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8-K - Clarus Corp | v192532_8k.htm |
Investor /
Analyst Presentation August 5,
2010
Forward
Looking Statements This
presentation -looking statements” within the meaning includes “forward Reform
Act of1995. Black Diamond Equipment (“Black “plans,” “expects,” “intends,”
“future,” -looking statements. These”will,” and forward-looking statements
involve a number of risks, uncertainties and assump’tions which are difficult to
predict. Black Diamond
you that any forward-looking statement is not a guarantee of future performance
and that actual results could differ materially from those contained in the
forward-looking statement. Examples of forward-looking statements include, but
are not limited to: (i) statements about the benefits of the acquisitions of
Black Diamond Equipment, Ltd. and Gregory Mountain Products, Inc., including
future financial and operating results that may be realized from the
acquisitions; (ii) statements of plans, objectives and expectations of Black
Diamond or its management or Board of Directors; (iii) statements of future
economic performance; and (iv) statements of assumptions underlying such
statements and other statements that are not historical facts. Important factors
that could cause actual results to differ materially from those indicated by
such forward-looking statements include, but are not limited to: (i) our ability
to successfully integrate our recent acquisitions; (ii) our ability to realize
financial or operating results as expected; (iii) material differences in the
actual financial results of the mergers compared with expectations, including
the impact of the mergers on conditions and the impact they may have on Black
Diamond and our customers or demand for products; (v) our ability to implement
our acquisition growth strategy or obtain financing to support such strategy;
(vi) the loss of any member of our senior management or certain other key
executives; (vii) our ability to utilize our net operating loss carry forward;
and (viii) our ability to adequately protect our intellectual property rights.
Additional factors that could cause Black Diamond’s results to differ -looking
statements can bematerially from found in the “Risk Factors” section of Black
Diamond’s including its latest annual report on Form 10-K and most recently
filed Forms 8-K and 10-Q, which may be obtained at our web site at
www.claruscorp.com or the Securities forward-looking statements included in this
presentation are based upon information available to Black Diamond as of the
date of this presentation, and speak only as the date hereof. We assume no
obligation to update any forward-looking statements to reflect events or
circumstances after the date of this presentation.
Video
Investment
Considerations Formative
transaction creates “pure play” in the A leading
global designer, manufacturer and distributor of technical outdoor recreation
equipment and lifestyle products for climbers, alpinists, hikers, freeride
skiers, and outdoor enthusiasts and travelers Targeting
$500 million of revenue in next five years through combination of organic growth
and targeted acquisitions History of
continuous product development Experienced
management team with significant ownership Well-capitalized
balance sheet Anticipating
cost synergies and near-term revenue synergies Strong
partnerships with leading global retailers Intimate
relationship with consumers / user communities Champion of
environmental stewardship and corporate social responsibility
Black Diamond
Equipment Board of Directors Warren B.
Kanders, Executive Chairman - Chairman
and Chief Executive Officer of Armor Holdings, Inc. (NYSE: AH),
1996 2007 - Founder and
Vice Chairman of the Board of Benson Eyecare Corporation (NYSE: EYE) Robert R.
Schiller, Executive Vice Chairman - Director,
2005 2007; President, 2004 2007; Chief Operating Officer,
2003 2007, of Armor Holdings, Inc. Peter
Metcalf, President and Chief Executive Officer - Co-founded
Black Diamond Equipment, Ltd. in 1989;1982 - present Philip N.
Duff, Director - 15 Years
with Morgan Stanley, Chief Financial Officer of Morgan Stanley - Original
investor in Black Diamond Equipment, Ltd. Michael A.
Henning, Director, Chairman of the Audit Committee - Deputy
Chairman of Ernst & Young, 1978 - 2000 - Vice
Chairman of Tax Services, Ernst & Young,1991 - 1993 Donald L.
