XML 20 R9.htm IDEA: XBRL DOCUMENT
v3.24.3

ACQUISITIONS | 9 Months Ended
--- | ---
Sep. 30, 2024
ACQUISITIONS |
ACQUISITIONS | NOTE 2. ACQUISITIONS TRED On September 13, 2023, Clarus entered into a Share Purchase Agreement (the “TRED Purchase Agreement”) to acquire TRED Outdoors Pty Ltd. (“TRED”), which subsequently closed on October 9, 2023. 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 TRED (the “TRED Acquisition”). The Company acquired TRED for an aggregate purchase price of $AUD 10,741 (approximately $6,849), subject to a post-closing adjustment, comprised of $AUD 8,875 (approximately $5,659) cash, 179 shares of the Company’s common stock valued at $1,069, and additional consideration described below. The TRED Purchase Agreement provides for the payment of additional contingent consideration of up to $AUD 1,000 (approximately $638) in cash upon the satisfaction of certain net sales targets (the “TRED Contingent Consideration”). 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. 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. The Company believes the acquisition of TRED will 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. 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 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. Goodwill for TRED is included in the Adventure segment. The goodwill consists largely of the growth and profitability expected from the acquisition. ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | TRED
​ | ​ | October 9, 2023
​ | ​ | Number of Shares | ​ | Estimated Fair Value
​ | ​ | ​ | ​ | ​ | ​
Cash paid | ​ | - | ​ | $ | 5,659
​ | ​ | ​ | ​ | ​ | ​
Issuance of shares of Clarus Corporation | ​ | 179 | ​ | ​ | 1,069
​ | ​ | ​ | ​ | ​ | ​
Contingent consideration | ​ | - | ​ | ​ | 121
​ | ​ | ​ | ​ | ​ | ​
Total purchase consideration | ​ | 179 | ​ | $ | 6,849
​ | ​ | ​ | ​ | ​ | ​
Assets acquired and liabilities assumed | ​ | ​ | ​ | ​ | ​
Assets | ​ | ​ | ​ | ​ | ​
Cash | ​ | ​ | ​ | $ | 11
Accounts receivable | ​ | ​ | ​ | ​ | 1,000
Inventories | ​ | ​ | ​ | ​ | 1,006
Prepaid and other current assets | ​ | ​ | ​ | ​ | 11
Property and equipment | ​ | ​ | ​ | ​ | 195
Other intangible assets | ​ | ​ | ​ | ​ | 3,305
Goodwill | ​ | ​ | ​ | ​ | 2,832
Total assets | ​ | ​ | ​ | ​ | 8,360
​ | ​ | ​ | ​ | ​ | ​
Liabilities | ​ | ​ | ​ | ​ | ​
Accounts payable and accrued liabilities | ​ | ​ | ​ | ​ | 638
Deferred income taxes | ​ | ​ | ​ | ​ | 873
Total liabilities | ​ | ​ | ​ | ​ | 1,511
​ | ​ | ​ | ​ | ​ | ​
Net Book Value Acquired | ​ | ​ | ​ | $ | 6,849
​ 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 acquisitions, the Company acquired exclusive rights to TRED’s trademarks, customer relationships, product technologies, and tradenames. The amounts assigned to each class of intangible asset, other than goodwill acquired, and the related average useful lives are as follows: ​
​ | ​ | ​ | ​ | ​
​ | TRED
​ | ​ | ​ | Average
​ | Gross | Useful Life
​ | ​ | ​ | ​ | ​
Intangibles subject to amortization | ​ | ​ | ​ | ​
Customer relationships | $ | 1,249 | ​ | 8.0 years
Product technologies | ​ | 394 | ​ | 6.0 years
Tradenames | ​ | 1,662 | ​ | 12.0 years
Intangibles not subject to amortization | ​ | ​ | ​ | ​
Trademarks | ​ | - | ​ | N/A
​ | $ | 3,305 | ​ | 9.8 years
​ 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. TRED revenue and operating income are included in the Adventure segment. Total revenue and net income of TRED from the date of acquisition to December 31, 2023 were not material to the Company’s condensed consolidated financial statements.

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration