Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 27, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Compass Diversified Holdings | ||
Entity Central Index Key | 1345126 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 54,300,000 | ||
Entity Public Float | $719,930,250 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $23,703 | $113,229 |
Accounts receivable, less allowances of $5,200 at December 31, 2014 and $3,424 at December 31, 2013 | 157,535 | 111,736 |
Inventories | 111,214 | 152,948 |
Prepaid expenses and other current assets | 28,347 | 21,220 |
Total current assets | 320,799 | 399,133 |
Property, plant and equipment, net | 115,871 | 68,059 |
Equity Method Investments | 245,214 | 0 |
Goodwill | 359,180 | 246,611 |
Intangible assets, net | 487,220 | 310,359 |
Deferred debt issuance costs, less accumulated amortization of $1,233 at December 31, 2014 and $4,161 at December 31, 2013 | 11,197 | 8,217 |
Other non-current assets | 7,949 | 12,534 |
Total assets | 1,547,430 | 1,044,913 |
Current liabilities: | ||
Accounts payable | 62,099 | 62,539 |
Accrued expenses | 63,378 | 55,590 |
Due to related party | 6,193 | 4,528 |
Current portion, long-term debt | 3,250 | 2,850 |
Other current liabilities | 6,311 | 4,623 |
Total current liabilities | 141,231 | 130,130 |
Deferred income taxes | 97,731 | 60,024 |
Long-term debt, less original issue discount | 485,547 | 280,389 |
Other non-current liabilities | 14,587 | 5,435 |
Total liabilities | 739,096 | 475,978 |
Stockholders’ equity | ||
Trust shares, no par value, 500,000 authorized; 54,300 shares issued and outstanding at December 31, 2014 and 48,300 shares issued and outstanding at December 31, 2013 | 825,321 | 725,453 |
Accumulated other comprehensive income (loss) | -2,542 | 693 |
Accumulated deficit | -55,348 | -252,761 |
Total stockholders’ equity attributable to Holdings | 767,431 | 473,385 |
Noncontrolling interest | 40,903 | 95,550 |
Total stockholders’ equity | 808,334 | 568,935 |
Total liabilities and stockholders’ equity | $1,547,430 | $1,044,913 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $5,200 | $3,424 |
Deferred debt issuance costs, accumulated amortization | $1,233 | $4,161 |
Trust shares, par value (in dollars per share) | ||
Trust shares, authorized (in shares) | 500,000,000 | 500,000,000 |
Trust shares, issued (in shares) | 54,300,000 | 48,300,000 |
Trust shares, outstanding (in shares) | 54,300,000 | 48,300,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Net sales | $982,300 | $985,539 | $884,721 |
Cost of sales | 688,631 | 679,708 | 605,867 |
Gross profit | 293,669 | 305,831 | 278,854 |
Operating expenses: | |||
Selling, general and administrative expense | 181,683 | 167,738 | 161,141 |
Supplemental put expense (reversal) | 0 | -45,995 | 15,995 |
Management fees | 22,722 | 18,632 | 17,633 |
Amortization expense | 33,606 | 29,632 | 30,268 |
Impairment expense | 0 | 12,918 | 0 |
Operating income | 55,658 | 122,906 | 53,817 |
Other income (expense): | |||
Interest expense, net | -27,068 | -19,376 | -25,001 |
Gain on equity method investment | 11,029 | 0 | 0 |
Gain on deconsolidation of subsidiary | 264,325 | 0 | 0 |
Amortization of debt issuance costs | -2,243 | -2,123 | -1,811 |
Loss on debt extinguishment | -2,143 | -1,785 | 0 |
Other income (expense), net | -139 | -77 | -183 |
Income from continuing operations before income taxes | 299,419 | 99,545 | 26,822 |
Provision for income taxes | 8,264 | 20,729 | 21,069 |
Income from continuing operations | 291,155 | 78,816 | 5,753 |
Loss from discontinued operations, net of income tax | 0 | 0 | -1,168 |
Loss on sale of discontinued operations, net of income tax | 0 | 0 | -245 |
Net income | 291,155 | 78,816 | 4,340 |
Less: Income from continuing operations attributable to noncontrolling interest | 12,320 | 10,752 | 8,508 |
Less: Loss from discontinued operations attributable to noncontrolling interest | 0 | 0 | -226 |
Amounts attributable to Holdings: | |||
Income (loss) from continuing operations | 278,835 | 68,064 | -2,755 |
Loss from discontinued operations, net of income tax | 0 | 0 | -942 |
Loss on sale of discontinued operations, net of income tax | 0 | 0 | -245 |
Net income (loss) attributable to Holdings | $278,835 | $68,064 | ($3,942) |
Basic and fully diluted income (loss) per share attributable to Holdings | |||
Continuing operations (in dollars per share) | $5.38 | $1.05 | ($0.06) |
Discontinued operations (in dollars per share) | $0 | $0 | ($0.02) |
Weighted average number of shares outstanding - basic and fully diluted | $5.38 | $1.05 | ($0.08) |
Weighted average number of shares outstanding - basic and fully diluted | 49,089 | 48,300 | 48,300 |
Cash distribution declared per share (in dollars per share) | $1.44 | $1.44 | $1.44 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Net income | $291,155 | $78,816 | $4,340 |
Other comprehensive income (loss) | |||
Foreign currency translation and other | -3,235 | 825 | -132 |
Total comprehensive income, net of tax | $287,920 | $79,641 | $4,208 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock | Accumulated Deficit | Accum. Other Comprehensive Income (Loss) | Stockholders’ Equity Attrib. to Holdings | Non- Controlling Interest | Non-controlling Interest of Disc. Ops. |
In Thousands, except Share data, unless otherwise specified | |||||||
Beginning balance at Dec. 31, 2011 | $596,478 | $658,361 | ($160,852) | $0 | $497,509 | $95,257 | $3,712 |
Beginning balance, shares at Dec. 31, 2011 | 48,300,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 4,340 | -3,942 | -3,942 | 8,508 | -226 | ||
Other comprehensive loss – foreign currency translation and other | -132 | -132 | -132 | ||||
Proceeds received from Arnold noncontrolling shareholders | 1,713 | 1,713 | |||||
Proceeds received from noncontrolling shareholders | 2,916 | 2,916 | |||||
Distribution to noncontrolling interest holders | -15,099 | -8,544 | -8,544 | -6,555 | |||
Distribution to noncontrolling shareholders related to the ACI recapitalization | -13,749 | -13,749 | |||||
Accretion—CamelBak preferred stock | -937 | -937 | 937 | ||||
Redemption of noncontrolling interest holders | -3,412 | 226 | 226 | -3,638 | |||
Redemption of CamelBak preferred stock | -48,022 | -48,022 | |||||
Option activity attributable to noncontrolling shareholders | 4,217 | 4,217 | |||||
Effect of deconsolidation of subsidiary | -3,486 | -3,486 | |||||
Distributions paid | -69,552 | -69,552 | -69,552 | ||||
Ending balance at Dec. 31, 2012 | 456,212 | 650,043 | -235,283 | -132 | 414,628 | 41,584 | 0 |
Ending balance, shares at Dec. 31, 2012 | 48,300,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 78,816 | 68,064 | 68,064 | 10,752 | |||
Other comprehensive loss – foreign currency translation and other | 825 | 825 | 825 | ||||
Noncontrolling Interest, Increase from Subsidiary Public Offering | 117,038 | 75,410 | 75,410 | 41,628 | |||
Distribution to noncontrolling interest holders | -3,090 | -3,090 | |||||
Redemption of noncontrolling interest holders | -69,552 | -69,552 | -69,552 | ||||
Distribution to Allocation Interest holders | -15,990 | -15,990 | -15,990 | ||||
Option activity attributable to noncontrolling shareholders | 4,676 | 4,676 | |||||
Ending balance at Dec. 31, 2013 | 568,935 | 725,453 | -252,761 | 693 | 473,385 | 95,550 | 0 |
Ending balance, shares at Dec. 31, 2013 | 48,300,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 291,155 | 278,835 | 278,835 | 12,320 | |||
Other comprehensive loss – foreign currency translation and other | -3,235 | -3,235 | -3,235 | ||||
Trust shares, issued (in shares) | 6,000,000 | ||||||
Issuance of Trust shares, net of offering costs | 99,868 | 99,868 | 99,868 | ||||
Option activity attributable to noncontrolling shareholders | 8,045 | 8,045 | |||||
Effect of subsidiary stock option exercise | 359 | 359 | -359 | ||||
Effect of deconsolidation of subsidiary | -77,287 | -359 | -359 | -76,928 | |||
Distributions paid | -69,552 | -69,552 | -69,552 | ||||
Effect of subsidiary initial public offering | 2,275 | 2,275 | |||||
Distribution to Allocation Interest holders | -11,870 | -11,870 | -11,870 | ||||
Ending balance at Dec. 31, 2014 | $808,334 | $825,321 | ($55,348) | ($2,542) | $767,431 | $40,903 | $0 |
Ending balance, shares at Dec. 31, 2014 | 54,300,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net income | $291,155 | $78,816 | $4,340 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Gain (loss) on sale of businesses | 0 | 0 | 245 |
Depreciation expense | 20,048 | 16,595 | 14,793 |
Amortization expense | 35,648 | 29,632 | 34,657 |
Impairment expense | 0 | 12,918 | 0 |
Amortization of debt issuance costs and original issue discount | 3,125 | 3,366 | 4,169 |
Loss on debt extinguishment | 2,143 | 1,785 | 0 |
Supplemental put expense (reversal) | 0 | -45,995 | 15,995 |
Unrealized loss on interest rate swap | 7,722 | 130 | 2,175 |
Noncontrolling stockholder stock based compensation | 4,744 | 4,683 | 4,236 |
Net gain on deconsolidation of subsidiary - FOX | -264,325 | 0 | 0 |
Gain on equity method investment | -11,029 | 0 | 0 |
Excess tax benefit from subsidiary stock options exercised | -1,662 | 0 | 0 |
Deferred taxes | -8,601 | -5,257 | -2,060 |
Other | 1,442 | -87 | 986 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Increase in accounts receivable | -20,853 | -10,988 | -2,137 |
(Increase) decrease in inventories | 19,588 | -24,454 | -13,703 |
Increase in prepaid expenses and other current assets | -6,205 | -413 | -1,580 |
Increase (decrease) in accounts payable and accrued expenses | -2,245 | 17,246 | 4,336 |
Payment of profit allocation | 0 | -5,603 | -13,886 |
Net cash provided by operating activities | 70,695 | 72,374 | 52,566 |
Cash flows from investing activities: | |||
Acquisitions, net of cash acquired | -474,657 | -1,117 | -126,412 |
Purchases of property and equipment | -15,262 | -20,410 | -18,546 |
Proceeds from the FOX stock offering | 65,528 | 80,913 | 0 |
Proceeds from sale of businesses | 2,001 | 2,760 | 75,064 |
Purchase of noncontrolling interest | 0 | 0 | -15,423 |
Payment of interest rate swap | -2,008 | 0 | 0 |
Proceeds from sale leaseback transaction | 0 | 4,108 | 0 |
Other investing activities | -355 | 32 | 891 |
Net cash (used in) provided by investing activities | -424,753 | 66,286 | -84,426 |
Cash flows from financing activities: | |||
Proceeds from the issuance of Trust shares, net | 99,868 | 0 | 0 |
Borrowings under credit facility | 677,000 | 117,500 | 186,000 |
Repayments under credit facility | -426,275 | -106,275 | -135,005 |
Redemption of CamelBak preferred stock | 0 | 0 | -48,022 |
Distributions paid | -69,552 | -69,552 | -69,552 |
Net proceeds provided by noncontrolling shareholders | 4,025 | 36,122 | 12,061 |
Distributions paid to noncontrolling shareholders | -11,870 | -19,081 | -30,038 |
Debt issuance costs | -7,370 | -2,697 | -3,154 |
Excess tax benefit on stock-based compensation | 1,662 | 0 | 5,755 |
Other | -2,001 | -139 | -277 |
Net cash provided by (used in) financing activities | 265,487 | -44,122 | -82,232 |
Foreign currency impact on cash | -955 | 450 | -37 |
Net increase (decrease) in cash and cash equivalents | -89,526 | 94,988 | -114,129 |
Cash and cash equivalents — beginning of period | 113,229 | 18,241 | 132,370 |
Cash and cash equivalents — end of period | $23,703 | $113,229 | $18,241 |
Organization_and_Business_Oper
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Organization and Business Operations |
Compass Diversified Holdings, a Delaware statutory trust (“the Trust”), was incorporated in Delaware on November 18, 2005. Compass Group Diversified Holdings, LLC, a Delaware limited liability Company (the “Company”), was also formed on November 18, 2005 with equity interests which were subsequently reclassified as the “Allocation Interests”. The Trust and the Company were formed to acquire and manage a group of small and middle-market businesses headquartered in North America. In accordance with the amended and restated Trust Agreement, dated as of April 25, 2006 (the “Trust Agreement”), the Trust is sole owner of 100% of the Trust Interests (as defined in the Company’s amended and restated operating agreement, dated as of April 25, 2006 (as amended and restated, the “LLC Agreement”)) of the Company and, pursuant to the LLC Agreement, the Company has, outstanding, the identical number of Trust Interests as the number of outstanding shares of the Trust. Compass Group Diversified Holdings, LLC, a Delaware limited liability company is the operating entity with a board of directors and other corporate governance responsibilities, similar to that of a Delaware corporation. | |
The Company is a controlling owner of nine businesses, or operating segments at December 31, 2014. The segments are as follows: CamelBak Products LLC. (“CamelBak”), The Ergo Baby Carrier, Inc. (“Ergobaby”), Liberty Safe and Security Products, Inc. (“Liberty Safe” or “Liberty”), Compass AC Holdings, Inc. (“ACI” or “Advanced Circuits”), American Furniture Manufacturing, Inc. (“AFM” or “American Furniture”), AMT Acquisition Corporation (“Arnold” or “Arnold Magnetics”), Clean Earth Holdings, Inc. ("Clean Earth"), Candle Lamp Company, LLC (“SternoCandleLamp”), and Tridien Medical, Inc. (“Tridien”). The segments are referred to interchangeably as “businesses”, “operating segments” or “subsidiaries” throughout the financial statements. Refer to Note F for further discussion of the operating segments. The Company also owns a non-controlling interest of approximately 41% in Fox Factory Holding Corp. (“FOX”) which is accounted for as an equity method investment. Compass Group Management LLC, a Delaware limited liability Company (“CGM” or the “Manager”), manages the day to day operations of the Company and oversees the management and operations of our businesses pursuant to a management services agreement (“MSA”). |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Accounting Policies [Abstract] | ||||||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies | |||||||||||
Accounting principles | ||||||||||||
The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). | ||||||||||||
Basis of presentation | ||||||||||||
The results of operations for the years ended December 31, 2014, 2013 and 2012 represent the results of operations of the Company’s acquired businesses from the date of their acquisition by the Company, and therefore are not indicative of the results to be expected for the full year. | ||||||||||||
Principles of consolidation | ||||||||||||
The consolidated financial statements include the accounts of the Trust and the Company, as well as the businesses acquired as of their respective acquisition date. All significant intercompany accounts and transactions have been eliminated in consolidation. Discontinued operating entities are reflected as discontinued operations in the Company’s results of operations and statements of financial position. | ||||||||||||
The acquisition of businesses that the Company owns or controls more than a 50% share of the voting interest are accounted for under the acquisition method of accounting. The amount assigned to the identifiable assets acquired and the liabilities assumed is based on the estimated fair values as of the date of acquisition, with the remainder, if any, recorded as goodwill. | ||||||||||||
Discontinued Operations | ||||||||||||
On May 1, 2012, the Company sold its majority owned subsidiary, HALO. As a result, HALO’s net income for the period from January 1, 2012 through the date of sale has been reclassified to income from discontinued operations for that period in accordance with accounting guidelines. | ||||||||||||
Use of estimates | ||||||||||||
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. It is possible that in 2015 actual conditions could be better or worse than anticipated when the Company developed the estimates and assumptions, which could materially affect the results of operations and financial position in the future. Such changes could result in future impairment of goodwill, intangibles and long-lived assets, inventory obsolescence, establishment of valuation allowances on deferred tax assets and increased tax liabilities, among other things. Actual results could differ from those estimates. | ||||||||||||
Deconsolidation of FOX | ||||||||||||
On August 13, 2013, the Company's FOX operating segment completed an initial public offering (the "FOX IPO") of its common stock pursuant to a registration statement on Form S-1 with the Securities and Exchange Commission (the "SEC"). In the FOX IPO, FOX sold 2,857,143 shares and certain of its shareholders sold 7,000,000 shares (including 5,800,238 shares held by the Company) at an initial offering price of $15.00 per share. FOX trades on the NASDAQ stock market under the ticker “FOXF”. The Company received approximately $80.9 million in net proceeds from the sale of their shares. The Company’s ownership interest in FOX was reduced from 75.8% to 53.9% on a primary basis and from 70.6% to 49.8% on a fully diluted basis as a result of the FOX IPO. | ||||||||||||
The following table details the amounts recorded in the consolidated statement of stockholders’ equity during the year ended December 31, 2013 as a result of the FOX IPO (in thousands): | ||||||||||||
Trust Shares | NCI | Total | ||||||||||
Effect of FOX IPO proceeds | $ | 73,421 | $ | 36,125 | $ | 109,546 | ||||||
Effect of FOX IPO proceeds on NCI (1) | — | 7,492 | 7,492 | |||||||||
Effect of FOX IPO on majority trust shares (2) | 1,989 | (1,989 | ) | — | ||||||||
$ | 75,410 | $ | 41,628 | $ | 117,038 | |||||||
-1 | Represents the effect on noncontrolling shareholders resulting from the Company’s proceeds from the FOX IPO, as determined based on the proporionate interest of the carrying value of FOX. | |||||||||||
-2 | Represents the majority ownership effect on the Company resulting from the FOX IPO. | |||||||||||
On July 10, 2014, FOX filed a registration statement on Form S-1 with the SEC for a public offering of its common stock (the "FOX Secondary Offering") held by certain stockholders (the "Selling Stockholders"). The Selling Stockholders sold 5,750,000 shares of FOX common stock in the FOX Secondary Offering, which included an underwriters' option to purchase an additional 750,000 shares, at an offering price of $15.50 per share. The Company sold 4,466,569 shares of FOX common stock, including 633,955 shares sold in connection with the underwriters' exercise of their full option to purchase additional shares of common stock, and received net proceeds from the sale of approximately $65.5 million. As a result of the sale of the shares by the Company in the FOX Secondary Offering, the Company's ownership interest in FOX decreased to approximately 41%, which resulted in the deconsolidation of the FOX operating segment in the Company's consolidated financial statements effective as of the date of the FOX Secondary Offering. The Company recognized a gain of approximately $76.2 million related to the shares that were sold in connection with the FOX Secondary Offering, and a gain of approximately $188.0 million related to the Company's retained interest in FOX, for a total gain of approximately $264.3 million. | ||||||||||||
Subsequent to the sale of the shares in the FOX Secondary Offering the Company owns approximately 15.1 million shares of FOX common stock. | ||||||||||||
The Company has elected to account for its investment in FOX at fair value using the equity method beginning on the date that the investment became subject to the equity method of accounting. The Company uses the equity method of accounting when it has the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. For equity method investments which the Company has elected to measure at fair value, unrealized gains and losses are reported in the consolidated statement of operations as gain (loss) from equity method investments. | ||||||||||||
Termination of Supplemental Put Agreement | ||||||||||||
The Company entered into a Supplemental Put Agreement with the Manager at the time of the Company’s Initial Public Offering (“IPO”) in connection with the MSA. Pursuant to the Supplemental Put Agreement, the Manager had the right to cause the Company to purchase the Allocation Interests then owned by the Manager upon termination of the MSA for a price to be determined in accordance with the Supplemental Put Agreement. The holders of the Allocation Interests (“Holders”) are entitled to receive distributions pursuant to a profit allocation formula upon the occurrence of certain events. The distributions of the profit allocation will be paid only upon the occurrence of the sale of a material amount of capital stock or assets of one of the Company’s businesses (“Sale Event”) or, at the option of the Holders, at each five year anniversary date of the acquisition of one of the Company’s businesses (“Holding Event”). The Company historically recorded the Supplemental Put obligation at an amount equal to the fair value of the profit allocation. This amount was determined using a model that multiplies the trailing twelve-month EBITDA for each business unit by an estimated enterprise value multiple to determine an estimated selling price of the business unit. This amount represented the obligation of the Company to physically settle the purchase of the Allocation Interest at the option of the Holders upon the termination of the MSA. | ||||||||||||
On July 1, 2013, the Company and the Manager amended the MSA to provide for certain modifications related to the Manager’s registration as an investment adviser under the Investment Advisers Act of 1940 (“Advisor’s Act”), as amended. In connection with the amendment resulting from the Manager’s registration as an investment adviser under the Adviser’s Act, the Company and the Manager agreed to terminate the Supplemental Put Agreement, which had the effect of eliminating the Manager’s right to require the Company to purchase the Allocation Interests upon termination of the MSA. Pursuant to the MSA, as amended, the Manager will continue to manage the day-to-day operations and affairs of the Company, oversee the management and operations of the Company’s businesses, perform certain other services for the Company and receive management fees, and the Holders will continue to receive the profit allocation upon the occurrence of a Sale Event or a Holding Event. | ||||||||||||
Prior to July 1, 2013 the Company recorded increases or decreases in the supplemental put obligation as well as payments made upon the occurrence of a Sale Event or Holding Event, through the consolidated statement of operations. For the years ended December 31, 2012 and 2011, the Company recognized approximately $16.0 million and $11.8 million, respectively in expense related to the Supplemental Put Agreement. During 2012, the Company paid $13.7 million and $0.2 million, respectively, of the supplemental put liability due to the sale of Staffmark in October 2011, and Halo in May 2012, which qualified as Sale Events. Additionally, the Company paid $5.6 million in 2013 related to a Holding Event of the FOX business, and $6.9 million in 2011 related to a Holding Event of the ACI business. The FOX Holding Event in 2013 occurred prior to the termination of the Supplemental Put Agreement and was therefore accounted for as an expense in the consolidated statement of operations. | ||||||||||||
As a result of the termination of the Supplemental Put Agreement, the Company has derecognized the supplemental put liability associated with the Manager’s put right, reversing the entire $61.3 million liability at June 30, 2013 through supplemental put expense on the consolidated statement of operations. Subsequent to the termination of the Supplemental Put Agreement, the Company records Holding Events and Sale Events as dividends declared on Allocations Interests to stockholders’ equity when they are approved by the Company’s board of directors. | ||||||||||||
Revenue recognition | ||||||||||||
In accordance with authoritative guidance on revenue recognition, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery of the product or performance of services has occurred, the sellers price to the buyer is fixed and determinable, and collection is reasonably assured. Shipping and handling costs are charged to operations when incurred and are classified as a component of cost of sales. Taxes collected from customers and remitted to governmental authorities are presented on a net basis in the accompanying Consolidated Statements of Operations. | ||||||||||||
Revenue is recognized upon shipment of product to the customer or performance of services for a customer, net of sales returns and allowances. Appropriate reserves are established for anticipated returns and allowances based on past experience. Revenue is typically recorded at F.O.B. shipping point for all our businesses with the exception being American Furniture which reports revenues F.O.B. destination. | ||||||||||||
Cash equivalents | ||||||||||||
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. | ||||||||||||
Allowance for doubtful accounts | ||||||||||||
The Company uses estimates to determine the amount of the allowance for doubtful accounts in order to reduce accounts receivable to their estimated net realizable value. The Company estimates the amount of the required allowance by reviewing the status of past-due receivables and analyzing historical bad debt trends. The Company’s estimate also includes analyzing existing economic conditions. When the Company becomes aware of circumstances that may impair a specific customer’s ability to meet its financial obligations subsequent to the original sale, the Company will record an allowance against amounts due, and thereby reduce the net receivable to the amount it reasonably believes will be collectible. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. | ||||||||||||
Inventories | ||||||||||||
Inventories consist of raw materials, WIP, manufactured goods and purchased goods acquired for resale. Inventories are stated at the lower of cost or market, determined on the first-in, first-out method. Cost includes raw materials, direct labor, manufacturing overhead and indirect overhead. Market value is based on current replacement cost for raw materials and supplies and on net realizable value for finished goods. | ||||||||||||
Property, plant and equipment | ||||||||||||
Property, plant and equipment is recorded at cost. The cost of major additions or betterments is capitalized, while maintenance and repairs that do not improve or extend the useful lives of the related assets are expensed as incurred. | ||||||||||||
Depreciation is provided principally on the straight-line method over estimated useful lives. Leasehold improvements are amortized over the life of the lease or the life of the improvement, whichever is shorter. | ||||||||||||
The ranges of useful lives are as follows: | ||||||||||||
Machinery and equipment | 2 to 25 years | |||||||||||
Office furniture, computers and software | 2 to 8 years | |||||||||||
Leasehold improvements | Shorter of useful life or lease term | |||||||||||
Property, plant and equipment and other long-lived assets that have definitive lives are evaluated for impairment when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable (‘triggering event’). Upon the occurrence of a triggering event, the asset is reviewed to assess whether the estimated undiscounted cash flows expected from the use of the asset plus residual value from the ultimate disposal exceeds the carrying value of the asset. If the carrying value exceeds the estimated recoverable amounts, the asset is written down to its fair value. | ||||||||||||
Fair value of financial instruments | ||||||||||||
The carrying value of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximate their fair value due to their short term nature. Term Debt with a carrying value of $319.1 million, net of original issue discount, at December 31, 2014 approximated fair value. The fair value is based on interest rates that are currently available to the Company for issuance of debt with similar terms and remaining maturities. If measured at fair value in the financial statements, the Term Debt would be classified as Level 2 in the fair value hierarchy. | ||||||||||||
Business combinations | ||||||||||||
The Company allocates the amount it pays for each acquisition to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets which arise from a contractual or legal right or are separable from goodwill. The Company bases the fair value of identifiable intangible assets acquired in a business combination on detailed valuations that use information and assumptions provided by management, which consider management’s best estimates of inputs and assumptions that a market participant would use. The Company allocates any excess purchase price that exceeds the fair value of the net tangible and identifiable intangible assets acquired to goodwill. The use of alternative valuation assumptions, including estimated growth rates, cash flows, discount rates and estimated useful lives could result in different purchase price allocations and amortization expense in current and future periods. Transaction costs associated with these acquisitions are expensed as incurred through selling, general and administrative expense on the consolidated statement of operations. In those circumstances where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the contingent payments expected to be made as of the acquisition date. The Company re-measures this liability each reporting period and records changes in the fair value through a separate line item within the consolidated statements of operations. | ||||||||||||
Goodwill | ||||||||||||
Goodwill represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed. The Company is required to perform impairment reviews at each of its reporting units annually and more frequently in certain circumstances. | ||||||||||||
In accordance with accounting guidelines, the Company is able to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. If a company concludes that it is more likely than not that the fair value of a reporting unit is not less than its carrying amount it is not required to perform the two-step impairment test for that reporting unit. | ||||||||||||
The first step of the process after the qualitative assessment fails is estimating the fair value of each of its reporting units based on a discounted cash flow (“DCF”) model using revenue and profit forecast and a market approach which compares peer data and earnings multiples. The Company then compares those estimated fair values with the carrying values, which include allocated goodwill. If the estimated fair value is less than the carrying value, a second step is performed to compute the amount of the impairment by determining an “implied fair value” of goodwill. The determination of a reporting unit’s “implied fair value” of goodwill requires the allocation of the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit. Any unallocated fair value represents the “implied fair value” of goodwill, which is then compared to its corresponding carrying value. The Company cannot predict the occurrence of certain future events that might adversely affect the implied value of goodwill and/or the fair value of intangible assets. Such events include, but are not limited to, strategic decisions made in response to economic and competitive conditions, the impact of the economic environment on its customer base, and material adverse effects in relationships with significant customers. | ||||||||||||
The impact of over-estimating or under-estimating the implied fair value of goodwill at any of the reporting units could have a material effect on the results of operations and financial position. In addition, the value of the implied goodwill is subject to the volatility of the Company’s operations which may result in significant fluctuation in the value assigned at any point in time. | ||||||||||||
Refer to Note H - Goodwill and Intangible Assets for the results of the annual impairment tests. | ||||||||||||
Deferred debt issuance costs | ||||||||||||
Deferred debt issuance costs represent the costs associated with the issuance of debt instruments and are amortized over the life of the related debt instrument. | ||||||||||||
Warranties | ||||||||||||
The Company’s CamelBak, Ergobaby, Liberty and Tridien operating segments estimate the exposure to warranty claims based on both current and historical product sales data and warranty costs incurred. The Company assesses the adequacy of its recorded warranty liability quarterly and adjusts the amount as necessary. | ||||||||||||
Foreign currency | ||||||||||||
For the Company’s segments with certain operations outside the United States, the local currency is the functional currency, and the financial statements are translated into U.S. dollars using exchange rates in effect at year-end for assets and liabilities and average exchange rates during the year for results of operations. The resulting translation gain or loss is included in stockholder’s equity as other comprehensive income or loss. | ||||||||||||
Derivatives and hedging | ||||||||||||
The Company utilizes interest rate swaps (derivative) to manage risks related to interest rates on the term loan portion of their Credit Facility. The Company has not elected hedge accounting treatment for the existing interest rate derivatives entered into as part of the Credit Facility. Refer to Note J - Debt for more information on the Company’s Credit Facility. | ||||||||||||
Noncontrolling interest | ||||||||||||
Noncontrolling interest represents the portion of a majority-owned subsidiary’s net income that is owned by noncontrolling shareholders. Noncontrolling interest on the balance sheet represents the portion of equity in a consolidated subsidiary owned by noncontrolling shareholders. | ||||||||||||
Deferred income taxes | ||||||||||||
Deferred income taxes are calculated under the asset and liability method. Deferred income taxes are provided for the differences between the basis of assets and liabilities for financial reporting and income tax purposes at the enacted tax rates. A valuation allowance is established when necessary to reduce deferred tax assets to the amount that is expected to more likely than not be realized. Several of the Company’s majority owned subsidiaries have deferred tax assets recorded at December 31, 2014 which in total amount to approximately $17.0 million. This deferred tax asset is net of $12.7 million of valuation allowance primarily associated with AFM’s inability to utilize loss carryforwards associated with impairments in 2010 and 2011 and losses in 2012 and 2013. These deferred tax assets are comprised primarily of reserves not currently deductible for tax purposes. The temporary differences that have resulted in the recording of these tax assets may be used to offset taxable income in future periods, reducing the amount of taxes required to be paid. Realization of the deferred tax assets is dependent on generating sufficient future taxable income at those subsidiaries with deferred tax assets. Based upon the expected future results of operations, the Company believes it is more likely than not that those subsidiaries with deferred tax assets will generate sufficient future taxable income to realize the benefit of existing temporary differences, although there can be no assurance of this. The impact of not realizing these deferred tax assets would result in an increase in income tax expense for such period when the determination was made that the assets are not realizable. | ||||||||||||