House, Director, Chairman of the Compensation Committee - Technology
industry executive; private investor Nicholas
Sokolow, Director, Chairman of the Nominating and Governance Committee - Partner at
Lebow & Sokolow LLP
Black Diamond
Equipment Management Team Peter
Metcalf, President and Chief Executive Officer, 28 years with BDE - Co-founded
Black Diamond Equipment, Ltd. in 1989 Robert Peay,
Chief Financial Officer and Secretary, 14 years with BDE - Accounting
Manager, Financial Controller and Chief Financial Officer of Black Diamond - Arthur
Andersen Christian
Jaeggi, Head of BD Europe, 14 years with BDE - Established
Black Diamond European headquarters in 1997 - Mammut
Ryan Gellert,
Head of BD Asia, 10 years with BDE - Purchasing,
Planning, and Logistics departments of Black Diamond - J.D.
University of Utah Rick Luskin,
General Counsel, 11 years with BDE - Personal
counsel to Frank Wells, President of the Walt Disney Company - Litigator,
Bingham McCutchen
Black Diamond
Equipment Management Team VP of Product
Development, 8 years with BDE - Director of
Product Creation for Reef - Nike, The
North Face, and Giro VP of Sales,
17 years with BDE - President
of Entre Prises, climbing wall manufacturer - Co-founder
and senior manager of Metolius Mountain Products VP of
Operations, 15 years with BDE - Production
Planner - U.S.
Olympic Whitewater Kayak team. VP of
Marketing, 4 years with BDE - Product
Marketing Manager at Patagonia, Inc., 10 years with Patagonia VP of Systems
Integration, 19 years with BDE - CFO and IT
Director from 2000-2007, and a member of the Board of Directors from 2000-2010
- VP of
Finance of Skullcandy Inc., consumer electronics company VP of MIS, 9
years with BDE - Project
manager and software engineer at Boeing
Corporate
Structure Leverage
Global Operating Platform Black Diamond
Equipment, Inc. Future Brands
Heritage and
History 1957
Chouinard Equipment, Ltd. founded by Yvon Chouinard with his purchase of a
second-hand coal-fired forge to make hard-steel pitons for use in Yosemite
Valley 1972
Introduces new aluminum chockstone, called Hexentrics 1982 Peter
Metcalf hired to run Chouinard Equipment, a $900,000 annual revenue company
1989 Metcalf
and employees purchase assets of Chouinard Equipment Ltd. and rename the company
Black Diamond Equipment, Ltd. 1996 Black
Diamond Europe founded; company receives CE certification 1997 Acquires
Bibler Tents 1998 Acquires
Franklin Climbing 1999
Introduces Avalung; acquires Ascension Skins 2002 Black
Diamond Asia founded 2010 Black
Diamond Equipment goes public on NASDAQ (BDE) through a combination with Clarus
and Gregory Mountain Products
Heritage and
History 1965 At age
14, Wayne Gregory designs his first backpack as part of a Boy Scout project
1970 Wayne
starts his first company, Sunbird, with the goal of producing advanced external
frame packs 1973 Peter
Metcalf uses a Sunbird pack for his Alaskan first ascent 1977 Wayne
founds Gregory Mountain Products in San Diego, California 1977 Gregory
forms relationship with Japanese distributor A&F 1980’s
Gregory develops first backpacks in different frame, harness and waist belt
sizes 1990’s
Gregory develops the center-locking bar tack for increased strength at major
stress points 2008 Retail
store opens in Tokyo, Japan selling exclusively Gregory products 2009 Retail
store opens in Seoul, South Korea selling exclusively Gregory products
The Black
Diamond Code We should
always aim to be the best at what we do and be the market leader Our products
and passion should be toward building a true global presence Our efforts
should always support the foundation of the industry, the specialty retailer
We create
long-term partnerships with companies we do business with at every step of the
value chain We should aim
to be easy to do business with Be a fierce
competitor in your pursuit of perfection but always with the highest ethical
