3 unchanged sentences
(In thousands, except per share amounts)
−Removed: June 30, 2024
+Added: September 30, 2024
December 31, 2023
36 unchanged sentences
CLARUS CORPORATION
−Removed: CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
+Added: CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS )
(In thousands, except per share amounts)
Three Months Ended
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
Domestic sales
5 unchanged sentences
Transaction costs
−Removed: Contingent consideration benefit
Legal costs and regulatory matter expenses
1 unchanged sentence
Operating loss
+Added: Other income (expense)
Interest income, net
−Removed: Total other income, net
+Added: Total other income (expense), net
Loss before income tax
4 unchanged sentences
Foreign currency translation adjustment
−Removed: Unrealized gain on hedging activities
+Added: Unrealized (loss) gain on hedging activities
Other comprehensive income (loss)
−Removed: Comprehensive loss
+Added: Comprehensive income (loss)
Loss from continuing operations per share:
5 unchanged sentences
(In thousands, except per share amounts)
−Removed: Six Months Ended
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: Nine Months Ended
+Added: September 30, 2024
+Added: September 30, 2023
Domestic sales
9 unchanged sentences
Operating loss
−Removed: Other (expense) income
+Added: Other income (expense)
Interest income, net
−Removed: Total other income, net
+Added: Total other income (expense), net
Loss before income tax
3 unchanged sentences
Net income (loss)
−Removed: Other comprehensive loss, net of tax:
+Added: Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment
−Removed: Unrealized gain (loss) on hedging activities
−Removed: Other comprehensive loss
+Added: Unrealized gain on hedging activities
+Added: Other comprehensive income (loss)
Comprehensive income (loss)
6 unchanged sentences
(In thousands)
−Removed: Six Months Ended
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: Nine Months Ended
+Added: September 30, 2024
+Added: September 30, 2023
Cash Flows From Operating Activities:
17 unchanged sentences
Cash Flows From Investing Activities:
−Removed: Proceeds from the sale of business, net of cash
+Added: Proceeds from the sale of business
Proceeds from disposition of property and equipment
19 unchanged sentences
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
+Added: Shares issued for business acquisitions
Property and equipment purchased with accounts payable
+Added: Intangible assets purchased with accounts payable
Lease liabilities arising from obtaining right-of-use assets
19 unchanged sentences
Balance, June 30, 2023
+Added: Other comprehensive loss
+Added: Cash dividends ($ 0.025 per share)
+Added: Stock-based compensation expense
+Added: Proceeds from exercise of options
+Added: Shares issued in business acquisition
+Added: Balance, September 30, 2023
Treasury Stock
13 unchanged sentences
Balance, June 30, 2024
+Added: Other comprehensive income
+Added: Cash dividends ($ 0.025 per share)
+Added: Stock-based compensation expense
+Added: Proceeds from exercise of options
+Added: Balance, September 30, 2024
See accompanying notes to condensed consolidated financial statements .
3 unchanged sentences
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
−Removed: 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, 2024 and December 31, 2023 and for the three and six months ended June 30, 2024 and 2023, 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.
+Added: 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 September 30, 2024 and December 31, 2023 and for the three and nine months ended September 30, 2024 and 2023, 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.
−Removed: The results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be obtained for the year ending December 31, 2024.
+Added: The results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be obtained for the year ending December 31, 2024.
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, 2023, filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2024.
24 unchanged sentences
Early adoption is permitted.
−Removed: The Company is currently evaluating the enhanced disclosure requirements, however it does not anticipate a material change to the consolidated financial statements.
+Added: The Company is currently evaluating the enhanced disclosure requirements;
+Added: however, it does not anticipate a material change to the consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
5 unchanged sentences
Early adoption is permitted.
−Removed: The Company is currently evaluating the enhanced disclosure requirements, however it does not anticipate a material change to the consolidated financial statements.
+Added: The Company is currently evaluating the enhanced disclosure requirements;
+Added: however, it does not anticipate a material change to the consolidated financial statements.
On September 13, 2023, Clarus entered into a Share Purchase Agreement (the “TRED Purchase Agreement”) to acquire TRED Outdoors Pty Ltd.
4 unchanged sentences
The Company estimated the initial fair value of the TRED Contingent Consideration to be $AUD 189 (approximately $ 121 ) and recorded this liability within accrued liabilities.
−Removed: See Note 11 for discussion regarding the valuation of the TRED Contingent Consideration as of June 30, 2024.
+Added: See Note 11 for discussion regarding the valuation of the TRED Contingent Consideration as of September 30, 2024.
The acquisition was accounted for as a business combination.
1 unchanged sentence
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.
−Removed: The fair value estimates for the purchase price allocation for TRED are based on the Company’s best estimates and assumptions as of the reporting date and are considered preliminary.
−Removed: The fair value measurements of identifiable assets and liabilities, and the resulting goodwill related to the TRED Acquisition are subject to change and the final purchase price allocations could be different from the amounts presented below.
−Removed: We expect to finalize the valuations as soon as practicable, but not later than one year from the date of the acquisition.
+Added: The fair value measurements for the acquisition of TRED have been completed.
The excess of purchase consideration over the assets acquired and liabilities assumed is recorded as goodwill.
29 unchanged sentences
Intangibles not subject to amortization
−Removed: The full amount of goodwill of $ 2,832 at TRED is expected to be non-deductible for tax purposes.
+Added: Goodwill of $ 2,832 is expected to be non-deductible for tax purposes.
No pre-existing relationships existed between the Company and TRED or its sellers prior to the acquisition.
4 unchanged sentences
The Precision Sport segment engaged in the business of designing, developing, manufacturing, and marketing bullets and ammunition to the military, law enforcement, and commercial/consumer markets.
−Removed: Under the terms of the Precision Sport Purchase Agreement, the Buyer agreed to pay $ 175,000 in cash, which is subject to a customary working capital adjustment.
+Added: Under the terms of the Precision Sport Purchase Agreement, the Buyer agreed to pay $ 175,000 in cash, which was subject to a customary working capital adjustment.
The Company received $ 175,674 in cash under the terms of the Precision Sport Purchase Agreement, which included a preliminary working capital adjustment.
−Removed: As of June 30, 2024, the working capital adjustment had not been finalized, and the Company is disputing Bullseye Acquisitions, LLC’s proposed determination of the final working capital adjustment.
+Added: As of September 30, 2024, the working capital adjustment had been finalized, with no changes from the preliminary working capital adjustment.
The Company recognized a pre-tax gain on such sale of $ 40,585 .
21 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
−Removed: June 30, 2024
−Removed: June 30, 2023
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: Nine Months Ended
+Added: September 30, 2024
+Added: September 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
Cost of goods sold
11 unchanged sentences
(in thousands, except per share amounts)
−Removed: In connection with the sale of the Precision Sport segment, all interest expense related to outstanding debt that was required to be repaid with the proceeds received from the sale pursuant to the terms of the Company’s credit facility is allocated to discontinued operations in our condensed consolidated financial statements for the three and six months ended June 30, 2024 and 2023.
+Added: In connection with the sale of the Precision Sport segment, all interest expense related to outstanding debt that was required to be repaid with the proceeds received from the sale pursuant to the terms of the Company’s credit facility is allocated to discontinued operations in our condensed consolidated financial statements for the three and nine months ended September 30, 2024 and 2023.
Summarized cash flow information for the Precision Sport segment discontinued operations are as follows:
−Removed: Six Months Ended
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: Nine Months Ended
+Added: September 30, 2024
+Added: September 30, 2023
Depreciation of property and equipment
2 unchanged sentences
Purchase of property and equipment
−Removed: Inventories, as of June 30, 2024 and December 31, 2023, were as follows:
−Removed: June 30, 2024
+Added: Inventories, as of September 30, 2024 and December 31, 2023, were as follows:
+Added: September 30, 2024
December 31, 2023
3 unchanged sentences
PROPERTY AND EQUIPMENT
−Removed: Property and equipment, net, as of June 30, 2024 and December 31, 2023, were as follows:
−Removed: June 30, 2024
+Added: Property and equipment, net, as of September 30, 2024 and December 31, 2023, were as follows:
+Added: September 30, 2024
December 31, 2023
5 unchanged sentences
Less accumulated depreciation
−Removed: Depreciation expense for continuing operations for the three months ended June 30, 2024 and 2023 was $ 1,045 and $ 1,080 , respectively, and for the six months ended June 30, 2024 and 2023 was $ 2,071 and $ 2,019 , respectively.
+Added: Depreciation expense for continuing operations for the three months ended September 30, 2024 and 2023 was $ 980 and $ 1,045 , respectively, and for the nine months ended September 30, 2024 and 2023 was $ 3,051 and $ 3,064 , respectively.
CLARUS CORPORATION
6 unchanged sentences
Impact of foreign currency exchange rates
−Removed: Balance at June 30, 2024
+Added: Balance at September 30, 2024
+Added: No impairments were recorded for goodwill or intangible assets during the nine months ended September 30, 2024.
+Added: However, factors such as a sustained decline in revenues and cash flows, or other adverse changes in macroeconomic conditions, including our current and future share price, could result in an impairment charge to our Adventure reporting unit in a future reporting period.
+Added: The Company performs its annual impairment assessment during the fourth quarter of 2024.
Indefinite-Lived Intangible Assets
2 unchanged sentences
Impact of foreign currency exchange rates
−Removed: Balance at June 30, 2024
−Removed: Trademarks classified as indefinite-lived intangible assets by brand as of June 30, 2024 and December 31, 2023, were as follows:
−Removed: June 30, 2024
+Added: Balance at September 30, 2024
+Added: Trademarks classified as indefinite-lived intangible assets by brand as of September 30, 2024 and December 31, 2023, were as follows:
+Added: September 30, 2024
December 31, 2023
Black Diamond
+Added: CLARUS CORPORATION
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
+Added: (in thousands, except per share amounts)
Other Intangible Assets, net
3 unchanged sentences
Impact of foreign currency exchange rates
−Removed: Gross balance at June 30, 2024
−Removed: CLARUS CORPORATION
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
−Removed: (in thousands, except per share amounts)
−Removed: Other intangible assets, net of amortization as of June 30, 2024 and December 31, 2023, were as follows:
−Removed: June 30, 2024
+Added: Gross balance at September 30, 2024
+Added: Other intangible assets, net of amortization as of September 30, 2024 and December 31, 2023, were as follows:
+Added: September 30, 2024
Accumulated Amortization
10 unchanged sentences
Core technologies
−Removed: Amortization expense for continuing operations for the three months ended June 30, 2024 and 2023, was $ 2,451 and $ 2,714 , respectively, and for the six months ended June 30 2024 and 2023 was $ 4,900 and $ 5,482 , respectively.