Earnings per share | ||||||||||||
Prior to the termination of the Supplemental Put Agreement, basic and diluted earnings per share attributable to Holdings was computed on a weighted average basis. Effective July 1, 2013, basic and fully diluted earnings per share is computed using the two-class method which requires companies to allocate participating securities that have rights to earnings that otherwise would have been available only to common shareholders as a separate class of securities in calculating earnings per share. The Company has granted Allocation Interests that contain participating rights to receive profit allocations upon the occurrence of a Holding Event or a Sale Event. | ||||||||||||
The calculation of basic and fully diluted earnings per share reflects the effect of dividends that were declared and paid to the Holders subsequent to the termination of the Supplemental Put Agreement and the incremental increase in the profit allocation distribution to the Holders related to Holding Events during the period. | ||||||||||||
The weighted average number of Trust shares outstanding for fiscal 2014 was computed based on 48,300,000 shares outstanding for the period from January 1, 2014 through November 14, 2014 and 6,000,000 additional shares outstanding from November 14, 2014 through December 31, 2014 issued in connection with a public share offering. The weighted average number of Trust shares outstanding for fiscal 2013 and 2012 was computed based on 48,300,000 shares outstanding for the period from January 1st through December 31st in both years. | ||||||||||||
The Company did not have any stock option plans or any other potentially dilutive securities outstanding during the years ended December 31, 2014, 2013 and 2012. | ||||||||||||
Advertising costs | ||||||||||||
Advertising costs are expensed as incurred and included in selling, general and administrative expense in the consolidated statements of operations. Advertising costs were $14.6 million, $13.5 million and $12.9 million during the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
Research and development | ||||||||||||
Research and development costs are expensed as incurred and included in selling, general and administrative expense in the consolidated statements of operations. The Company incurred research and development expense of $15.7 million, $16.0 million and $11.8 million during the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
Employee retirement plans | ||||||||||||
The Company and many of its segments sponsor defined contribution retirement plans, such as 401(k) plans. Employee contributions to the plan are subject to regulatory limitations and the specific plan provisions. The Company and its segments may match these contributions up to levels specified in the plans and may make additional discretionary contributions as determined by management. The total employer contributions to these plans were $1.7 million, $1.4 million and $1.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
The Company’s Arnold Magnetics subsidiary maintains a defined benefit plan for certain of its employees which is more fully described in Note M. Accounting guidelines require employers to recognize the overfunded or underfunded status of defined benefit pension and postretirement plans as assets or liabilities in their consolidated balance sheets and to recognize changes in that funded status in the year in which the changes occur as a component of comprehensive income. | ||||||||||||
Seasonality | ||||||||||||
Earnings of certain of the Company’s operating segments are seasonal in nature. Earnings from CamelBak are typically higher in the spring and summer months as this corresponds with warmer weather in the Northern Hemisphere and an increase in hydration related activities. Earnings from Liberty are typically lowest in the second quarter due to lower demand for safes at the onset of summer. Earnings from AFM are typically highest in the months of January through April of each year, coinciding with homeowners’ tax refunds. Earnings from Clean Earth are typically lower in the winter months due to lower levels of construction and development activity in the Northeastern United States. | ||||||||||||
Stock based compensation | ||||||||||||
The Company does not have a stock based compensation plan; however, certain of the Company’s subsidiaries maintain stock based compensation plans. During the years ended December 31, 2014, 2013 and 2012, $4.7 million, $4.7 million, and $4.2 million of stock based compensation expense was recorded to each expense category that included related salary expense in the consolidated statements of operations. As of December 31, 2014, the amount to be recorded for stock-based compensation expense in future years for unvested options is approximately $12.9 million. | ||||||||||||
Recently Adopted Accounting Pronouncements | ||||||||||||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update intended to provide guidance on the presentation of unrecognized tax benefits, reflecting the manner in which an entity would settle, at the reporting date, any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The accounting standard was effective for the Company on January 1, 2014. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations. | ||||||||||||
In March 2013, the FASB issued an accounting standards update intended to provide guidance on a parent’s accounting for the cumulative translation adjustment upon derecognition of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity. This accounting standard was effective for the Company on January 1, 2014. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations. | ||||||||||||
Recently Issued Accounting Pronouncements | ||||||||||||
In April 2014, the FASB issued an accounting standard update related to reporting discontinued operations and disclosures of disposals of components of an entity which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and “represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results.” The new standard applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. The amendment is effective for annual reporting periods beginning after December 15, 2014, which for the Company is January 1, 2015, and interim periods within those annual periods. The adoption of this standard is not expected to change the manner in which the Company currently presents discontinued operations in the consolidated financial statements. | ||||||||||||
In May 2014, the FASB issued a comprehensive new revenue recognition standard. The new standard outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is designed to create greater comparability for financial statement users across industries, jurisdictions and capital markets and also requires enhanced disclosures. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. |
Acquisition_of_Businesses
Acquisition of Businesses | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Business Combinations [Abstract] | ||||||||
Acquisition of Businesses | Acquisition of Businesses | |||||||
Acquisition of Clean Earth Holdings, Inc. | ||||||||
On August 26, 2014, CEHI Acquisition Corp., a subsidiary of the Company, closed on the acquisition of all the issued and outstanding capital stock of Clean Earth Holdings, Inc. pursuant to a stock purchase agreement among CEHI Acquisition Corp., Clean Earth, holders of stock and options in Clean Earth, Littlejohn Fund III, L.P. and the Company, entered into on August 7, 2014. | ||||||||
Headquartered in Hatboro, Pennsylvania, Clean Earth provides environmental services for a variety of contaminated materials including soils, dredged material, hazardous waste and drill cuttings. Clean Earth analyzes, treats, documents and recycles waste streams generated in multiple end-markets such as power, construction, oil and gas, infrastructure, industrial and dredging. Treatment includes thermal desorption, dredged material stabilization, bioremediation, physical treatment/screening and chemical fixation. Before the company accepts contaminated materials, it identifies a third party “beneficial reuse” site such as commercial redevelopment or landfill capping where the materials will be sent after they are treated. Clean Earth operates 14 permitted facilities in the Eastern U.S. Revenues from the environmental recycling facilities are generally recognized at the time of treatment. | ||||||||
The Company made loans to and purchased a 98% controlling interest in Clean Earth. The purchase price, including proceeds from noncontrolling interest, was approximately $251.4 million. The Company funded its portion of the acquisition through drawings on its 2014 Revolving Credit Facility and cash on hand. Clean Earth management invested in the transaction along with the Company representing an approximate 2% initial noncontrolling interest on a primary and fully diluted basis. In addition to its equity investment in Clean Earth, the Company provided loans totaling approximately $146.3 million to Clean Earth as part of the transaction. The fair value of the noncontrolling interest was determined based on the enterprise value of the acquired entity multiplied by the ratio of the number of shares acquired by the minority holders to total shares. The transaction is accounted for as a business combination. CGM acted as an advisor to the Company in the acquisition and will continue to provide integration services during the first year of the Company's ownership of Clean Earth. CGM will receive integration service fees of approximately $2.5 million which will be payable quarterly as services are rendered beginning in the quarter ending December 31, 2014. | ||||||||
The results of operations of Clean Earth have been included in the consolidated results of operations since the date of acquisition. Clean Earth's results of operations are reported as a separate operating segment. The table below provides the provisional recording of assets acquired and liabilities assumed as of the acquisition date. The amounts recorded for intangible assets and goodwill are preliminary pending finalization of valuation efforts. | ||||||||
Clean Earth | ||||||||
(in thousands) | ||||||||
Acquisition Consideration | ||||||||
Purchase price | $ | 243,000 | ||||||
Working capital adjustment | 6,616 | |||||||
Cash acquired | 3,683 | |||||||
Total purchase consideration | $ | 253,299 | ||||||
Less: Transaction costs | (1,935 | ) | ||||||
Purchase price, net | $ | 251,364 | ||||||
Amounts Recognized as of Acquisition Date | ||||||||
Assets: | ||||||||
Cash | $ | 3,683 | ||||||
Accounts receivable, net (1) | 41,821 | |||||||
Property, plant and equipment (2) | 43,737 | |||||||
Intangible assets | 135,939 | |||||||
Goodwill | 108,675 | |||||||
Other current and noncurrent assets | 8,499 | |||||||
Total assets | $ | 342,354 | ||||||
Liabilities and noncontrolling interest: | ||||||||
Current liabilities | $ | 27,205 | ||||||
Other liabilities | 149,760 | |||||||
Deferred tax liabilities | 60,338 | |||||||
Noncontrolling interest | 2,275 | |||||||
Total liabilities and noncontrolling interest | $ | 239,578 | ||||||
Net assets acquired | $ | 102,776 | ||||||
Noncontrolling interest | 2,275 | |||||||
Intercompany loans to business and debt assumed | 148,248 | |||||||
$ | 253,299 | |||||||
(1) Includes $42.5 million of gross contractual accounts receivable of which $0.6 million was not expected to be collected. The fair value of accounts receivable approximated book value acquired. | ||||||||
(2) Includes $20.9 million of property, plant and equipment basis step-up. | ||||||||
The Company incurred $1.9 million of transaction costs in conjunction with the Clean Earth acquisition for the year ended December 31, 2014, which is included in selling, general and administrative expense in the accompanying consolidated statements of operations. The goodwill of $108.7 million reflects the strategic fit of Clean Earth into the Company's niche industrial businesses. The goodwill is not expected to be deductible for tax purposes. | ||||||||
The values assigned to the identified intangible assets were determined by discounting the estimated future cash flows associated with these assets to their present value. The intangible assets preliminarily recorded in connection with the Clean Earth acquisition are as follows (in thousands): | ||||||||
Intangible assets | Amount | Estimated Useful Life | ||||||
Customer relationships | $ | 25,730 | 15 years | |||||
Permits and Airspace | 93,209 | 10 - 20 years | ||||||
Trade name | 17,000 | 20 years | ||||||
$ | 135,939 | |||||||
Acquisition of SternoCandleLamp | ||||||||
On October 10, 2014, the Company, through its wholly owned subsidiary business, Sternocandlelamp Holdings, Inc. (the “Purchaser”), entered into a membership interest purchase agreement (the “Sterno Purchase Agreement”) with Candle Lamp Holdings, LLC (the “Seller”), and Candle Lamp Company, LLC (“SternoCandleLamp”) pursuant to which the Purchaser acquired all of the issued and outstanding equity of SternoCandleLamp (the “Acquisition”). Headquartered in Corona, California, SternoCandleLamp is the leading manufacturer and marketer of portable food warming fuel and creative table lighting solutions for the foodservice industry. SternoCandleLamp’s product line includes wick and gel chafing fuels, butane stoves and accessories, liquid and traditional wax candles, catering equipment and lamps. The purchase price was approximately $160.0 million. On a primary basis, CODI will initially own all of the common equity ownership in SternoCandleLamp. In addition to its equity investment in SternoCandleLamp, the Company provided loans totaling approximately $91.6 million to SternoCandleLamp as part of the transaction. The transaction is accounted for as a business combination. CGM acted as an advisor to the Company in the acquisition and will continue to provide integration services during the first year of the Company's ownership of SternoCandleLamp. CGM will receive integration service fees of $1.5 million which will be payable quarterly as services are rendered beginning in the quarter ending December 31, 2014. | ||||||||
The results of operations of SternoCandleLamp have been included in the consolidated results of operations since the date of acquisition. SternoCandleLamp's results of operations are reported as a separate operating segment. The table below provides the provisional recording of assets acquired and liabilities assumed as of the acquisition date. The amounts recorded for property, plant and equipment, intangible assets and goodwill are preliminary pending finalization of valuation efforts. | ||||||||
SternoCandleLamp | ||||||||
(in thousands) | ||||||||
Acquisition Consideration | ||||||||
Purchase Price | $ | 161,500 | ||||||
Working Capital Adjustment | 1,251 | |||||||
Total purchase consideration | $ | 162,751 | ||||||
Less: Transaction costs | (2,765 | ) | ||||||
Purchase price, net | $ | 159,986 | ||||||
Amounts Recognized as of Acquisition Date | ||||||||
Assets: | ||||||||
Accounts Receivable (1) | $ | 18,534 | ||||||
Inventory (2) | 19,932 | |||||||
Property, plant and equipment (3) | 18,004 | |||||||
Intangible assets | 90,950 | |||||||
Goodwill | 33,717 | |||||||
Other current and non-current assets | 1,734 | |||||||
Total assets | $ | 182,871 | ||||||
Liabilities: | ||||||||
Current liabilities | $ | 20,120 | ||||||
Other liabilities | 91,647 | |||||||
Total liabilities | $ | 111,767 | ||||||
Net assets acquired | 71,104 | |||||||
Intercompany loans to business | 91,647 | |||||||
$ | 162,751 | |||||||
(1) Includes $18.8 million of gross contractual accounts receivable of which $0.2 million was not expected to be collected. The fair value of accounts receivable approximates book value acquired. | ||||||||
(2) Includes $2.0 million in inventory basis step-up, which was charged to cost of goods sold during the year ended December 31, 2014. | ||||||||
(3) Includes $6.9 million of property, plant and equipment basis step-up. | ||||||||
The Company incurred $2.8 million of transaction costs in conjunction with the SternoCandleLamp acquisition for the year ended December 31, 2014, which is included in selling, general and administrative expense in the accompanying consolidated statements of operations. The goodwill of $33.7 million reflects strategic fit of SternoCandleLamp into the Company's niche industrial businesses. The goodwill is expected to be deductible for tax purposes. | ||||||||
The values assigned to the identified intangible assets were determined by discounting the estimated future cash flows associated with these assets to their present value. The intangible assets preliminarily recorded in connection with the SternoCandleLamp acquisition are as follows (in thousands): | ||||||||
Intangible assets | Amount | Estimated Useful Life | ||||||
Trade name | 60,140 | Indefinite | ||||||
Customer Relationships | 30,810 | 10 years | ||||||
$ | 90,950 | |||||||
Unaudited pro forma information | ||||||||
The following unaudited pro forma data for the years ended December 31, 2014 and 2013 gives effect to the acquisition of Clean Earth and SternoCandleLamp, as described above, as if the acquisitions had been completed as of January 1, 2013. The pro forma data gives effect to historical operating results with adjustments to interest expense, amortization and depreciation expense, management fees and related tax effects. The information is provided for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred if the transaction had been consummated on the date indicated, nor is it necessarily indicative of future operating results of the consolidated companies, and should not be construed as representing results for any future period. | ||||||||
Year Ended December 31, | ||||||||
(in thousands) | 2014 | 2013 | ||||||
Net sales | $ | 1,182,543 | $ | 1,275,071 | ||||
Operating income | 66,335 | 124,117 | ||||||
Net income | 291,150 | 74,572 | ||||||
Net income attributable to Holdings | 278,742 | 63,782 | ||||||
Basic and fully diluted net income per share attributable to Holdings | 5.38 | 0.96 | ||||||
2012 Acquisition | ||||||||
Acquisition of Arnold Magnetics | ||||||||
On March 5, 2012, AMT Acquisition Corp. (“Arnold Acquisition”), a subsidiary of the Company, entered into a stock purchase agreement with Arnold Magnetic Technologies, LLC, and Arnold Magnetics pursuant to which Arnold Acquisition acquired all of the issued and outstanding equity of Arnold Magnetics. | ||||||||
The Company made loans to and purchased a 96.6% controlling interest in Arnold on a primary and fully diluted basis. The purchase price, including proceeds from noncontrolling interests, was approximately $130.5 million (excluding acquisition-related costs). Acquisition related costs were approximately $4.8 million and were recorded to selling, general and administrative expense during the year ended December 31, 2012. The Company funded the acquisition through available cash on its balance sheet and a draw of $25 million on its Revolving Credit Facility. Arnold’s management and certain other investors invested in the transaction alongside the Company, collectively representing 3.4% initial noncontrolling interest on a primary and fully diluted basis. CGM acted as an advisor to the Company in the transaction and received fees and expense payments totaling approximately $1.2 million. | ||||||||
Joint Venture | ||||||||
Arnold Magnetics is a 50% partner in a China rare earth mine-to-magnet joint venture. Arnold Magnetics accounts for its activity in the joint venture utilizing the equity method of accounting. Gains and losses from the joint venture were not material for the years ended December 31, 2014 and 2013. | ||||||||
Other acquisitions | ||||||||
Clean Earth | ||||||||
On December 15, 2014, the Company's Clean Earth subsidiary completed the acquisition of American Environmental Services, Inc. ("AES"), for a purchase price of approximately $16.6 million. AES provides environmental services, managing hazardous and non-hazardous waste from off-site generators. AES has two fully permitted hazardous waste facilities located in Calvert City, Kentucky and Morgantown, West Virginia, serving industrial and government customers across the region. The acquisition expands Clean Earth's customer base and geographic market penetration. | ||||||||
FOX | ||||||||
On March 31, 2014, FOX acquired certain assets and assumed certain liabilities of Sport Truck, USA, Inc. ("Sport Truck"), a privately held global distributor of its own branded aftermarket suspension solutions and a reseller of FOX products. The transaction was accounted for as a business combination. FOX paid cash consideration of approximately $40.8 million. The purchase price of Sport Truck was allocated to the assets acquired and liabilities assumed based on their respective fair values as of the date of acquisition with the excess purchase price allocated to goodwill. | ||||||||
On October 31, 2013, FOX completed the acquisition of certain assets of its Germany based distributor and service center. The acquisition was accounted for as a business combination. The total consideration transferred for the acquisition was $2.5 million and consisted of cash paid at closing of $1.1 million and $1.2 million of cash paid in 2014. The total consideration was reduced by the effective settlement of trade receivables and payables in the amount of $0.2 million, resulting in a net purchase price of $2.3 million. | ||||||||
The net assets acquired in the acquisitions by FOX in 2014 and 2013 were included in the balance of FOX that was deconsolidated as a result of the Company's ownership in FOX falling to 41% in July 2014. Refer to Note B. | ||||||||
Advanced Circuits | ||||||||
On May 23, 2012, the Company’s subsidiary, Advanced Circuits, completed the acquisition of Universal Circuits, Inc. a manufacturer of printed circuit boards, for approximately $2.3 million. The manufacturing facility is located in Maple Grove, Minnesota. This acquisition expands ACI’s capabilities and provides immediate access to manufacturing capabilities of more advanced higher tech PCBs. |
Equity_Method_Investment
Equity Method Investment | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity [Abstract] | |||||||||||||
Equity Method Investment | Investment in FOX | ||||||||||||
The Company owns approximately 41% of the outstanding equity of FOX, and has elected to account for its investment in FOX at fair value using the equity method beginning on the date the investment became subject to the equity method of accounting. The investment in FOX had a fair value of $245.2 million at December 31, 2014 based on the closing price of FOX shares on that date. The Company recognized a gain of $11.0 million in the consolidated statement of operations for the year ended December 31, 2014 due to an increase in the fair value of the FOX investment from the initial date of measurement through year-end. | |||||||||||||
The following table reflects the year to date activity from our investment in FOX (in thousands): | |||||||||||||
Year ended December 31, 2014 | |||||||||||||
Balance January 1, 2014 | $ | — | |||||||||||
Effect of deconsolidation (1) | 234,185 | ||||||||||||
Gain on investment | 11,029 | ||||||||||||
Balance December 31, 2014 | $ | 245,214 | |||||||||||
(1) Refer to Footnote B to the consolidated financial statements. | |||||||||||||
The results of operations and balance sheet information of the Company's FOX investment are summarized below: | |||||||||||||
December 31, 2014 | |||||||||||||
Condensed Income Statement information (1): | |||||||||||||
Net revenue | $ | 306,734 | |||||||||||
Gross profit | 94,420 | ||||||||||||
Operating income | 34,623 | ||||||||||||
Net income | 27,686 | ||||||||||||
Condensed Balance Sheet information: | |||||||||||||
Current assets | $ | 112,609 | |||||||||||
Non-current assets | 145,828 | ||||||||||||
$ | 258,437 | ||||||||||||
Current liabilities | $ | 60,825 | |||||||||||
Non-current liabilities | 68,806 | ||||||||||||
Stockholders' equity | 128,806 | ||||||||||||
$ | 258,437 | ||||||||||||
(1) The condensed income statement information included in the table above reflects Fox's results of operations for the full fiscal year ending December 31, 2014. FOX's results of operations for the period from January 1, 2014 through July 10, 2014, the date of deconsolidation, are included in the results of operations of the Company for the year ending December 31, 2014. | |||||||||||||
The following table summarizes FOX's results of operations that are included in the Company's consolidated results of operations for the period from January 1, 2014 through July 10, 2014, the date of deconsolidation, and for the years ended December 31, 2013 and 2012 (in thousands): | |||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net revenue | $ | 149,995 | $ | 272,746 | $ | 235,869 | |||||||
Gross profit | 46,294 | 80,129 | 62,829 | ||||||||||
Operating income | 17,294 | 38,781 | 26,152 | ||||||||||
Net income | 15,047 | 24,102 | 14,210 | ||||||||||
Discontinued_Operations
Discontinued Operations | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Discontinued Operations and Disposal Groups [Abstract] | ||||
Discontinued Operations | Discontinued Operations | |||
HALO sale | ||||
On May 1, 2012, the Company sold its majority owned subsidiary HALO, to Candlelight Investment Holdings, Inc., for a total enterprise value of $76.5 million. The transaction is subject to customary escrow requirements and adjustment for certain changes in the working capital of HALO. The HALO purchase agreement contains customary representations, warranties, covenants and indemnification provisions. | ||||
At the closing, the Company received approximately $66.0 million in cash in respect of its debt and equity interests in HALO and for the payment of accrued interest and fees after payments to non-controlling shareholders and payment of all transaction expenses. The Company also subsequently received approximately $0.8 million of proceeds that were held in escrow. In addition, the Company expects to receive a tax refund of approximately $1.0 million resulting from the tax benefit of the transaction expenses incurred in connection with the transaction. The net proceeds were used to repay outstanding debt under the Company’s Revolving Credit Facility. The Company recognized a loss of $0.5 million for the year ended December 31, 2012 as a result of the sale of HALO. The Company paid profit allocation of $0.2 million to Holders in the fourth quarter of 2012. | ||||
Summarized operating results for HALO for the period from January 1, 2012 through the date of disposition were as follows (in thousands): | ||||
For the period | ||||
Jan. 1, 2012 | ||||
through | ||||
disposition | ||||
Net sales | $ | 51,253 | ||
Operating loss | (2,141 | ) | ||
Loss from continuing operations before income taxes | (2,141 | ) | ||
Benefit for income taxes | (973 | ) | ||
Loss from discontinued operations (1) | $ | (1,168 | ) | |
-1 | The results of for the period from January 1, 2012 through disposition excludes $0.7 million of intercompany interest expense, respectively. |
Operating_Segment_Data
Operating Segment Data | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||||||||||
Operating Segment Data | Operating Segment Data | |||||||||||||||||||||||||||
At December 31, 2014, the Company had nine reportable operating segments. Each operating segment represents a platform acquisition. The Company’s operating segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies. A description of each of the reportable segments and the types of products from which each segment derives its revenues is as follows: | ||||||||||||||||||||||||||||
• | CamelBak is a diversified hydration and personal protection platform, offering products for outdoor, recreation and military applications. CamelBak offers a broad range of recreational / military hydration packs, reusable water bottles, specialized military gloves and performance accessories. Through its global distribution network, CamelBak products are available in more than 65 countries worldwide. CamelBak is headquartered in Petaluma, California. | |||||||||||||||||||||||||||
• | Ergobaby, headquartered in Los Angeles, California, is a designer, marketer and distributor of wearable baby carriers and related baby wearing products, as well as stroller travel systems and accessories. Ergobaby offers a broad range of wearable baby carriers, stroller travel systems and related products that are sold through more than 450 retailers and web shops in the United States and throughout the world. Ergobaby has two main product lines: baby carriers (baby carriers and accessories) and infant travel systems (strollers and accessories). | |||||||||||||||||||||||||||
• | Liberty Safe is a designer, manufacturer and marketer of premium home and gun safes in North America. From it’s over 314,000 square foot manufacturing facility, Liberty produces a wide range of home and gun safe models in a broad assortment of sizes, features and styles. Liberty is headquartered in Payson, Utah. | |||||||||||||||||||||||||||
• | Advanced Circuits, an electronic components manufacturing company, is a provider of small-run, quick-turn and volume production rigid printed circuit boards. ACI manufactures and delivers custom printed circuit boards to customers primarily in North America. ACI is headquartered in Aurora, Colorado. | |||||||||||||||||||||||||||
• | American Furniture is a low cost manufacturer of upholstered furniture sold to major and mid-sized retailers. American Furniture operates in the promotional-to-moderate priced upholstered segment of the furniture industry, which is characterized by affordable prices, fresh designs and fast delivery to the retailers. American Furniture was founded in 1998 and focuses on 3 product categories: (i) stationary, (ii) motion (reclining sofas/loveseats.) and (iii) recliners. AFM is headquartered in Ecru, Mississippi and its products are sold in the United States. | |||||||||||||||||||||||||||
• | Arnold Magnetics is a global manufacturer of engineered magnetic solutions for a wide range of specialty applications and end-markets, including energy, medical, aerospace and defense, consumer electronics, general industrial and automotive. Arnold Magnetics produces high performance permanent magnets (PMAG), flexible magnets (FlexMag) and precision foil products (Precision Thin Metals) that are mission critical in motors, generators, sensors and other systems and components. Based on its long-term relationships, the company has built a diverse and blue-chip customer base totaling more than 2,000 clients worldwide. Arnold Magnetics is headquartered in Rochester, New York. | |||||||||||||||||||||||||||
• | Clean Earth provides environmental services for a variety of contaminated materials including soils dredged materials, hazardous waste and drill cuttings. Clean Earth analyzes, treats, documents and recycles waste streams generated in multiple end markets such as power, construction, oil and gas, infrastructure, industrial and dredging. Clean Earth is headquartered in Hatsboro, Pennsylvania and operates 14 facilities in the eastern United States. | |||||||||||||||||||||||||||
• | SternoCandleLamp is a manufacturer and marketer of portable food warming fuel and creative table lighting solutions for the food service industry. SternoCandleLamp's products include wick and gel chafing fuels, butane stoves and accessories, liquid and traditional wax candles, catering equipment and lamps. SternoCandleLamp is headquartered in Corona, California. | |||||||||||||||||||||||||||
• | Tridien is a designer and manufacturer of powered and non-powered medical therapeutic support surfaces and patient positioning devices serving the acute care, long-term care and home health care markets. Tridien is headquartered in Coral Springs, Florida and its products are sold primarily in North America. | |||||||||||||||||||||||||||
The tabular information that follows shows data for each of the operating segments reconciled to amounts reflected in the consolidated financial statements. The operations of each of the operating segments are included in consolidated operating results as of their date of acquisition. FOX was an operating segment of the Company until July 10, 2014, when FOX was deconsoldiated and became an equity method investment. The results of operations of FOX are included in the disaggregated revenue and other financial data presented for the year ending December 31, 2014 for the period from January 1, 2014 through July 10, 2014. Segment profit is determined based on internal performance measures used by the Chief Executive Officer to assess the performance of each business. All our operating segments are deemed reporting units for purposes of annual or event-driven goodwill impairment testing, with the exception of Arnold Magnetics which has three reporting units (PMAG, FlexMag and Precision Thin Metals). Segment profit excludes certain charges from the acquisitions of the Company’s initial businesses not pushed down to the segments which are reflected in the Corporate and other line item. There were no significant inter-segment transactions. | ||||||||||||||||||||||||||||
A disaggregation of the Company’s consolidated revenue and other financial data for the years ended December 31, 2014, 2013 and 2012 is presented below (in thousands): | ||||||||||||||||||||||||||||
Year ended December 31, | ||||||||||||||||||||||||||||
Net sales of operating segments | 2014 | 2013 | 2012 | |||||||||||||||||||||||||
CamelBak | $ | 148,675 | $ | 139,943 | $ | 157,633 | ||||||||||||||||||||||
Ergobaby | 82,255 | 67,340 | 64,032 | |||||||||||||||||||||||||
FOX | 149,995 | 272,746 | 235,869 | |||||||||||||||||||||||||
Liberty | 90,149 | 126,541 | 91,622 | |||||||||||||||||||||||||
ACI | 85,918 | 87,406 | 84,071 | |||||||||||||||||||||||||
American Furniture | 129,696 | 104,885 | 91,455 | |||||||||||||||||||||||||
Arnold Magnetics | 123,205 | 126,606 | 104,184 | |||||||||||||||||||||||||
Clean Earth | 68,440 | — | — | |||||||||||||||||||||||||
SternoCandleLamp | 36,713 | — | — | |||||||||||||||||||||||||
Tridien | 67,254 | 60,072 | 55,855 | |||||||||||||||||||||||||
Total | 982,300 | 985,539 | 884,721 | |||||||||||||||||||||||||
Reconciliation of segment revenues to consolidated revenues: | ||||||||||||||||||||||||||||
Corporate and other | — | — | — | |||||||||||||||||||||||||
Total consolidated revenues | $ | 982,300 | $ | 985,539 | $ | 884,721 | ||||||||||||||||||||||
International Revenues | ||||||||||||||||||||||||||||
Revenues from geographic locations outside the United States were material for the following segments: CamelBak, Ergobaby, Arnold and SternoCandleLamp, in each of the periods presented. Revenue attributable to any individual foreign country is not material. The international revenues from FOX in 2014 are for the period from January 1, 2014 through July 10, 2014, the date of deconsolidation. There were no significant inter-segment transactions. | ||||||||||||||||||||||||||||
Year ended December 31, | ||||||||||||||||||||||||||||
International revenues | 2014 | 2013 | 2012 | |||||||||||||||||||||||||
CamelBak | $ | 37,330 | $ | 31,639 | $ | 30,095 | ||||||||||||||||||||||
Ergobaby | 46,702 | 40,322 | 37,576 | |||||||||||||||||||||||||
FOX | 79,306 | 176,633 | 151,586 | |||||||||||||||||||||||||
Arnold Magnetics | 55,591 | 61,406 | 45,850 | |||||||||||||||||||||||||
SternoCandleLamp | 2,137 | — | — | |||||||||||||||||||||||||
Total international revenues | $ | 221,066 | $ | 310,000 | $ | 265,107 | ||||||||||||||||||||||
Year ended December 31, | ||||||||||||||||||||||||||||
Profit (loss) of operating segments (1) | 2014 | 2013 | 2012 | |||||||||||||||||||||||||
CamelBak | $ | 17,913 | $ | 17,919 | $ | 25,501 | ||||||||||||||||||||||
Ergobaby | 18,147 | 12,616 | 10,928 | |||||||||||||||||||||||||
FOX | 17,292 | 38,781 | 26,152 | |||||||||||||||||||||||||
Liberty | (2,717 | ) | 12,458 | 5,985 | ||||||||||||||||||||||||
ACI (2) | 22,455 | 22,945 | 23,967 | |||||||||||||||||||||||||
American Furniture | 3,661 | 175 | (1,520 | ) | ||||||||||||||||||||||||
Arnold Magnetics (3) | 7,095 | 8,914 | (518 | ) | ||||||||||||||||||||||||
Clean Earth (4) | 2,737 | — | — | |||||||||||||||||||||||||
SternoCandleLamp (5) | (1,810 | ) | — | — | ||||||||||||||||||||||||
Tridien (6) | 2,191 | (10,227 | ) | 3,667 | ||||||||||||||||||||||||
Total | 86,964 | 103,581 | 94,162 | |||||||||||||||||||||||||
Reconciliation of segment profit to consolidated income (loss) from continuing operations before income taxes: | ||||||||||||||||||||||||||||
Interest expense, net | (27,068 | ) | (19,376 | ) | (25,001 | ) | ||||||||||||||||||||||
Other income (expense), net | (139 | ) | (77 | ) | (183 | ) | ||||||||||||||||||||||
Gain on equity method investment | 11,029 | — | — | |||||||||||||||||||||||||
Corporate and other (7) | 228,633 | 15,417 | (42,156 | ) | ||||||||||||||||||||||||
Total consolidated income (loss) from continuing operations before income taxes | $ | 299,419 | $ | 99,545 | $ | 26,822 | ||||||||||||||||||||||
-1 | Segment profit (loss) represents operating income (loss). | |||||||||||||||||||||||||||
-2 | The year ended December 31, 2012 includes $0.4 million of acquisition-related costs incurred as a result of the acquisition of Universal Circuits. | |||||||||||||||||||||||||||
-3 | The year ended December 31, 2012 results include $4.8 million of acquisition-related costs incurred in connection with the acquisition of Arnold, and $3.1 million of cost of goods sold expense associated with the amortization of the inventory fair value step-up recorded in 2012 in connection with the acquisition of Arnold. | |||||||||||||||||||||||||||
-4 | The year ended December 31, 2014 includes $1.9 million of acquisition related costs incurred in connection with the acquisition of Clean Earth, and $0.6 million in integration service fees paid to CGM. | |||||||||||||||||||||||||||
-5 | The year ended December 31, 2014 includes $2.8 million of acquisition related costs incurred in connection with the acquisition of SternoCandleLamp, $2.0 million of cost of goods sold expense related to the amortization of the step-up in inventory basis resulting from the purchase price allocation of SternoCandleLamp, and $0.1 million in integration service fees paid to CGM. | |||||||||||||||||||||||||||
-6 | Includes $12.9 million of goodwill and intangible assets impairment charges during the year ended December 31, 2013. See Note H - Property, Plant and Equipment. | |||||||||||||||||||||||||||
-7 | Primarily relates to the gain on the deconsolidation of FOX during 2014, the supplemental put reversal as a result of termination of the MSA during 2013, fair value adjustments to the supplemental put liability during 2012, and management fees expensed and payable to CGM. | |||||||||||||||||||||||||||
Accounts receivable | Accounts | Accounts | ||||||||||||||||||||||||||
Receivable | Receivable | |||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||
CamelBak | $ | 23,346 | $ | 18,054 | ||||||||||||||||||||||||
Ergobaby | 9,671 | 8,626 | ||||||||||||||||||||||||||
FOX | — | 34,197 | ||||||||||||||||||||||||||
Liberty | 11,376 | 13,029 | ||||||||||||||||||||||||||
ACI | 5,730 | 5,542 | ||||||||||||||||||||||||||
American Furniture | 16,641 | 11,502 | ||||||||||||||||||||||||||
Arnold Magnetics | 15,664 | 16,922 | ||||||||||||||||||||||||||
Clean Earth | 52,059 | — | ||||||||||||||||||||||||||
SternoCandleLamp | 21,113 | — | ||||||||||||||||||||||||||
Tridien | 7,135 | 7,288 | ||||||||||||||||||||||||||
Total | 162,735 | 115,160 | ||||||||||||||||||||||||||
Reconciliation of segment to consolidated totals: | ||||||||||||||||||||||||||||
Corporate and other | — | — | ||||||||||||||||||||||||||
Total | 162,735 | 115,160 | ||||||||||||||||||||||||||
Allowance for doubtful accounts | (5,200 | ) | (3,424 | ) | ||||||||||||||||||||||||
Total consolidated net accounts receivable | $ | 157,535 | $ | 111,736 | ||||||||||||||||||||||||
Goodwill | Goodwill | Identifiable | Identifiable | Depreciation and Amortization | ||||||||||||||||||||||||
Dec. 31, | Dec. 31, | Assets | Assets | Year ended December 31, | ||||||||||||||||||||||||
Dec. 31, | Dec. 31, | |||||||||||||||||||||||||||
Goodwill and identifiable assets of operating segments | 2014 | 2013 | 2014(1) | 2013(1) | 2014 | 2013 | 2012 | |||||||||||||||||||||
CamelBak | $ | 5,546 | $ | 5,546 | $ | 207,831 | $ | 218,081 | $ | 13,240 | $ | 12,929 | $ | 12,973 | ||||||||||||||
Ergobaby | 41,664 | 41,664 | 65,309 | 65,838 | 3,832 | 3,686 | 4,215 | |||||||||||||||||||||
FOX | — | 31,924 | — | 93,700 | 4,785 | 7,759 | 7,204 | |||||||||||||||||||||
Liberty | 32,828 | 32,684 | 34,139 | 49,247 | 6,250 | 6,173 | 7,023 | |||||||||||||||||||||
ACI | 57,615 | 57,615 | 19,334 | 22,044 | 4,606 | 4,930 | 4,865 | |||||||||||||||||||||
American Furniture | — | — | 27,810 | 32,851 | 205 | 184 | 139 | |||||||||||||||||||||
Arnold Magnetics (2) | 51,767 | 51,767 | 77,610 | 87,921 | 8,528 | 8,135 | 9,373 | |||||||||||||||||||||
Clean Earth | 110,633 | — | 203,938 | — | 6,605 | — | — | |||||||||||||||||||||
SternoCandleLamp | 33,716 | — | 126,302 | — | 4,643 | — | — | |||||||||||||||||||||
Tridien (3) | 16,762 | 16,762 | 14,844 | 15,324 | 2,503 | 2,178 | 2,330 | |||||||||||||||||||||
Total | 350,531 | 237,962 | 777,117 | 585,006 | 55,197 | 45,974 | 48,122 | |||||||||||||||||||||
Reconciliation of segment to consolidated total: | ||||||||||||||||||||||||||||
Corporate and other identifiable assets | — | — | 253,599 | 101,560 | 501 | 253 | 228 | |||||||||||||||||||||
Amortization of debt issuance costs and original issue discount | 3,125 | 3,366 | 4,169 | |||||||||||||||||||||||||
Goodwill carried at Corporate level (4) | 8,649 | 8,649 | — | — | — | — | — | |||||||||||||||||||||
Total | $ | 359,180 | $ | 246,611 | $ | 1,030,716 | $ | 686,566 | $ | 58,823 | $ | 49,593 | $ | 52,519 | ||||||||||||||
-1 | Does not include accounts receivable balances per schedule above. | |||||||||||||||||||||||||||
-2 | Arnold Magnetics has three reporting units PMAG, FlexMag and Precision Thin Metals with goodwill balances of $40.4 million, $4.8 million and $6.5 million, respectively. | |||||||||||||||||||||||||||
-3 | Tridien goodwill and identifiable assets reflect impairment incurred during 2013 (see Note H). | |||||||||||||||||||||||||||
-4 | Represents goodwill resulting from purchase accounting adjustments not “pushed down” to the segments. This amount is allocated back to the respective segments for purposes of goodwill impairment testing. During 2013 the Tridien goodwill previously carried at Corporate was pushed down to Tridien. The remaining amount of goodwill at the Corporate level relates to ACI. |
Property_Plant_and_Equipment_a
Property, Plant and Equipment and Inventory | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment and Inventory | Property, Plant, Equipment and Inventory | |||||||
Property, plant and equipment | ||||||||
Property, plant and equipment is comprised of the following (in thousands): | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Machinery and equipment | $ | 127,035 | $ | 90,717 | ||||
Office furniture, computers and software | 12,322 | 11,385 | ||||||
Leasehold improvements | 10,419 | 15,354 | ||||||
Buildings and land | 25,271 | 425 | ||||||
175,047 | 117,881 | |||||||
Less: accumulated depreciation | (59,176 | ) | (49,822 | ) | ||||
Total | $ | 115,871 | $ | 68,059 | ||||
Depreciation expense was approximately $20.0 million, $16.6 million and $14.8 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||
Inventory | ||||||||
Inventory is comprised of the following (in thousands): | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Raw materials and supplies | $ | 49,727 | $ | 74,325 | ||||
Work-in-process | 10,632 | 13,579 | ||||||
Finished goods | 59,442 | 73,664 | ||||||
Less: obsolescence reserve | (8,587 | ) | (8,620 | ) | ||||
Total | $ | 111,214 | $ | 152,948 | ||||
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets | |||||||||
Goodwill represents the difference between purchase cost and the fair value of net assets acquired in business acquisitions. Indefinite lived intangible assets, representing trademarks and trade names, are not amortized unless their useful life is determined to be finite. Long-lived intangible assets are subject to amortization using the straight-line method. Goodwill and indefinite lived intangible assets are tested for impairment annually as of March 31st of each year and more often if a triggering event occurs, by comparing the fair value of each reporting unit to its carrying value. Each of the Company’s businesses represents a reporting unit except Arnold, which is comprised of three reporting units. | ||||||||||
2014 Annual Goodwill Impairment Testing | ||||||||||
At March 31, 2014, the Company elected to use the qualitative assessment alternative to test goodwill for impairment for each of the reporting units that maintain a goodwill carrying value. The Company determined that two of Arnold’s three reporting units required further quantitative testing (Step 1) since the Company could not conclude that the fair value of Arnold’s reporting units exceeded their carrying values based solely on qualitative factors. Results of the quantitative analysis indicated that the fair value of these reporting units exceeds their carrying value. The fair value of the reporting unit was determined utilizing a discounted cash flow methodology ("DCF") on both an income and market approach for the Flexmag reporting unit and the income approach for Precision Thin Metals reporting unit. A representative market does not exist for Precision Thin metals. The DCF utilized a weighted average cost of capital of 12.5% for Flexmag and 14.5% for Precision Thin Metals. | ||||||||||
The following factors were considered when making the qualitative assessment prior to performing Step 1 of the goodwill impairment test: | ||||||||||
• | Macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets; | |||||||||
• | Industry and market considerations such as deterioration in the environment in which an entity operates, an increased competitive environment, a decline (both absolute and relative to its peers) in market-dependent multiples or metrics, a change in the market for an entity’s products or services, or a regulatory or political development; | |||||||||
• | Cost factor, such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows; | |||||||||
• | Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual or planned revenue or earnings compared with actual and projected results of relevant prior periods; | |||||||||
• | Other relevant entity-specific events such as litigation, contemplation of bankruptcy, or changes in management, key personnel, strategy, or customers; and | |||||||||
• | Events affecting a reporting unit such as change in the composition or carrying amount of its net assets, a more-likely-than-not expectation of selling or disposing of all or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or a recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit. | |||||||||
In addition to considering the above factors we performed the following procedures as of March 31, 2014 for each of our reporting units except for the Arnold Flexmag and Precision Thin Metals reporting units: | ||||||||||
• | Compared and assessed trailing twelve month (“TTM”) net sales as of March 31, 2014 to TTM net sales as of March 31, 2013: | |||||||||
• | Compared and assessed TTM operating income as of March 31, 2014 to TTM operating income as of March 31, 2013; | |||||||||
• | Compared and assessed TTM Adjusted EBITDA as of March 31, 2014 to Adjusted EBITDA as of March 31, 2013; | |||||||||
• | Compared and assessed Adjusted EBITDA for the year-ended December 31, 2013 to Budget; | |||||||||
• | Compared and assessed Adjusted EBITDA for the three-months ended March 31, 2014 to Budget; | |||||||||
• | Compared the fair value of each of our reporting units to its carrying amount as of March 31, 2014 and concluded that in each case the fair value of the reporting unit was in excess of its carrying amount; and | |||||||||
• | Performed Market Cap reconciliation for CODI and determined that CODI’s public market cap was in excess of the fair value of its consolidated equity. | |||||||||
Based on our qualitative assessment as outlined above we believe that it is more likely than not that the fair value of each of our reporting units exceeds its carrying amount at March 31, 2014. | ||||||||||
2014 Annual Indefinite Lived Intangible Asset Impairment Testing | ||||||||||
At March 31, 2014, the Company elected to use the qualitative assessment alternative to test indefinite lived intangible assets for impairment for each of the reporting units that maintain indefinite lived intangible assets. The optional qualitative assessment permits an entity to consider events and circumstances that could affect the fair value of the indefinite-lived intangible asset and avoid the quantitative test if the entity is able to support a conclusion that the indefinite-lived intangible asset is not impaired. The Company’s indefinite-lived intangible assets consisted of trade names with a carrying value of approximately $147.6 million at March 31, 2014. Results of the qualitative analysis indicate that the fair value of the Company’s indefinite-lived intangible assets exceeded their carrying value. | ||||||||||
2013 Annual Goodwill Impairment Test | ||||||||||
The Company completed its analysis of the 2013 annual goodwill impairment testing as of March 31, 2013. The Company elected to use the qualitative assessment alternative to test goodwill for impairment for each of the reporting units that maintain a goodwill carrying value with the exception of Arnold which required further quantitative testing (step 1), in that the Company could not conclude that the fair value of the Arnold reporting units exceeded the carrying value based on qualitative factors alone. As of March 31, 2013 the Company had concluded that the estimated fair value of each of the reporting units subject to the qualitative assessment exceeded its carrying value. In addition, based on the step 1 quantitative impairment analysis of the three reporting units at Arnold, the Company has concluded that the fair value for each of Arnold’s three reporting units exceeded its carrying amount. | ||||||||||
2013 Interim Goodwill Impairment Testing | ||||||||||
During the second quarter of 2013, one of Tridien’s largest customers lost a large contract program that was being serviced substantially with Tridien product. The expected lost sales and net income were significant enough to trigger an interim goodwill impairment analysis. The result of the interim goodwill impairment analysis indicated that the fair value of goodwill exceeded the carrying value of goodwill ($28.2 million) by approximately 6%. The weighted average cost of capital used in the anlaysis was 14.5%. A 1% increase in the weighted average cost of capital would have required the Company to impair Tridien’s goodwill balance at June 30, 2013. | ||||||||||
During the fourth quarter of 2013, further revenue decreases led the Company to lower its forecasted revenue growth at Tridien to reflect expected deterioration of future growth rates based on current operating results and future negative trends at the Tridien reporting unit. Revenue growth rates have a significant impact on the discounted cash flow models for the reporting unit and as a result, the change in the forecast triggered an interim goodwill impairment analysis. The result of the interim impairment analysis (step 1) indicated that goodwill was impaired. Further testing (step 2) resulted in the following: (i) goodwill was written down $11.5 million to a balance of $16.8 million; (ii) trade names were written down $0.4 million to a balance of $0.2 million and; (iii) technology assets were written down $0.1 million to a balance of $0.8 million. These charges were recorded as impairment expense in the accompanying consolidated statement of operations. | ||||||||||
2013 Annual Indefinite Lived Intangible Asset Impairment Testing | ||||||||||
At March 31, 2013, the Company elected to use the qualitative assessment alternative to test its indefinite-lived intangible assets for impairment. As of March 31, 2013, the Company concluded that the estimated fair value of each of its indefinite lived intangible assets exceeded its carrying value. | ||||||||||
2013 Interim Indefinite Lived Intangible Asset Impairment Testing | ||||||||||
During the second quarter of 2013, one of Tridien’s largest customers lost a large contract program that was being serviced substantially with Tridien product. The expected lost sales and net income were significant enough to trigger an interim indefinite-lived asset impairment analysis. The analysis indicated that sales of Tridien product, reliant on trade names could not fully support the carrying value of Tridien’s trade names. As such, the Company wrote down the value of the trade names by $0.9 million to a carrying value of approximately $0.6 million. | ||||||||||
As discussed above, during the fourth quarter of 2013, the Company lowered its forecasted revenue growth at Tridien to reflect expected deterioration of future growth rates based on current operating results and future negative trends at the Tridien reporting unit. The resulting impairment test resulted in an additional impairment of trade name intangible of $0.4 million. See above for results of the testing. | ||||||||||
2012 Annual Goodwill Impairment Testing | ||||||||||
The Company conducted its 2012 annual goodwill impairment testing as of March 31, 2012. At each of the reporting units tested, the units’ implied fair value of goodwill exceeded its carrying value. | ||||||||||
2012 Indefinite Lived Intangible Asset Impairment Testing | ||||||||||
The Company completed its 2012 annual impairment testing on indefinite lived intangible assets as of March 31, 2012 and the results of the testing did not indicate impairment. | ||||||||||
Tridien | ||||||||||
In January 2015, one of Tridien’s largest customers informed the Company they would not renew their purchase agreement when it expires on September 30, 2015. This customer represented 20% of Tridien’s sales in 2014. The expected lost sales and net income are significant enough to trigger an interim goodwill and indefinite-lived asset impairment analysis which will be performed during the first quarter of 2015. At December 31, 2014, Tridien had goodwill of $16.8 million and indefinite lived intangibles of $0.1 million recorded on its balance sheet. It is possible that the result of the lost sales and net income from this customer may result in a goodwill impairment. | ||||||||||
A reconciliation of the change in the carrying value of goodwill for the years ended December 31, 2014 and 2013 are as follows (in thousands): | ||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||
Beginning balance: | ||||||||||
Goodwill | $ | 299,514 | $ | 298,962 | ||||||
Accumulated impairment losses | (52,903 | ) | (41,435 | ) | ||||||
246,611 | 257,527 | |||||||||
Impairment losses | — | (11,468 | ) | |||||||
Acquisition of businesses (1) | 157,864 | 552 | ||||||||
Effect of deconsolidation of subsidiary (2) | (45,295 | ) | — | |||||||
Total adjustments | 112,569 | (10,916 | ) | |||||||
Ending balance: | ||||||||||
Goodwill | 412,083 | 299,514 | ||||||||
Accumulated impairment losses | (52,903 | ) | (52,903 | ) | ||||||
$ | 359,180 | $ | 246,611 | |||||||
-1 | Acquisition of businesses during the year ended December 31, 2014 relates to the acquisition of Clean Earth in August 2014, SternoCandleLamp in October 2014, the acquisition of AES by Clean Earth in December 2014, and the acquisition of Sport Truck by FOX in March 2014. The $12.0 million of goodwill related to the Sport Truck acquisition and the $0.6 million related to a prior year acquisition by FOX is included in the amount of $45.3 million that was deconsolidated during the year ended December 31, 2014. | |||||||||
-2 | As a result of the sale of shares by the Company in the FOX Secondary Offering, the Company's ownership interest in FOX decreased to approximately 41%, which resulted in the deconsolidation of the FOX operating segment from the Company's consolidated financial statements effective July 10, 2014. | |||||||||
Approximately $88.9 million of goodwill is deductible for income tax purposes at December 31, 2014. | ||||||||||
Other intangible assets subject to amortization are comprised of the following (in thousands): | ||||||||||
December 31, | December 31, | Weighted | ||||||||
2014 | 2013 | Average | ||||||||
Useful Lives | ||||||||||
Customer relationships | $ | 266,976 | $ | 192,387 | 12 | |||||
Technology and patents | 56,731 | 89,443 | 8 | |||||||
Trade names, subject to amortization | 7,595 | 7,595 | 17 | |||||||
Licensing and non-compete agreements | 7,856 | 7,736 | 5 | |||||||
Permits and airspace (1) | 98,406 | — | 13 | |||||||
Distributor relations and other | 606 | 606 | 5 | |||||||
438,170 | 297,767 | |||||||||
Accumulated amortization: | ||||||||||
Customer relationships | (75,813 | ) | (64,752 | ) | ||||||
Technology and patents | (26,906 | ) | (44,703 | ) | ||||||
Trade names, subject to amortization | (3,763 | ) | (1,895 | ) | ||||||
Licensing and non-compete agreements | (7,499 | ) | (6,798 | ) | ||||||
Permits and airspace | (3,104 | ) | — | |||||||
Distributor relations and other | (606 | ) | (606 | ) | ||||||
Total accumulated amortization | (117,691 | ) | (118,754 | ) | ||||||
Trade names, not subject to amortization | 166,741 | 131,346 | ||||||||
Total intangibles, net | $ | 487,220 | $ | 310,359 | ||||||
(1) Permits and airspace intangible assets relate to the acquisition of Clean Earth in August 2014. Permits are obtained by Clean Earth for the treatment of soil and solid waste from various government municipalities and are amortized over the estimated life of the permit. Modifications of existing permits to accept new waste streams, alterations of existing permits to enhance the permit limitations, and new permits, as well as the related costs associated with obtaining, modifying or renewing the permits, are capitalized and amortized over the estimated life of the permit. | ||||||||||
Estimated charges to amortization expense of intangible assets over the next five years, is as follows, (in thousands): | ||||||||||
2015 | $ | 40,589 | ||||||||
2016 | 38,368 | |||||||||
2017 | 35,451 | |||||||||
2018 | 32,974 | |||||||||
2019 | 31,556 | |||||||||
$ | 178,938 | |||||||||
The Company’s amortization expense of intangible assets for the years ended December 31, 2014, 2013 and 2012 totaled $33.6 million, $29.6 million and $30.3 million, and respectively. |
Fair_Value_Measurement
Fair Value Measurement | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||
Fair Value Measurement | Fair Value Measurement | |||||||||||||||||||
The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2014 and 2013 (in thousands): | ||||||||||||||||||||
Fair Value Measurements at December 31, 2014 | ||||||||||||||||||||
Carrying | Level 1 | Level 2 | Level 3 | |||||||||||||||||
Value | ||||||||||||||||||||
Assets: | ||||||||||||||||||||
Equity method investment - FOX | $ | 245,214 | $ | 245,214 | $ | — | $ | — | ||||||||||||
Liabilities: | ||||||||||||||||||||
Call option of noncontrolling shareholder (1) | (25 | ) | — | — | (25 | ) | ||||||||||||||
Put option of noncontrolling shareholders (2) | (50 | ) | — | — | (50 | ) | ||||||||||||||
Interest rate swaps | (9,828 | ) | — | (9,828 | ) | — | ||||||||||||||
Total recorded at fair value | $ | 235,311 | $ | 245,214 | $ | (9,828 | ) | $ | (75 | ) | ||||||||||
Fair Value Measurements at December 31, 2013 | ||||||||||||||||||||
Carrying | Level 1 | Level 2 | Level 3 | |||||||||||||||||
Value | ||||||||||||||||||||
Assets: | ||||||||||||||||||||
Interest rate cap | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Liabilities: | ||||||||||||||||||||
Call option of noncontrolling shareholder | (25 | ) | — | — | (25 | ) | ||||||||||||||
Put option of noncontrolling shareholders | (50 | ) | — | — | (50 | ) | ||||||||||||||
Interest rate swap | (4,126 | ) | — | (4,126 | ) | — | ||||||||||||||
Total recorded at fair value | $ | (4,201 | ) | $ | — | $ | (4,126 | ) | $ | (75 | ) | |||||||||
-1 | Represents a noncontrolling shareholder’s call option to purchase additional common stock in Tridien. | |||||||||||||||||||
-2 | Represents put options issued to noncontrolling shareholders in connection with the Liberty acquisition. | |||||||||||||||||||
A reconciliation of the change in the carrying value of the Company’s Level 3 fair value measurements for the year ended December 31, 2014 and 2013 is as follows (in thousands): | ||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||
Balance at January 1 | $ | (75 | ) | $ | (51,673 | ) | ||||||||||||||
Payment of supplemental put liability | — | 5,603 | ||||||||||||||||||
Supplemental put expense | — | (15,308 | ) | |||||||||||||||||
Supplemental put termination | — | 61,303 | ||||||||||||||||||
Balance at December 31 | $ | (75 | ) | $ | (75 | ) | ||||||||||||||
Valuation Techniques | ||||||||||||||||||||
Equity method investment | ||||||||||||||||||||
The equity method investment in FOX is measured at fair value using the closing price of FOX's shares on the NASDAQ stock exchange as of the last business day in the reporting period. Since the FOX shares are traded on a public stock exchange, the fair value measurement is categorized as Level I. | ||||||||||||||||||||
Options of noncontrolling shareholders: | ||||||||||||||||||||
The call option of the noncontrolling shareholder was determined based on inputs that were not readily available in public markets or able to be derived from information available in publicly quoted markets. As such, the Company categorized the call option of the noncontrolling shareholder as Level 3. The primary inputs associated with this valuation utilizing a Black-Scholes model are volatility of 30%, an estimated term of 5 years and a discount rate of 45%. An increase or decrease in these primary inputs would not have a material impact on the determination of the fair value of this call option. | ||||||||||||||||||||
The put options of noncontrolling shareholders were determined based on inputs that were not readily available in public markets or able to be derived from information available in publicly quoted markets. As such, the Company categorized the put options of the noncontrolling shareholders as Level 3. The primary inputs associated with this valuation utilizing a Black-Scholes model are volatility of 44%, an estimated term of 5 years and the underlying price equal to a calculation based on trailing twelve months earnings before interest, taxes amortization and depreciation times a multiple established in the shareholder put option agreement. An increase or decrease in these primary inputs would not have a material impact on the determination of the fair value of these put options. | ||||||||||||||||||||
Interest rate swap—liability: | ||||||||||||||||||||
The Company’s derivative instruments at December 31, 2014 consisted of over-the-counter interest rate swap contracts which are not traded on a public exchange. The fair value of the Company’s interest rate swap contracts were determined based on inputs that were readily available in public markets or could be derived from information available in publicly quoted markets. As such, the Company categorized the swaps as Level 2. Changes in the fair value of the interest rate swap liability during the year ended December 31, 2014 were expensed to interest expense on the consolidated statement of operations. Refer to "Note K - Derivative Instruments and Hedging Activities". | ||||||||||||||||||||
2014 Term Loan | ||||||||||||||||||||
At December 31, 2014, the carrying value of the principal under the Company's outstanding 2014 Term Loan, including the current portion, was $323.4 million, which approximates fair value because it has a variable interest rate that reflects market changes in interest rates and changes in the Company's net leverage ratio. The estimated fair value of the outstanding 2014 Term Loan is classified as Level 2 in the fair value hierarchy. | ||||||||||||||||||||
The following table provides the assets and liabilities carried at fair value measured on a non-recurring basis as of December 31, 2013 (in thousands). Refer to "Note H – Goodwill and Intangibles", for a description of the valuation techniques used to determine fair value of the assets measured on a non-recurring basis in the table below. There were no assets and liabilities carried at fair value measured on a non-recurring basis as of December 31, 2014. | ||||||||||||||||||||
Expense | ||||||||||||||||||||
Fair Value Measurements at Dec. 31, 2013 | Year ended | |||||||||||||||||||
December 31, | ||||||||||||||||||||
Non-recurring | Carrying | Level 1 | Level 2 | Level 3 | 2013 | |||||||||||||||
Value | ||||||||||||||||||||
Assets: | ||||||||||||||||||||
Trade name (1) | $ | 205 | $ | — | $ | — | $ | 205 | $ | 1,350 | ||||||||||
Technology (1) | 800 | — | — | 800 | 100 | |||||||||||||||
Goodwill (1) | 16,760 | — | — | 16,760 | $ | 11,468 | ||||||||||||||
-1 | Represents the fair value of the respective assets at the Tridien business segment subsequent to the goodwill impairment, indefinite-lived and long-lived asset impairment charges recognized during the year ended December 31, 2013. Refer to "Note H - Goodwill and Intangibles", for further discussion regarding impairments and valuation techniques applied. |
Debt
Debt | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Debt | Debt | |||||||||||
2014 Credit Agreement | ||||||||||||
On June 6, 2014, the Company obtained a $725 million credit facility from a group of lenders (the “2014 Credit Facility”) led by Bank of America N.A. as Administrative Agent. The 2014 Credit Facility provides for (i) a revolving credit facility of $400 million (the “2014 Revolving Credit Facility”) and (ii) a $325 million term loan (the “2014 Term Loan Facility”). The 2014 Credit Facility permits the Company to increase the 2014 Revolving Credit Facility commitment and/ or obtain additional term loans in an aggregate of up to $200 million. The 2014 Credit Agreement is secured by all of the assets of the Company, including all of its equity interests in, and loans to, its consolidated subsidiaries. | ||||||||||||
2014 Revolving Credit Facility | ||||||||||||
The 2014 Revolving Credit Facility will become due in June 2019. The Company can borrow, prepay and reborrow principal under the 2014 Revolving Credit Facility from time to time during its term. Advances under the 2014 Revolving Credit Facility can be either LIBOR rate loans or base rate loans. LIBOR rate revolving loans bear interest at a rate per annum equal to the London Interbank Offered Rate (the “LIBOR Rate”) plus a margin ranging from 2.00% to 2.75% based on the ratio of consolidated net indebtedness to adjusted consolidated earnings before interest expense, tax expense and depreciation and amortization expenses (the “Consolidated Leverage Ratio”). Base rate revolving loans bear interest at a fluctuating rate per annum equal to the greatest of (i) the prime rate of interest, or (ii) the Federal Funds Rate plus 0.5% (the “Base Rate”), plus a margin ranging from 1.00% to 1.75% based upon the Consolidated Leverage Ratio. | ||||||||||||
2014 Term Loan Facility | ||||||||||||
The 2014 Term Loan Facility expires in June 2021 and requires quarterly payments of approximately$0.81 million that commenced September 30, 2014, with a final payment of all remaining principal and interest due on June 6, 2021. The 2014 Term Loan Facility was issued at an original issue discount of 99.5% of par value and bears interest at either the applicable LIBOR Rate plus 3.25% per annum, or Base Rate plus 2.25% per annum. The LIBOR Rate applicable to both base rate loans and LIBOR rate loans shall in no event be less than 1.00% at any time. | ||||||||||||
Use of Proceeds | ||||||||||||
The proceeds of the 2014 Term Loan Facility and advances under the 2014 Revolving Credit Facility were/will be used to (i) refinance existing indebtedness of the Company, (ii) pay fees and expense, (iii) fund acquisitions of additional businesses, (iv) fund working capital needs and (v) to fund permitted distributions. The Company used approximately $290.0 million of the 2014 Term Loan Facility proceeds to pay all amounts outstanding under the 2011 Credit Agreement and to pay the closing costs. In addition, approximately $1.2 million of the 2014 Revolving Credit Facility commitment was utilized in connection with the issuance of letters of credit. | ||||||||||||
Other | ||||||||||||
The 2014 Credit Facility provides for sub-facilities under the 2014 Revolving Credit Facility pursuant to which an aggregate amount of up to $100.0 million in letters of credit may be issued, as well as swing line loans of up to $25.0 million outstanding at one time. The issuance of such letters of credit and the making of any swing line loan reduces the amount available under the 2014 Revolving Credit Facility. The Company will pay (i) commitment fees on the unused portion of the 2014 Revolving Credit Facility ranging from 0.45% to 0.60% per annum based on its Consolidated Leverage Ratio, (ii) quarterly letter of credit fees, and (iii) administrative and agency fees. | ||||||||||||
Debt Issuance Costs | ||||||||||||
In connection with entering into the 2014 Credit Facility in which the loan syndication consisted of previous members of the syndication under the 2011 Credit Facility who either maintained or increased their position as well as new syndication members, the debt issuance costs associated with the 2011 Credit Facility and the 2014 Credit Facility have been classified as either debt modification costs which have been capitalized and will be amortized over the term of the 2014 Credit Facility, or debt extinguishment costs which have been recorded as an expense in the accompanying condensed consolidated statement of operations. The Company paid debt issuance costs of $7.3 million in connection with the 2014 Credit Facility (of which $0.2 million was expensed as debt modification and extinguishment costs and $7.1 million is being amortized over the term of the related debt in the 2014 Credit Facility) and recorded additional debt modification and extinguishment costs of $2.1 million to write-off previously capitalized debt issuance costs. | ||||||||||||
2011 Credit Agreement | ||||||||||||