standards Aim to
develop a sustainable competitive advantage in every facet of the business Success is a
result of its employees, hard work and dedication and that success should always
be shared The work
environment should be a safe, personally fulfilling place for all employees all
the time We champion
the preservation of, and access to, mountain and crag environments around the
world while working to minimize our own environmental footprint
Black Diamond
Markets to a Wide Variety of Passionate Outdoor Enthusiasts Around the World
Black Diamond
Creates Products Out of Necessity Not Fashion or Fad Black Diamond
began as a Company fueled by providing innovative and leading edge products to
customers who demand the best Creating
superior technical products Each product
is designed and crafted for a specific need or to perform a specific function
from the ground up Company free
from meeting any pre-conceived notions be it hoped for market
success, competitive pressures, or hype and focus on meeting specific
needs of its customers Each product
is crafted out of the most appropriate, high quality materials in partnership
with our top suppliers Each product
undergoes a rigorous, multi-step testing process, surpassing the performance
limits the product would experience in real life use And all of
this process is done in the “Black
Our Products
- Climbing Carabiners
and quick draws Harnesses
Belay and
rappel Protection
Chalk bags
Dogbones and
runners Helmets Climbing
packs
Our Products
- Climbing
Our Products
- Skiing Skis Boots Bindings
Poles Snow gloves
Skins Avalung Snow safety
Snow packs
Our Products
- Skiing
Our Products
- Mountain Lighting
Trekking
poles Gloves Technical
mountaineering packs Backpacking
Backpacking
ventilated Hiking
ventilated All mountain
packs Active trail
Shelter Gaiters Tents Accessories
Our Products
- Mountain
Our Products
- Lifestyle High-end
daypacks Japanese/other
Asian lifestyle Shoulder bags
and carry-alls Satchels Duffle bags
Rain covers
Clothing
Our Products
- Lifestyle
Brand
Positioning - Climbing High Brand
Cachet Arc’Teryx
Five
Ten Patagonia Misty Sterling
Petzl Mountain Rope prAna Wild Mammut
Krieg
Country Edelrid La Sportiva Narrow
Product Range Broad Product Range Camp Metolius
Grivel Evolv Mont Blanc DMM Trango
Omega
Red Chili Pacific Mad
Rock Voodoo Climbing Low Brand
Cachet
Brand
Positioning Skiing High Brand
Cachet Atomic Line
Salomon
Nordica Scott Volkl K2 Marker
Tecnica Dynastar Rossignol Narrow
Product Range Broad Product Range Lange Voile
G3 bca Fischer Swix
Karhu
Dynafit Leki Low Brand
Cachet
Brand
Positioning - Mountain High Brand
Cachet Patagonia The
North Face Osprey Mountain MSR Dakine
Cloudveil Hard Wear OR Marmot Kelty Narrow
Product Range Broad Product Range deuter Go Lite
Sierra Big Agnes Designs REI Leki Eastern Vaude
Mountain Sports Gordini Low Brand
Cachet
Accolades
Winner of
“REI Vendor of the Year” in both specific Consistently
rank as one of the top vendors to key dealers Winner of
product and category awards from industry magazines Outside, Backpacker, Powder,
Ski, Skiing, Climb, Rock & Ice and many others Outside
Magazine 2009/2010 Gear of the Year Award, Gregory Targhee backcountry pack
State of
Utah’s technical manufacturer of the year Women’s
Adventure, April 2009, Gregory Jade 25 Wins Editor’s Choice Award Utah small
business person of the year, Peter Metcalf Ernst &
Young’s Entrepreneur Team of the Year award
Environmentalism
and Corporate
Social Responsibility Black Diamond
and our employees support a number of non-profit organizations that help the
Outdoor industry, our community, and the environment Black Diamond
initiated a solid waste recycling program in 2007 - Recycled
approximately 60% of total solid waste stream - Reduction
in greenhouse gas emissions of approximately 510 tons CO2e, an amount equivalent
to driving 720,000 miles Products