−Removed: Future amortization expense for other intangible assets as of June 30, 2024 is as follows:
+Added: Amortization expense for continuing operations for the three months ended September 30, 2024 and 2023, was $ 2,416 and $ 2,553 , respectively, and for the nine months ended September 30, 2024 and 2023 was $ 7,316 and $ 8,035 , respectively.
+Added: Future amortization expense for other intangible assets as of September 30, 2024 is as follows:
Years Ending December 31,
Amortization Expense
−Removed: 2024 (excluding the six months ended June 30, 2024)
+Added: 2024 (excluding the nine months ended September 30, 2024)
CLARUS CORPORATION
2 unchanged sentences
ACCRUED LIABILITIES AND OTHER LONG-TERM LIABILITIES
−Removed: Accrued liabilities as of June 30, 2024 and December 31, 2023, were as follows:
−Removed: June 30, 2024
+Added: Accrued liabilities as of September 30, 2024 and December 31, 2023, were as follows:
+Added: September 30, 2024
December 31, 2023
8 unchanged sentences
Restructuring liabilities
−Removed: Other long-term liabilities as of June 30, 2024 and December 31, 2023, were as follows:
−Removed: June 30, 2024
+Added: Other long-term liabilities as of September 30, 2024 and December 31, 2023, were as follows:
+Added: September 30, 2024
December 31, 2023
1 unchanged sentence
LONG-TERM DEBT
−Removed: Long-term debt as of June 30, 2024 and December 31, 2023, was as follows:
−Removed: June 30, 2024
+Added: Long-term debt as of September 30, 2024 and December 31, 2023, was as follows:
+Added: September 30, 2024
December 31, 2023
3 unchanged sentences
Less current portion
−Removed: (a) On February 29, 2024, upon the closing of the disposition of the Precision Sport segment, the Company terminated and paid off amounts outstanding under the revolving credit facility in full.
+Added: (a) On February 29, 2024, upon the closing of the disposition of the Precision Sport segment, the Company terminated and paid off amounts outstanding under the revolving credit facility, and pursuant to the Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto (the “Restated Credit Agreement”), in full.
The Company paid interest monthly on any borrowings on the Restated Credit Agreement.
As of December 31, 2023, the interest rates ranged between approximately 7.7 % and 9.8 % .
−Removed: (b) Foreign subsidiaries of the Company had term debt with financial institutions, which was repaid as of June 30, 2024.
−Removed: The foreign subsidiaries paid interest monthly on any borrowings on the credit facility as well as monthly
CLARUS CORPORATION
1 unchanged sentence
(in thousands, except per share amounts)
−Removed: payments on the term debt.
+Added: (b) Foreign subsidiaries of the Company had term debt with financial institutions, which was repaid as of September 30, 2024.
+Added: The foreign subsidiaries paid interest monthly on any borrowings on the credit facility as well as monthly payments on the term debt.
As of December 31, 2023, the interest rate was approximately 3.2 % .
9 unchanged sentences
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.
−Removed: At June 30, 2024, the Company’s derivative contracts had remaining maturities of less than one year .
+Added: At September 30, 2024, 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.
−Removed: 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.
−Removed: As of June 30, 2024, there was no such exposure to the counterparties.
−Removed: The Company’s exposure of counterparty credit risk is limited to the aggregate unrealized gain of $ 344 on all contracts as of June 30, 2024.
+Added: 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 was $ 13 as of September 30, 2024.
+Added: The Company’s exposure of counterparty credit risk is limited to the aggregate unrealized gain on all contracts.
+Added: As of September 30, 2024, 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.
−Removed: The Company held the following contracts designated as hedging instruments as of June 30, 2024 and December 31, 2023:
−Removed: June 30, 2024
+Added: The Company held the following contracts designated as hedging instruments as of September 30, 2024 and December 31, 2023:
+Added: September 30, 2024
Foreign exchange contracts - Canadian Dollars
1 unchanged sentence
Foreign exchange contracts - Euros
−Removed: February 2025
December 31, 2023
4 unchanged sentences
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 loss and reclassified to sales in the period the underlying hedged transaction is recognized in earnings.
−Removed: Gains (losses) of $ 136 and ($ 43 ) were reclassified to sales during the three months ended June 30, 2024 and 2023, respectively, and $ 217 and ($ 59 ) were reclassified to sales during the six months ended June 30, 2024 and 2023, respectively.
+Added: Gains of $ 14 and $ 226 were reclassified to sales during the three months ended September 30, 2024 and 2023, respectively, and $ 231 and $ 167 were reclassified to sales during the nine months ended September 30, 2024 and 2023, respectively.