On October 27, 2011, the Company entered into a Credit Facility with a group of Lenders led by TD Securities for a $515 million credit facility, with an optional $135 million increase (the “2011 Credit Facility”). The 2011 Credit Facility provided for (i) a revolving line of credit of $290 million which was subsequently increased to $320 million (the "2011 Revolving credit Facility"), and (ii) a $225 million term loan which was subsequently increased to $279 million (the “2011 Term Loan Facility”). The 2011Term Loan Facility was issued at an original issuance discount of 96%. Amounts borrowed under the 2011 Revolving Credit Facility bore interest based on a leverage ratio defined in the credit agreement at either LIBOR plus a margin ranging from 2.5% to3.50%, or base rate plus a margin ranging from 1.50% to 2.50%. Amounts outstanding under the 2011 Term Loan Facility bore interest at LIBOR plus 4.00% with a LIBOR floor of 1.00%, or base rate plus a margin ranging from 1.50% to 2.50%. The 2011 Revolving Credit Facility was set to mature in October 2016, and the 2011 Term Loan Facility required quarterly payments of approximately $0.71 million, with the final payment of all remaining outstanding principle and interest due in October 2017. The Company was required to pay commitment fees of 1% per annum of the unused portion of the 2011 Revolving Credit Facility. The 2011 Credit Facility was terminated in June 2014. | ||||||||||||
Covenants | ||||||||||||
The Company is subject to certain customary affirmative and restrictive covenants arising under the 2014 Credit Facility. The following table reflects required and actual financial ratios as of December 31, 2014 included as part of the affirmative covenants in the 2014 Credit Facility: | ||||||||||||
Description of Required Covenant Ratio | Covenant Ratio Requirement | Actual Ratio | ||||||||||
Fixed Charge Coverage Ratio | greater than or equal to 1.5:1.0 | 4.44:1.00 | ||||||||||
Total Debt to EBITDA Ratio | less than or equal to 3.5:1.0 | 2.99:1.00 | ||||||||||
A breach of any of these covenants will be an event of default under the 2014 Credit Facility. Upon the occurrence of an event of default under the 2014 Credit Facility, the 2014 Revolving Credit Facility may be terminated, the 2014 Term Loan Facility and all outstanding loans and other obligations under the Credit Facility may become immediately due and payable and any letters of credit then outstanding may be required to be cash collateralized, and the Agent and the Lenders may exercise any rights or remedies available to them under the Credit Facility. Any such event would materially impair the Company’s ability to conduct its business. As of December 31, 2014, the Company was in compliance with all covenants as defined in the Credit Agreement. | ||||||||||||
Letters of credit | ||||||||||||
The Credit Facility allows for letters of credit in an aggregate face amount of up to $100.0 million. Letters of credit outstanding at December 31, 2014 totaled $4.5 million and at December 31, 2013 totaled approximately $1.6 million. Letter of credit fees recorded to interest expense was $0.1 million in each of the years ended December 31, 2014, 2013 and 2012. | ||||||||||||
Interest hedge | ||||||||||||
The Company has two swap contracts outstanding at December 31, 2014. One swap contract hedges $200 million of outstanding debt through 2016, while the second hedges $220 million of outstanding debt from April 2016 through June 2021. Refer to "Note K - Derivative Instruments and Hedging Activities" for further information on the interest rate derivatives entered into as part of the Term Loan Facility. | ||||||||||||
The following table provides the Company’s debt holdings at December 31, 2014 and December 31, 2013 (in thousands): | ||||||||||||
December 31, | December 31, | |||||||||||
2014 | 2013 | |||||||||||
Revolving Credit Facility | $ | 169,725 | $ | — | ||||||||
FOX Credit Facility | — | 8,000 | ||||||||||
Term Loan Facility | 323,375 | 279,750 | ||||||||||
Original issue discount (1) | (4,303 | ) | (4,511 | ) | ||||||||
Total debt | $ | 488,797 | $ | 283,239 | ||||||||
Less: Current portion, term loan facilities | (3,250 | ) | (2,850 | ) | ||||||||
Long term debt | $ | 485,547 | $ | 280,389 | ||||||||
-1 | The Company recorded $4.6 million in original issue discount upon issuance of the 2014 Term Loan Facility in June 2014. This discount is being amortized over the life of the Term Loan Facility. | |||||||||||
Annual maturities of the 2014 Term Loan Facility and 2014 Revolving Credit Facility are as follows (in thousands): | ||||||||||||
2015 | $ | 3,250 | ||||||||||
2016 | 3,250 | |||||||||||
2017 | 3,250 | |||||||||||
2018 | 3,250 | |||||||||||
2019 | 172,975 | |||||||||||
2020 and thereafter | $ | 307,125 | ||||||||||
$ | 493,100 | |||||||||||
The following details the components of interest expense in each of the years ended December 31, 2014, 2013 and 2012 (in thousands): | ||||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Interest on credit facilities | $ | 16,392 | $ | 15,625 | $ | 17,643 | ||||||
Unused fee on Revolving Credit Facility | 1,914 | 2,349 | 2,666 | |||||||||
Amortization of original issue discount | 882 | 1,243 | 2,312 | |||||||||
Realized losses on interest rate hedges | — | — | 166 | |||||||||
Unrealized losses on interest rate derivatives | 7,709 | 130 | 2,175 | |||||||||
Letter of credit fees | 62 | 53 | 63 | |||||||||
Other | 138 | 15 | 30 | |||||||||
Interest expense | $ | 27,097 | $ | 19,415 | $ | 25,055 | ||||||
Average daily balance of debt outstanding | $ | 379,034 | $ | 294,056 | $ | 271,776 | ||||||
Effective interest rate | 7.2 | % | 6.6 | % | 9.2 | % | ||||||
Derivative_Instruments_and_Hed
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2014 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities |
Interest Rate Swaps | |
On September 16, 2014, the Company purchased an interest rate swap ("New Swap") with a notional amount of $220 million. The New Swap is effective April 1, 2016 through June 6, 2021, the termination date of our 2014 Term Loan. The interest rate swap agreement requires the Company to pay interest rates on the notional amount at the rate of 2.97% in exchange for the three-month LIBOR rate. At December 31, 2014, the New Swap had a fair value loss of $7.4 million, principally reflecting the present value of future payments and receipts under the agreement and is reflected as a component of other non-current liabilities. | |
On October 31, 2011, the Company purchased a three-year interest rate swap (the "Swap") with a notional amount of $200 million effective January 1, 2011 through March 31, 2016. The interest rate swap agreement requires the Company to pay interest on the notional amount at the rate of 2.49% in exchange for the three-month LIBOR rate, with a floor of 1.5%. At December 31, 2014 and 2013, this Swap had a fair value loss of $2.5 million and $4.1 million , respectively, and is reflected in other current and other non-current liabilities with its mark-to-market value reflected as a component of interest expense. At December 31, 2014, the fair value loss of $2.5 million is reflected as a component of other non-current liabilities $(0.5) million with the remaining balance included as a component of current liabilities. | |
The Company did not elect hedge accounting for the above derivative transaction associated with the Credit Facility and changes in fair value are included in interest expense on the consolidated statement of operations. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | Income Taxes | |||||||||||
Compass Diversified Holdings and Compass Group Diversified Holdings LLC are classified as partnerships for U.S. Federal income tax purposes and are not subject to income taxes. Each of the Company’s majority owned subsidiaries are subject to Federal and state income taxes. | ||||||||||||
Components of the Company’s income tax provision (benefit) are as follows (in thousands): | ||||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current taxes | ||||||||||||
Federal | $ | 18,324 | $ | 19,209 | $ | 18,306 | ||||||
State | (2,619 | ) | 4,791 | 3,926 | ||||||||
Foreign | 1,161 | 1,986 | 1,054 | |||||||||
Total current taxes | 16,866 | 25,986 | 23,286 | |||||||||
Deferred taxes: | ||||||||||||
Federal | (6,993 | ) | (3,834 | ) | (1,767 | ) | ||||||
State | (1,186 | ) | (536 | ) | 107 | |||||||
Foreign | (423 | ) | (887 | ) | (557 | ) | ||||||
Total deferred taxes | (8,602 | ) | (5,257 | ) | (2,217 | ) | ||||||
Total tax provision | $ | 8,264 | $ | 20,729 | $ | 21,069 | ||||||
The tax effects of temporary differences that have resulted in the creation of deferred tax assets and deferred tax liabilities at December 31, 2014 and 2013 are as follows (in thousands): | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Tax credits | $ | 430 | $ | 171 | ||||||||
Accounts receivable and allowances | 1,649 | 986 | ||||||||||
Net operating loss carryforwards | 12,569 | 10,854 | ||||||||||
Accrued expenses | 7,909 | 8,026 | ||||||||||
Other | 7,141 | 9,514 | ||||||||||
Total deferred tax assets | $ | 29,698 | $ | 29,551 | ||||||||
Valuation allowance (1) | (12,664 | ) | (12,028 | ) | ||||||||
Net deferred tax assets | 17,034 | 17,523 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Intangible assets | $ | (83,768 | ) | $ | (46,314 | ) | ||||||
Property and equipment | (18,534 | ) | (12,932 | ) | ||||||||
Prepaid and other expenses | (1,027 | ) | (778 | ) | ||||||||
Total deferred tax liabilities | $ | (103,329 | ) | $ | (60,024 | ) | ||||||
Total net deferred tax liability | $ | (86,295 | ) | $ | (42,501 | ) | ||||||
-1 | Primarily relates to the AFM and Tridien operating segments. | |||||||||||
For the years ending December 31, 2014 and 2013, the Company recognized approximately $103.3 million and $60.0 million, respectively in deferred tax liabilities. A significant portion of the balance in deferred tax liabilities reflects temporary differences in the basis of property and equipment and intangible assets related to the Company’s purchase accounting adjustments in connection with the acquisition of certain of its businesses. For financial accounting purposes the Company has recognized a significant increase in the fair values of the intangible assets and property and equipment in certain of the businesses it acquired. For income tax purposes the existing, pre-acquisition tax basis of the intangible assets and property and equipment is utilized. In order to reflect the increase in the financial accounting basis over the existing tax basis, a deferred tax liability was recorded. This liability will decrease in future periods as these temporary differences reverse but may be replaced by deferred tax liabilities generated as a result of future acquisitions. | ||||||||||||
A valuation allowance relating to the realization of foreign tax credits and net operating losses of $12.7 million was provided at December 31, 2014 and $12.0 million was provided at December 31, 2013. A valuation allowance is provided whenever it is more likely than not that some or all of deferred assets recorded may not be realized. | ||||||||||||
The reconciliation between the Federal Statutory Rate and the effective income tax rate for 2014, 2013 and 2012 are as follows: | ||||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
United States Federal Statutory Rate | 35 | % | 35 | % | 35 | % | ||||||
Foreign and State income taxes (net of Federal benefits) | (1.1 | ) | 1.9 | 11.7 | ||||||||
Expenses of Compass Group Diversified Holdings, LLC representing a pass through to shareholders (1) | 0.7 | 1.5 | 10.2 | |||||||||
Effect of deconsolidation of subsidiary (2) | (30.8 | ) | — | — | ||||||||
Effect of supplemental put expense (reversal) (3) | — | (16.2 | ) | 20.9 | ||||||||
Impact of subsidiary employee stock options | 0.1 | 0.4 | (1.8 | ) | ||||||||
Domestic production activities deduction | (0.3 | ) | (1.8 | ) | (4.1 | ) | ||||||
Non-deductible acquisition costs | 0.1 | — | 3 | |||||||||
Non-recognition of NOL carryforwards at subsidiaries | 0.2 | 3.1 | 4.8 | |||||||||
Other | (1.1 | ) | (3.1 | ) | (1.1 | ) | ||||||
Effective income tax rate | 2.8 | % | 20.8 | % | 78.6 | % | ||||||
-1 | The effective income tax rate for 2012 includes losses at the Company’s parent which is taxed as a partnership. | |||||||||||
-2 | The effective income tax rate for the year ended December 31, 2014 includes a significant gain at the Company's parent related to the deconsolidation of FOX in July 2014. | |||||||||||
-3 | The effective income tax rate for the year ended December 31, 2013 includes a gain at our parent related to the termination of the Supplemental Put Agreement in July 2013. | |||||||||||
A reconciliation of the amount of unrecognized tax benefits for 2014, 2013 and 2012 are as follows (in thousands): | ||||||||||||
Balance at January 1, 2012 | $ | 6,685 | ||||||||||
Additions for current years’ tax positions | 1,803 | |||||||||||
Additions for prior years’ tax positions | 158 | |||||||||||
Reductions for prior years’ tax positions | (29 | ) | ||||||||||
Reductions for settlements | — | |||||||||||
Reductions for expiration of statute of limitations | (835 | ) | ||||||||||
Balance at December 31, 2012 | $ | 7,782 | ||||||||||
Additions for current years’ tax positions | 2,003 | |||||||||||
Additions for prior years’ tax positions | 50 | |||||||||||
Reductions for prior years’ tax positions | (2 | ) | ||||||||||
Reductions for settlements | — | |||||||||||
Reductions for expiration of statute of limitations | (1,725 | ) | ||||||||||
Balance at December 31, 2013 | $ | 8,108 | ||||||||||
Additions for current years’ tax positions | 89 | |||||||||||
Additions for prior years’ tax positions | 141 | |||||||||||
Reductions for prior years’ tax positions (1) | (7,620 | ) | ||||||||||
Reductions for settlements | — | |||||||||||
Reductions for expiration of statute of limitations | (67 | ) | ||||||||||
Balance at December 31, 2014 | $ | 651 | ||||||||||
(1) $7.6 million of the reduction for prior year tax positions relates to the deconsolidation of FOX in July 2014. | ||||||||||||
Included in the unrecognized tax benefits at December 31, 2014 and 2013 is $0.3 million and $7.9 million, respectively, of tax benefits that, if recognized, would affect the Company’s effective tax rate. The Company accrues interest and penalties related to uncertain tax positions and at December 31, 2013, there is $0.2 million accrued. The amount accrued at December 31, 2014 is not material to the Company. Such amounts are included in the Provision (benefit) for income taxes in the accompanying consolidated statements of operations. The Company had an indemnification arrangement that offset $0.1 million of the unrecognized tax benefits at December 31, 2013. The change in the unrecognized tax benefits during 2013 is primarily due to the uncertainty of the deductibility of amortization and depreciation established as part of initial purchase price allocations in 2008, primarily related to FOX. The change in 2014 in the unrecognized tax benefits resulted from the deconsolidation of FOX. It is expected that the amount of unrecognized tax benefits will change in the next twelve months. However, we do not expect the change to have a significant impact on the consolidated results of operations or financial position. | ||||||||||||
Each of the Company’s businesses file U.S. Federal, state and foreign income tax returns in multiple jurisdictions with varying statutes of limitations. The 2010 through 2014 tax years generally remain subject to examinations by the taxing authorities. |
Defined_Benefit_Plan
Defined Benefit Plan | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Postemployment Benefits [Abstract] | ||||||||||||
Defined Benefit Plan | Defined Benefit Plan | |||||||||||
In connection with the acquisition of Arnold, the Company has a defined benefit plan covering substantially all of Arnold’s employees at its Lupfig, Switzerland location. The benefits are based on years of service and the employees’ highest average compensation during the specific period. The following table sets forth the plan’s funded status and amounts recognized in the Company’s consolidated balance sheets at December 31, 2014 and 2013. | ||||||||||||
December 31, 2014 | 31-Dec-13 | |||||||||||
Change in benefit obligation: | ||||||||||||
Benefit obligation, beginning of year | $ | 13,386 | $ | 14,395 | ||||||||
Service cost | 425 | 484 | ||||||||||
Interest cost | 271 | 298 | ||||||||||
Actuarial (gain)/loss | 1,847 | (336 | ) | |||||||||
Employee contributions and transfer | 363 | 394 | ||||||||||
Plan amendment | 383 | — | ||||||||||
Benefits paid | (621 | ) | (2,375 | ) | ||||||||
Foreign currency translation | (1,342 | ) | 526 | |||||||||
Benefit obligation | 14,712 | 13,386 | ||||||||||
Change in plan assets: | ||||||||||||
Fair value of assets, beginning of period | $ | 12,059 | $ | 12,881 | ||||||||
Actual return on plan assets | 362 | 204 | ||||||||||
Company contribution | 454 | 484 | ||||||||||
Employee contributions and transfer | 363 | 394 | ||||||||||
Benefits paid | (621 | ) | (2,375 | ) | ||||||||
Foreign currency translation | (1,209 | ) | 471 | |||||||||
Fair value of assets | 11,408 | 12,059 | ||||||||||
Funded status | $ | (3,304 | ) | $ | (1,327 | ) | ||||||
The unfunded liability of $3.3 million and $1.3 million at December 31, 2014 and 2013, respectively, is recognized in the consolidated balance sheet within other non-current liabilities. Net periodic benefit cost consists of the following: | ||||||||||||
Year ended December 31, 2014 | Year ended | Date of acquisition | ||||||||||
December 31, 2013 | through | |||||||||||
December 31, 2012 | ||||||||||||
Service cost | $ | 425 | $ | 484 | $ | 391 | ||||||
Interest cost | 271 | 298 | 316 | |||||||||
Expected return on plan assets | (468 | ) | (284 | ) | (180 | ) | ||||||
Net periodic benefit cost | $ | 228 | $ | 498 | $ | 527 | ||||||
Assumptions used to determine the benefit obligations and components of the net periodic benefit cost at December 31, 2014 and 2013: | ||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||
Discount rate | 1.25 | % | 2.25 | % | ||||||||
Expected return on plan assets | 1.75 | % | 2.25 | % | ||||||||
Rate of compensation increase | 1 | % | 1 | % | ||||||||
The Company considers the historical level of long-term returns and the current level of expected long-term returns for the plan assets, as well as the current and expected allocation of assets when developing its expected long-term rate of return on assets assumption. The assumptions used for the plan are based upon customary rates and practices for the location of the Company. | ||||||||||||
The Company, for 2015, will be contributing per the terms of the agreement, and the expected contribution to the plan will be approximately $0.6 million. | ||||||||||||
The following presents the benefit payments which are expected to be paid for the plan (in thousands): | ||||||||||||
Jan. 1, 2015 through Dec. 31, 2015 | $ | 519 | ||||||||||
Jan. 1, 2016 through Dec. 31, 2016 | 507 | |||||||||||
Jan. 1, 2017 through Dec. 31, 2017 | 855 | |||||||||||
Jan. 1, 2018 through Dec. 31, 2018 | 521 | |||||||||||
Jan. 1, 2019 through Dec. 31, 2019 | 1,332 | |||||||||||
Jan. 1, 2020 and thereafter | 4,111 | |||||||||||
$ | 7,845 | |||||||||||
Asset management objectives include maintaining an adequate level of diversification to reduce interest rate and market risk and providing adequate liquidity to meet immediate and future benefit payment requirements. | ||||||||||||
The assets of the plan are reinsured in their entirety with Swiss Life Ltd. (“Swiss Life”) within the framework of the corresponding contracts with Swiss Life Collective BVG Foundation and Swiss Life Complementary Foundation. The assets are guaranteed by the insurance company and pooled with the assets of other participating employers. The allocation of pension plan assets by category in Swiss Life’s group life portfolio is as follows at December 31, 2014: | ||||||||||||
Certificates of deposit and cash and cash equivalents | 77 | % | ||||||||||
Fixed income bonds and securities | 6 | % | ||||||||||
Private equity and hedge funds | 1 | % | ||||||||||
Real estate | 12 | % | ||||||||||
Equity and other investments | 4 | % | ||||||||||
100 | % | |||||||||||
The plan assets are pooled with assets of other participating employers and are not separable; therefore the fair values of the pension plan assets at December 31, 2014 and 2013 were considered Level 3. |
Stockholders_Equity
Stockholder's Equity | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Equity [Abstract] | ||||||||
Stockholder's Equity | Stockholder’s Equity | |||||||
Trust Shares | ||||||||
The Trust is authorized to issue 500,000,000 Trust shares and the Company is authorized to issue a corresponding number of LLC interests. The Company will, at all times, have the identical number of LLC interests outstanding as Trust shares. Each Trust share represents an undivided beneficial interest in the Trust, and each Trust share is entitled to one vote per share on any matter with respect to which members of the Company are entitled to vote. | ||||||||
Secondary Offering | ||||||||
In November 2014, the Company completed an offering of 6,000,000 Trust shares at an offering price of $17.50 per share. The net proceeds to the Company, after deducting the underwriter's discount and offering costs, totaled approximately $99.9 million. | ||||||||
Allocation Interests | ||||||||
The Allocation Interests represent the original equity interest in the Company. The holders of the Allocation Interests (“Holders”), through Sostratus LLC, are entitled to receive distributions pursuant to a profit allocation formula upon the occurrence of certain events. The distributions of the profit allocation is paid upon the occurrence of the sale of a material amount of capital stock or assets of one of the Company’s businesses (“Sale Event”) or, at the option of the Holders, at each five year anniversary date of the acquisition of one of the Company’s businesses (“Holding Event”). The Manager, as the original holder of the Allocation Interests, previously had the right to cause the Company to purchase the Allocation Interests upon termination of the MSA in accordance with a Supplemental Put Agreement. On July 1, 2013, the Company and the Manager amended the MSA to provide for certain modifications related to the Manager’s registration as an investment advisor under the Investment Advisor’s Act of 1940, as amended (the “Advisor’s Act”). In connection with the amendment resulting from the Managers’ registration as an investment advisor under the Advisor’s Act, the Company and the Manager agreed to terminate the Supplemental Put Agreement. In connection with the termination of the Supplemental Put Agreement, on June 27, 2013, the Manager assigned 100% of the Allocation Interests to Sostratus LLC. The Company historically recorded the obligation associated with the Supplemental Put agreement as a liability that represented the amount the Company would have to pay to physically settle the purchase of the Allocation Interests upon termination of the MSA. As a result of the termination of the Supplemental Put Agreement, the Company currently records distributions of the profit allocation to the Holders upon occurrence of a Sale Event or Holding Event as dividends declared on Allocation Interests to stockholders’ equity when they are approved by the Company’s board of directors. | ||||||||
The FOX Secondary Offering in July 2014 is considered a Sale Event and the Company's board of directors approved and declared in September 2014 a profit allocation payment totaling $11.9 million that was made to Holders on September 30, 2014. | ||||||||
The FOX Initial Public Offering in August 2013 was considered a Sale Event and in October 2013 the Company's board of directors approved and declared a profit allocation totaling $16.0 million that was made to Holders in November 2013. | ||||||||
Earnings per share | ||||||||
Basic and diluted earnings per share for the fiscal year ended December 31, 2014 and 2013 is calculated as follows: | ||||||||
2014 | 2013 | |||||||
Net income attributable to Holdings | $ | 278,835 | $ | 68,064 | ||||
Less: Profit Allocation paid to Holders | 11,870 | 15,990 | ||||||
Less: Effect of contribution based profit—Holding Event | 2,805 | 1,480 | ||||||
Net income from Holdings attributable to Trust shares | $ | 264,160 | $ | 50,594 | ||||
Basic and diluted weighted average shares outstanding | 49,089 | 48,300 | ||||||
Income from operations—Basic and fully diluted | $ | 5.38 | $ | 1.05 | ||||
Distributions | ||||||||
During the year ended December 31, 2014, the Company paid the following distributions: | ||||||||
• | On January 30, 2014, the Company paid a distribution of $0.36 per share to holders of record as of January 23, 2014. This distribution was declared on January 9, 2014. | |||||||
• | On April 30, 2014, the Company paid a distribution of $0.36 per share to holders of record as of April 23, 2014. This distribution was declared on April 10, 2012. | |||||||
• | On July 30, 2014, the Company paid a distribution of $0.36 per share to holders of record as of July 23, 2014. This distribution was declared on July 10, 2014. | |||||||
• | On October 30, 2014, the Company paid a distribution of $0.36 per share to holders of record as of October 23, 2014. This distribution was declared on October 7, 2014. | |||||||
On January 29, 2015, the Company paid a distribution of $0.36 per share to holders of record as of January 22, 2015. This distribution was declared on January 8, 2015. | ||||||||
During the year ended December 31, 2013, the Company paid the following distributions: | ||||||||
• | On January 31, 2013, the Company paid a distribution of $0.36 per share to holders of record as of January 25, 2013. This distribution was declared on January 10, 2012. | |||||||
• | On April 30, 2013, the Company paid a distribution of $0.36 per share to holders of record as of April 23, 2013. This distribution was declared on April 9, 2013. | |||||||
• | On July 30, 2013, the Company paid a distribution of $0.36 per share to holders of record as of July 23, 2013. This distribution was declared on July 10, 2013. | |||||||
• | On October 30, 2013, the Company paid a distribution of $0.36 per share to holders of record as of October 23, 2013. This distribution was declared on October 10, 2013. |
Noncontrolling_Interest
Noncontrolling Interest | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Noncontrolling Interest [Abstract] | ||||||||||||
Noncontrolling Interest | Noncontrolling Interest | |||||||||||
Noncontrolling interest represents the portion of a majority-owned subsidiary’s net income and equity that is owned by noncontrolling shareholders. | ||||||||||||
The following tables reflect the Company’s percentage ownership of its businesses, as of December 31, 2014, 2013 and 2012 and related noncontrolling interest balances as of December 31, 2014 and 2013: | ||||||||||||
% Ownership (1) | % Ownership (1) | % Ownership (1) | ||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | ||||||||||
Primary | Fully | Primary | Fully | Primary | Fully | |||||||
Diluted | Diluted | Diluted | ||||||||||
CamelBak | 89.9 | 79.7 | 89.9 | 79.7 | 89.9 | 79.7 | ||||||
Ergobaby | 81 | 74.3 | 81 | 75 | 81.1 | 77.1 | ||||||
FOX (2) | n/a | n/a | 53.9 | 49.8 | 75.8 | 70.6 | ||||||
Liberty | 96.2 | 84.8 | 96.2 | 84.8 | 96.2 | 86.7 | ||||||
ACI | 69.4 | 69.3 | 69.4 | 69.4 | 69.4 | 69.4 | ||||||
American Furniture | 99.9 | 99.9 | 99.9 | 99.9 | 99.9 | 99.9 | ||||||
Arnold Magnetics | 96.7 | 87.5 | 96.7 | 87.2 | 96.7 | 87.9 | ||||||
Clean Earth | 97.9 | 86.2 | n/a | n/a | n/a | n/a | ||||||
SternoCandleLamp | 100 | 91.7 | n/a | n/a | n/a | n/a | ||||||
Tridien | 81.3 | 65.4 | 81.3 | 66.5 | 81.3 | 67.4 | ||||||
-1 | The principal difference between primary and fully diluted percentages of our operating segments is due to stock option issuances of operating segment stock to management of the respective business. | |||||||||||
-2 | FOX was deconsolidated on July 10, 2014 after the Company's ownership interest in FOX fell below 50%. Refer to Note B. | |||||||||||
Noncontrolling Interest Balances | ||||||||||||
(in thousands) | December 31, | December 31, | ||||||||||
2014 | 2013 | |||||||||||
CamelBak | $ | 14,932 | $ | 13,519 | ||||||||
Ergobaby | 14,783 | 12,571 | ||||||||||
FOX | — | 64,949 | ||||||||||
Liberty | 2,547 | 2,339 | ||||||||||
ACI | 790 | (2,529 | ) | |||||||||
American Furniture | 260 | 260 | ||||||||||
Arnold Magnetics | 1,950 | 1,808 | ||||||||||
Clean Earth | 2,672 | — | ||||||||||
SternoCandleLamp | 125 | — | ||||||||||
Tridien | 2,744 | 2,533 | ||||||||||
Allocation Interests | 100 | 100 | ||||||||||
$ | 40,903 | $ | 95,550 | |||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Commitments and Contingencies | Commitments and Contingencies | |||
Leases | ||||
The Company and its subsidiaries lease office and manufacturing facilities, computer equipment and software under various operating arrangements. Certain of the leases are subject to escalation clauses and renewal periods. The Company and its subsidiaries recognize lease expense, including predetermined fixed escalations, on a straight-line basis over the initial term of the lease including reasonably assured renewal periods from the time that the Company and its subsidiaries control the leased property. | ||||
The future minimum rental commitments at December 31, 2014 under operating leases having an initial or remaining non-cancelable term of one year or more are as follows (in thousands): | ||||
2015 | $ | 15,050 | ||
2016 | 12,384 | |||
2017 | 10,825 | |||
2018 | 9,100 | |||
2019 | 8,398 | |||
Thereafter | 37,879 | |||
$ | 93,636 | |||
The Company’s rent expense for the fiscal years ended December 31, 2014, 2013 and 2012 totaled $14.0 million, $12.9 million and $11.6 million, respectively. | ||||
Legal Proceedings | ||||
Tridien | ||||
Tridien's subsidiary, AMF Support Services, Inc. ("AMF") is subject to a workers' compensation claim in the State of California, being adjudicated by the Riverside County Workers' Compensation Appeals Board. Tridien is a majority owned subsidiary of the Company. The claim is the result of an industrial accident that occurred on March 2, 2013, and the injuries sustained by a contract employee working at Tridien's Corona, California facility. The employee is seeking workers' compensation benefits from AMF, as the special employer, and the staffing company who employed the worker, as the general employer. The employee has also alleged that the employee's injuries are the result of the employer's "serious and willful misconduct", and has made a claim under California Labor Code § 4553 for damages. If proven, the "serious and willful" penalty is fixed by statute at either $0 or 50% of the value of all workers' compensation benefits paid as a result of the injury and is not insurable. The underlying workers' compensation claims are still being adjudicated. At this stage, it is not feasible to predict the outcome of or a range of loss, should a loss occur, from these proceedings. Accordingly, no amounts in respect of this matter have been provided in the Company's accompanying financial statements. The Company believes it has meritorious defenses to the allegations and will continue to vigorously defend against the claims. | ||||
In the normal course of business, the Company and its subsidiaries are involved in various claims and legal proceedings. While the ultimate resolution of these matters has yet to be determined, the Company does not believe that any unfavorable outcomes will have a material adverse effect on the Company’s consolidated financial position or results of operations. |
Supplemental_Data
Supplemental Data | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||
Supplemental Data | Supplemental Data | |||||||||||
Supplemental Balance Sheet Data (in thousands): | ||||||||||||
December 31, | December 31, | |||||||||||
2014 | 2013 | |||||||||||
Summary of accrued expenses: | ||||||||||||
Accrued payroll and fringes | $ | 17,962 | $ | 22,823 | ||||||||
Accrued taxes | 2,306 | 2,342 | ||||||||||
Income taxes payable | 2,325 | 11,089 | ||||||||||
Accrued interest | 1,124 | 3,303 | ||||||||||
Accrued rebates | 10,742 | 2,669 | ||||||||||
Warranty payable | 2,540 | 5,815 | ||||||||||
Accrued transportation and disposal costs | 9,439 | — | ||||||||||
Other accrued expenses | 16,940 | 7,549 | ||||||||||
Total | $ | 63,378 | $ | 55,590 | ||||||||
Year ended | ||||||||||||
December 31, | December 31, | |||||||||||
2014 | 2013 | |||||||||||
Warranty liability: | ||||||||||||
Beginning balance | $ | 5,815 | $ | 6,410 | ||||||||
Accrual | 3,024 | 6,713 | ||||||||||
Warranty payments | (2,420 | ) | (7,308 | ) | ||||||||
Deconsolidation of subsidiary | (3,879 | ) | — | |||||||||
Ending balance | $ | 2,540 | $ | 5,815 | ||||||||
Supplemental Cash Flow Statement Data (in thousands): | ||||||||||||
December 31, | December 31, | December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||||
Interest paid | $ | 21,456 | $ | 16,057 | $ | 19,024 | ||||||
Taxes paid | 13,081 | 17,325 | 14,257 | |||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Related Party Transactions [Abstract] | |||||||||||||
Related Party Transactions | Related Party Transactions | ||||||||||||
The Company has entered into the following related party transactions with its Manager, CGM: | |||||||||||||
• | Management Services Agreement | ||||||||||||
• | LLC Agreement | ||||||||||||
• | Integration Services Agreement | ||||||||||||
• | Cost reimbursement and fees | ||||||||||||
• | Sale of common stock to majority shareholder | ||||||||||||
• | Supplemental Put Agreement (terminated in 2013 – refer to Note B) | ||||||||||||
Management Services Agreement — The Company entered into a MSA with CGM effective May 16, 2006, as amended. The MSA provides for, among other things, CGM to perform services for the Company in exchange for a management fee paid quarterly and equal to 0.5% of the Company’s adjusted net assets, as defined in the MSA. The Company amended the MSA on November 8, 2006, to clarify that adjusted net assets are not reduced by non-cash charges associated with the Supplemental Put Agreement, which amendment was unanimously approved by the Compensation Committee and the Board of Directors. The management fee is required to be paid prior to the payment of any distributions to shareholders. | |||||||||||||
Pursuant to the MSA, CGM is entitled to enter into off-setting management service agreements with each of the operating segments. The amount of the fee is negotiated between CGM and the operating management of each segment and is based upon the value of the services to be provided. The fees paid directly to CGM by the segments offset on a dollar for dollar basis the amount due CGM by the Company under the MSA. | |||||||||||||
For the year ended December 31, 2014, 2013 and 2012, the Company incurred the following management fees to CGM, by entity (in thousands): | |||||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
CamelBak | $ | 500 | $ | 500 | $ | 500 | |||||||
Ergobaby | 500 | 500 | 500 | ||||||||||
FOX | — | 308 | 500 | ||||||||||
Liberty | 500 | 500 | 500 | ||||||||||
Advanced Circuits | 500 | 500 | 500 | ||||||||||
American Furniture | — | — | — | ||||||||||
Arnold Magnetics | 500 | 500 | 375 | ||||||||||
Clean Earth | 125 | n/a | n/a | ||||||||||
SternoCandleLamp | 125 | n/a | n/a | ||||||||||
Tridien | 350 | 350 | 350 | ||||||||||
Corporate | 19,622 | 15,474 | 14,408 | ||||||||||
$ | 22,722 | $ | 18,632 | $ | 17,633 | ||||||||
NOTE: Not included in the table above are management fees paid to CGM by HALO of $0.2 million for the year ended December 31, 2012. These amounts are included in income (loss) from discontinued operations on the consolidated statements of operations. | |||||||||||||