built to minimize our environmental footprint Headquarters
facility has engaged in a series of energy efficiency projects - Duro-Last
roofing - T8 lighting
- High
efficiency HVAC
Product and
Market Diversification Categories
Markets 20% 32% 50% 53% 27% 18% Climb Ski
Mountain North America Europe Rest of World Significant
R&D capabilities and pipeline Diversified geographies and channels for new
product introductions
Global
Operations BD: Salt Lake
City, UT Headquarters,
manufacturing and distribution center Gregory: Japan 250+
employees Sales and
marketing 3 employees
Gregory:
Sacramento, CA Gregory,
sales and marketing BD: Basel, Switzerland 43 employees
Sales
and marketing, distribution Gregory:
Calexico, CA 31+ employees
BD: Zhuhai, China Production
Manufacturing
and 50 employees
distribution 113+
employees 40+
Distributors worldwide Dedicated
Gregory retail stores in Japan and South Korea Retail store
in Salt Lake City 28
Salt Lake
City, UT - Headquarters 250+
employees Manufacturing
and office facility - ISO 9001
certified - 3 Sigma
testing of personal protective equipment Distribution
Center - Quality
assurance Product
testing Research and
Design Retail store
Indoor
climbing
Zhuhai,
China Manufacturing and Distribution In 2006,
Black Diamond Equipment Asia was established in southeast China - Black
Diamond built, owned and managed facility that is operated and staffed by Black
Diamond employees - The
manufacturing standards are identical to Salt Lake City factory Manufacture
and assemble product Serve as a
global distribution hub Support
product design and development activities Assist in the
sourcing of raw materials, components, and finished goods Provide
on-site quality assurance and inspection Drive BD
brand-building efforts throughout China
Zhuhai,
China Manufacturing and Distribution
Zhuhai,
China Manufacturing and Distribution
Growth
through New Product Development Express Ice
Screw, Move HQ to Salt HotWire carabiner Adopt 3 Sigma acquire Bibler Lake City
Tents 1989 1992
1994 1996 1991 1993
1995 1997 Black Diamond
Riva T1, first plastic FlickLock Europe, ISO 9001
certified telebinding telemark boot adjustable pole BD becomes CE
certified Black Diamond
holds over 60 patents and over 25 registered trademarks
Growth
through New Product Development C3 Camalots,
O1 AvaLung and
Freeride boots, Viper Ice Tool telebindings and Acension Skins BD UIAA certified
AvaLung packs 1998 2001
2004 2007 2009 1999 2002
2006 2008 Half Dome
helmet, Moonlight and
Hot forged acquire Franklin Black Diamond Asia SpaceShot carabiners and Climbing
is founded headlamps Freeride skis Black Diamond
Equipment has grown at a revenue CAGR averaging approximately 14% over the last
21 years
Areas of
Expansion Organic and Acquisition Technical
clothing Technical
footwear Mountain
apparel / products Lifestyle
apparel / products Military
Helmets Goggles Sunglasses
Electronics
The
Opportunity Hunting /
Camping / Hiking / Climbing Snowboard / Ski Fashion Workwear Fishing Mountain
Hardware Spyder Moncler Timberland
The North Face Burton Pro Patagonia Bogner Wolverine Rossignol Oakley Bulwark
Nike
ACG Timberland Orvis K2 Arc’teryx Premium Descente UGG
Hunter
Under Merrell Rocky Armour LaCrosse Helly Hansen Skullcandy Barbour Ride Analog
Arbor Salomon Bass Cabela’s
Outdoor
Research Keen Atomic Pro PL PL
Cloudveil Sorel Sessions Special Blend Armada SmartWool 686 Marmot Nordic Gear
Sitka Asolo Outback Field
& Red Columbia Stream Kap Drake Primos Teva Obermeyer Carhartt Woolrich Red
Head Dri-Duck White Sierra Rockport Medalist Stansport Value Hi-Tec Bonfire
Icebreaker Camelbak Asolo Dickie’s Xtek Wildfowler Outfitter Cannondale
Castelli Artic Shield Master Annual Sales
($US) Sportsman Browning Ahnu
REI <$250mm
$250-$500mm >$500mm Moose Jaw ____________________
____________________ Note: Excludes equipment
companies and sales. Note:
Excludes equipment companies and sales.
