ) $ 0.24 $ ( 0.09 ) Diluted 0.06 ( 0.09 ) 0.23 ( 0.09 ) For the three months ended June 30, 2021 and 2020, equity awards of 1,034 and 4,633 , respectively, and for the six months ended June 30, 2021 and 2020, equity awards of 1,017 and 4,590 , respectively, were anti-dilutive and therefore not included in the calculation of earnings (loss) per share for these periods. NOTE 12. STOCK-BASED COMPENSATION PLAN Under the Company’s current 2015 Stock Incentive Plan (the “2015 Plan”), the Company’s Board of Directors has flexibility to determine the type and amount of awards to be granted to eligible participants, who must be employees, directors, officers or consultants of the Company or its subsidiaries. The 2015 Plan allows for grants of incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation rights, and restricted units. The aggregate number of shares of common stock that may be granted through awards under the 2015 Plan to any employee in any calendar year may not exceed 500 shares. The 2015 Plan will continue in effect until December 2025 unless terminated sooner. Options Granted: During the six months ended June 30, 2021, the Company issued stock options for an aggregate of 500 shares under the 2015 Plan to directors and employees of the Company. The options issued during the six months ended June 30, 2021 generally vest and become exercisable over a period of one to three years and expire ten years from the date of the grant. For computing the fair value of the stock-based awards, the fair value of each option grant has been estimated as of the date of grant using the Black-Scholes option-pricing model with the following assumptions: Number of options 500 Option vesting period 1 - 3 Years Grant price (per share) $ 15.15 - $ 24.43 Dividend yield 0.41 % - 0.66 % Expected volatility (a) 39.1 % - 43.6 % Risk-free interest rate 0.50 % - 1.02 % Expected life (years) (b) 5.31 - 6.00 Weighted average fair value (per share) $ 5.88 - $ 9.23 (a) Expected volatility is based upon the Company’s historical volatility. (b) The expected term was determined based upon the underlying terms of the awards and the category and employment 17 CLARUS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) (in thousands, except per share amounts) history of employee award recipient. The grant date fair value of the stock options granted during the six months ended June 30, 2021 was $ 3,239 , which will be recognized over the vesting period of the options. Market Condition Restricted Shares Granted: On May 28, 2021, the Company issued and granted to the Executive Chairman a restricted stock award of 500 restricted shares under the 2015 Plan, of which 500 restricted shares will vest if, on or before May 28, 2024, the Fair Market Value (as defined in the Plan) of the Company’s common stock shall have equaled or exceeded $35.00 per share for twenty consecutive trading days. For computing the fair value of the restricted shares with a market condition, the fair value of the restricted stock award grant has been estimated as of the date of grant using the Monte-Carlo pricing model with the following assumptions: May 28, 2021 Number issued 500 Vesting period $ 35.00 stock price target Grant price (per share) $ 23.69 Dividend yield 0.42 % Expected volatility 42.3 % Risk-free interest rate 0.30 % Expected term (years) 1.05 Weighted average fair value (per share) $ 14.46 Using these assumptions, the fair value of the market condition restricted stock awards granted on May 28, 2021 was approximately $ 7,230 . The total non-cash stock compensation expense related to restricted stock, stock options and stock awards recorded by the Company for the three months ended June 30, 2021 and 2020 was $ 1,826 and $ 616 , respectively, and for the six months ended June 30, 2021 and 2020 was $ 3,350 and $ 1,229 , respectively. For the three and six months ended June 30, 2021 and 2020, the majority of stock-based compensation costs were classified as selling, general and administrative expenses. As of June 30, 2021, there were 2,143 unvested stock options and unrecognized compensation cost of $ 8,508 related to unvested stock options, as well as 1,000 unvested restricted stock awards and unrecognized compensation costs of $ 8,300 related to unvested restricted stock awards. NOTE 13. COMMITMENTS AND CONTINGENCIES As a consumer goods manufacturer and distributor, the Company faces the risk of product liability and related lawsuits involving claims for substantial money damages, product recall actions and higher than anticipated rates of warranty returns or other returns of goods. The Company is therefore vulnerable to various personal injury and property damage lawsuits relating to its products and incidental to its business. The Company is involved in various legal disputes and other legal proceedings that arise from time to time in the ordinary course of business. Based on currently available information, the Company does not believe that it is reasonably possible that the disposition of any of the legal disputes the Company or its subsidiaries is currently involved in will have a material adverse effect upon the Company’s consolidated financial condition, results of operations or cash flows. There is a reasonable possibility of loss from contingencies in excess of the amounts accrued by the Company in the accompanying condensed