Approximately $6.2 million and $4.5 million of the management fees incurred were unpaid as of December 31, 2014 and 2013, respectively, and are reflected in Due to related party on the consolidated balance sheets. | |||||||||||||
LLC Agreement | |||||||||||||
The LLC agreement gives Holders the right to distributions pursuant to a profit allocation formula upon the occurrence of a Sale Event or a Holding Event. The Holders are entitled to receive and as such can elect to receive the positive contribution-based profit allocation payment for each of the business acquisitions during the 30-day period following the fifth anniversary of the date upon which we acquired a controlling interest in that business (Holding Event) and upon the sale of the business (Sale Event). During the year ended December 31, 2014, Holders were paid $11.9 million related to a secondary offering completed by FOX in July 2014 (Sale Event). During the year ended December 31, 2013, Holders were paid $5.6 million related to FOX’s positive contribution-based profit (Holding Event) and $16.0 million as a result of FOX’s sale of common stock to the public (Sale Event). | |||||||||||||
Certain persons who are employees and partners of the Manager, including the Company’s Chief Executive Officer and Chief Financial Officer, beneficially own 58.8% of the Allocation Interests, through Sostratus LLC, at December 31, 2014. Of the remaining 41.2% non-voting ownership of the Allocation Interests, 5.0% is held by CGI Diversified Holdings LP, 5.0% is held by the Chairman of the Company’s Board of Directors, and the remaining 31.2% is held by the former founding partner of the Manager. | |||||||||||||
At December 31, 2013, 53.6% of the Allocation Interests were beneficially owned by certain members of the Manager, including the Company’s Chief Executive Officer. Of the remaining 46.4% non-voting ownership of the Allocation Interests, 5.0% was held by CGI Diversified Holdings LP, 5.0% was held by the Chairman of the Company’s Board of Directors, and 31.4% was held by the former founding partner of the Manager. A Director and the former Chief Financial Officer held 5.0% of the Allocation Interests until his retirement. | |||||||||||||
The increase in beneficial ownership of the Allocation Interests by certain persons who are employees and partners of the Manager from 2013 to 2014 was a result of the retirement of the former Chief Financial Officer and the resulting assignment of Allocation Interests to other persons who are employees and partners of the Manager. The former Chief Financial Officer is entitled to continue to receive distributions from Sostratus LLC on his Allocation Interests earned prior to his retirement. | |||||||||||||
Integrations Services Agreements | |||||||||||||
Clean Earth and SternoCandleLamp. (the "2014 acquisitions") entered into Integration Services Agreements ("ISA") with CGM. The ISA provides for CGM to provide services for the 2014 acquisitions to, amongst other things, assist the management at the acquired entities in establishing a corporate governance program, including the retention of independent board members to serve on their board of directors, implement compliance and reporting requirements of the Sarbanes-Oxley Act and align the acquired entity's policies and procedures with our other subsidiaries. Each ISA is for the twelve month period subsequent to the acquisition and is payable quarterly. Clean Earth will pay CGM $2.5 million and SternoCandleLamp will pay CGM $1.5 million under the agreements. During the year ended December 31, 2014, Clean Earth incurred $0.6 million in integration services fees, and SternoCandleLamp incurred $0.4 million. | |||||||||||||
Cost Reimbursement and Fees | |||||||||||||
The Company reimbursed its Manager, CGM, approximately $4.5 million, $3.5 million and $3.1 million, principally for occupancy and staffing costs incurred by CGM on the Company’s behalf during the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
CGM has entered into integration service agreements with the 2014 acquisitions for which it will receive $4.0 million during the twelve months subsequent to the completion of the acquisitions. CGM received $1.0 million in integration service fees during 2014 related to the 2014 acquisitions. The remaining amounts due under the integrations service agreements will be received quarterly during 2015 as services are performed. | |||||||||||||
CGM acted as an advisor for the 2012 acquisition for which it received transaction service and expense payments totaling approximately $1.2 million. | |||||||||||||
Sale of common stock to majority shareholder | |||||||||||||
In connection with the acquisition of CamelBak, the Company issued 1,575,000 of its common shares in a private placement at the closing price of $12.50 per share on August 23, 2011, to CGI Maygar Holdings, LLC ("CMH"), the Company's largest shareholder. In addition, an affiliate of CMH purchased $45 million in 11% convertible preferred stock of CamelBak to facilitate the acquisition for which the affiliate received 652 shares of common stock of CamelBak. On March 6, 2012, CamelBak redeemed its 11% convertible preferred stock for $45.3 million plus accrued dividends of $2.7 million, from an affiliate of CMH ($47.7 million), and noncontrolling shareholders ($0.3 million). The redemption was funded by additional intercompany debt and an equity contribution from the Company of $19.2 million and $25.9 million, respectively. In addition, noncontrolling shareholders of CamelBak invested $2.9 million of equity in order for the Company and noncontrolling shareholders to maintain existing ownership percentages of CamelBak common stock of 89.9% and 10.1%, respectively. | |||||||||||||
Supplemental Put Agreement | |||||||||||||
Concurrent with the IPO, CGM and the Company entered into a Supplemental Put Agreement, which required the Company to acquire the Allocation Interests upon termination of the MSA. On July 1, 2013, the Company and the Manager amended the MSA to provide for certain modifications related to the Manager’s registration as an investment adviser under the Investment Advisers Act of 1940 (“Advisor’s Act”), as amended. In connection with the amendment resulting from the Manager’s registration as an investment adviser under the Adviser’s Act, the Company and the Manager agreed to terminate the Supplemental Put Agreement, which had the effect of eliminating the Manager’s right to require the Company to purchase the Allocation Interests upon termination of the MSA. On October 7, 2014 and effective as of September 30, 2014, the Company and CGM amended the MSA, as amended, to provide for certain modifications related to FOX no longer being a consolidated subsidiary. | |||||||||||||
As a result of the termination of the Supplemental Put Agreement, the Company has derecognized the supplemental put liability associated with the Manager’s put right, reversing the entire $61.3 million liability at June 30, 2013 through supplemental put expense on the consolidated statement of operations. Pursuant to the MSA, as amended, the Manager will continue to manage the day-to-day operations and affairs of the Company, oversee the management and operations of the Company’s businesses, perform certain other services for the Company and receive management fees, and the Holders will continue to receive the profit allocation upon the occurrence of a Sale Event or a Holding Event. | |||||||||||||
The Company has entered into the following significant related party transactions with its businesses: | |||||||||||||
FOX | |||||||||||||
On July 10, 2014, 5,750,000 shares of FOX common stock, held by certain FOX shareholders, including us, were sold in a secondary offering at a price of $15.50 per share for total net proceeds to selling shareholders of approximately $84.4 million. As a selling shareholder, we sold a total of 4,466,569 shares of FOX common stock, including 633,955 shares sold in connection with the underwriters’ exercise of the over-allotment option in full, for total net proceeds of approximately $65.5 million. Upon completion of the offering, our ownership in FOX decreased from approximately 53% to 41%, or 15,108,718 shares of FOX’s common stock. We recorded a gain of $264.3 million in July 2014 in connection with the Fox deconsolidation. Refer to Note B for additional information related to the FOX Secondary Offering and the deconsolidation of FOX. | |||||||||||||
In September 2014, the Company and FOX entered into an agreement for the provision of services to FOX for assistance in complying the Sarbanes-Oxley Act of 2002, as amended (the “Services Agreement”). The Services Agreement can be terminated by either party at any time, or will terminate on March 31, 2016. A statement of work was agreed to in connection with the Service Agreement, which provides that the Company’s internal audit team will assist FOX with various tasks, including, but not limited to, the development of internal control policies and procedures, risk and control matrices and the evaluation of internal controls. Services provided in accordance with the Services Agreement are billed on a time and materials basis. Fees for services provided in 2014 are estimated to be approximately $50,000 and fees for services to be provided in 2015 are estimated to be approximately $100,000. | |||||||||||||
On June 18, 2012, the Company recapitalized FOX and as a result entered into an amendment to the inter-company loan agreement with FOX (the “FOX Loan Agreement”). The FOX Loan Agreement was amended to (i) provide for term loan borrowings of $60.0 million and an increase to the revolving loan commitment of $2.0 million and to permit the proceeds thereof to fund cash distributions totaling $67.0 million by FOX to the Company and to its non-controlling shareholders, (ii) extend the maturity dates of the term loans under the FOX Loan Agreement, and (iii) modify borrowing rates under the FOX Loan Agreement. The Company’s share of the cash distribution was approximately $50.7 million with approximately $16.3 million being distributed to FOX’s non-controlling shareholders. All other material terms and conditions of the FOX Loan Agreement were unchanged. The outstanding inter-company loan was repaid in July 2013 with a portion of the proceeds received in connection with the FOX IPO (see Note C). The table below summarizes the stockholders’ equity impact as a result of the amendment to the intercompany loan agreement. | |||||||||||||
Stockholders’ | NCI | Total | |||||||||||
equity | |||||||||||||
attributable to | |||||||||||||
Holdings | |||||||||||||
Recapitalization proceeds to existing shareholders | $ | — | $ | (13,252 | ) | $ | (13,252 | ) | (a) | ||||
Shares purchased from noncontrolling shareholders | (8,544 | ) | (2,425 | ) | (10,969 | ) | (b) | ||||||
Recapitalization proceeds to option holders | — | (3,036 | ) | (3,036 | ) | (c) | |||||||
Shares purchased by noncontrolling shareholders | — | 7,204 | 7,204 | (d) | |||||||||
Tax benefit on options | — | 4,954 | 4,954 | (e) | |||||||||
$ | (8,544 | ) | $ | (6,555 | ) | $ | (15,099 | ) | |||||
(a) | Represents the portion of the dividend recapitalization proceeds of $67 million allocated to noncontrolling shareholders based on their pro rata share ownership of outstanding common stock of FOX. | ||||||||||||
(b) | The approximately $11.0 million represents the 33,142 shares of subsidiary stock owned by noncontrolling shareholders purchased by the Company. The amount recorded to the value of Trust Shares within the consolidated statement of stockholders’ equity represents the difference between the amount by which NCI was adjusted based on the percentage change in NCI ownership as a result of the purchase and the fair value of the consideration paid in accordance with accounting standards applicable to changes in a parent’s ownership interest in a subsidiary. The amount recorded to NCI represents the difference between the consideration paid and the amount recorded to Holdings’ equity. | ||||||||||||
(c) | Represents the portion of the dividend recapitalization proceeds of $67 million that stock option holders were allocated as a result of their pro rata share of ownership before the Company purchased the stock in (b) above. | ||||||||||||
(d) | Represents noncontrolling shareholders’ purchase of shares at the fair market value of the common stock on the date of recapitalization. | ||||||||||||
(e) | Represents the tax benefit on stock options exercised. | ||||||||||||
Advanced Circuits | |||||||||||||
On December 19, 2012, the Company recapitalized ACI and as a result entered into an amendment to the intercompany loan agreement with Advanced Circuits (the “ACI Loan Agreement”). The ACI Loan Agreement was amended to provide for additional term loan borrowings and to permit the proceeds thereof to fund cash distributions totaling $45.0 million by ACI to Compass AC Holdings, Inc. (“ACH”), ACI’s sole shareholder, and by ACH to its shareholders, including the Company and extend the maturity dates of the term loans under the ACI Loan Agreement. The Company’s share of the cash distribution was approximately $31.3 million with approximately $13.7 million being distributed to ACH’s non-controlling shareholders. All other material terms and conditions of the ACI Loan Agreement were unchanged. | |||||||||||||
American Furniture | |||||||||||||
American Furniture was not in compliance with its Maintenance Fixed Charge Coverage Ratio requirement included in the amended credit agreement with the Company dated December 31, 2010. The Company is required to fund, in the form of an additional equity investment, any shortfall in the difference between Adjusted EBITDA and Fixed Charges as defined in American Furniture’s credit agreement with the Company. Per the maintenance agreement, the shortfall that the Company is required to fund, American Furniture is in turn required to pay down its term debt with the Company. The amount of the shortfall at December 31, 2013 and December 31, 2012 was approximately $1.6 million and $3.5 million, respectively. There was no shortfall at December 31, 2014 as American Furniture was in compliance with the Maintenance Fixed Charge Coverage Ratio. | |||||||||||||
Tridien | |||||||||||||
On February 4, 2013, Tridien redeemed 175,000 shares of its Redeemable Preferred Stock at a redemption price of $100 per share, aggregating $17.5 million. The Company received $14.4 million of the redemption payout and non-controlling shareholders of Tridien received the remaining $3.1 million. In connection with this redemption, Tridien amended its inter-company loan agreement (the “Tridien Loan Agreement”). The Tridien Loan Agreement was amended to (i) provide for additional term loan borrowings of $16.5 million and an increase in the revolving loan commitment of $4.0 million and to permit the proceeds thereof to fund the preferred stock redemption totaling $17.5 million, (ii) extend the maturity dates of the term loans and revolving loan commitment under the Tridien Loan Agreement, and (iii) modify borrowing rates under the Tridien Loan Agreement. All other material terms and conditions of the Tridien Loan Agreement were unchanged. | |||||||||||||
Tridien leased a facility from an affiliate of a noncontrolling shareholder of Tridien during the year ended December 31, 2014. The term of the lease was through February of 2014. Tridien paid rent under the lease of approximately $0.1 million for the year ended December 31, 2014. | |||||||||||||
On August 28, 2012, the Company purchased shares of stock of Tridien from a group of Tridien’s noncontrolling shareholders for an aggregate purchase price of approximately $1.9 million. | |||||||||||||
On August 8, 2008, the Company exchanged a note due August 15, 2008, totaling approximately $6.9 million (including accrued interest) due from Mark Bidner, the former CEO of Tridien in exchange for shares of common stock of Tridien held by Mr. Bidner. In addition, Mr. Bidner was granted an option to purchase approximately 10% of the outstanding shares of common stock of Tridien, at a strike price exceeding the exchange price, from the Company in the future for which Mr. Bidner exchanged Tridien common stock valued at $0.2 million (the fair value of the option at the date of grant) as consideration. |
Unaudited_Quarterly_Financial_
Unaudited Quarterly Financial Data | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Unaudited Quarterly Financial Data | Unaudited Quarterly Financial Data | |||||||||||||||
The following table presents the unaudited quarterly financial data. This information has been prepared on a basis consistent with that of the audited consolidated financial statements and all necessary material adjustments, consisting of normal recurring accruals and adjustments, have been included to present fairly the unaudited quarterly financial data. The quarterly results of operations for these periods are not necessarily indicative of future results of operations. The per share calculations for each of the quarters are based on the weighted average number of shares for each period; therefore, the sum of the quarters may not necessarily be equal to the full year per share amount. | ||||||||||||||||
(in thousands) | December 31, | September 30, | June 30, | March 31, | ||||||||||||
2014 (1) | 2014 (2) | 2014 (3) | 2014 | |||||||||||||
Total revenues | $ | 264,028 | $ | 203,140 | $ | 269,084 | $ | 246,048 | ||||||||
Gross profit | 72,725 | 62,050 | 82,542 | 76,352 | ||||||||||||
Operating income | 6,082 | 9,720 | 21,761 | 18,095 | ||||||||||||
Income (loss) from continuing operations | 8,933 | 262,530 | 12,319 | 7,373 | ||||||||||||
Net income (loss) attributable to Holdings | 7,359 | 261,098 | 5,719 | 4,659 | ||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings | $ | 0.13 | $ | 5.15 | $ | 0.11 | $ | 0.08 | ||||||||
(1) During the three months ended December 31, 2014, the Company acquired SternoCandleLamp for a purchase price of approximately $160.0 million - refer to "Note C - Acquisition of Businesses". Additionally, the Company completed a secondary offering of 6,000,000 Trust Shares at an offering price of $17.50 per share, resulting in net proceeds of $99.9 million. | ||||||||||||||||
(2) During the three months ended September 30, 2014, the Company sold 4,466,569 shares of FOX common stock, and received net proceeds from the sale of approximately $65.5 million. As a result of the sale of the shares by the Company in the FOX Secondary Offering, the Company's ownership interest in FOX decreased to approximately 41%, which resulted in the deconsolidation of the FOX operating segment in the Company's consolidated financial statements effective as of the date of the FOX Secondary Offering - refer to "Note B - Summary of Significant Accounting Policies". Additionally, the Company closed on the acquisition of all the issued and outstanding capital stock of Clean Earth Holdings, Inc. for a purchase price of approximately $251.4 million - refer to "Note C- Acquisition of Businesses". | ||||||||||||||||
(3) During the three months ended June 30, 2014, the Company obtained a $725 million credit facility from a group of lenders - refer to "Note J - Debt". | ||||||||||||||||
(in thousands) | December 31, | September 30, | June 30, | March 31, | ||||||||||||
2013 (1) | 2013 (2) | 2013 (3) | 2013 | |||||||||||||
Total revenues | $ | 232,685 | $ | 265,512 | $ | 245,775 | $ | 241,567 | ||||||||
Gross profit | 69,629 | 82,472 | 77,357 | 76,373 | ||||||||||||
Operating income (loss) | 2,306 | 89,105 | 14,673 | 16,822 | ||||||||||||
Income (loss) from continuing operations | (5,062 | ) | 78,296 | 1,956 | 3,626 | |||||||||||
Net income (loss) attributable to Holdings | (6,348 | ) | 73,387 | (569 | ) | 1,594 | ||||||||||
Basic and fully diluted income (loss ) per share attributable to Holdings | $ | (0.47 | ) | $ | 1.52 | $ | (0.01 | ) | $ | 0.03 | ||||||
(1) The three months ended December 31, 2013 includes an impairment loss of $12.0 million related to the goodwill and indefinite-lived intangible asset write off at the Company’s Tridien operating segment. Refer to "Note H - Goodwill and Other Intangible Assets" for a description of the impairment loss. | ||||||||||||||||
(2) The three months ended September 30, 2013 includes income of approximately $61.3 million related to the reversal of the Supplemental Put Liability as a result of the termination of the Supplemental Put Agreement on July 1, 2013. Refer to "Note B - Summary of Significant Accounting Policies" for a description of the termination of the Supplemental Put Agreement. | ||||||||||||||||
(3) The three months ended June 30, 2013 includes (i) an impairment loss of $0.9 million related to the indefinite-lived intangible asset write-off at the Company’s Tridien operating segment and (ii) a loss on debt extinguishment of $1.8 million related to an amendment to the Company’s 2011 Term Loan Facility. |
Valuation_and_Qualifying_Accou
Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | |||||||||||||||||||||
Valuation and Qualifying Accounts | SCHEDULE II – Valuation and Qualifying Accounts | ||||||||||||||||||||
Balance at | Additions | ||||||||||||||||||||
(in thousands) | beginning | Charge to costs | Other (1) | Deductions | Balance at | ||||||||||||||||
of year | and expense | end of Year | |||||||||||||||||||
Allowance for doubtful accounts - 2012 | $ | 2,420 | $ | 1,796 | $ | 365 | $ | 1,532 | $ | 3,049 | |||||||||||
Allowance for doubtful accounts - 2013 | $ | 3,049 | $ | 2,475 | $ | — | $ | 2,100 | $ | 3,424 | |||||||||||
Allowance for doubtful accounts - 2014 | $ | 3,424 | $ | 3,510 | $ | 494 | $ | 2,228 | $ | 5,200 | |||||||||||
Valuation allowance for deferred tax assets - 2012 | $ | 6,269 | $ | 1,293 | $ | 1,350 | $ | — | $ | 8,912 | |||||||||||
Valuation allowance for deferred tax assets - 2013 | $ | 8,912 | $ | 3,116 | $ | — | $ | — | $ | 12,028 | |||||||||||
Valuation allowance for deferred tax assets - 2014 | $ | 12,028 | $ | 388 | $ | 248 | $ | — | $ | 12,664 | |||||||||||
-1 | Represents opening allowance balances related to current year acquisitions, and the ending allowance for FOX, which was deducted as a result of the deconsolidation of the FOX subsidiary during 2014 . |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Accounting Policies [Abstract] | ||||||||||||
Accounting Principles | Accounting principles | |||||||||||
The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). | ||||||||||||
Basis of Presentation | Basis of presentation | |||||||||||
The results of operations for the years ended December 31, 2014, 2013 and 2012 represent the results of operations of the Company’s acquired businesses from the date of their acquisition by the Company, and therefore are not indicative of the results to be expected for the full year. | ||||||||||||
Principles of Consolidation | Principles of consolidation | |||||||||||
The consolidated financial statements include the accounts of the Trust and the Company, as well as the businesses acquired as of their respective acquisition date. All significant intercompany accounts and transactions have been eliminated in consolidation. Discontinued operating entities are reflected as discontinued operations in the Company’s results of operations and statements of financial position. | ||||||||||||
The acquisition of businesses that the Company owns or controls more than a 50% share of the voting interest are accounted for under the acquisition method of accounting. The amount assigned to the identifiable assets acquired and the liabilities assumed is based on the estimated fair values as of the date of acquisition, with the remainder, if any, recorded as goodwill. | ||||||||||||
Discontinued Operations | Discontinued Operations | |||||||||||
On May 1, 2012, the Company sold its majority owned subsidiary, HALO. As a result, HALO’s net income for the period from January 1, 2012 through the date of sale has been reclassified to income from discontinued operations for that period in accordance with accounting guidelines. | ||||||||||||
Use of Estimates | Use of estimates | |||||||||||
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. It is possible that in 2015 actual conditions could be better or worse than anticipated when the Company developed the estimates and assumptions, which could materially affect the results of operations and financial position in the future. Such changes could result in future impairment of goodwill, intangibles and long-lived assets, inventory obsolescence, establishment of valuation allowances on deferred tax assets and increased tax liabilities, among other things. Actual results could differ from those estimates. | ||||||||||||
Deconsolidation of FOX | Deconsolidation of FOX | |||||||||||
On August 13, 2013, the Company's FOX operating segment completed an initial public offering (the "FOX IPO") of its common stock pursuant to a registration statement on Form S-1 with the Securities and Exchange Commission (the "SEC"). In the FOX IPO, FOX sold 2,857,143 shares and certain of its shareholders sold 7,000,000 shares (including 5,800,238 shares held by the Company) at an initial offering price of $15.00 per share. FOX trades on the NASDAQ stock market under the ticker “FOXF”. The Company received approximately $80.9 million in net proceeds from the sale of their shares. The Company’s ownership interest in FOX was reduced from 75.8% to 53.9% on a primary basis and from 70.6% to 49.8% on a fully diluted basis as a result of the FOX IPO. | ||||||||||||
The following table details the amounts recorded in the consolidated statement of stockholders’ equity during the year ended December 31, 2013 as a result of the FOX IPO (in thousands): | ||||||||||||
Trust Shares | NCI | Total | ||||||||||
Effect of FOX IPO proceeds | $ | 73,421 | $ | 36,125 | $ | 109,546 | ||||||
Effect of FOX IPO proceeds on NCI (1) | — | 7,492 | 7,492 | |||||||||
Effect of FOX IPO on majority trust shares (2) | 1,989 | (1,989 | ) | — | ||||||||
$ | 75,410 | $ | 41,628 | $ | 117,038 | |||||||
-1 | Represents the effect on noncontrolling shareholders resulting from the Company’s proceeds from the FOX IPO, as determined based on the proporionate interest of the carrying value of FOX. | |||||||||||
-2 | Represents the majority ownership effect on the Company resulting from the FOX IPO. | |||||||||||
On July 10, 2014, FOX filed a registration statement on Form S-1 with the SEC for a public offering of its common stock (the "FOX Secondary Offering") held by certain stockholders (the "Selling Stockholders"). The Selling Stockholders sold 5,750,000 shares of FOX common stock in the FOX Secondary Offering, which included an underwriters' option to purchase an additional 750,000 shares, at an offering price of $15.50 per share. The Company sold 4,466,569 shares of FOX common stock, including 633,955 shares sold in connection with the underwriters' exercise of their full option to purchase additional shares of common stock, and received net proceeds from the sale of approximately $65.5 million. As a result of the sale of the shares by the Company in the FOX Secondary Offering, the Company's ownership interest in FOX decreased to approximately 41%, which resulted in the deconsolidation of the FOX operating segment in the Company's consolidated financial statements effective as of the date of the FOX Secondary Offering. The Company recognized a gain of approximately $76.2 million related to the shares that were sold in connection with the FOX Secondary Offering, and a gain of approximately $188.0 million related to the Company's retained interest in FOX, for a total gain of approximately $264.3 million. | ||||||||||||
Subsequent to the sale of the shares in the FOX Secondary Offering the Company owns approximately 15.1 million shares of FOX common stock. | ||||||||||||
The Company has elected to account for its investment in FOX at fair value using the equity method beginning on the date that the investment became subject to the equity method of accounting. The Company uses the equity method of accounting when it has the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. For equity method investments which the Company has elected to measure at fair value, unrealized gains and losses are reported in the consolidated statement of operations as gain (loss) from equity method investments. | ||||||||||||
Termination of Supplemental Put Agreement | Termination of Supplemental Put Agreement | |||||||||||
The Company entered into a Supplemental Put Agreement with the Manager at the time of the Company’s Initial Public Offering (“IPO”) in connection with the MSA. Pursuant to the Supplemental Put Agreement, the Manager had the right to cause the Company to purchase the Allocation Interests then owned by the Manager upon termination of the MSA for a price to be determined in accordance with the Supplemental Put Agreement. The holders of the Allocation Interests (“Holders”) are entitled to receive distributions pursuant to a profit allocation formula upon the occurrence of certain events. The distributions of the profit allocation will be paid only upon the occurrence of the sale of a material amount of capital stock or assets of one of the Company’s businesses (“Sale Event”) or, at the option of the Holders, at each five year anniversary date of the acquisition of one of the Company’s businesses (“Holding Event”). The Company historically recorded the Supplemental Put obligation at an amount equal to the fair value of the profit allocation. This amount was determined using a model that multiplies the trailing twelve-month EBITDA for each business unit by an estimated enterprise value multiple to determine an estimated selling price of the business unit. This amount represented the obligation of the Company to physically settle the purchase of the Allocation Interest at the option of the Holders upon the termination of the MSA. | ||||||||||||
On July 1, 2013, the Company and the Manager amended the MSA to provide for certain modifications related to the Manager’s registration as an investment adviser under the Investment Advisers Act of 1940 (“Advisor’s Act”), as amended. In connection with the amendment resulting from the Manager’s registration as an investment adviser under the Adviser’s Act, the Company and the Manager agreed to terminate the Supplemental Put Agreement, which had the effect of eliminating the Manager’s right to require the Company to purchase the Allocation Interests upon termination of the MSA. Pursuant to the MSA, as amended, the Manager will continue to manage the day-to-day operations and affairs of the Company, oversee the management and operations of the Company’s businesses, perform certain other services for the Company and receive management fees, and the Holders will continue to receive the profit allocation upon the occurrence of a Sale Event or a Holding Event. | ||||||||||||
Prior to July 1, 2013 the Company recorded increases or decreases in the supplemental put obligation as well as payments made upon the occurrence of a Sale Event or Holding Event, through the consolidated statement of operations. For the years ended December 31, 2012 and 2011, the Company recognized approximately $16.0 million and $11.8 million, respectively in expense related to the Supplemental Put Agreement. During 2012, the Company paid $13.7 million and $0.2 million, respectively, of the supplemental put liability due to the sale of Staffmark in October 2011, and Halo in May 2012, which qualified as Sale Events. Additionally, the Company paid $5.6 million in 2013 related to a Holding Event of the FOX business, and $6.9 million in 2011 related to a Holding Event of the ACI business. The FOX Holding Event in 2013 occurred prior to the termination of the Supplemental Put Agreement and was therefore accounted for as an expense in the consolidated statement of operations. | ||||||||||||
As a result of the termination of the Supplemental Put Agreement, the Company has derecognized the supplemental put liability associated with the Manager’s put right, reversing the entire $61.3 million liability at June 30, 2013 through supplemental put expense on the consolidated statement of operations. Subsequent to the termination of the Supplemental Put Agreement, the Company records Holding Events and Sale Events as dividends declared on Allocations Interests to stockholders’ equity when they are approved by the Company’s board of directors. | ||||||||||||
Revenue Recognition | Revenue recognition | |||||||||||
In accordance with authoritative guidance on revenue recognition, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery of the product or performance of services has occurred, the sellers price to the buyer is fixed and determinable, and collection is reasonably assured. Shipping and handling costs are charged to operations when incurred and are classified as a component of cost of sales. Taxes collected from customers and remitted to governmental authorities are presented on a net basis in the accompanying Consolidated Statements of Operations. | ||||||||||||
Revenue is recognized upon shipment of product to the customer or performance of services for a customer, net of sales returns and allowances. Appropriate reserves are established for anticipated returns and allowances based on past experience. Revenue is typically recorded at F.O.B. shipping point for all our businesses with the exception being American Furniture which reports revenues F.O.B. destination. | ||||||||||||
Cash Equivalents | Cash equivalents | |||||||||||
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. | ||||||||||||
Allowance for Doubtful Accounts | Allowance for doubtful accounts | |||||||||||
The Company uses estimates to determine the amount of the allowance for doubtful accounts in order to reduce accounts receivable to their estimated net realizable value. The Company estimates the amount of the required allowance by reviewing the status of past-due receivables and analyzing historical bad debt trends. The Company’s estimate also includes analyzing existing economic conditions. When the Company becomes aware of circumstances that may impair a specific customer’s ability to meet its financial obligations subsequent to the original sale, the Company will record an allowance against amounts due, and thereby reduce the net receivable to the amount it reasonably believes will be collectible. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. | ||||||||||||
Inventories | Inventories | |||||||||||
Inventories consist of raw materials, WIP, manufactured goods and purchased goods acquired for resale. Inventories are stated at the lower of cost or market, determined on the first-in, first-out method. Cost includes raw materials, direct labor, manufacturing overhead and indirect overhead. Market value is based on current replacement cost for raw materials and supplies and on net realizable value for finished goods. | ||||||||||||
Property, Plant and Equipment | Property, plant and equipment | |||||||||||
Property, plant and equipment is recorded at cost. The cost of major additions or betterments is capitalized, while maintenance and repairs that do not improve or extend the useful lives of the related assets are expensed as incurred. | ||||||||||||
Depreciation is provided principally on the straight-line method over estimated useful lives. Leasehold improvements are amortized over the life of the lease or the life of the improvement, whichever is shorter. | ||||||||||||