CLARUS CORPORATION
1 unchanged sentence
(in thousands, except per share amounts)
−Removed: The following table presents the balance sheet classification and fair value of derivative instruments as of June 30, 2024 and December 31, 2023:
+Added: The following table presents the balance sheet classification and fair value of derivative instruments as of September 30, 2024 and December 31, 2023:
Classification
−Removed: June 30, 2024
+Added: September 30, 2024
December 31, 2023
9 unchanged sentences
Accumulated other comprehensive loss (“AOCI”) primarily consists of foreign currency translation adjustments and changes in our forward foreign exchange contracts.
−Removed: The following table sets forth the changes in AOCI, net of tax, for the three months ended June 30, 2024:
+Added: The following table sets forth the changes in AOCI, net of tax, for the three months ended September 30, 2024:
Foreign Currency Translation Adjustments
Unrealized Gains (Losses) on Cash Flow Hedges
−Removed: Balance as of March 31, 2024
−Removed: Other comprehensive income before reclassifications
−Removed: Amounts reclassified from other comprehensive loss
−Removed: Net current period other comprehensive income
Balance as of June 30, 2024
−Removed: The following table sets forth the changes in AOCI, net of tax, for the three months ended June 30, 2023:
+Added: Other comprehensive income (loss) before reclassifications
+Added: Amounts reclassified from other comprehensive income (loss)
+Added: Net current period other comprehensive income (loss)
+Added: Balance as of September 30, 2024
+Added: The following table sets forth the changes in AOCI, net of tax, for the three months ended September 30, 2023:
Foreign Currency Translation Adjustments
Unrealized Gains (Losses) on Cash Flow Hedges
−Removed: Balance as of March 31, 2023
−Removed: Other comprehensive loss before reclassifications
+Added: Balance as of June 30, 2023
+Added: Other comprehensive (loss) income before reclassifications
Amounts reclassified from other comprehensive loss
Net current period other comprehensive (loss) income
−Removed: Balance as of June 30, 2023
+Added: Balance as of September 30, 2023
CLARUS CORPORATION
1 unchanged sentence
(in thousands, except per share amounts)
−Removed: The following table sets forth the changes in AOCI, net of tax, for the six months ended June 30, 2024:
+Added: The following table sets forth the changes in AOCI, net of tax, for the nine months ended September 30, 2024:
Foreign Currency Translation Adjustments
1 unchanged sentence
Balance as of December 31, 2023
−Removed: Other comprehensive (loss) income before reclassifications
−Removed: Amounts reclassified from other comprehensive loss
−Removed: Net current period other comprehensive (loss) income
−Removed: Balance as of June 30, 2024
−Removed: The following table sets forth the changes in AOCI, net of tax, for the six months ended June 30, 2023:
+Added: Other comprehensive income before reclassifications
+Added: Amounts reclassified from other comprehensive income (loss)
+Added: Net current period other comprehensive income
+Added: Balance as of September 30, 2024
+Added: The following table sets forth the changes in AOCI, net of tax, for the nine months ended September 30, 2023:
Foreign Currency Translation Adjustments
1 unchanged sentence
Balance as of December 31, 2022
−Removed: Other comprehensive loss before reclassifications
+Added: Other comprehensive (loss) income before reclassifications
Amounts reclassified from other comprehensive loss
−Removed: Net current period other comprehensive loss
−Removed: Balance as of June 30, 2023
−Removed: The effects on net income of amounts reclassified from unrealized gains (losses) on cash flow hedges for foreign exchange contracts for the three and six months ended June 30, 2024 and 2023, were as follows:
−Removed: Gains (losses) reclassified from AOCI to the Consolidated Statements of Comprehensive Income (Loss)
+Added: Net current period other comprehensive (loss) income
+Added: Balance as of September 30, 2023
+Added: The effects on net income of amounts reclassified from unrealized gains (losses) on cash flow hedges for foreign exchange contracts for the three and nine months ended September 30, 2024 and 2023, were as follows:
+Added: Gains reclassified from AOCI to the Consolidated Statements of Comprehensive Income (Loss)
Affected line item in the Consolidated
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
Statements of Comprehensive Income (Loss)
−Removed: June 30, 2024
−Removed: June 30, 2023
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
Foreign exchange contracts:
−Removed: Income tax expense (benefit)
+Added: Income tax expense
Amount reclassified, net of tax
10 unchanged sentences
Items Measured at Fair Value on a Recurring Basis
−Removed: Assets and liabilities measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023 were as follows:
−Removed: June 30, 2024
+Added: Assets and liabilities measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023 were as follows:
+Added: September 30, 2024
Designated forward exchange contracts
5 unchanged sentences
Derivative financial instruments are recorded at fair value based on current market pricing models.
−Removed: No nonrecurring fair value measurements existed at June 30, 2024 and December 31, 2023.
+Added: No nonrecurring fair value measurements existed at September 30, 2024 and December 31, 2023.
The Company estimated the initial fair value of the contingent consideration liabilities primarily using the Monte-Carlo pricing model.
Significant unobservable inputs used in the valuation included a discount rate of 11.5 %.
