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EX-16.1 - LETTER OF KPMG LLP - Clarus Corptv496417_ex16-1.htm

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

Form 8-K

Current Report

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 7, 2018

 

Clarus Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction

of incorporation)

001-34767

(Commission File Number)

58-1972600

(IRS Employer

Identification Number)

 

2084 East 3900 South, Salt Lake City, Utah

(Address of principal executive offices)

84124

(Zip Code)

 

Registrant’s telephone number, including area code: (801) 278-5552

 

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

  Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

 

Item 4.01 Changes in Registrant’s Certifying Accountant.

 

(a) Dismissal of Independent Registered Public Accounting Firm

 

KPMG LLP (“KPMG”) was previously the principal accountants for Clarus Corporation (the “Company”). On June 7, 2018, the Company dismissed KPMG as the Company’s independent registered public accounting firm. This change in the Company’s independent registered public accounting firm was approved by the Audit Committee of the Board of Directors of the Company (the “Audit Committee”).

 

The audit reports of KPMG on the Company’s consolidated financial statements for the fiscal years ended December 31, 2017 and 2016 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. The audit reports of KPMG on the effectiveness of internal control over financial reporting as of December 31, 2017 and 2016 did not contain any adverse opinion or disclaimer of opinion. The audit report on the effectiveness of internal control over financial reporting as of December 31, 2016 was not qualified or modified as to uncertainty, audit scope, or accounting changes. However, the audit report on the effectiveness of internal control over financial reporting as of December 31, 2017 was modified in relation to the acquisition of Sierra Bullets, L.L.C. (“Sierra”) from which management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017, Sierra’s internal control over financial reporting associated with total assets of $26,420,000 and total revenues of $10,356,000 included in the consolidated financial statements of the Company as of and for the year ended December 31, 2017. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Sierra.

 

During the fiscal years ended December 31, 2017 and 2016 and the subsequent interim period through June 7, 2018, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to this item) between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

 

During the fiscal years ended December 31, 2017 and 2016 and the subsequent interim period through June 7, 2018, there have been no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

 

The Company provided KPMG with a copy of this Current Report on Form 8-K prior to filing with the Securities and Exchange Commission (“SEC”), and requested that KPMG furnish a letter addressed to the SEC stating whether or not it agrees with the statements made by the Company. A copy of that letter, dated June 13, 2018 is filed as Exhibit 16.1 to this Form 8-K.

 

(b) Engagement of Independent Registered Public Accounting Firm

 

On June 11, 2018, the Company engaged Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. This change in the Company’s independent registered public accounting firm was approved by the Audit Committee.

 

During the fiscal years ended December 31, 2017 and 2016 and the subsequent interim period through June 11, 2018, neither the Company, nor anyone on its behalf, consulted Deloitte regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Company, and no written report or oral advice was provided to the Company by Deloitte that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
16.1   Letter of KPMG LLP

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

      CLARUS CORPORATION
           
           
Dated: June 13, 2018   By:  /s/ Aaron J. Kuehne  
        Name: Aaron J. Kuehne  
        Title: Chief Financial Officer and Chief Administrative Officer