The ranges of useful lives are as follows: | ||||||||||||
Machinery and equipment | 2 to 25 years | |||||||||||
Office furniture, computers and software | 2 to 8 years | |||||||||||
Leasehold improvements | Shorter of useful life or lease term | |||||||||||
Property, plant and equipment and other long-lived assets that have definitive lives are evaluated for impairment when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable (‘triggering event’). Upon the occurrence of a triggering event, the asset is reviewed to assess whether the estimated undiscounted cash flows expected from the use of the asset plus residual value from the ultimate disposal exceeds the carrying value of the asset. If the carrying value exceeds the estimated recoverable amounts, the asset is written down to its fair value. | ||||||||||||
Fair Value of Financial Instruments | Fair value of financial instruments | |||||||||||
The carrying value of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximate their fair value due to their short term nature. Term Debt with a carrying value of $319.1 million, net of original issue discount, at December 31, 2014 approximated fair value. The fair value is based on interest rates that are currently available to the Company for issuance of debt with similar terms and remaining maturities. If measured at fair value in the financial statements, the Term Debt would be classified as Level 2 in the fair value hierarchy. | ||||||||||||
Business Combinations | Business combinations | |||||||||||
The Company allocates the amount it pays for each acquisition to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets which arise from a contractual or legal right or are separable from goodwill. The Company bases the fair value of identifiable intangible assets acquired in a business combination on detailed valuations that use information and assumptions provided by management, which consider management’s best estimates of inputs and assumptions that a market participant would use. The Company allocates any excess purchase price that exceeds the fair value of the net tangible and identifiable intangible assets acquired to goodwill. The use of alternative valuation assumptions, including estimated growth rates, cash flows, discount rates and estimated useful lives could result in different purchase price allocations and amortization expense in current and future periods. Transaction costs associated with these acquisitions are expensed as incurred through selling, general and administrative expense on the consolidated statement of operations. In those circumstances where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the contingent payments expected to be made as of the acquisition date. The Company re-measures this liability each reporting period and records changes in the fair value through a separate line item within the consolidated statements of operations. | ||||||||||||
Goodwill | Goodwill | |||||||||||
Goodwill represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed. The Company is required to perform impairment reviews at each of its reporting units annually and more frequently in certain circumstances. | ||||||||||||
In accordance with accounting guidelines, the Company is able to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. If a company concludes that it is more likely than not that the fair value of a reporting unit is not less than its carrying amount it is not required to perform the two-step impairment test for that reporting unit. | ||||||||||||
The first step of the process after the qualitative assessment fails is estimating the fair value of each of its reporting units based on a discounted cash flow (“DCF”) model using revenue and profit forecast and a market approach which compares peer data and earnings multiples. The Company then compares those estimated fair values with the carrying values, which include allocated goodwill. If the estimated fair value is less than the carrying value, a second step is performed to compute the amount of the impairment by determining an “implied fair value” of goodwill. The determination of a reporting unit’s “implied fair value” of goodwill requires the allocation of the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit. Any unallocated fair value represents the “implied fair value” of goodwill, which is then compared to its corresponding carrying value. The Company cannot predict the occurrence of certain future events that might adversely affect the implied value of goodwill and/or the fair value of intangible assets. Such events include, but are not limited to, strategic decisions made in response to economic and competitive conditions, the impact of the economic environment on its customer base, and material adverse effects in relationships with significant customers. | ||||||||||||
The impact of over-estimating or under-estimating the implied fair value of goodwill at any of the reporting units could have a material effect on the results of operations and financial position. In addition, the value of the implied goodwill is subject to the volatility of the Company’s operations which may result in significant fluctuation in the value assigned at any point in time. | ||||||||||||
Refer to Note H - Goodwill and Intangible Assets for the results of the annual impairment tests. | ||||||||||||
Deferred Debt Issuance Costs | Deferred debt issuance costs | |||||||||||
Deferred debt issuance costs represent the costs associated with the issuance of debt instruments and are amortized over the life of the related debt instrument. | ||||||||||||
Warranties | Warranties | |||||||||||
The Company’s CamelBak, Ergobaby, Liberty and Tridien operating segments estimate the exposure to warranty claims based on both current and historical product sales data and warranty costs incurred. The Company assesses the adequacy of its recorded warranty liability quarterly and adjusts the amount as necessary. | ||||||||||||
Foreign Currency | Foreign currency | |||||||||||
For the Company’s segments with certain operations outside the United States, the local currency is the functional currency, and the financial statements are translated into U.S. dollars using exchange rates in effect at year-end for assets and liabilities and average exchange rates during the year for results of operations. The resulting translation gain or loss is included in stockholder’s equity as other comprehensive income or loss. | ||||||||||||
Derivatives and Hedging | Derivatives and hedging | |||||||||||
The Company utilizes interest rate swaps (derivative) to manage risks related to interest rates on the term loan portion of their Credit Facility. The Company has not elected hedge accounting treatment for the existing interest rate derivatives entered into as part of the Credit Facility. Refer to Note J - Debt for more information on the Company’s Credit Facility. | ||||||||||||
Noncontrolling Interest | Noncontrolling interest | |||||||||||
Noncontrolling interest represents the portion of a majority-owned subsidiary’s net income that is owned by noncontrolling shareholders. Noncontrolling interest on the balance sheet represents the portion of equity in a consolidated subsidiary owned by noncontrolling shareholders. | ||||||||||||
Deferred Income Taxes | Deferred income taxes | |||||||||||
Deferred income taxes are calculated under the asset and liability method. Deferred income taxes are provided for the differences between the basis of assets and liabilities for financial reporting and income tax purposes at the enacted tax rates. A valuation allowance is established when necessary to reduce deferred tax assets to the amount that is expected to more likely than not be realized. Several of the Company’s majority owned subsidiaries have deferred tax assets recorded at December 31, 2014 which in total amount to approximately $17.0 million. This deferred tax asset is net of $12.7 million of valuation allowance primarily associated with AFM’s inability to utilize loss carryforwards associated with impairments in 2010 and 2011 and losses in 2012 and 2013. These deferred tax assets are comprised primarily of reserves not currently deductible for tax purposes. The temporary differences that have resulted in the recording of these tax assets may be used to offset taxable income in future periods, reducing the amount of taxes required to be paid. Realization of the deferred tax assets is dependent on generating sufficient future taxable income at those subsidiaries with deferred tax assets. Based upon the expected future results of operations, the Company believes it is more likely than not that those subsidiaries with deferred tax assets will generate sufficient future taxable income to realize the benefit of existing temporary differences, although there can be no assurance of this. The impact of not realizing these deferred tax assets would result in an increase in income tax expense for such period when the determination was made that the assets are not realizable. | ||||||||||||
Earnings Per Share | Earnings per share | |||||||||||
Prior to the termination of the Supplemental Put Agreement, basic and diluted earnings per share attributable to Holdings was computed on a weighted average basis. Effective July 1, 2013, basic and fully diluted earnings per share is computed using the two-class method which requires companies to allocate participating securities that have rights to earnings that otherwise would have been available only to common shareholders as a separate class of securities in calculating earnings per share. The Company has granted Allocation Interests that contain participating rights to receive profit allocations upon the occurrence of a Holding Event or a Sale Event. | ||||||||||||
The calculation of basic and fully diluted earnings per share reflects the effect of dividends that were declared and paid to the Holders subsequent to the termination of the Supplemental Put Agreement and the incremental increase in the profit allocation distribution to the Holders related to Holding Events during the period. | ||||||||||||
The weighted average number of Trust shares outstanding for fiscal 2014 was computed based on 48,300,000 shares outstanding for the period from January 1, 2014 through November 14, 2014 and 6,000,000 additional shares outstanding from November 14, 2014 through December 31, 2014 issued in connection with a public share offering. The weighted average number of Trust shares outstanding for fiscal 2013 and 2012 was computed based on 48,300,000 shares outstanding for the period from January 1st through December 31st in both years. | ||||||||||||
The Company did not have any stock option plans or any other potentially dilutive securities outstanding during the years ended December 31, 2014, 2013 and 2012. | ||||||||||||
Advertising Costs | Advertising costs | |||||||||||
Advertising costs are expensed as incurred and included in selling, general and administrative expense in the consolidated statements of operations. Advertising costs were $14.6 million, $13.5 million and $12.9 million during the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
Research and Development | Research and development | |||||||||||
Research and development costs are expensed as incurred and included in selling, general and administrative expense in the consolidated statements of operations. The Company incurred research and development expense of $15.7 million, $16.0 million and $11.8 million during the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
Employee Retirement Plans | Employee retirement plans | |||||||||||
The Company and many of its segments sponsor defined contribution retirement plans, such as 401(k) plans. Employee contributions to the plan are subject to regulatory limitations and the specific plan provisions. The Company and its segments may match these contributions up to levels specified in the plans and may make additional discretionary contributions as determined by management. The total employer contributions to these plans were $1.7 million, $1.4 million and $1.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
The Company’s Arnold Magnetics subsidiary maintains a defined benefit plan for certain of its employees which is more fully described in Note M. Accounting guidelines require employers to recognize the overfunded or underfunded status of defined benefit pension and postretirement plans as assets or liabilities in their consolidated balance sheets and to recognize changes in that funded status in the year in which the changes occur as a component of comprehensive income. | ||||||||||||
Seasonality | Seasonality | |||||||||||
Earnings of certain of the Company’s operating segments are seasonal in nature. Earnings from CamelBak are typically higher in the spring and summer months as this corresponds with warmer weather in the Northern Hemisphere and an increase in hydration related activities. Earnings from Liberty are typically lowest in the second quarter due to lower demand for safes at the onset of summer. Earnings from AFM are typically highest in the months of January through April of each year, coinciding with homeowners’ tax refunds. Earnings from Clean Earth are typically lower in the winter months due to lower levels of construction and development activity in the Northeastern United States. | ||||||||||||
Stock Based Compensation | Stock based compensation | |||||||||||
The Company does not have a stock based compensation plan; however, certain of the Company’s subsidiaries maintain stock based compensation plans. During the years ended December 31, 2014, 2013 and 2012, $4.7 million, $4.7 million, and $4.2 million of stock based compensation expense was recorded to each expense category that included related salary expense in the consolidated statements of operations. As of December 31, 2014, the amount to be recorded for stock-based compensation expense in future years for unvested options is approximately $12.9 million. | ||||||||||||
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements | |||||||||||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update intended to provide guidance on the presentation of unrecognized tax benefits, reflecting the manner in which an entity would settle, at the reporting date, any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The accounting standard was effective for the Company on January 1, 2014. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations. | ||||||||||||
In March 2013, the FASB issued an accounting standards update intended to provide guidance on a parent’s accounting for the cumulative translation adjustment upon derecognition of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity. This accounting standard was effective for the Company on January 1, 2014. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations. | ||||||||||||
Recently Issued Accounting Pronouncements | ||||||||||||
In April 2014, the FASB issued an accounting standard update related to reporting discontinued operations and disclosures of disposals of components of an entity which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and “represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results.” The new standard applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. The amendment is effective for annual reporting periods beginning after December 15, 2014, which for the Company is January 1, 2015, and interim periods within those annual periods. The adoption of this standard is not expected to change the manner in which the Company currently presents discontinued operations in the consolidated financial statements. | ||||||||||||
In May 2014, the FASB issued a comprehensive new revenue recognition standard. The new standard outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is designed to create greater comparability for financial statement users across industries, jurisdictions and capital markets and also requires enhanced disclosures. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Accounting Policies [Abstract] | ||||||||||||
Deconsolidation, Effects of IPO | The following table details the amounts recorded in the consolidated statement of stockholders’ equity during the year ended December 31, 2013 as a result of the FOX IPO (in thousands): | |||||||||||
Trust Shares | NCI | Total | ||||||||||
Effect of FOX IPO proceeds | $ | 73,421 | $ | 36,125 | $ | 109,546 | ||||||
Effect of FOX IPO proceeds on NCI (1) | — | 7,492 | 7,492 | |||||||||
Effect of FOX IPO on majority trust shares (2) | 1,989 | (1,989 | ) | — | ||||||||
$ | 75,410 | $ | 41,628 | $ | 117,038 | |||||||
-1 | Represents the effect on noncontrolling shareholders resulting from the Company’s proceeds from the FOX IPO, as determined based on the proporionate interest of the carrying value of FOX. | |||||||||||
-2 | Represents the majority ownership effect on the Company resulting from the FOX IPO. | |||||||||||
The following tables reflect the Company’s percentage ownership of its businesses, as of December 31, 2014, 2013 and 2012 and related noncontrolling interest balances as of December 31, 2014 and 2013: | ||||||||||||
% Ownership (1) | % Ownership (1) | % Ownership (1) | ||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | ||||||||||
Primary | Fully | Primary | Fully | Primary | Fully | |||||||
Diluted | Diluted | Diluted | ||||||||||
CamelBak | 89.9 | 79.7 | 89.9 | 79.7 | 89.9 | 79.7 | ||||||
Ergobaby | 81 | 74.3 | 81 | 75 | 81.1 | 77.1 | ||||||
FOX (2) | n/a | n/a | 53.9 | 49.8 | 75.8 | 70.6 | ||||||
Liberty | 96.2 | 84.8 | 96.2 | 84.8 | 96.2 | 86.7 | ||||||
ACI | 69.4 | 69.3 | 69.4 | 69.4 | 69.4 | 69.4 | ||||||
American Furniture | 99.9 | 99.9 | 99.9 | 99.9 | 99.9 | 99.9 | ||||||
Arnold Magnetics | 96.7 | 87.5 | 96.7 | 87.2 | 96.7 | 87.9 | ||||||
Clean Earth | 97.9 | 86.2 | n/a | n/a | n/a | n/a | ||||||
SternoCandleLamp | 100 | 91.7 | n/a | n/a | n/a | n/a | ||||||
Tridien | 81.3 | 65.4 | 81.3 | 66.5 | 81.3 | 67.4 | ||||||
-1 | The principal difference between primary and fully diluted percentages of our operating segments is due to stock option issuances of operating segment stock to management of the respective business. | |||||||||||
-2 | FOX was deconsolidated on July 10, 2014 after the Company's ownership interest in FOX fell below 50%. Refer to Note B. | |||||||||||
Noncontrolling Interest Balances | ||||||||||||
(in thousands) | December 31, | December 31, | ||||||||||
2014 | 2013 | |||||||||||
CamelBak | $ | 14,932 | $ | 13,519 | ||||||||
Ergobaby | 14,783 | 12,571 | ||||||||||
FOX | — | 64,949 | ||||||||||
Liberty | 2,547 | 2,339 | ||||||||||
ACI | 790 | (2,529 | ) | |||||||||
American Furniture | 260 | 260 | ||||||||||
Arnold Magnetics | 1,950 | 1,808 | ||||||||||
Clean Earth | 2,672 | — | ||||||||||
SternoCandleLamp | 125 | — | ||||||||||
Tridien | 2,744 | 2,533 | ||||||||||
Allocation Interests | 100 | 100 | ||||||||||
$ | 40,903 | $ | 95,550 | |||||||||
Summary of Ranges of Useful Lives | The ranges of useful lives are as follows: | |||||||||||
Machinery and equipment | 2 to 25 years | |||||||||||
Office furniture, computers and software | 2 to 8 years | |||||||||||
Leasehold improvements | Shorter of useful life or lease term |
Acquisition_of_Businesses_Acqu
Acquisition of Businesses Acquisition of Businesses (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Business Acquisition [Line Items] | ||||||||
Pro Forma Information | The following unaudited pro forma data for the years ended December 31, 2014 and 2013 gives effect to the acquisition of Clean Earth and SternoCandleLamp, as described above, as if the acquisitions had been completed as of January 1, 2013. The pro forma data gives effect to historical operating results with adjustments to interest expense, amortization and depreciation expense, management fees and related tax effects. The information is provided for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred if the transaction had been consummated on the date indicated, nor is it necessarily indicative of future operating results of the consolidated companies, and should not be construed as representing results for any future period. | |||||||
Year Ended December 31, | ||||||||
(in thousands) | 2014 | 2013 | ||||||
Net sales | $ | 1,182,543 | $ | 1,275,071 | ||||
Operating income | 66,335 | 124,117 | ||||||
Net income | 291,150 | 74,572 | ||||||
Net income attributable to Holdings | 278,742 | 63,782 | ||||||
Basic and fully diluted net income per share attributable to Holdings | 5.38 | 0.96 | ||||||
Clean Earth Holdings | ||||||||
Business Acquisition [Line Items] | ||||||||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | ||||||||
Clean Earth | ||||||||
(in thousands) | ||||||||
Acquisition Consideration | ||||||||
Purchase price | $ | 243,000 | ||||||
Working capital adjustment | 6,616 | |||||||
Cash acquired | 3,683 | |||||||
Total purchase consideration | $ | 253,299 | ||||||
Less: Transaction costs | (1,935 | ) | ||||||
Purchase price, net | $ | 251,364 | ||||||
Amounts Recognized as of Acquisition Date | ||||||||
Assets: | ||||||||
Cash | $ | 3,683 | ||||||
Accounts receivable, net (1) | 41,821 | |||||||
Property, plant and equipment (2) | 43,737 | |||||||
Intangible assets | 135,939 | |||||||
Goodwill | 108,675 | |||||||
Other current and noncurrent assets | 8,499 | |||||||
Total assets | $ | 342,354 | ||||||
Liabilities and noncontrolling interest: | ||||||||
Current liabilities | $ | 27,205 | ||||||
Other liabilities | 149,760 | |||||||
Deferred tax liabilities | 60,338 | |||||||
Noncontrolling interest | 2,275 | |||||||
Total liabilities and noncontrolling interest | $ | 239,578 | ||||||
Net assets acquired | $ | 102,776 | ||||||
Noncontrolling interest | 2,275 | |||||||
Intercompany loans to business and debt assumed | 148,248 | |||||||
$ | 253,299 | |||||||
(1) Includes $42.5 million of gross contractual accounts receivable of which $0.6 million was not expected to be collected. The fair value of accounts receivable approximated book value acquired. | ||||||||
(2) Includes $20.9 million of property, plant and equipment basis step-up. | ||||||||
Schedule of Intangible Assets Recorded as Part of Acquisition | The intangible assets preliminarily recorded in connection with the Clean Earth acquisition are as follows (in thousands): | |||||||
Intangible assets | Amount | Estimated Useful Life | ||||||
Customer relationships | $ | 25,730 | 15 years | |||||
Permits and Airspace | 93,209 | 10 - 20 years | ||||||
Trade name | 17,000 | 20 years | ||||||
$ | 135,939 | |||||||
Sterno Candle Lamp | ||||||||
Business Acquisition [Line Items] | ||||||||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | ||||||||
SternoCandleLamp | ||||||||
(in thousands) | ||||||||
Acquisition Consideration | ||||||||
Purchase Price | $ | 161,500 | ||||||
Working Capital Adjustment | 1,251 | |||||||
Total purchase consideration | $ | 162,751 | ||||||
Less: Transaction costs | (2,765 | ) | ||||||
Purchase price, net | $ | 159,986 | ||||||
Amounts Recognized as of Acquisition Date | ||||||||
Assets: | ||||||||
Accounts Receivable (1) | $ | 18,534 | ||||||
Inventory (2) | 19,932 | |||||||
Property, plant and equipment (3) | 18,004 | |||||||
Intangible assets | 90,950 | |||||||
Goodwill | 33,717 | |||||||
Other current and non-current assets | 1,734 | |||||||
Total assets | $ | 182,871 | ||||||
Liabilities: | ||||||||
Current liabilities | $ | 20,120 | ||||||
Other liabilities | 91,647 | |||||||
Total liabilities | $ | 111,767 | ||||||
Net assets acquired | 71,104 | |||||||
Intercompany loans to business | 91,647 | |||||||
$ | 162,751 | |||||||
(1) Includes $18.8 million of gross contractual accounts receivable of which $0.2 million was not expected to be collected. The fair value of accounts receivable approximates book value acquired. | ||||||||
(2) Includes $2.0 million in inventory basis step-up, which was charged to cost of goods sold during the year ended December 31, 2014. | ||||||||
(3) Includes $6.9 million of property, plant and equipment basis step-up | ||||||||
Schedule of Intangible Assets Recorded as Part of Acquisition | The intangible assets preliminarily recorded in connection with the SternoCandleLamp acquisition are as follows (in thousands): | |||||||
Intangible assets | Amount | Estimated Useful Life | ||||||
Trade name | 60,140 | Indefinite | ||||||
Customer Relationships | 30,810 | 10 years | ||||||
$ | 90,950 | |||||||
Equity_Method_Investment_Table
Equity Method Investment (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity [Abstract] | |||||||||||||
Equity Method Investments | The following table reflects the year to date activity from our investment in FOX (in thousands): | ||||||||||||
Year ended December 31, 2014 | |||||||||||||
Balance January 1, 2014 | $ | — | |||||||||||
Effect of deconsolidation (1) | 234,185 | ||||||||||||
Gain on investment | 11,029 | ||||||||||||
Balance December 31, 2014 | $ | 245,214 | |||||||||||
(1) Refer to Footnote B to the consolidated financial statements. | |||||||||||||
The results of operations and balance sheet information of the Company's FOX investment are summarized below: | |||||||||||||
December 31, 2014 | |||||||||||||
Condensed Income Statement information (1): | |||||||||||||
Net revenue | $ | 306,734 | |||||||||||
Gross profit | 94,420 | ||||||||||||
Operating income | 34,623 | ||||||||||||
Net income | 27,686 | ||||||||||||
Condensed Balance Sheet information: | |||||||||||||
Current assets | $ | 112,609 | |||||||||||
Non-current assets | 145,828 | ||||||||||||
$ | 258,437 | ||||||||||||
Current liabilities | $ | 60,825 | |||||||||||
Non-current liabilities | 68,806 | ||||||||||||
Stockholders' equity | 128,806 | ||||||||||||
$ | 258,437 | ||||||||||||
(1) The condensed income statement information included in the table above reflects Fox's results of operations for the full fiscal year ending December 31, 2014. FOX's results of operations for the period from January 1, 2014 through July 10, 2014, the date of deconsolidation, are included in the results of operations of the Company for the year ending December 31, 2014. | |||||||||||||
Summary of Consolidated Statement of Stockholders' Equity | The following table summarizes FOX's results of operations that are included in the Company's consolidated results of operations for the period from January 1, 2014 through July 10, 2014, the date of deconsolidation, and for the years ended December 31, 2013 and 2012 (in thousands): | ||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net revenue | $ | 149,995 | $ | 272,746 | $ | 235,869 | |||||||
Gross profit | 46,294 | 80,129 | 62,829 | ||||||||||
Operating income | 17,294 | 38,781 | 26,152 | ||||||||||
Net income | 15,047 | 24,102 | 14,210 | ||||||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) (HALO) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
HALO | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Summary of Disposition of Operating Results | Summarized operating results for HALO for the period from January 1, 2012 through the date of disposition were as follows (in thousands): | |||
For the period | ||||
Jan. 1, 2012 | ||||
through | ||||
disposition | ||||
Net sales | $ | 51,253 | ||
Operating loss | (2,141 | ) | ||
Loss from continuing operations before income taxes | (2,141 | ) | ||
Benefit for income taxes | (973 | ) | ||
Loss from discontinued operations (1) | $ | (1,168 | ) | |
-1 | The results of for the period from January 1, 2012 through disposition excludes $0.7 million of intercompany interest expense, respectively. |
Operating_Segment_Data_Tables
Operating Segment Data (Tables) | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||||||||||
Summary of Net Sales of Operating Segments | A disaggregation of the Company’s consolidated revenue and other financial data for the years ended December 31, 2014, 2013 and 2012 is presented below (in thousands): | |||||||||||||||||||||||||||
Year ended December 31, | ||||||||||||||||||||||||||||
Net sales of operating segments | 2014 | 2013 | 2012 | |||||||||||||||||||||||||
CamelBak | $ | 148,675 | $ | 139,943 | $ | 157,633 | ||||||||||||||||||||||
Ergobaby | 82,255 | 67,340 | 64,032 | |||||||||||||||||||||||||
FOX | 149,995 | 272,746 | 235,869 | |||||||||||||||||||||||||
Liberty | 90,149 | 126,541 | 91,622 | |||||||||||||||||||||||||
ACI | 85,918 | 87,406 | 84,071 | |||||||||||||||||||||||||
American Furniture | 129,696 | 104,885 | 91,455 | |||||||||||||||||||||||||
Arnold Magnetics | 123,205 | 126,606 | 104,184 | |||||||||||||||||||||||||
Clean Earth | 68,440 | — | — | |||||||||||||||||||||||||
SternoCandleLamp | 36,713 | — | — | |||||||||||||||||||||||||
Tridien | 67,254 | 60,072 | 55,855 | |||||||||||||||||||||||||
Total | 982,300 | 985,539 | 884,721 | |||||||||||||||||||||||||
Reconciliation of segment revenues to consolidated revenues: | ||||||||||||||||||||||||||||
Corporate and other | — | — | — | |||||||||||||||||||||||||
Total consolidated revenues | $ | 982,300 | $ | 985,539 | $ | 884,721 | ||||||||||||||||||||||
Revenues from Geographic Locations Outside Domestic Country | Revenues from geographic locations outside the United States were material for the following segments: CamelBak, Ergobaby, Arnold and SternoCandleLamp, in each of the periods presented. Revenue attributable to any individual foreign country is not material. The international revenues from FOX in 2014 are for the period from January 1, 2014 through July 10, 2014, the date of deconsolidation. There were no significant inter-segment transactions. | |||||||||||||||||||||||||||
Year ended December 31, | ||||||||||||||||||||||||||||
International revenues | 2014 | 2013 | 2012 | |||||||||||||||||||||||||
CamelBak | $ | 37,330 | $ | 31,639 | $ | 30,095 | ||||||||||||||||||||||
Ergobaby | 46,702 | 40,322 | 37,576 | |||||||||||||||||||||||||
FOX | 79,306 | 176,633 | 151,586 | |||||||||||||||||||||||||
Arnold Magnetics | 55,591 | 61,406 | 45,850 | |||||||||||||||||||||||||
SternoCandleLamp | 2,137 | — | — | |||||||||||||||||||||||||
Total international revenues | $ | 221,066 | $ | 310,000 | $ | 265,107 | ||||||||||||||||||||||
Summary of Profit (Loss) of Operating Segments | ||||||||||||||||||||||||||||
Year ended December 31, | ||||||||||||||||||||||||||||
Profit (loss) of operating segments (1) | 2014 | 2013 | 2012 | |||||||||||||||||||||||||
CamelBak | $ | 17,913 | $ | 17,919 | $ | 25,501 | ||||||||||||||||||||||
Ergobaby | 18,147 | 12,616 | 10,928 | |||||||||||||||||||||||||
FOX | 17,292 | 38,781 | 26,152 | |||||||||||||||||||||||||
Liberty | (2,717 | ) | 12,458 | 5,985 | ||||||||||||||||||||||||
ACI (2) | 22,455 | 22,945 | 23,967 | |||||||||||||||||||||||||
American Furniture | 3,661 | 175 | (1,520 | ) | ||||||||||||||||||||||||
Arnold Magnetics (3) | 7,095 | 8,914 | (518 | ) | ||||||||||||||||||||||||
Clean Earth (4) | 2,737 | — | — | |||||||||||||||||||||||||
SternoCandleLamp (5) | (1,810 | ) | — | — | ||||||||||||||||||||||||
Tridien (6) | 2,191 | (10,227 | ) | 3,667 | ||||||||||||||||||||||||
Total | 86,964 | 103,581 | 94,162 | |||||||||||||||||||||||||
Reconciliation of segment profit to consolidated income (loss) from continuing operations before income taxes: | ||||||||||||||||||||||||||||
Interest expense, net | (27,068 | ) | (19,376 | ) | (25,001 | ) | ||||||||||||||||||||||
Other income (expense), net | (139 | ) | (77 | ) | (183 | ) | ||||||||||||||||||||||
Gain on equity method investment | 11,029 | — | — | |||||||||||||||||||||||||
Corporate and other (7) | 228,633 | 15,417 | (42,156 | ) | ||||||||||||||||||||||||
Total consolidated income (loss) from continuing operations before income taxes | $ | 299,419 | $ | 99,545 | $ | 26,822 | ||||||||||||||||||||||
-1 | Segment profit (loss) represents operating income (loss). | |||||||||||||||||||||||||||
-2 | The year ended December 31, 2012 includes $0.4 million of acquisition-related costs incurred as a result of the acquisition of Universal Circuits. | |||||||||||||||||||||||||||
-3 | The year ended December 31, 2012 results include $4.8 million of acquisition-related costs incurred in connection with the acquisition of Arnold, and $3.1 million of cost of goods sold expense associated with the amortization of the inventory fair value step-up recorded in 2012 in connection with the acquisition of Arnold. | |||||||||||||||||||||||||||
-4 | The year ended December 31, 2014 includes $1.9 million of acquisition related costs incurred in connection with the acquisition of Clean Earth, and $0.6 million in integration service fees paid to CGM. | |||||||||||||||||||||||||||
-5 | The year ended December 31, 2014 includes $2.8 million of acquisition related costs incurred in connection with the acquisition of SternoCandleLamp, $2.0 million of cost of goods sold expense related to the amortization of the step-up in inventory basis resulting from the purchase price allocation of SternoCandleLamp, and $0.1 million in integration service fees paid to CGM. | |||||||||||||||||||||||||||
-6 | Includes $12.9 million of goodwill and intangible assets impairment charges during the year ended December 31, 2013. See Note H - Property, Plant and Equipment. | |||||||||||||||||||||||||||
-7 | Primarily relates to the gain on the deconsolidation of FOX during 2014, the supplemental put reversal as a result of termination of the MSA during 2013, fair value adjustments to the supplemental put liability during 2012, and management fees expensed and payable to CGM. | |||||||||||||||||||||||||||
Summary of Accounts Receivable of Operating Segment | ||||||||||||||||||||||||||||
Accounts receivable | Accounts | Accounts | ||||||||||||||||||||||||||
Receivable | Receivable | |||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||||
CamelBak | $ | 23,346 | $ | 18,054 | ||||||||||||||||||||||||
Ergobaby | 9,671 | 8,626 | ||||||||||||||||||||||||||
FOX | — | 34,197 | ||||||||||||||||||||||||||
Liberty | 11,376 | 13,029 | ||||||||||||||||||||||||||
ACI | 5,730 | 5,542 | ||||||||||||||||||||||||||
American Furniture | 16,641 | 11,502 | ||||||||||||||||||||||||||
Arnold Magnetics | 15,664 | 16,922 | ||||||||||||||||||||||||||
Clean Earth | 52,059 | — | ||||||||||||||||||||||||||
SternoCandleLamp | 21,113 | — | ||||||||||||||||||||||||||
Tridien | 7,135 | 7,288 | ||||||||||||||||||||||||||
Total | 162,735 | 115,160 | ||||||||||||||||||||||||||
Reconciliation of segment to consolidated totals: | ||||||||||||||||||||||||||||
Corporate and other | — | — | ||||||||||||||||||||||||||
Total | 162,735 | 115,160 | ||||||||||||||||||||||||||
Allowance for doubtful accounts | (5,200 | ) | (3,424 | ) | ||||||||||||||||||||||||
Total consolidated net accounts receivable | $ | 157,535 | $ | 111,736 | ||||||||||||||||||||||||
Summary of Goodwill and Identifiable Assets of Operating Segments | ||||||||||||||||||||||||||||
Goodwill | Goodwill | Identifiable | Identifiable | Depreciation and Amortization | ||||||||||||||||||||||||
Dec. 31, | Dec. 31, | Assets | Assets | Year ended December 31, | ||||||||||||||||||||||||
Dec. 31, | Dec. 31, | |||||||||||||||||||||||||||
Goodwill and identifiable assets of operating segments | 2014 | 2013 | 2014(1) | 2013(1) | 2014 | 2013 | 2012 | |||||||||||||||||||||
CamelBak | $ | 5,546 | $ | 5,546 | $ | 207,831 | $ | 218,081 | $ | 13,240 | $ | 12,929 | $ | 12,973 | ||||||||||||||
Ergobaby | 41,664 | 41,664 | 65,309 | 65,838 | 3,832 | 3,686 | 4,215 | |||||||||||||||||||||
FOX | — | 31,924 | — | 93,700 | 4,785 | 7,759 | 7,204 | |||||||||||||||||||||
Liberty | 32,828 | 32,684 | 34,139 | 49,247 | 6,250 | 6,173 | 7,023 | |||||||||||||||||||||