−Removed: Contingent consideration liabilities are subsequently remeasured at the estimated fair value at the end of each reporting period using financial projections of the acquired company, such as sales-based milestones and estimated probabilities of achievement,
+Added: Contingent consideration liabilities are subsequently remeasured at the estimated fair value at the end of each reporting period using
CLARUS CORPORATION
1 unchanged sentence
(in thousands, except per share amounts)
−Removed: with the change in fair value recognized in contingent consideration benefit in the accompanying consolidated statements of comprehensive income (loss) for such period.
+Added: financial projections of the acquired company, such as sales-based milestones and estimated probabilities of achievement, with the change in fair value recognized in contingent consideration benefit in the accompanying consolidated statements of comprehensive income (loss) for such period.
We measure the initial liability and remeasure the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements.
3 unchanged sentences
Impact of foreign currency exchange rates
−Removed: Balance at June 30, 2024
−Removed: As the contingent consideration liabilities are remeasured to fair value each reporting period, significant increases or decreases in projected sales, discount rates or the time until payment is made could have resulted in a significantly lower or higher fair value measurement.
+Added: Balance at September 30, 2024
+Added: As the contingent consideration liabilities are remeasured to fair value each reporting period, significant increases or decreases in projected sales, discount rates or the time until payment is made could result in a significantly lower or higher fair value measurement.
Our determination of fair value of the contingent consideration liabilities could change in future periods based on our ongoing evaluation of these significant unobservable inputs.
−Removed: As of June 30, 2024, the net sales threshold required for the payment of the TRED contingent consideration is not expected to be met.
+Added: As of September 30, 2024, the net sales threshold required for the payment of the TRED contingent consideration is not expected to be met.
STOCKHOLDERS’ EQUITY
1 unchanged sentence
The declaration and payment of future Quarterly Cash Dividends is subject to the discretion of and approval of the Company’s Board of Directors.
−Removed: On July 30, 2024 , the Company announced that its Board of Directors approved the payment on August 19, 2024 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, 2024 .
+Added: On November 6, 2024 , the Company announced that its Board of Directors approved the payment on November 27, 2024 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 November 18, 2024 .
EARNINGS (LOSS) PER SHARE
7 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
−Removed: June 30, 2024
−Removed: June 30, 2023
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: Nine Months Ended
+Added: September 30, 2024
+Added: September 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
Weighted average shares outstanding - basic
4 unchanged sentences
Net (loss) income per share:
−Removed: For the three months ended June 30, 2024 and 2023, equity awards of 5,762 and 6,082 , respectively, and for the six months ended June 30, 2024 and 2023, equity awards of 5,405 and 6,058 , respectively, were excluded from the calculation of earnings (loss) per share for these periods as they were anti-dilutive.
+Added: For the three months ended September 30, 2024 and 2023, equity awards of 5,762 and 4,922 , respectively, and for the nine months ended September 30, 2024 and 2023, equity awards of 5,217 and 5,613 , respectively, were excluded from the calculation of earnings (loss) per share for these periods as they were anti-dilutive.
STOCK-BASED COMPENSATION PLAN
4 unchanged sentences
Options Granted:
−Removed: During the six months ended June 30, 2024, the Company issued stock options for an aggregate of 1,240 shares under the 2015 Plan to directors and employees of the Company.
+Added: During the nine months ended September 30, 2024, the Company issued stock options for an aggregate of 1,240 shares under the 2015 Plan to directors and employees of the Company.
Of the 1,240 options, 1,140 options vest and become exercisable over a period of two years and 100 vest in four equal consecutive quarterly tranches from the date of grant.
4 unchanged sentences
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:
−Removed: Options Granted During the Six Months Ended June 30, 2024
+Added: Options Granted During the Nine Months Ended September 30, 2024
Number of options
13 unchanged sentences
(b) The expected term was determined based upon the underlying terms of the awards and the category and employment history of employee award recipient.
−Removed: The grant date fair value of the stock options granted during the six months ended June 30, 2024 was $ 3,798 , which will be recognized over the vesting period of the options.
+Added: The grant date fair value of the stock options granted during the nine months ended September 30, 2024 was $ 3,798 , which will be recognized over the vesting period of the options.
Restricted Stock Awards Granted:
2 unchanged sentences
The grant date fair value of the restricted stock awards was approximately $ 675 which will be amortized over the expected term of 2 years .
−Removed: The total non-cash stock compensation expense for continuing operations related to restricted stock, stock options and stock awards recorded by the Company for the three months ended June 30, 2024 and 2023 was $ 1,528 and $ 1,486 , respectively, and for the six months ended June 30, 2024 and 2023 was $ 2,706 and $ 2,772 , respectively.
−Removed: For the three and six months ended June 30, 2024 and 2023, the majority of stock-based compensation costs were classified as selling, general and administrative expenses.
−Removed: As of June 30, 2024, there were 1,176 unvested stock options and unrecognized compensation cost of $ 3,604 related to unvested stock options, as well as 1,600 unvested restricted stock awards and unrecognized compensation costs of $ 6,159 related to unvested restricted stock awards.