Pure Play in
Active Outdoor Lifestyle Markets $US in
millions CY 2010E Price % of
52- Valuation EBITDA EV / Sales EV / EBITDA P/E PEG Div Company 7/22/10 Wk high
Equity Enterprise Revenue margin 2009A 2010E 2011E 2009A 2010E 2011E 2010E 2011E
Ratio yield Nike Inc.
$71.56 91.1% $34,565 $30,011 19,673 14.2% 1.63x 1.53x 1.43x 10.8x 10.7x 9.2x
18.4x 15.7x 1.3x 1.5% V.F. Corporation 78.40 87.9% 8,632 9,273 7,541 15.1% 1.28
1.23 1.17 9.0 8.1 7.5 13.0 11.9 1.1 3.0% Jarden Corp. 29.36 83.6% 2,707 4,680
5,841 11.6% 0.91 0.80 0.76 7.9 6.9 6.3 10.7 9.2 0.9 1.1% Amer Sports Corp. 10.83
92.1% 1,312 1,631 2,107 7.9% 0.74 0.77 0.74 16.2 9.8 8.3 18.9 13.4 0.5 1.9%
Quiksilver Inc. 4.13 67.8% 548 1,290 1,829 10.6% 0.66 0.71 0.68 7.0 6.7 5.7 20.2
12.3 0.9 n.a. Columbia Sportsw ear Company 48.22 80.2% 1,629 1,230 1,418 9.8%
0.99 0.87 0.82 9.9 8.9 7.5 21.6 17.7 1.7 1.5% Billabong International Ltd. 8.03
73.0% 2,033 2,213 1,394 18.3% 1.55 1.59 1.44 9.1 8.7 7.4 13.7 11.8 1.2 3.9%
Timberland Co. 17.33 72.4% 929 690 1,355 10.4% 0.54 0.51 0.49 6.5 4.9 4.4 13.6
12.6 n.a. n.a. Wolverine World Wide Inc. 27.88 86.1% 1,383 1,273 1,208 13.8%
1.16 1.05 0.99 9.2 7.7 7.1 13.4 12.3 0.8 1.5% Under Armour, Inc. 37.00 95.2%
1,876 1,728 982 13.4% 2.02 1.76 1.53 15.2 13.1 11.5 33.5 28.7 1.4 n.a. Deckers
Outdoor Corp. 47.61 84.8% 1,842 1,509 925 23.6% 1.86 1.63 1.46 7.8 6.9 6.3 14.3
12.8 0.5 n.a. Lululemon Athletica Inc. 40.49 87.1% 2,870 2,696 636 25.8% 5.95
4.24 3.52 25.0 16.5 13.4 35.0 28.4 1.0 n.a. Black Diamond Equipment 500+ Volcom
Inc. 18.71 75.5% 456 347 320 13.9% 1.24 1.08 0.98 9.5 7.8 6.8 17.2 15.3 1.0 n.a.
Rocky Brands, Inc. 7.10 66.6% 53 96 245 7.4% 0.42 0.39 0.38 6.1 5.3 5.1 10.3 8.4
0.8 n.a. Lacrosse Footw ear Inc. 17.60 83.8% 113 96 155 10.4% 0.69 0.62 0.58 8.5
5.9 5.3 14.3 14.8 0.8 3.2% Black Diamond Equipment 6.70 85.9% 146 165 120 -125
n.a. n.a. 1.35 n.a. n.m. n.a. n.a. n.a. n.a. n.a. n.a. Mean 82.1%
13.7% 1.44x 1.26x 1.13x 10.5x 8.5x 7.5x 17.9x 15.0x 1.0x 2.2% Median 84.3% 13.4%
1.16x 1.07x 0.98x 9.1x 7.8x 7.1x 14.3x 12.8x 1.0x 1.7% Notes: Per share
values based on common shares outstanding as of latest SEC filings. Data from
Capital IQ.