ACI | 57,615 | 57,615 | 19,334 | 22,044 | 4,606 | 4,930 | 4,865 | |||||||||||||||||||||
American Furniture | — | — | 27,810 | 32,851 | 205 | 184 | 139 | |||||||||||||||||||||
Arnold Magnetics (2) | 51,767 | 51,767 | 77,610 | 87,921 | 8,528 | 8,135 | 9,373 | |||||||||||||||||||||
Clean Earth | 110,633 | — | 203,938 | — | 6,605 | — | — | |||||||||||||||||||||
SternoCandleLamp | 33,716 | — | 126,302 | — | 4,643 | — | — | |||||||||||||||||||||
Tridien (3) | 16,762 | 16,762 | 14,844 | 15,324 | 2,503 | 2,178 | 2,330 | |||||||||||||||||||||
Total | 350,531 | 237,962 | 777,117 | 585,006 | 55,197 | 45,974 | 48,122 | |||||||||||||||||||||
Reconciliation of segment to consolidated total: | ||||||||||||||||||||||||||||
Corporate and other identifiable assets | — | — | 253,599 | 101,560 | 501 | 253 | 228 | |||||||||||||||||||||
Amortization of debt issuance costs and original issue discount | 3,125 | 3,366 | 4,169 | |||||||||||||||||||||||||
Goodwill carried at Corporate level (4) | 8,649 | 8,649 | — | — | — | — | — | |||||||||||||||||||||
Total | $ | 359,180 | $ | 246,611 | $ | 1,030,716 | $ | 686,566 | $ | 58,823 | $ | 49,593 | $ | 52,519 | ||||||||||||||
-1 | Does not include accounts receivable balances per schedule above. | |||||||||||||||||||||||||||
-2 | Arnold Magnetics has three reporting units PMAG, FlexMag and Precision Thin Metals with goodwill balances of $40.4 million, $4.8 million and $6.5 million, respectively. | |||||||||||||||||||||||||||
-3 | Tridien goodwill and identifiable assets reflect impairment incurred during 2013 (see Note H). | |||||||||||||||||||||||||||
-4 | Represents goodwill resulting from purchase accounting adjustments not “pushed down” to the segments. This amount is allocated back to the respective segments for purposes of goodwill impairment testing. During 2013 the Tridien goodwill previously carried at Corporate was pushed down to Tridien. The remaining amount of goodwill at the Corporate level relates to ACI. |
Property_Plant_and_Equipment_a1
Property, Plant and Equipment and Inventory (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Summary of Property, Plant and Equipment | Property, plant and equipment is comprised of the following (in thousands): | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Machinery and equipment | $ | 127,035 | $ | 90,717 | ||||
Office furniture, computers and software | 12,322 | 11,385 | ||||||
Leasehold improvements | 10,419 | 15,354 | ||||||
Buildings and land | 25,271 | 425 | ||||||
175,047 | 117,881 | |||||||
Less: accumulated depreciation | (59,176 | ) | (49,822 | ) | ||||
Total | $ | 115,871 | $ | 68,059 | ||||
Summary of Inventory | Inventory is comprised of the following (in thousands): | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Raw materials and supplies | $ | 49,727 | $ | 74,325 | ||||
Work-in-process | 10,632 | 13,579 | ||||||
Finished goods | 59,442 | 73,664 | ||||||
Less: obsolescence reserve | (8,587 | ) | (8,620 | ) | ||||
Total | $ | 111,214 | $ | 152,948 | ||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||
Summary of Reconciliation of Change in Carrying Value of Goodwill | A reconciliation of the change in the carrying value of goodwill for the years ended December 31, 2014 and 2013 are as follows (in thousands): | |||||||||
31-Dec-14 | 31-Dec-13 | |||||||||
Beginning balance: | ||||||||||
Goodwill | $ | 299,514 | $ | 298,962 | ||||||
Accumulated impairment losses | (52,903 | ) | (41,435 | ) | ||||||
246,611 | 257,527 | |||||||||
Impairment losses | — | (11,468 | ) | |||||||
Acquisition of businesses (1) | 157,864 | 552 | ||||||||
Effect of deconsolidation of subsidiary (2) | (45,295 | ) | — | |||||||
Total adjustments | 112,569 | (10,916 | ) | |||||||
Ending balance: | ||||||||||
Goodwill | 412,083 | 299,514 | ||||||||
Accumulated impairment losses | (52,903 | ) | (52,903 | ) | ||||||
$ | 359,180 | $ | 246,611 | |||||||
-1 | Acquisition of businesses during the year ended December 31, 2014 relates to the acquisition of Clean Earth in August 2014, SternoCandleLamp in October 2014, the acquisition of AES by Clean Earth in December 2014, and the acquisition of Sport Truck by FOX in March 2014. The $12.0 million of goodwill related to the Sport Truck acquisition and the $0.6 million related to a prior year acquisition by FOX is included in the amount of $45.3 million that was deconsolidated during the year ended December 31, 2014. | |||||||||
-2 | As a result of the sale of shares by the Company in the FOX Secondary Offering, the Company's ownership interest in FOX decreased to approximately 41%, which resulted in the deconsolidation of the FOX operating segment from the Company's consolidated financial statements effective July 10, 2014. | |||||||||
Summary of Other Intangible Assets | Other intangible assets subject to amortization are comprised of the following (in thousands): | |||||||||
December 31, | December 31, | Weighted | ||||||||
2014 | 2013 | Average | ||||||||
Useful Lives | ||||||||||
Customer relationships | $ | 266,976 | $ | 192,387 | 12 | |||||
Technology and patents | 56,731 | 89,443 | 8 | |||||||
Trade names, subject to amortization | 7,595 | 7,595 | 17 | |||||||
Licensing and non-compete agreements | 7,856 | 7,736 | 5 | |||||||
Permits and airspace (1) | 98,406 | — | 13 | |||||||
Distributor relations and other | 606 | 606 | 5 | |||||||
438,170 | 297,767 | |||||||||
Accumulated amortization: | ||||||||||
Customer relationships | (75,813 | ) | (64,752 | ) | ||||||
Technology and patents | (26,906 | ) | (44,703 | ) | ||||||
Trade names, subject to amortization | (3,763 | ) | (1,895 | ) | ||||||
Licensing and non-compete agreements | (7,499 | ) | (6,798 | ) | ||||||
Permits and airspace | (3,104 | ) | — | |||||||
Distributor relations and other | (606 | ) | (606 | ) | ||||||
Total accumulated amortization | (117,691 | ) | (118,754 | ) | ||||||
Trade names, not subject to amortization | 166,741 | 131,346 | ||||||||
Total intangibles, net | $ | 487,220 | $ | 310,359 | ||||||
(1) Permits and airspace intangible assets relate to the acquisition of Clean Earth in August 2014. Permits are obtained by Clean Earth for the treatment of soil and solid waste from various government municipalities and are amortized over the estimated life of the permit. Modifications of existing permits to accept new waste streams, alterations of existing permits to enhance the permit limitations, and new permits, as well as the related costs associated with obtaining, modifying or renewing the permits, are capitalized and amortized over the estimated life of the permit. | ||||||||||
Summary of Estimated Charges to Amortization Expense of Intangible Assets | Estimated charges to amortization expense of intangible assets over the next five years, is as follows, (in thousands): | |||||||||
2015 | $ | 40,589 | ||||||||
2016 | 38,368 | |||||||||
2017 | 35,451 | |||||||||
2018 | 32,974 | |||||||||
2019 | 31,556 | |||||||||
$ | 178,938 | |||||||||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||
Summary of Assets and Liabilities Carried at Fair Value Measured on Recurring Basis | The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2014 and 2013 (in thousands): | |||||||||||||||||||
Fair Value Measurements at December 31, 2014 | ||||||||||||||||||||
Carrying | Level 1 | Level 2 | Level 3 | |||||||||||||||||
Value | ||||||||||||||||||||
Assets: | ||||||||||||||||||||
Equity method investment - FOX | $ | 245,214 | $ | 245,214 | $ | — | $ | — | ||||||||||||
Liabilities: | ||||||||||||||||||||
Call option of noncontrolling shareholder (1) | (25 | ) | — | — | (25 | ) | ||||||||||||||
Put option of noncontrolling shareholders (2) | (50 | ) | — | — | (50 | ) | ||||||||||||||
Interest rate swaps | (9,828 | ) | — | (9,828 | ) | — | ||||||||||||||
Total recorded at fair value | $ | 235,311 | $ | 245,214 | $ | (9,828 | ) | $ | (75 | ) | ||||||||||
Fair Value Measurements at December 31, 2013 | ||||||||||||||||||||
Carrying | Level 1 | Level 2 | Level 3 | |||||||||||||||||
Value | ||||||||||||||||||||
Assets: | ||||||||||||||||||||
Interest rate cap | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Liabilities: | ||||||||||||||||||||
Call option of noncontrolling shareholder | (25 | ) | — | — | (25 | ) | ||||||||||||||
Put option of noncontrolling shareholders | (50 | ) | — | — | (50 | ) | ||||||||||||||
Interest rate swap | (4,126 | ) | — | (4,126 | ) | — | ||||||||||||||
Total recorded at fair value | $ | (4,201 | ) | $ | — | $ | (4,126 | ) | $ | (75 | ) | |||||||||
-1 | Represents a noncontrolling shareholder’s call option to purchase additional common stock in Tridien. | |||||||||||||||||||
-2 | Represents put options issued to noncontrolling shareholders in connection with the Liberty acquisition. | |||||||||||||||||||
Reconciliations of Change in Carrying Value of Level 3 Supplemental Put Liability | A reconciliation of the change in the carrying value of the Company’s Level 3 fair value measurements for the year ended December 31, 2014 and 2013 is as follows (in thousands): | |||||||||||||||||||
2014 | 2013 | |||||||||||||||||||
Balance at January 1 | $ | (75 | ) | $ | (51,673 | ) | ||||||||||||||
Payment of supplemental put liability | — | 5,603 | ||||||||||||||||||
Supplemental put expense | — | (15,308 | ) | |||||||||||||||||
Supplemental put termination | — | 61,303 | ||||||||||||||||||
Balance at December 31 | $ | (75 | ) | $ | (75 | ) | ||||||||||||||
Summary of Assets and Liabilities Carried at Fair Value Measured on Non-recurring Basis | The following table provides the assets and liabilities carried at fair value measured on a non-recurring basis as of December 31, 2013 (in thousands). Refer to "Note H – Goodwill and Intangibles", for a description of the valuation techniques used to determine fair value of the assets measured on a non-recurring basis in the table below. There were no assets and liabilities carried at fair value measured on a non-recurring basis as of December 31, 2014. | |||||||||||||||||||
Expense | ||||||||||||||||||||
Fair Value Measurements at Dec. 31, 2013 | Year ended | |||||||||||||||||||
December 31, | ||||||||||||||||||||
Non-recurring | Carrying | Level 1 | Level 2 | Level 3 | 2013 | |||||||||||||||
Value | ||||||||||||||||||||
Assets: | ||||||||||||||||||||
Trade name (1) | $ | 205 | $ | — | $ | — | $ | 205 | $ | 1,350 | ||||||||||
Technology (1) | 800 | — | — | 800 | 100 | |||||||||||||||
Goodwill (1) | 16,760 | — | — | 16,760 | $ | 11,468 | ||||||||||||||
-1 | Represents the fair value of the respective assets at the Tridien business segment subsequent to the goodwill impairment, indefinite-lived and long-lived asset impairment charges recognized during the year ended December 31, 2013. Refer to "Note H - Goodwill and Intangibles", for further discussion regarding impairments and valuation techniques applied. |
Debt_Tables
Debt (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Summary of Actual Financial Ratios as Part of Affirmative Covenants Credit Facility | The following table reflects required and actual financial ratios as of December 31, 2014 included as part of the affirmative covenants in the 2014 Credit Facility: | |||||||||||
Description of Required Covenant Ratio | Covenant Ratio Requirement | Actual Ratio | ||||||||||
Fixed Charge Coverage Ratio | greater than or equal to 1.5:1.0 | 4.44:1.00 | ||||||||||
Total Debt to EBITDA Ratio | less than or equal to 3.5:1.0 | 2.99:1.00 | ||||||||||
Summary of Debt Holdings | The following table provides the Company’s debt holdings at December 31, 2014 and December 31, 2013 (in thousands): | |||||||||||
December 31, | December 31, | |||||||||||
2014 | 2013 | |||||||||||
Revolving Credit Facility | $ | 169,725 | $ | — | ||||||||
FOX Credit Facility | — | 8,000 | ||||||||||
Term Loan Facility | 323,375 | 279,750 | ||||||||||
Original issue discount (1) | (4,303 | ) | (4,511 | ) | ||||||||
Total debt | $ | 488,797 | $ | 283,239 | ||||||||
Less: Current portion, term loan facilities | (3,250 | ) | (2,850 | ) | ||||||||
Long term debt | $ | 485,547 | $ | 280,389 | ||||||||
-1 | The Company recorded $4.6 million in original issue discount upon issuance of the 2014 Term Loan Facility in June 2014. This discount is being amortized over the life of the Term Loan Facility. | |||||||||||
Summary of Annual Maturities of Term Loan Facility and Revolving Credit Facility | Annual maturities of the 2014 Term Loan Facility and 2014 Revolving Credit Facility are as follows (in thousands): | |||||||||||
2015 | $ | 3,250 | ||||||||||
2016 | 3,250 | |||||||||||
2017 | 3,250 | |||||||||||
2018 | 3,250 | |||||||||||
2019 | 172,975 | |||||||||||
2020 and thereafter | $ | 307,125 | ||||||||||
$ | 493,100 | |||||||||||
Summary of Components of Interest Expense | The following details the components of interest expense in each of the years ended December 31, 2014, 2013 and 2012 (in thousands): | |||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Interest on credit facilities | $ | 16,392 | $ | 15,625 | $ | 17,643 | ||||||
Unused fee on Revolving Credit Facility | 1,914 | 2,349 | 2,666 | |||||||||
Amortization of original issue discount | 882 | 1,243 | 2,312 | |||||||||
Realized losses on interest rate hedges | — | — | 166 | |||||||||
Unrealized losses on interest rate derivatives | 7,709 | 130 | 2,175 | |||||||||
Letter of credit fees | 62 | 53 | 63 | |||||||||
Other | 138 | 15 | 30 | |||||||||
Interest expense | $ | 27,097 | $ | 19,415 | $ | 25,055 | ||||||
Average daily balance of debt outstanding | $ | 379,034 | $ | 294,056 | $ | 271,776 | ||||||
Effective interest rate | 7.2 | % | 6.6 | % | 9.2 | % | ||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Components of the Company's Income Tax Provision (Benefit) | Components of the Company’s income tax provision (benefit) are as follows (in thousands): | |||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current taxes | ||||||||||||
Federal | $ | 18,324 | $ | 19,209 | $ | 18,306 | ||||||
State | (2,619 | ) | 4,791 | 3,926 | ||||||||
Foreign | 1,161 | 1,986 | 1,054 | |||||||||
Total current taxes | 16,866 | 25,986 | 23,286 | |||||||||
Deferred taxes: | ||||||||||||
Federal | (6,993 | ) | (3,834 | ) | (1,767 | ) | ||||||
State | (1,186 | ) | (536 | ) | 107 | |||||||
Foreign | (423 | ) | (887 | ) | (557 | ) | ||||||
Total deferred taxes | (8,602 | ) | (5,257 | ) | (2,217 | ) | ||||||
Total tax provision | $ | 8,264 | $ | 20,729 | $ | 21,069 | ||||||
Summary of Deferred Tax Assets and Deferred Tax Liabilities | The tax effects of temporary differences that have resulted in the creation of deferred tax assets and deferred tax liabilities at December 31, 2014 and 2013 are as follows (in thousands): | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Tax credits | $ | 430 | $ | 171 | ||||||||
Accounts receivable and allowances | 1,649 | 986 | ||||||||||
Net operating loss carryforwards | 12,569 | 10,854 | ||||||||||
Accrued expenses | 7,909 | 8,026 | ||||||||||
Other | 7,141 | 9,514 | ||||||||||
Total deferred tax assets | $ | 29,698 | $ | 29,551 | ||||||||
Valuation allowance (1) | (12,664 | ) | (12,028 | ) | ||||||||
Net deferred tax assets | 17,034 | 17,523 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Intangible assets | $ | (83,768 | ) | $ | (46,314 | ) | ||||||
Property and equipment | (18,534 | ) | (12,932 | ) | ||||||||
Prepaid and other expenses | (1,027 | ) | (778 | ) | ||||||||
Total deferred tax liabilities | $ | (103,329 | ) | $ | (60,024 | ) | ||||||
Total net deferred tax liability | $ | (86,295 | ) | $ | (42,501 | ) | ||||||
-1 | Primarily relates to the AFM and Tridien operating segments. | |||||||||||
Reconciliation Between Federal Statutory Rate and Effective Income Tax Rate | The reconciliation between the Federal Statutory Rate and the effective income tax rate for 2014, 2013 and 2012 are as follows: | |||||||||||
Year ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
United States Federal Statutory Rate | 35 | % | 35 | % | 35 | % | ||||||
Foreign and State income taxes (net of Federal benefits) | (1.1 | ) | 1.9 | 11.7 | ||||||||
Expenses of Compass Group Diversified Holdings, LLC representing a pass through to shareholders (1) | 0.7 | 1.5 | 10.2 | |||||||||
Effect of deconsolidation of subsidiary (2) | (30.8 | ) | — | — | ||||||||
Effect of supplemental put expense (reversal) (3) | — | (16.2 | ) | 20.9 | ||||||||
Impact of subsidiary employee stock options | 0.1 | 0.4 | (1.8 | ) | ||||||||
Domestic production activities deduction | (0.3 | ) | (1.8 | ) | (4.1 | ) | ||||||
Non-deductible acquisition costs | 0.1 | — | 3 | |||||||||
Non-recognition of NOL carryforwards at subsidiaries | 0.2 | 3.1 | 4.8 | |||||||||
Other | (1.1 | ) | (3.1 | ) | (1.1 | ) | ||||||
Effective income tax rate | 2.8 | % | 20.8 | % | 78.6 | % | ||||||
-1 | The effective income tax rate for 2012 includes losses at the Company’s parent which is taxed as a partnership. | |||||||||||
-2 | The effective income tax rate for the year ended December 31, 2014 includes a significant gain at the Company's parent related to the deconsolidation of FOX in July 2014. | |||||||||||
-3 | The effective income tax rate for the year ended December 31, 2013 includes a gain at our parent related to the termination of the Supplemental Put Agreement in July 2013. | |||||||||||
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the amount of unrecognized tax benefits for 2014, 2013 and 2012 are as follows (in thousands): | |||||||||||
Balance at January 1, 2012 | $ | 6,685 | ||||||||||
Additions for current years’ tax positions | 1,803 | |||||||||||
Additions for prior years’ tax positions | 158 | |||||||||||
Reductions for prior years’ tax positions | (29 | ) | ||||||||||
Reductions for settlements | — | |||||||||||
Reductions for expiration of statute of limitations | (835 | ) | ||||||||||
Balance at December 31, 2012 | $ | 7,782 | ||||||||||
Additions for current years’ tax positions | 2,003 | |||||||||||
Additions for prior years’ tax positions | 50 | |||||||||||
Reductions for prior years’ tax positions | (2 | ) | ||||||||||
Reductions for settlements | — | |||||||||||
Reductions for expiration of statute of limitations | (1,725 | ) | ||||||||||
Balance at December 31, 2013 | $ | 8,108 | ||||||||||
Additions for current years’ tax positions | 89 | |||||||||||
Additions for prior years’ tax positions | 141 | |||||||||||
Reductions for prior years’ tax positions (1) | (7,620 | ) | ||||||||||
Reductions for settlements | — | |||||||||||
Reductions for expiration of statute of limitations | (67 | ) | ||||||||||
Balance at December 31, 2014 | $ | 651 | ||||||||||
(1) $7.6 million of the reduction for prior year tax positions relates to the deconsolidation of FOX in July 2014. |
Defined_Benefit_Plan_Tables
Defined Benefit Plan (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Postemployment Benefits [Abstract] | ||||||||||||
Summary of Foreign Plan's Funded Status and Recognized Amounts | The following table sets forth the plan’s funded status and amounts recognized in the Company’s consolidated balance sheets at December 31, 2014 and 2013. | |||||||||||
December 31, 2014 | 31-Dec-13 | |||||||||||
Change in benefit obligation: | ||||||||||||
Benefit obligation, beginning of year | $ | 13,386 | $ | 14,395 | ||||||||
Service cost | 425 | 484 | ||||||||||
Interest cost | 271 | 298 | ||||||||||
Actuarial (gain)/loss | 1,847 | (336 | ) | |||||||||
Employee contributions and transfer | 363 | 394 | ||||||||||
Plan amendment | 383 | — | ||||||||||
Benefits paid | (621 | ) | (2,375 | ) | ||||||||
Foreign currency translation | (1,342 | ) | 526 | |||||||||
Benefit obligation | 14,712 | 13,386 | ||||||||||
Change in plan assets: | ||||||||||||
Fair value of assets, beginning of period | $ | 12,059 | $ | 12,881 | ||||||||
Actual return on plan assets | 362 | 204 | ||||||||||
Company contribution | 454 | 484 | ||||||||||
Employee contributions and transfer | 363 | 394 | ||||||||||
Benefits paid | (621 | ) | (2,375 | ) | ||||||||
Foreign currency translation | (1,209 | ) | 471 | |||||||||
Fair value of assets | 11,408 | 12,059 | ||||||||||
Funded status | $ | (3,304 | ) | $ | (1,327 | ) | ||||||
Summary of Net Periodic Benefit Cost | Net periodic benefit cost consists of the following: | |||||||||||
Year ended December 31, 2014 | Year ended | Date of acquisition | ||||||||||
December 31, 2013 | through | |||||||||||
December 31, 2012 | ||||||||||||
Service cost | $ | 425 | $ | 484 | $ | 391 | ||||||
Interest cost | 271 | 298 | 316 | |||||||||
Expected return on plan assets | (468 | ) | (284 | ) | (180 | ) | ||||||
Net periodic benefit cost | $ | 228 | $ | 498 | $ | 527 | ||||||
Summary of Assumptions Used to Determine the Benefit Obligations and Components of the Net Periodic Benefit Cost | Assumptions used to determine the benefit obligations and components of the net periodic benefit cost at December 31, 2014 and 2013: | |||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||
Discount rate | 1.25 | % | 2.25 | % | ||||||||
Expected return on plan assets | 1.75 | % | 2.25 | % | ||||||||
Rate of compensation increase | 1 | % | 1 | % | ||||||||
Summary of Expected Foreign Plan Benefit Payments | The following presents the benefit payments which are expected to be paid for the plan (in thousands): | |||||||||||
Jan. 1, 2015 through Dec. 31, 2015 | $ | 519 | ||||||||||
Jan. 1, 2016 through Dec. 31, 2016 | 507 | |||||||||||
Jan. 1, 2017 through Dec. 31, 2017 | 855 | |||||||||||
Jan. 1, 2018 through Dec. 31, 2018 | 521 | |||||||||||
Jan. 1, 2019 through Dec. 31, 2019 | 1,332 | |||||||||||
Jan. 1, 2020 and thereafter | 4,111 | |||||||||||
$ | 7,845 | |||||||||||
Summary of Allocation of Assets in Swiss Life's Group Life Portfolio | The allocation of pension plan assets by category in Swiss Life’s group life portfolio is as follows at December 31, 2014: | |||||||||||
Certificates of deposit and cash and cash equivalents | 77 | % | ||||||||||
Fixed income bonds and securities | 6 | % | ||||||||||
Private equity and hedge funds | 1 | % | ||||||||||
Real estate | 12 | % | ||||||||||
Equity and other investments | 4 | % | ||||||||||
100 | % |
Stockholders_Equity_Stockholde
Stockholder's Equity Stockholder's Equity (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Equity [Abstract] | ||||||||
Summary of Basic and Diluted Earnings Per Share | Basic and diluted earnings per share for the fiscal year ended December 31, 2014 and 2013 is calculated as follows: | |||||||
2014 | 2013 | |||||||
Net income attributable to Holdings | $ | 278,835 | $ | 68,064 | ||||
Less: Profit Allocation paid to Holders | 11,870 | 15,990 | ||||||
Less: Effect of contribution based profit—Holding Event | 2,805 | 1,480 | ||||||
Net income from Holdings attributable to Trust shares | $ | 264,160 | $ | 50,594 | ||||
Basic and diluted weighted average shares outstanding | 49,089 | 48,300 | ||||||
Income from operations—Basic and fully diluted | $ | 5.38 | $ | 1.05 | ||||
Noncontrolling_Interest_Tables
Noncontrolling Interest (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Noncontrolling Interest [Abstract] | ||||||||||||
Deconsolidation, Effects of IPO | The following table details the amounts recorded in the consolidated statement of stockholders’ equity during the year ended December 31, 2013 as a result of the FOX IPO (in thousands): | |||||||||||
Trust Shares | NCI | Total | ||||||||||
Effect of FOX IPO proceeds | $ | 73,421 | $ | 36,125 | $ | 109,546 | ||||||
Effect of FOX IPO proceeds on NCI (1) | — | 7,492 | 7,492 | |||||||||
Effect of FOX IPO on majority trust shares (2) | 1,989 | (1,989 | ) | — | ||||||||
$ | 75,410 | $ | 41,628 | $ | 117,038 | |||||||
-1 | Represents the effect on noncontrolling shareholders resulting from the Company’s proceeds from the FOX IPO, as determined based on the proporionate interest of the carrying value of FOX. | |||||||||||
-2 | Represents the majority ownership effect on the Company resulting from the FOX IPO. | |||||||||||
The following tables reflect the Company’s percentage ownership of its businesses, as of December 31, 2014, 2013 and 2012 and related noncontrolling interest balances as of December 31, 2014 and 2013: | ||||||||||||
% Ownership (1) | % Ownership (1) | % Ownership (1) | ||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | ||||||||||
Primary | Fully | Primary | Fully | Primary | Fully | |||||||
Diluted | Diluted | Diluted | ||||||||||
CamelBak | 89.9 | 79.7 | 89.9 | 79.7 | 89.9 | 79.7 | ||||||
Ergobaby | 81 | 74.3 | 81 | 75 | 81.1 | 77.1 | ||||||
FOX (2) | n/a | n/a | 53.9 | 49.8 | 75.8 | 70.6 | ||||||
Liberty | 96.2 | 84.8 | 96.2 | 84.8 | 96.2 | 86.7 | ||||||
ACI | 69.4 | 69.3 | 69.4 | 69.4 | 69.4 | 69.4 | ||||||
American Furniture | 99.9 | 99.9 | 99.9 | 99.9 | 99.9 | 99.9 | ||||||
Arnold Magnetics | 96.7 | 87.5 | 96.7 | 87.2 | 96.7 | 87.9 | ||||||
Clean Earth | 97.9 | 86.2 | n/a | n/a | n/a | n/a | ||||||
SternoCandleLamp | 100 | 91.7 | n/a | n/a | n/a | n/a | ||||||
Tridien | 81.3 | 65.4 | 81.3 | 66.5 | 81.3 | 67.4 | ||||||
-1 | The principal difference between primary and fully diluted percentages of our operating segments is due to stock option issuances of operating segment stock to management of the respective business. | |||||||||||
-2 | FOX was deconsolidated on July 10, 2014 after the Company's ownership interest in FOX fell below 50%. Refer to Note B. | |||||||||||
Noncontrolling Interest Balances | ||||||||||||
(in thousands) | December 31, | December 31, | ||||||||||
2014 | 2013 | |||||||||||
CamelBak | $ | 14,932 | $ | 13,519 | ||||||||
Ergobaby | 14,783 | 12,571 | ||||||||||
FOX | — | 64,949 | ||||||||||
Liberty | 2,547 | 2,339 | ||||||||||
ACI | 790 | (2,529 | ) | |||||||||
American Furniture | 260 | 260 | ||||||||||
Arnold Magnetics | 1,950 | 1,808 | ||||||||||
Clean Earth | 2,672 | — | ||||||||||
SternoCandleLamp | 125 | — | ||||||||||
Tridien | 2,744 | 2,533 | ||||||||||
Allocation Interests | 100 | 100 | ||||||||||
$ | 40,903 | $ | 95,550 | |||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Summary of Future Minimum Rental Commitments under Operating Leases | The future minimum rental commitments at December 31, 2014 under operating leases having an initial or remaining non-cancelable term of one year or more are as follows (in thousands): | |||
2015 | $ | 15,050 | ||
2016 | 12,384 | |||
2017 | 10,825 | |||
2018 | 9,100 | |||
2019 | 8,398 | |||
Thereafter | 37,879 | |||
$ | 93,636 | |||
Supplemental_Data_Tables
Supplemental Data (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||
Summary of Supplemental Balance Sheet Data | Supplemental Balance Sheet Data (in thousands): | |||||||||||
December 31, | December 31, | |||||||||||
2014 | 2013 | |||||||||||
Summary of accrued expenses: | ||||||||||||
Accrued payroll and fringes | $ | 17,962 | $ | 22,823 | ||||||||
Accrued taxes | 2,306 | 2,342 | ||||||||||
Income taxes payable | 2,325 | 11,089 | ||||||||||
Accrued interest | 1,124 | 3,303 | ||||||||||
Accrued rebates | 10,742 | 2,669 | ||||||||||
Warranty payable | 2,540 | 5,815 | ||||||||||
Accrued transportation and disposal costs | 9,439 | — | ||||||||||
Other accrued expenses | 16,940 | 7,549 | ||||||||||
Total | $ | 63,378 | $ | 55,590 | ||||||||
Year ended | ||||||||||||
December 31, | December 31, | |||||||||||
2014 | 2013 | |||||||||||
Warranty liability: | ||||||||||||
Beginning balance | $ | 5,815 | $ | 6,410 | ||||||||
Accrual | 3,024 | 6,713 | ||||||||||
Warranty payments | (2,420 | ) | (7,308 | ) | ||||||||
Deconsolidation of subsidiary | (3,879 | ) | — | |||||||||
Ending balance | $ | 2,540 | $ | 5,815 | ||||||||
Summary of Supplemental Cash Flow Data | Supplemental Cash Flow Statement Data (in thousands): | |||||||||||
December 31, | December 31, | December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||||
Interest paid | $ | 21,456 | $ | 16,057 | $ | 19,024 | ||||||
Taxes paid | 13,081 | 17,325 | 14,257 | |||||||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Related Party Transactions [Abstract] | |||||||||||||
Schedule of Incurred Management Fees | For the year ended December 31, 2014, 2013 and 2012, the Company incurred the following management fees to CGM, by entity (in thousands): | ||||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
CamelBak | $ | 500 | $ | 500 | $ | 500 | |||||||
Ergobaby | 500 | 500 | 500 | ||||||||||
FOX | — | 308 | 500 | ||||||||||
Liberty | 500 | 500 | 500 | ||||||||||
Advanced Circuits | 500 | 500 | 500 | ||||||||||
American Furniture | — | — | — | ||||||||||
Arnold Magnetics | 500 | 500 | 375 | ||||||||||
Clean Earth | 125 | n/a | n/a | ||||||||||
SternoCandleLamp | 125 | n/a | n/a | ||||||||||
Tridien | 350 | 350 | 350 | ||||||||||
Corporate | 19,622 | 15,474 | 14,408 | ||||||||||
$ | 22,722 | $ | 18,632 | $ | 17,633 | ||||||||
Summary of Stockholders' Equity Impact Result of Amendment to Intercompany Loan Agreement | The table below summarizes the stockholders’ equity impact as a result of the amendment to the intercompany loan agreement. | ||||||||||||
Stockholders’ | NCI | Total | |||||||||||
equity | |||||||||||||
attributable to | |||||||||||||
Holdings | |||||||||||||
Recapitalization proceeds to existing shareholders | $ | — | $ | (13,252 | ) | $ | (13,252 | ) | (a) | ||||
Shares purchased from noncontrolling shareholders | (8,544 | ) | (2,425 | ) | (10,969 | ) | (b) | ||||||
Recapitalization proceeds to option holders | — | (3,036 | ) | (3,036 | ) | (c) | |||||||
Shares purchased by noncontrolling shareholders | — | 7,204 | 7,204 | (d) | |||||||||
Tax benefit on options | — | 4,954 | 4,954 | (e) | |||||||||
$ | (8,544 | ) | $ | (6,555 | ) | $ | (15,099 | ) | |||||
(a) | Represents the portion of the dividend recapitalization proceeds of $67 million allocated to noncontrolling shareholders based on their pro rata share ownership of outstanding common stock of FOX. | ||||||||||||
(b) | The approximately $11.0 million represents the 33,142 shares of subsidiary stock owned by noncontrolling shareholders purchased by the Company. The amount recorded to the value of Trust Shares within the consolidated statement of stockholders’ equity represents the difference between the amount by which NCI was adjusted based on the percentage change in NCI ownership as a result of the purchase and the fair value of the consideration paid in accordance with accounting standards applicable to changes in a parent’s ownership interest in a subsidiary. The amount recorded to NCI represents the difference between the consideration paid and the amount recorded to Holdings’ equity. | ||||||||||||
(c) | Represents the portion of the dividend recapitalization proceeds of $67 million that stock option holders were allocated as a result of their pro rata share of ownership before the Company purchased the stock in (b) above. | ||||||||||||
(d) | Represents noncontrolling shareholders’ purchase of shares at the fair market value of the common stock on the date of recapitalization. | ||||||||||||
(e) | Represents the tax benefit on stock options exercised. |
Unaudited_Quarterly_Financial_1
Unaudited Quarterly Financial Data (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Summary of Unaudited Quarterly Financial Data | The following table presents the unaudited quarterly financial data. This information has been prepared on a basis consistent with that of the audited consolidated financial statements and all necessary material adjustments, consisting of normal recurring accruals and adjustments, have been included to present fairly the unaudited quarterly financial data. The quarterly results of operations for these periods are not necessarily indicative of future results of operations. The per share calculations for each of the quarters are based on the weighted average number of shares for each period; therefore, the sum of the quarters may not necessarily be equal to the full year per share amount. | |||||||||||||||
(in thousands) | December 31, | September 30, | June 30, | March 31, | ||||||||||||
2014 (1) | 2014 (2) | 2014 (3) | 2014 | |||||||||||||
Total revenues | $ | 264,028 | $ | 203,140 | $ | 269,084 | $ | 246,048 | ||||||||
Gross profit | 72,725 | 62,050 | 82,542 | 76,352 | ||||||||||||
Operating income | 6,082 | 9,720 | 21,761 | 18,095 | ||||||||||||
Income (loss) from continuing operations | 8,933 | 262,530 | 12,319 | 7,373 | ||||||||||||
Net income (loss) attributable to Holdings | 7,359 | 261,098 | 5,719 | 4,659 | ||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings | $ | 0.13 | $ | 5.15 | $ | 0.11 | $ | 0.08 | ||||||||
(1) During the three months ended December 31, 2014, the Company acquired SternoCandleLamp for a purchase price of approximately $160.0 million - refer to "Note C - Acquisition of Businesses". Additionally, the Company completed a secondary offering of 6,000,000 Trust Shares at an offering price of $17.50 per share, resulting in net proceeds of $99.9 million. | ||||||||||||||||
(2) During the three months ended September 30, 2014, the Company sold 4,466,569 shares of FOX common stock, and received net proceeds from the sale of approximately $65.5 million. As a result of the sale of the shares by the Company in the FOX Secondary Offering, the Company's ownership interest in FOX decreased to approximately 41%, which resulted in the deconsolidation of the FOX operating segment in the Company's consolidated financial statements effective as of the date of the FOX Secondary Offering - refer to "Note B - Summary of Significant Accounting Policies". Additionally, the Company closed on the acquisition of all the issued and outstanding capital stock of Clean Earth Holdings, Inc. for a purchase price of approximately $251.4 million - refer to "Note C- Acquisition of Businesses". | ||||||||||||||||
(3) During the three months ended June 30, 2014, the Company obtained a $725 million credit facility from a group of lenders - refer to "Note J - Debt". | ||||||||||||||||
(in thousands) | December 31, | September 30, | June 30, | March 31, | ||||||||||||
2013 (1) | 2013 (2) | 2013 (3) | 2013 | |||||||||||||
Total revenues | $ | 232,685 | $ | 265,512 | $ | 245,775 | $ | 241,567 | ||||||||
Gross profit | 69,629 | 82,472 | 77,357 | 76,373 | ||||||||||||
Operating income (loss) | 2,306 | 89,105 | 14,673 | 16,822 | ||||||||||||
Income (loss) from continuing operations | (5,062 | ) | 78,296 | 1,956 | 3,626 | |||||||||||
Net income (loss) attributable to Holdings | (6,348 | ) | 73,387 | (569 | ) | 1,594 | ||||||||||
Basic and fully diluted income (loss ) per share attributable to Holdings | $ | (0.47 | ) | $ | 1.52 | $ | (0.01 | ) | $ | 0.03 | ||||||
(1) The three months ended December 31, 2013 includes an impairment loss of $12.0 million related to the goodwill and indefinite-lived intangible asset write off at the Company’s Tridien operating segment. Refer to "Note H - Goodwill and Other Intangible Assets" for a description of the impairment loss. | ||||||||||||||||
(2) The three months ended September 30, 2013 includes income of approximately $61.3 million related to the reversal of the Supplemental Put Liability as a result of the termination of the Supplemental Put Agreement on July 1, 2013. Refer to "Note B - Summary of Significant Accounting Policies" for a description of the termination of the Supplemental Put Agreement. | ||||||||||||||||
(3) The three months ended June 30, 2013 includes (i) an impairment loss of $0.9 million related to the indefinite-lived intangible asset write-off at the Company’s Tridien operating segment and (ii) a loss on debt extinguishment of $1.8 million related to an amendment to the Company’s 2011 Term Loan Facility. |
Organization_and_Business_Oper1
Organization and Business Operations - Additional Information (Detail) | 0 Months Ended | 12 Months Ended | |