+Added: The total non-cash stock compensation expense for continuing operations related to restricted stock, stock options and stock awards recorded by the Company for the three months ended September 30, 2024 and 2023 was $ 1,547 and $ 1,151 , respectively, and for the nine months ended September 30, 2024 and 2023 was $ 4,253 and $ 3,923 , respectively.
+Added: For the three and nine months ended September 30, 2024 and 2023, the majority of stock-based compensation costs were classified as selling, general and administrative expenses.
+Added: As of September 30, 2024, there were 1,146 unvested stock options and unrecognized compensation cost of $ 2,849 related to unvested stock options, as well as 1,600 unvested restricted stock awards and unrecognized compensation costs of $ 5,249 related to unvested restricted stock awards.
RESTRUCTURING
Starting in 2023, the Company began incurring expenses to facilitate long-term sustainable growth through cost reduction actions, consisting of employee reductions, facility rationalization and contract termination costs.
−Removed: During the three months ended June 30, 2024 and 2023, the Company incurred $ 161 and $ 736 , respectively, and during the six months ended June 30, 2024 and 2023, the Company incurred $ 531 and $ 736 , respectively, of restructuring charges related to these actions.
+Added: During the three months ended September 30, 2024 and 2023, the Company incurred $ 478 and $ 1,076 , respectively, and during the nine months ended September 30, 2024 and 2023, the Company incurred $ 1,009 and $ 1,812 , respectively, of restructuring charges related to these actions.
The Company has incurred $ 4,232 of cumulative restructuring charges since the commencement of restructuring actions in 2023.
The Company accrues for restructuring costs when they are probable and reasonably estimable.
−Removed: These costs include severance costs, exit costs, and other restructuring costs and are included in Restructuring charges in the condensed
+Added: These costs include severance costs, exit costs, and other restructuring costs and are included in restructuring
CLARUS CORPORATION
1 unchanged sentence
(in thousands, except per share amounts)
−Removed: consolidated statements of comprehensive income (loss).
+Added: charges in the condensed consolidated statements of comprehensive income (loss).
Severance costs primarily consist of severance benefits through payroll continuation, conditional separation costs and employer tax liabilities, while exit costs primarily consist of lease exit and contract termination costs.
3 unchanged sentences
The Company anticipates completing these restructuring activities in 2025.
−Removed: The following table summarizes the restructuring charges, payments and the remaining liabilities related to restructuring costs at June 30, 2024, which are included within accrued liabilities in the condensed consolidated balance sheets:
+Added: The following table summarizes the restructuring charges, payments and the remaining liabilities related to restructuring costs at September 30, 2024, which are included within accrued liabilities in the condensed consolidated balance sheets:
Balance at December 31, 2023
5 unchanged sentences
Asset impairments
−Removed: Balance at June 30, 2024
+Added: Balance at September 30, 2024
COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS
16 unchanged sentences
In January 2021, Black Diamond Equipment, Ltd.
−Removed: (“BDEL”) wrote to the U.S.
−Removed: Consumer Product Safety Commission (“CPSC”) outlining its new cradle solution for certain models of its avalanche beacon transceivers to prevent such transceivers from switching unexpectedly out of “send” mode.
+Added: (“BDEL”) wrote to the CPSC outlining its new cradle solution for certain models of its avalanche beacon transceivers to prevent such transceivers from switching unexpectedly out of “send” mode.
The proposed new cradle solution was designed to improve transceiver safety by locking the transceiver into “send” mode prior to use so that it would not switch unexpectedly out of “send” mode.
8 unchanged sentences
On September 6, 2023, the CPSC requested further clarification and information regarding the reed switch issue, to which BDEL responded on October 6 and 13, 2023.
−Removed: By letters dated October 12, 2023 and December 18, 2023, BDEL was notified by the CPSC that the agency staff has concluded we failed to timely meet our statutory reporting obligations under the Consumer Product Safety Act with respect to certain models of BDEL’s avalanche transceivers switching unexpectedly out of “send” mode and certain models of BDEL’s avalanche transceivers not switching from “send” mode into “search” mode, that we made a material misrepresentation in a report to the CPSC, and that the agency staff intends to recommend that the CPSC impose civil monetary penalties of $ 16,135 and $ 9,000 , respectively, for the two matters described above.
−Removed: On November 20, 2023 and February 8, 2024, respectively, we submitted a comprehensive response disputing the CPSC’s findings and conclusions in the October 12, 2023 and December 18, 2023 letters, including the amount of any potential penalties.
+Added: By letters dated October 12, 2023 and December 18, 2023, BDEL was notified by the CPSC that the agency staff has concluded BDEL failed to timely meet our statutory reporting obligations under the Consumer Product Safety Act with respect to certain models of BDEL’s avalanche transceivers switching unexpectedly out of “send” mode and certain models of BDEL’s avalanche transceivers not switching from “send” mode into “search” mode, that BDEL made a material misrepresentation in a report to the CPSC, and that the agency staff intends to recommend that the CPSC impose civil monetary penalties of $ 16,135 and $ 9,000 , respectively, for the two matters described above.
+Added: On November 20, 2023 and February 8, 2024, respectively, BDEL submitted a comprehensive response disputing the CPSC’s findings and conclusions in the October 12, 2023 and December 18, 2023 letters, including the amount of any potential penalties.
The CPSC ultimately disagreed with our position and the agency staff has restated their recommendation for the monetary penalties which the Company intends to strongly contest and vigorously defend against.
−Removed: Walbrecht, the former President of BDEL and the Company, received a letter from the CPSC dated June 25, 2024 alleging that in his personal capacity he knowingly violated the Consumer Product Safety Act by failing to timely report that the beacons in question contained a defect.
+Added: Walbrecht, the former President of BDEL and the Company, received a letter from the CPSC dated June 25, 2024 alleging that in his personal capacity he knowingly violated the Consumer Product Safety Act by failing to timely report the occurrence resulting in beacons switching unexpectedly out of “send” mode.
The staff of the CPSC recommended a $ 5,000 fine against Mr.
1 unchanged sentence
Pursuant to the Company’s by-laws, the Company has agreed to indemnify Mr.
−Removed: Walbrecht and advance his legal fees, and he has provided an undertaking to the Company that the Company will be entitled to recover those expenses if it is ultimately determined that he was not entitled to indemnification.
−Removed: Based on currently available information, the Company believes an unfavorable outcome is probable, however, we cannot reasonably estimate on what terms or if this matter will be resolved.
−Removed: During the six months ended June 30, 2024, the Company recorded a liability of $ 2,500 representing the low end of the range of our estimated exposure.
+Added: Walbrecht and pay his legal fees, and he has provided an undertaking to the Company that the Company will be entitled to recover those expenses if it is ultimately determined that he was not entitled to indemnification.
+Added: On August 26, 2024, Mr.
+Added: Walbrecht’s independent counsel responded to the CPSC, denying the allegations of its June 25 letter and rejecting its demand for a penalty.
+Added: Based on currently available information, the Company believes an unfavorable outcome with the CPSC is probable, however, we cannot reasonably estimate on what terms this matter will be resolved.
+Added: During the nine months ended September 30, 2024, the Company recorded a liability of $ 2,500 representing the low end of the range of our estimated exposure.
The Company does not have a better estimate of the loss;
−Removed: therefore the low-end of the range was recorded as an accrued liability during the first quarter of 2024 and a corresponding expense is included in legal costs and regulatory matter expenses in the consolidated statements of comprehensive income (loss).
+Added: therefore the low-end of the range was recorded as an
CLARUS CORPORATION
1 unchanged sentence
(in thousands, except per share amounts)
+Added: accrued liability during the first quarter of 2024 and a corresponding expense is included in legal costs and regulatory matter expenses in the consolidated statements of comprehensive income (loss).
We believe it is reasonably possible that a change in our ability to estimate the amount of loss could occur in the near term and that the change in the estimate could be material.
1 unchanged sentence
Any penalties imposed by the CPSC or other regulators, could be costly to us and could damage our business and reputation as well as have a material adverse effect on the Company’s liquidity, stock price, consolidated financial position, results of operations and/or cash flows.
−Removed: During the three months ended June 30, 2024 and 2023, the Company incurred legal expenses of $ 180 and $ 107 , respectively, and during the six months ended June 30, 2024 and 2023, the Company incurred legal expenses of $ 385 and $ 163 , respectively, in efforts to resolve this matter.
+Added: During the three months ended September 30, 2024 and 2023, the Company incurred legal expenses of $ 194 and $ 53 , respectively, and during the nine months ended September 30, 2024 and 2023, the Company incurred legal expenses of $ 579 and $ 216 , respectively, in efforts to resolve this matter.
These legal expenses are included in legal costs and regulatory matter expenses in the consolidated statements of comprehensive income (loss).
−Removed: Clarus Corporation against HAP Trading, LLC and Harsh A.
+Added: Clarus Corporation v.
+Added: HAP Trading, LLC and Harsh A.
On September 23, 2022, the Company filed a lawsuit in the United States District Court for the Southern District of New York against HAP Trading, LLC and Harsh A.
3 unchanged sentences
On March 8, 2024, the Company filed a lawsuit in the United States District Court for the Southern District of New York against Caption Management, LLC, Caption Partners II LP, Caption GP, LLC, William Cooper and Jason Strasser (“Caption Management”), seeking disgorgement of profits from transactions in the Company’s stock and related derivative securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended.
−Removed: During the three months ended June 30, 2024, and 2023, the Company incurred legal expenses of $ 219 and $ 248 , respectively, and during the six months ended June 30, 2024 and 2023, the Company incurred legal expenses of $ 516 and $ 320 , respectively, in the efforts to bring the cases against HAP Trading and Caption Management to trial.
+Added: During the three months ended September 30, 2024, and 2023, the Company incurred legal expenses of $ 200 and $ 526 , respectively, and during the nine months ended September 30, 2024 and 2023, the Company incurred legal expenses of $ 716 and $ 846 , respectively, in the efforts to bring the cases against HAP Trading and Caption Management to trial.
These legal expenses are included in legal costs and regulatory matter expenses in the consolidated statements of comprehensive income (loss).
The Company’s U.S.