consolidated balance sheets; however, the actual amounts of such possible losses cannot currently be reasonably estimated by the Company at this time. It is possible that, as additional information becomes available, the impact on the Company could have a different effect. NOTE 14. INCOME TAXES The Company’s U.S. federal statutory tax rate of 21 % and its foreign operations that are considered to be permanently reinvested have statutory tax rates of approximately 25 %. The differences between the Company’s estimated effective tax rates of 7.8 % and ( 2.9 )% for the three and six months ended June 30, 2021 and the U.S. federal statutory tax rate of 21 % were due to a release of valuation allowance for the current year expected utilization 18 CLARUS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) (in thousands, except per share amounts) of net operating loss carryforwards (“NOLs”) and a stock compensation tax windfall, which were partially offset by permanent book to tax differences related to incentive stock options and officer compensation limitations. 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 deferred tax assets as of June 30, 2021 and December 31, 2020, because the ultimate realization of those assets did not meet the more-likely-than-not criteria. The majority of the Company’s deferred tax assets consist of NOLs 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. In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible and net operating loss and credit carryforwards expire. The estimates and judgments associated with the Company’s valuation allowance on deferred tax assets are considered critical due to the amount of deferred tax assets recorded by the Company on its consolidated balance sheet and the judgment required in determining the Company’s future taxable income. The need for a valuation allowance is reassessed at each interim reporting period. As of December 31, 2020, the Company had 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 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. NOLs available to offset taxable income, subject to compliance with Section 382 of the Code, begin to expire based upon the following schedule: Net Operating Loss Carryforward Expiration Dates December 31, 2020 Expiration Dates December 31, Net Operating Loss Amount 2022 $ 99,596 2023 5,853 2024 3,566 2025 and beyond 11,294 Total $ 120,309 NOTE 15. SEGMENT INFORMATION We operate our business structure within two segments. These segments are defined based on the internal financial reporting used by our chief operating decision maker to allocate resources and assess performance . Certain significant selling and general and administrative expenses are not allocated to the segments including non-cash stock compensation expense. Each segment is described below:  Our Black Diamond segment, which includes Black Diamond Equipment, PIEPS, and SKINourishment, is a global leader in designing, manufacturing, and marketing innovative outdoor engineered equipment and apparel for climbing, mountaineering, trail running, backpacking, skiing, and a wide range of other year-round outdoor recreation activities. Our Black Diamond segment offers 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; trekking poles; headlamps and lanterns; gloves and mittens; 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.  Our Sierra segment, which includes Sierra and Barnes, includes two iconic American manufacturers of a wide range of high-performance bullets and ammunition for both rifles and pistols. These bullets are used for precision target shooting, hunting and military and law enforcement purposes . 19 CLARUS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) (in thousands, except per share amounts) As noted above, the Company has a wide variety of technical outdoor equipment and lifestyle products focused on the climb, ski, mountain and sport product categories that are sold to a variety of customers in multiple end markets. While there are multiple products sold, the terms and nature of revenue recognition policy is similar for all segments. The sport product category represents the Sierra segment revenue. We divide our product offerings into four primary categories of climb, mountain, ski and sport. Revenue by category as a percentage of total consolidated revenues is as follows: Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Climb 30 % 38 % 28 % 38 % Mountain 25 % 22 % 26 % 27 % Ski 6 % 7 % 11 % 14 % Sport 39 % 33 % 35 % 21 % Financial information for our segments is as follows: Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Sales to external customers: Black Diamond Domestic sales $ 25,232 $ 11,740 $ 50,992 $ 34,428 International sales 19,660 8,462 45,696 31,569 Total Black Diamond 44,892 20,202 96,688 65,997 Sierra Domestic sales 26,644 8,519 48,457 14,379 International sales 1,773 1,293 3,495 3,193 Total Sierra 28,417 9,812 51,952 17,572 Total sales to external customers 73,309 30,014 148,640 83,569 Segment operating income (loss): Black Diamond 657 ( 4,000 ) 4,102 ( 2,326 ) Sierra 10,017 2,346 15,979 3,818 Total segment operating income (loss) 10,674 ( 1,654 ) 20,081 1,492 Transaction costs ( 649 ) ( 180 ) ( 1,125 ) ( 430 ) Corporate and other expenses ( 7,818 ) ( 1,797 ) ( 11,200 ) ( 4,332 ) Interest expense, net ( 212 ) ( 257 ) ( 450 ) ( 568 ) Income (loss) before income tax $ 1,995 $ ( 3,888 ) $ 7,306 $ ( 3,838 ) There were no intercompany sales between the Black Diamond and Sierra segments for the periods presented. Total assets by segment, as of June 30, 2021 and December 31, 2020, were as follows: June 30, 2021 December 31, 2020 Black Diamond $ 143,118 $ 141,746 Sierra 133,069 113,430 Corporate 18,022 25,515 $ 294,209 $ 280,691 20 CLARUS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) (in thousands, except per share amounts) Capital expenditures, depreciation and amortization by segment is as follows. Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Capital expenditures: Black Diamond $ 580 $ 316 $ 1,272 $ 1,305 Sierra 1,298 403 1,953 716 Total capital expenditures $ 1,878 $ 719 $ 3,225 $ 2,021 Depreciation: Black Diamond $ 694 $ 703 $ 1,407 $ 1,388 Sierra 655 445 1,298 877 Total depreciation $ 1,349 $ 1,148 $ 2,705 $ 2,265 Amortization: Black Diamond $ 258 $ 269 $ 517 $ 545 Sierra 939 496 1,877 992 Total amortization $ 1,197 $ 765 $ 2,394 $ 1,537 NOTE 16. SUBSEQUENT EVENTS Rhino-Rack Acquisition On May 30, 2021, Oscar Aluminium Pty Ltd (the “Buyer”), an indirect wholly-owned Australian subsidiary of the Company, entered into a Share Sale and Purchase Agreement (the “Purchase Agreement”) to acquire Rhino-Rack, a leading manufacturer of highly-engineered automotive roof racks, trays, mounting systems, luggage boxes, carriers, and accessories. On July 1, 2021, the transactions contemplated by the Purchase Agreement were consummated. All United States dollar amounts contained herein are based on the exchange rates in effect for Australian dollars ($AUD) and the market value of the Company’s common stock at the time of closing of the acquisition of Rhino-Rack (the “Rhino-Rack Acquisition”). Pursuant to the terms of the Purchase Agreement, by and among the Buyer, the Company, Cropley Nominees Pty Ltd (the “Seller”), Richard Cropley, Hugh Cropley and Oliver Cropley, the Buyer acquired Rhino-Rack for an aggregate purchase price of approximately $AUD 273,000 (approximately $ 205,000 ), subject to post-closing adjustment. The purchase price consideration was comprised of approximately $AUD 194,000 (approximately $ 145,000 ) cash and 2,315,121 shares of the Company’s common stock. The Purchase Agreement also provides for the payment to the Seller of additional consideration of approximately $AUD 10,000 (approximately $ 8,000 ) if certain future net sales thresholds are met. The shares of the Company’s common stock issued to the Seller are subject to a lock-up agreement restricting sales for 180 days from the closing of the Rhino-Rack Acquisition. Based upon the timing of the Rhino-Rack Acquisition, the initial accounting is not yet complete as the Company gathers additional information related to the assets acquired and liabilities assumed. The Company is in the process of obtaining third-party valuations of certain intangible assets. The preliminary application of acquisition accounting to the assets acquired and liabilities assumed, as well as the results of operations of Rhino-Rack, will first be reflected in the Company's consolidated financial results as of and for the three and nine months ending September 30, 2021. The operating results of Rhino-Rack are expected to be included within a new segment called Rhino-Rack. Acquisition-related costs for the Rhino-Rack Acquisition, which were included in transaction costs during the three and six months ended June 30, 2021 were $ 777 . Additionally, on July 1, 2021, the Company recorded a liability in the amount of $ 1,750 owed to Kanders & Company, Inc. (“Kanders & Company”) in consideration of the significant support received by the Company from Kanders & Company in sourcing, structuring, performing due diligence and negotiating the Rhino-Rack Acquisition. Mr. Warren B. Kanders, the Company’s Executive Chairman of the Board of Directors, is a member of the Board of Directors and sole stockholder of Kanders & Company. Credit Agreement In connection with, among other things, partially funding the Rhino-Rack Acquisition, on July 1, 2021, 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. 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”). 21 CLARUS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (Unaudited) (in thousands, except per share amounts) The Credit Agreement as amended by Amendment No. 3 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 in connection with the Rhino-Rack Acquisition. The Credit Agreement continues to permit the Loan Parties, 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 $ 275,000 . Amendment No. 3 provides for additional subsidiaries of the Company to guarantee and provide collateral for the loans under the Credit Agreement, including certain of its newly formed or newly acquired Australian subsidiaries in connection with the Rhino-Rack Acquisition. 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. Amendment No. 3 did not change the maturity date which remains May 3, 2024 . Additionally, on July 1, 2021, the Company recorded a liability in the amount of $ 250 owed to Kanders & Company in consideration of the significant support received by the Company from Kanders & Company in sourcing, structuring, and negotiating Amendment No. 3. 22 CLARUS CORPORATION MANAGEMENT DISCUSSION AND ANALYSIS (in thousands, except per share amounts)