Q2 2010 Press
Release Summary Selected
Balance Sheet Information Pro Forma Revenues and Gross Profit $US in
millions $US in millions June 30, 2010
3 months 6 months (Unaudited)
ended ended 6/30/2010 6/30/2010 Cash $ 3.3 Total revenue 23.7 56.8 Net deferred
assets Gross profit
(3) 9.422.5 Deferred tax asset prior year NOLs $ 65.0 Margin 39.8%
39.7% Deferred tax
asset for GMP note discount 3.0 DTL - purchase accounting (18.3) DTL - other
(0.8) Total
deferred tax assets, net $ 48.9 Debt Revolving
credit facility (1) 9.9 5% subordinated notes due 2017 (2) 13.2 Capital leases
0.4 Total Debt $
23.6 Total
Stockholders’ Equity 163.7 Equity Value
per Share $ 7.56 Notes: (1) Company
has a $35 million revolving credit facility with Zion’s Bank. (2) Fair
market value. (3) Three and
six months ended June 30, 2010 excludes $1,163 of non-cash inventory fair value
adjustment.
Selected Pro
Forma Financial Information Pro forma
combined Income Statement Year 3 months ended ended $US in thousands 12/31/2009
3/31/2010 Domestic
sales 51,162 14,365 International sales 62,338 18,747 Total revenue
113,500 33,112 Gross profit
43,466 13,128 Margin 38%
40% SG&A
35,476 9,721 Amortization of intangibles1,317 331 Depreciation1,439 394 Merger
and integration 73964 Transaction costs1,61323 Total operating expenses 40,584
10,533 Operating
income2,882 2,595 Margin 3% 8%
Total
Depreciation and Amortization3,710 917 EBITDA6,592
3,512 Transaction costs1,61323 Non-cash equity compensation 538 130 Merger and
integration 73964 Adjusted
EBITDA 9,482 3,729 Margin 8% 11%
Cash
net income5,393 2,785 Basic earnings per common share $0.26 $0.13 Adjusted cash
net income 7,582 2,886 Basic
earnings per common share $0.36 $0.14 GAAP basic
shares outstanding 21,058 21,058 Notes: EBITDA =
earnings before interest, taxes, depreciation and amortization and other special
items. Adjusted
EBITDA = EBITDA plus transaction costs, non cash equity compensation and merger
and integration expenses. Cash Net Income = net income adjusted for
amortization, other non-cash items, GAAP and cash taxes. Adjusted Cash
Net Income = cash net income plus transaction costs and merger and integration
expenses, net of the cash tax effect.
Tax
Considerations Company has
NOLs of $237.5 million as of June 30, 2010 $65 million
long-term deferred tax asset related to prior operating losses BDE has the
ability to issue up to approximately 40 million additional common shares in a
single, fully distributed offering under certain conditions Rights
Agreement limiting the number of 5% stockholders
Investment
Considerations Formative
transaction creates “pure play” in the A leading
global designer, manufacturer and distributor of technical outdoor recreation
equipment and lifestyle products for climbers, alpinists, hikers, freeride
skiers, and outdoor enthusiasts and travelers Targeting
$500 million of revenue in next five years through combination of organic growth
and targeted acquisitions History of
continuous product development Experienced
management team with significant ownership Well-capitalized
balance sheet Anticipating
cost synergies and near-term revenue synergies Strong
partnerships with leading global retailers Intimate
relationship with consumers / user communities Champion of
environmental stewardship and corporate social responsibility
The Beginning