−Removed: federal statutory tax rate of 21 % and its foreign operations have statutory tax rates of approximately 23 % in Austria, 28 % in New Zealand, and 30 % in Australia.
−Removed: The difference between the Company’s estimated effective tax rate benefit of 24.4 % for the three months ended June 30, 2024, and the U.S.
−Removed: federal statutory tax rate of 21 % was primarily due to the impact of stock compensation and research and experimentation expenditures and credits in the second quarter of 2024.
−Removed: The difference between the Company’s estimated effective tax rate benefit of 18.0 % for the six months ended June 30, 2024, and the U.S.
−Removed: federal statutory tax rate of 21 % was primarily due to the impact of stock compensation and research and experimentation expenditures and credits in the first half of 2024.
+Added: federal statutory tax rate is 21 % and its foreign operations have statutory tax rates of approximately 23 % in Austria, 28 % in New Zealand, and 30 % in Australia.
+Added: The difference between the Company’s estimated effective tax rate benefit of 17.4 % for the three months ended September 30, 2024, and the U.S.
+Added: federal statutory tax rate of 21 % was primarily due to the impact of stock compensation and research and experimentation expenditures and credits in the third quarter of 2024.
+Added: The difference between the Company’s estimated effective tax rate benefit of 17.9 % for the nine months ended September 30, 2024, and the U.S.
+Added: federal statutory tax rate of 21 % was primarily due to the impact of stock compensation and research and experimentation expenditures and credits in the first three quarters of 2024.
As of December 31, 2023, the Company’s gross deferred tax asset was $ 39,893 .
The Company has recorded a valuation allowance of $ 714 , resulting in a net deferred tax asset of $ 39,179 , before deferred tax liabilities of $ 34,434 .
−Removed: The Company has provided a valuation allowance against a portion of the deferred tax assets as of June 30, 2024 and December 31, 2023, because the ultimate realization of those assets did not meet the more-likely-than-not criteria.
−Removed: Part of the Company’s
CLARUS CORPORATION
1 unchanged sentence
(in thousands, except per share amounts)
−Removed: deferred tax assets consist of net operating loss carryforwards (“NOLs”) for federal tax purposes.
+Added: has provided a valuation allowance against a portion of the deferred tax assets as of September 30, 2024 and December 31, 2023, because the ultimate realization of those assets did not meet the more-likely-than-not criteria.
+Added: Part of the Company’s deferred tax assets consist of net operating loss carryforwards (“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.
1 unchanged sentence
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.
−Removed: 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.
+Added: 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 sheets 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.
−Removed: As of June 30, 2024, we had approximately $ 17,000 in U.S.
+Added: As of September 30, 2024, we had approximately $ 18,000 in U.S.
net deferred tax assets.
−Removed: These deferred tax assets are estimated to reverse into NOL carryforwards that can be used to offset taxable income and reduce income taxes payable in future periods.
+Added: These deferred tax assets are expected to reverse into NOL carryforwards that can be used to offset taxable income and reduce income taxes payable in future periods.
At this time, we consider it more likely than not that we will have sufficient taxable income in future periods that will allow us to realize these deferred tax assets.
However, unless we can generate sufficient taxable income from our future operations, a valuation allowance to reduce our U.S.
−Removed: deferred tax assets may be required, which would materially increase our expenses in the period the allowance is recognized and have a material adverse effect on our results of operations and consolidated financial position.
+Added: deferred tax assets may be required, which would materially increase our income tax expense in the period the allowance is recognized and have a material adverse effect on our results of operations and consolidated financial position.
As of December 31, 2023, the Company had NOLs and research and experimentation credit for U.S.
14 unchanged sentences
Each segment is described below:
−Removed: ● Our Outdoor segment, which includes Black Diamond Equipment and PIEPS, 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.
−Removed: Our Outdoor segment offers a broad range of products including:
−Removed: high-performance, activity-based apparel (such as shells, insulation, midlayers, pants and logowear);
−Removed: rock-climbing footwear and equipment (such
+Added: ● Our Outdoor segment, which includes Black Diamond Equipment and PIEPS, 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
CLARUS CORPORATION
1 unchanged sentence
(in thousands, except per share amounts)
−Removed: as carabiners, protection devices, harnesses, belay devices, helmets, and ice-climbing gear);
+Added: Our Outdoor segment offers a broad range of products including:
+Added: high-performance, activity-based apparel (such as shells, insulation, midlayers, pants and logowear);
+Added: 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;
8 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
−Removed: June 30, 2024
−Removed: June 30, 2023
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: Nine Months Ended
+Added: September 30, 2024
+Added: September 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
Sales to external customers:
15 unchanged sentences
(in thousands, except per share amounts)
−Removed: Total assets by segment, as of June 30, 2024 and December 31, 2023, were as follows:
−Removed: June 30, 2024
+Added: Total assets by segment, as of September 30, 2024 and December 31, 2023, were as follows:
+Added: September 30, 2024
December 31, 2023
1 unchanged sentence
Three Months Ended
−Removed: Six Months Ended
−Removed: June 30, 2024
−Removed: June 30, 2023
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: Nine Months Ended
+Added: September 30, 2024
+Added: September 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
Capital expenditures:
8 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.