Apr. 25, 2006 | Dec. 31, 2014 | Jul. 10, 2014 | |
Segment | |||
Schedule of Equity Method Investments [Line Items] | |||
Sole owner of Trust interest of the company | 100.00% | ||
Number of businesses/operating segments owned | 9 | ||
FOX | |||
Schedule of Equity Method Investments [Line Items] | |||
Non-controlling interest percent | 41.00% | 41.00% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 2 Months Ended | 10 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | ||||||||||
Jul. 10, 2014 | Nov. 30, 2014 | Jul. 31, 2014 | Dec. 31, 2014 | Nov. 14, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Sep. 30, 2014 | Aug. 13, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | ||||
Class of Stock [Line Items] | |||||||||||||||||
Share of the voting interest percentage | 50.00% | 50.00% | |||||||||||||||
Company's ownership interest before transaction | 53.00% | ||||||||||||||||
Company's ownership interest after transaction | 41.00% | ||||||||||||||||
Gain from shares sold from secondary offering | $76,200,000 | ||||||||||||||||
Gain related to a retained interest in FOX | 188,000,000 | ||||||||||||||||
Gain on deconsolidation of subsidiary | 264,300,000 | 264,300,000 | 264,325,000 | 0 | 0 | ||||||||||||
Investment owned, balance, shares | 15,108,718 | ||||||||||||||||
Period of distributions of the profit allocation | 5 years | ||||||||||||||||
Supplemental put expense | 0 | 15,308,000 | 16,000,000 | 11,800,000 | |||||||||||||
Payment of profit allocation | 0 | 5,603,000 | 13,886,000 | ||||||||||||||
Supplemental put liability | 61,300,000 | 61,300,000 | |||||||||||||||
Term debt fair value net of discount | 319,100,000 | 319,100,000 | |||||||||||||||
Deferred tax assets recorded | 17,034,000 | 17,034,000 | 17,523,000 | ||||||||||||||
Valuation allowance | 12,664,000 | [1] | 12,664,000 | [1] | 12,028,000 | [1] | |||||||||||
Weighted average number of Trust shares outstanding | 48,300,000 | 49,089,000 | 48,300,000 | 48,300,000 | |||||||||||||
Common Stock, Shares, Outstanding | 6,000,000 | 6,000,000 | |||||||||||||||
Advertising costs | 14,600,000 | 13,500,000 | 12,900,000 | ||||||||||||||
Research and development expense | 15,700,000 | 16,000,000 | 11,800,000 | ||||||||||||||
Total employer contributions to plans | 1,700,000 | 1,400,000 | 1,200,000 | ||||||||||||||
Allocated share-based compensation expense | 4,700,000 | 4,700,000 | 4,200,000 | ||||||||||||||
Stock compensation expense in future years for unvested options | 12,900,000 | 12,900,000 | |||||||||||||||
Staffmark | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Payment of profit allocation | 13,700,000 | ||||||||||||||||
HALO | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Payment of profit allocation | 200,000 | 200,000 | |||||||||||||||
Parent Company | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Consideration received from sale of stock | 65,500,000 | ||||||||||||||||
Secondary Offering | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Sale of stock (dollars per share) | $15.50 | ||||||||||||||||
Consideration received from sale of stock | 84,400,000 | ||||||||||||||||
Secondary Offering | Subsidiaries | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares to be sold by shareholders | 5,750,000 | ||||||||||||||||
Secondary Offering | Parent Company | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares to be sold by shareholders | 4,466,569 | 4,466,569 | |||||||||||||||
Consideration received from sale of stock | 65,500,000 | ||||||||||||||||
Over-Allotment Option | Subsidiaries | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares to be sold by shareholders | 750,000 | ||||||||||||||||
Over-Allotment Option | Parent Company | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares to be sold by shareholders | 633,955 | ||||||||||||||||
FOX | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Subsidiary stock issued during period shares new issues | 2,857,143 | ||||||||||||||||
Number of shares to be sold by shareholders | 7,000,000 | ||||||||||||||||
Number of common shares sold by parent in subsidiary IPO | 5,800,238 | ||||||||||||||||
Sale of stock (dollars per share) | $15 | ||||||||||||||||
Proceeds to Parent from shares of common stock sold in subsidiary IPO | 80,900,000 | ||||||||||||||||
Payment of profit allocation | 5,600,000 | ||||||||||||||||
FOX | Primary Basis | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Company's ownership interest before transaction | 75.80% | ||||||||||||||||
Company's ownership interest after transaction | 53.90% | ||||||||||||||||
FOX | Fully Diluted Basis | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Company's ownership interest before transaction | 70.60% | ||||||||||||||||
Company's ownership interest after transaction | 49.80% | ||||||||||||||||
ACI | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Payment of profit allocation | 6,900,000 | ||||||||||||||||
FOX | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Company's ownership interest after transaction | 41.00% | ||||||||||||||||
Gain on deconsolidation of subsidiary | $234,185,000 | [2] | |||||||||||||||
[1] | Primarily relates to the AFM and Tridien operating segments. | ||||||||||||||||
[2] | Refer to Footnote B to the consolidated financial statements. |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - FOX IPO (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Jun. 18, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | ||
Subsidiary, Sale of Stock [Line Items] | ||||||
Effect of FOX IPO proceeds | ($7,204) | [1] | ||||
Distribution to noncontrolling interest holders | -3,090 | -15,099 | ||||
Noncontrolling Interest, Increase from Business Combination | 117,038 | |||||
Stockholders' Equity Attributable to Holdings | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Distribution to noncontrolling interest holders | -8,544 | |||||
Noncontrolling Interest, Increase from Business Combination | 75,410 | |||||
Non-Controlling Interest | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Effect of FOX IPO proceeds | -7,204 | [1] | ||||
Distribution to noncontrolling interest holders | -3,090 | -6,555 | ||||
Noncontrolling Interest, Increase from Business Combination | 41,628 | |||||
Fox IPO | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Effect of FOX IPO proceeds | 109,546 | |||||
Distribution to noncontrolling interest holders | 7,492 | [2] | ||||
Effect of FOX IPO on majority trust shares | 0 | [3] | ||||
Noncontrolling Interest, Increase from Business Combination | 117,038 | |||||
Fox IPO | Stockholders' Equity Attributable to Holdings | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Effect of FOX IPO proceeds | 73,421 | |||||
Effect of FOX IPO on majority trust shares | 1,989 | [3] | ||||
Noncontrolling Interest, Increase from Business Combination | 75,410 | |||||
Fox IPO | Non-Controlling Interest | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Effect of FOX IPO proceeds | 36,125 | |||||
Distribution to noncontrolling interest holders | 7,492 | [2] | ||||
Effect of FOX IPO on majority trust shares | -1,989 | [3] | ||||
Noncontrolling Interest, Increase from Business Combination | $41,628 | |||||
[1] | Represents noncontrolling shareholders’ purchase of shares at the fair market value of the common stock on the date of recapitalization. | |||||
[2] | Represents the effect on noncontrolling shareholders resulting from the Company’s proceeds from the FOX IPO, as determined based on the proporionate interest of the carrying value of FOX. | |||||
[3] | Represents the majority ownership effect on the Company resulting from the FOX IPO. |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Summary of Ranges of Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life for property, plant and equipment, in years | 2 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life for property, plant and equipment, in years | 25 years |
Office furniture, computers and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life for property, plant and equipment, in years | 2 years |
Office furniture, computers and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life for property, plant and equipment, in years | 8 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Leasehold improvements | Shorter of useful life or lease term |
Acquisition_of_Businesses_Addi
Acquisition of Businesses - Additional Information (Detail) (USD $) | 1 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||||
Oct. 31, 2013 | Aug. 26, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Oct. 10, 2014 | Dec. 31, 2014 | Mar. 05, 2012 | Dec. 15, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 23-May-12 | Jul. 10, 2014 | |
Business Acquisition [Line Items] | |||||||||||||
Goodwill | $359,180,000 | $359,180,000 | $246,611,000 | $257,527,000 | |||||||||
Percentage of controlling interest in Arnold | 50.00% | 50.00% | |||||||||||
Business acquisition purchase price | 2,500,000 | ||||||||||||
Percentage of ownership in joint venture | 50.00% | 50.00% | |||||||||||
Purchase price | 1,100,000 | ||||||||||||
Cash to be paid in 2014 | 1,200,000 | ||||||||||||
Total consideration reduced after settlement | 200,000 | ||||||||||||
Purchase price, net | 2,300,000 | ||||||||||||
Clean Earth Holdings | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Controlling interest, percent | 98.00% | ||||||||||||
Purchase price, net | 251,364,000 | 251,400,000 | |||||||||||
Initial noncontrolling interest, percent | 2.00% | ||||||||||||
Loans provided by company | 146,300,000 | ||||||||||||
Integration service fees | 2,500,000 | 2,500,000 | |||||||||||
Gross accounts receivable | 42,500,000 | ||||||||||||
Allowance for doubtful accounts receivable | 600,000 | ||||||||||||
Property, plant and equipment basis set-up | 20,900,000 | ||||||||||||
Transaction costs | 1,935,000 | 1,900,000 | |||||||||||
Goodwill | 108,675,000 | ||||||||||||
Intercompany loans to business and debt assumed | 148,248,000 | ||||||||||||
Purchase price | 243,000,000 | ||||||||||||
Sterno Candle Lamp | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase price, net | 159,986,000 | 160,000,000 | |||||||||||
Integration service fees | 1,500,000 | ||||||||||||
Accounts receivable, gross | 18,800,000 | ||||||||||||
Allowance for doubtful accounts receivable | 200,000 | ||||||||||||
Inventory basis step-up | 2,000,000 | ||||||||||||
Property, plant and equipment basis step-up | 6,900,000 | ||||||||||||
Transaction costs | 2,765,000 | ||||||||||||
Goodwill | 33,717,000 | ||||||||||||
Intercompany loans to business and debt assumed | 91,647,000 | ||||||||||||
Acquisition related costs | 2,800,000 | ||||||||||||
Purchase price | 161,500,000 | ||||||||||||
Arnold | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Inventory basis step-up | 3,100,000 | ||||||||||||
Percentage of controlling interest in Arnold | 96.60% | ||||||||||||
Business acquisition purchase price | 130,500,000 | ||||||||||||
Acquisition related costs | 4,800,000 | ||||||||||||
Drawn amount on Revolving Credit Facility | 25,000,000 | ||||||||||||
Percentage of initial noncontrolling interest | 3.40% | ||||||||||||
Fees and expense payments to advisor | 1,200,000 | ||||||||||||
American Environmental Services | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business acquisition purchase price | 16,600,000 | ||||||||||||
Number of facilities acquired | 2 | ||||||||||||
Universal Circuits, Inc. | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business combination assets and liabilities acquired | 2,300,000 | ||||||||||||
FOX | Sport Truck | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase price | 40,800,000 | ||||||||||||
FOX | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Non-controlling interest percent | 41.00% | 41.00% | 41.00% | ||||||||||
Clean Earth Holdings | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Number of facilities | 14 | 14 | |||||||||||
Affiliated Entity | Loans Provided In Acquisition | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intercompany loans to business and debt assumed | $91,600,000 |
Acquisition_of_Businesses_Acqu1
Acquisition of Businesses Acquisition - Schedule of Assets Acquired and Liabilities Assumed as of the Acquisition Date (Details) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Oct. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 26, 2014 | Sep. 30, 2014 | Oct. 10, 2014 | Dec. 31, 2014 | ||
Acquisition Consideration | ||||||||||
Purchase price | $1,100 | |||||||||
Total purchase consideration | 474,657 | 1,117 | 126,412 | |||||||
Assets: | ||||||||||
Goodwill | 359,180 | 246,611 | 257,527 | 359,180 | ||||||
Clean Earth Holdings | ||||||||||
Acquisition Consideration | ||||||||||
Purchase price | 243,000 | |||||||||
Working capital adjustment | 6,616 | |||||||||
Cash acquired | 3,683 | |||||||||
Total purchase consideration | 253,299 | |||||||||
Less: Transaction costs | -1,900 | -1,935 | ||||||||
Purchase price, net | 251,364 | 251,400 | ||||||||
Assets: | ||||||||||
Cash | 3,683 | |||||||||
Accounts receivable, net | 41,821 | [1] | ||||||||
Property, plant and equipment | 43,737 | [2] | ||||||||
Intangible assets | 135,939 | |||||||||
Goodwill | 108,675 | |||||||||
Other current and noncurrent assets | 8,499 | |||||||||
Total assets | 342,354 | |||||||||
Liabilities and noncontrolling interest: | ||||||||||
Current liabilities | 27,205 | |||||||||
Other liabilities | 149,760 | |||||||||
Deferred tax liabilities | 60,338 | |||||||||
Noncontrolling interest | 2,275 | |||||||||
Total liabilities and noncontrolling interest | 239,578 | |||||||||
Net assets acquired | 102,776 | |||||||||
Intercompany loans to business and debt assumed | 148,248 | |||||||||
Total assets, liabilities, noncontrolling interest, and intercompany loans acquired | 253,299 | |||||||||
Sterno Candle Lamp | ||||||||||
Acquisition Consideration | ||||||||||
Purchase price | 161,500 | |||||||||
Working capital adjustment | 1,251 | |||||||||
Total purchase consideration | 162,751 | |||||||||
Less: Transaction costs | -2,765 | |||||||||
Purchase price, net | 159,986 | 160,000 | ||||||||
Assets: | ||||||||||
Accounts receivable, net | 18,534 | [3] | ||||||||
Inventory | 19,932 | [4] | ||||||||
Property, plant and equipment | 18,004 | [5] | ||||||||
Intangible assets | 90,950 | |||||||||
Goodwill | 33,717 | |||||||||
Other current and noncurrent assets | 1,734 | |||||||||
Total assets | 182,871 | |||||||||
Liabilities and noncontrolling interest: | ||||||||||
Current liabilities | 20,120 | |||||||||
Other liabilities | 91,647 | |||||||||
Total liabilities | 111,767 | |||||||||
Net assets acquired | 71,104 | |||||||||
Intercompany loans to business and debt assumed | 91,647 | |||||||||
Total assets, liabilities, noncontrolling interest, and intercompany loans acquired | $162,751 | |||||||||
[1] | Includes $42.5 million of gross contractual accounts receivable of which $0.6 million was not expected to be collected. The fair value of accounts receivable approximated book value acquired. | |||||||||
[2] | Includes $20.9 million of property, plant and equipment basis step-up. | |||||||||
[3] | Includes $18.8 million of gross contractual accounts receivable of which $0.2 million was not expected to be collected. The fair value of accounts receivable approximates book value acquired | |||||||||
[4] | Includes $2.0 million in inventory basis step-up, which was charged to cost of goods sold during the year ended December 31, 2014. | |||||||||
[5] | Includes $6.9 million of property, plant and equipment basis step-up. |
Acquisition_of_Businesses_Acqu2
Acquisition of Businesses Acquisition - Schedule of Intangible Assets Recorded as Part of Acquisition (Details) (USD $) | 0 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Aug. 26, 2014 | Dec. 31, 2014 |
Clean Earth Holdings | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 135,939 | |
Clean Earth Holdings | Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 25,730 | |
Intangible assets, estimated useful life | 15 years | |
Clean Earth Holdings | Permits And Airspace | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 93,209 | |
Clean Earth Holdings | Trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 17,000 | |
Intangible assets, estimated useful life | 20 years | |
Sterno Candle Lamp | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 90,950 | |
Sterno Candle Lamp | Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 30,810 | |
Sterno Candle Lamp | Trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $60,140 | |
Intangible assets, estimated useful life | 10 years | |
Minimum | Clean Earth Holdings | Permits And Airspace | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated useful life | 10 years | |
Maximum | Clean Earth Holdings | Permits And Airspace | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated useful life | 20 years |
Acquisition_of_Businesses_Acqu3
Acquisition of Businesses Acquisition - Pro Forma Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||||||||||||||
Net income (loss) attributable to Holdings | $7,359 | [1] | $261,098 | [2] | $5,719 | [3] | $4,659 | ($6,348) | [4] | $73,387 | [5] | ($569) | [6] | $1,594 | $278,835 | $68,064 | ($3,942) |
Clean Earth Holdings and Sterno Candle Lamp | |||||||||||||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||||||||||||||
Net sales | 1,182,543 | 1,275,071 | |||||||||||||||
Operating income | 66,335 | 124,117 | |||||||||||||||
Net income | 291,150 | 74,572 | |||||||||||||||
Net income (loss) attributable to Holdings | $278,742 | $63,782 | |||||||||||||||
Basic and fully diluted net income per share attributable to Holdings | $5.38 | $0.96 | |||||||||||||||
[1] | During the three months ended December 31, 2014, the Company acquired SternoCandleLamp for a purchase price of approximately $160.0 million - refer to "Note C - Acquisition of Businesses". Additionally, the Company completed a secondary offering of 6,000,000 Trust Shares at an offering price of $17.50 per share, resulting in net proceeds of $99.9 million. | ||||||||||||||||
[2] | During the three months ended September 30, 2014, the Company sold 4,466,569 shares of FOX common stock, and received net proceeds from the sale of approximately $65.5 million. As a result of the sale of the shares by the Company in the FOX Secondary Offering, the Company's ownership interest in FOX decreased to approximately 41%, which resulted in the deconsolidation of the FOX operating segment in the Company's consolidated financial statements effective as of the date of the FOX Secondary Offering - refer to "Note B - Summary of Significant Accounting Policies". Additionally, the Company closed on the acquisition of all the issued and outstanding capital stock of Clean Earth Holdings, Inc. for a purchase price of approximately $251.4 million - refer to "Note C- Acquisition of Businesses". | ||||||||||||||||
[3] | During the three months ended June 30, 2014, the Company obtained a $725 million credit facility from a group of lenders - refer to "Note J - Debt". | ||||||||||||||||
[4] | The three months ended December 31, 2013 includes an impairment loss of $12.0 million related to the goodwill and indefinite-lived intangible asset write off at the Company’s Tridien operating segment. Refer to "Note H - Goodwill and Other Intangible Assets" for a description of the impairment loss. | ||||||||||||||||
[5] | The three months ended September 30, 2013 includes income of approximately $61.3 million related to the reversal of the Supplemental Put Liability as a result of the termination of the Supplemental Put Agreement on July 1, 2013. Refer to "Note B - Summary of Significant Accounting Policies" for a description of the termination of the Supplemental Put Agreement. | ||||||||||||||||
[6] | The three months ended June 30, 2013 includes (i) an impairment loss of $0.9 million related to the indefinite-lived intangible asset write-off at the Company’s Tridien operating segment and (ii) a loss on debt extinguishment of $1.8 million related to an amendment to the Company’s 2011 Term Loan Facility. |
Equity_Method_Investment_Addit
Equity Method Investment - Additional Information (Detail) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 10, 2014 |
Subsidiary, Sale of Stock [Line Items] | ||||
Equity Method Investments | $245,214 | $0 | ||
Gain on equity method investment | 11,029 | 0 | 0 | |
FOX | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Non-controlling interest percent | 41.00% | 41.00% | ||
Equity Method Investments | 245,214 | 0 | ||
Gain on equity method investment | $11,029 |
Equity_Method_Investment_Inves
Equity Method Investment Investment Activity for FOX (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Jul. 10, 2014 | Jul. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Gain (Loss) on Investments [Line Items] | ||||||
Equity method investment, beginning balance | $0 | |||||
Effect of deconsolidation | 264,300 | 264,300 | 264,325 | 0 | 0 | |
Gain on investment | 11,029 | 0 | 0 | |||
Equity method Investments, ending balance | 245,214 | 0 | ||||
FOX | ||||||
Gain (Loss) on Investments [Line Items] | ||||||
Equity method investment, beginning balance | 0 | |||||
Effect of deconsolidation | 234,185 | [1] | ||||
Gain on investment | 11,029 | |||||
Equity method Investments, ending balance | $245,214 | |||||
[1] | Refer to Footnote B to the consolidated financial statements. |
Equity_Method_Investment_Resul
Equity Method Investment Results of Operations and Balance Sheet Information for FOX (Details) (FOX, USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | |
FOX | ||
Schedule of Equity Method Investments [Line Items] | ||
Net revenue | $306,734 | [1] |
Gross profit | 94,420 | [1] |
Operating income | 34,623 | [1] |
Net income | 27,686 | [1] |
Current assets | 112,609 | [1] |
Non-current assets | 145,828 | [1] |
Total assets | 258,437 | [1] |
Current liabilities | 60,825 | [1] |
Non-current liabilities | 68,806 | [1] |
Stockholders' equity | 128,806 | [1] |
Total liabilities and stockholders’ equity | $258,437 | [1] |
[1] | The condensed income statement information included in the table above reflects Fox's results of operations for the full fiscal year ending December 31, 2014. FOX's results of operations for the period from January 1, 2014 through July 10, 2014, the date of deconsolidation, are included in the results of operations of the Company for the year ending December 31, 2014. |
Equity_Method_Investment_Summa
Equity Method Investment Summary of Consolidated Statement of Stockholders' Equity (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||||
Gross profit | $72,725 | [1] | $62,050 | [2] | $82,542 | [3] | $76,352 | $69,629 | [4] | $82,472 | [5] | $77,357 | [6] | $76,373 | $293,669 | $305,831 | $278,854 |
Net income (loss) | 12,320 | 10,752 | 8,508 | ||||||||||||||
FOX | |||||||||||||||||
Net revenue | 149,995 | 272,746 | 235,869 | ||||||||||||||
Gross profit | 46,294 | 80,129 | 62,829 | ||||||||||||||
Operating income | 17,294 | 38,781 | 26,152 | ||||||||||||||
Net income (loss) | $15,047 | $24,102 | $14,210 | ||||||||||||||
[1] | During the three months ended December 31, 2014, the Company acquired SternoCandleLamp for a purchase price of approximately $160.0 million - refer to "Note C - Acquisition of Businesses". Additionally, the Company completed a secondary offering of 6,000,000 Trust Shares at an offering price of $17.50 per share, resulting in net proceeds of $99.9 million. | ||||||||||||||||
[2] | During the three months ended September 30, 2014, the Company sold 4,466,569 shares of FOX common stock, and received net proceeds from the sale of approximately $65.5 million. As a result of the sale of the shares by the Company in the FOX Secondary Offering, the Company's ownership interest in FOX decreased to approximately 41%, which resulted in the deconsolidation of the FOX operating segment in the Company's consolidated financial statements effective as of the date of the FOX Secondary Offering - refer to "Note B - Summary of Significant Accounting Policies". Additionally, the Company closed on the acquisition of all the issued and outstanding capital stock of Clean Earth Holdings, Inc. for a purchase price of approximately $251.4 million - refer to "Note C- Acquisition of Businesses". | ||||||||||||||||
[3] | During the three months ended June 30, 2014, the Company obtained a $725 million credit facility from a group of lenders - refer to "Note J - Debt". | ||||||||||||||||
[4] | The three months ended December 31, 2013 includes an impairment loss of $12.0 million related to the goodwill and indefinite-lived intangible asset write off at the Company’s Tridien operating segment. Refer to "Note H - Goodwill and Other Intangible Assets" for a description of the impairment loss. | ||||||||||||||||
[5] | The three months ended September 30, 2013 includes income of approximately $61.3 million related to the reversal of the Supplemental Put Liability as a result of the termination of the Supplemental Put Agreement on July 1, 2013. Refer to "Note B - Summary of Significant Accounting Policies" for a description of the termination of the Supplemental Put Agreement. | ||||||||||||||||
[6] | The three months ended June 30, 2013 includes (i) an impairment loss of $0.9 million related to the indefinite-lived intangible asset write-off at the Company’s Tridien operating segment and (ii) a loss on debt extinguishment of $1.8 million related to an amendment to the Company’s 2011 Term Loan Facility. |
Discontinued_Operations_Additi
Discontinued Operations - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 1-May-12 | Dec. 31, 2012 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss on sale of discontinued operations, net of income tax | $0 | $0 | $245,000 | ||
Profit share paid to CGM | 0 | 5,603,000 | 13,886,000 | ||
HALO | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Value of the enterprise | 76,500,000 | ||||
Received in cash in respect of its debt and equity interests | 66,000,000 | ||||
Proceeds held in escrow | 800,000 | ||||
Expects to receive tax refunds | 1,000,000 | ||||
Loss on sale of discontinued operations, net of income tax | 500,000 | ||||
Profit share paid to CGM | $200,000 | $200,000 |
Discontinued_Operations_Summar
Discontinued Operations - Summary of Disposition of Operating Results (Detail) (USD $) | 12 Months Ended | 4 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 1-May-12 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss from discontinued operations | $0 | $0 | ($1,168,000) | ||
HALO | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net sales | 51,253,000 | ||||
Operating loss | -2,141,000 | ||||
Loss from continuing operations before income taxes | -2,141,000 | ||||
Benefit for income taxes | -973,000 | ||||
Loss from discontinued operations | -1,168,000 | [1] | |||
Intercompany interest expense | $700,000 | ||||
[1] | The results of for the period from January 1, 2012 through disposition excludes $0.7 million of intercompany interest expense, respectively. |
Operating_Segment_Data_Additio
Operating Segment Data - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Aug. 26, 2014 | Mar. 05, 2012 | Oct. 10, 2014 | Dec. 31, 2012 | |
Segment | Facility | |||||
Segment Reporting Information [Line Items] | ||||||
Number of reportable operating segments | 9 | |||||
Number of reporting units | 3 | |||||
Integration service fees | $4,000,000 | |||||
Goodwill | 359,180,000 | 246,611,000 | 257,527,000 | |||
PMAG | ||||||
Segment Reporting Information [Line Items] | ||||||
Goodwill | 40,400,000 | |||||
CamelBak | ||||||
Segment Reporting Information [Line Items] | ||||||
Minimum number of countries in which entity products available | 65 | |||||
Ergobaby | ||||||
Segment Reporting Information [Line Items] | ||||||
Minimum number of retailers | 450 | |||||
Number of product lines | 2 | |||||
Liberty | ||||||
Segment Reporting Information [Line Items] | ||||||
Manufacturing facility area | 314,000 | |||||
American Furniture | ||||||
Segment Reporting Information [Line Items] | ||||||
Number of product segment | 3 | |||||
Arnold Magnetics | ||||||
Segment Reporting Information [Line Items] | ||||||
Acquisition-related costs | 4,800,000 | |||||
Arnold Magnetics | Minimum | ||||||
Segment Reporting Information [Line Items] | ||||||
Number of clients | 2,000 | |||||
Tridien | ||||||
Segment Reporting Information [Line Items] | ||||||
Impairment expense | 12,900,000 | |||||
Goodwill | 16,800,000 | |||||
Clean Earth Holdings | ||||||
Segment Reporting Information [Line Items] | ||||||
Number of facilities | 14 | 14 | ||||
ACI | ||||||
Segment Reporting Information [Line Items] | ||||||
Acquisition-related costs incurred as a result of the acquisition of Universal Circuits | 400,000 | |||||
FlexMag | ||||||
Segment Reporting Information [Line Items] | ||||||
Goodwill | 4,800,000 | |||||
Rolled Products | ||||||
Segment Reporting Information [Line Items] | ||||||
Goodwill | 6,500,000 | |||||
Arnold | ||||||
Segment Reporting Information [Line Items] | ||||||
Acquisition-related costs | 4,800,000 | |||||
Inventory basis step-up | 3,100,000 | |||||
Clean Earth Holdings | ||||||
Segment Reporting Information [Line Items] | ||||||
Transaction costs | 1,900,000 | 1,935,000 | ||||
Integration service fees | 600,000 | |||||
Goodwill | 108,675,000 | |||||
Sterno Candle Lamp | ||||||
Segment Reporting Information [Line Items] | ||||||
Acquisition-related costs | 2,800,000 | |||||
Transaction costs | 2,765,000 | |||||
Inventory basis step-up | 2,000,000 | |||||
Integration service fees | 100,000 | 400,000 | ||||
Goodwill | $33,717,000 |
Operating_Segment_Data_Summary
Operating Segment Data - Summary of Net Sales of Operating Segments (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||||
Total consolidated revenues | $264,028 | [1] | $203,140 | [2] | $269,084 | [3] | $246,048 | $232,685 | [4] | $265,512 | [5] | $245,775 | [6] | $241,567 | $982,300 | $985,539 | $884,721 |
Operating Segments | |||||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||||
Net revenue | 982,300 | 985,539 | 884,721 | ||||||||||||||
Operating Segments | CamelBak | |||||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||||
Net revenue | 148,675 | 139,943 | 157,633 | ||||||||||||||
Operating Segments | Ergobaby | |||||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||||
Net revenue | 82,255 | 67,340 | 64,032 | ||||||||||||||
Operating Segments | FOX | |||||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||||
Net revenue | 149,995 | 272,746 | 235,869 | ||||||||||||||
Operating Segments | Liberty | |||||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||||
Net revenue | 90,149 | 126,541 | 91,622 | ||||||||||||||
Operating Segments | ACI | |||||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||||
Net revenue | 85,918 | 87,406 | 84,071 | ||||||||||||||
Operating Segments | American Furniture | |||||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||||
Net revenue | 129,696 | 104,885 | 91,455 | ||||||||||||||
Operating Segments | Arnold Magnetics | |||||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||||
Net revenue | 123,205 | 126,606 | 104,184 | ||||||||||||||
Operating Segments | Clean Earth Holdings | |||||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||||
Net revenue | 68,440 | 0 | 0 | ||||||||||||||
Operating Segments | Sterno Candle Lamp | |||||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||||
Net revenue | 36,713 | 0 | 0 | ||||||||||||||
Operating Segments | Tridien | |||||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||||
Net revenue | 67,254 | 60,072 | 55,855 | ||||||||||||||
Reconciliation of Segment to Consolidated | Corporate and Other | |||||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||||||||
Net revenue | $0 | $0 | $0 | ||||||||||||||
[1] | During the three months ended December 31, 2014, the Company acquired SternoCandleLamp for a purchase price of approximately $160.0 million - refer to "Note C - Acquisition of Businesses". Additionally, the Company completed a secondary offering of 6,000,000 Trust Shares at an offering price of $17.50 per share, resulting in net proceeds of $99.9 million. | ||||||||||||||||
[2] | During the three months ended September 30, 2014, the Company sold 4,466,569 shares of FOX common stock, and received net proceeds from the sale of approximately $65.5 million. As a result of the sale of the shares by the Company in the FOX Secondary Offering, the Company's ownership interest in FOX decreased to approximately 41%, which resulted in the deconsolidation of the FOX operating segment in the Company's consolidated financial statements effective as of the date of the FOX Secondary Offering - refer to "Note B - Summary of Significant Accounting Policies". Additionally, the Company closed on the acquisition of all the issued and outstanding capital stock of Clean Earth Holdings, Inc. for a purchase price of approximately $251.4 million - refer to "Note C- Acquisition of Businesses". | ||||||||||||||||
[3] | During the three months ended June 30, 2014, the Company obtained a $725 million credit facility from a group of lenders - refer to "Note J - Debt". | ||||||||||||||||
[4] | The three months ended December 31, 2013 includes an impairment loss of $12.0 million related to the goodwill and indefinite-lived intangible asset write off at the Company’s Tridien operating segment. Refer to "Note H - Goodwill and Other Intangible Assets" for a description of the impairment loss. | ||||||||||||||||
[5] | The three months ended September 30, 2013 includes income of approximately $61.3 million related to the reversal of the Supplemental Put Liability as a result of the termination of the Supplemental Put Agreement on July 1, 2013. Refer to "Note B - Summary of Significant Accounting Policies" for a description of the termination of the Supplemental Put Agreement. | ||||||||||||||||
[6] | The three months ended June 30, 2013 includes (i) an impairment loss of $0.9 million related to the indefinite-lived intangible asset write-off at the Company’s Tridien operating segment and (ii) a loss on debt extinguishment of $1.8 million related to an amendment to the Company’s 2011 Term Loan Facility. |
Operating_Segment_Data_Revenue
Operating Segment Data - Revenues from Geographic Location Outside Domestic Country (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||||||
Total international revenues | $264,028 | [1] | $203,140 | [2] | $269,084 | [3] | $246,048 | $232,685 | [4] | $265,512 | [5] | $245,775 | [6] | $241,567 | $982,300 | $985,539 | $884,721 |
Non United States | |||||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||||||
Total international revenues | 221,066 | 310,000 | 265,107 | ||||||||||||||
CamelBak | |||||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||||||
International revenues | 37,330 | 31,639 | 30,095 | ||||||||||||||
Ergobaby | |||||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||||||
International revenues | 46,702 | 40,322 | 37,576 | ||||||||||||||
FOX | |||||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||||||
International revenues | 79,306 | 176,633 | 151,586 | ||||||||||||||
Arnold Magnetics | |||||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||||||
International revenues | 55,591 | 61,406 | 45,850 | ||||||||||||||
Sterno Candle Lamp | |||||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||||||
International revenues | $2,137 | $0 | $0 | ||||||||||||||
[1] | During the three months ended December 31, 2014, the Company acquired SternoCandleLamp for a purchase price of approximately $160.0 million - refer to "Note C - Acquisition of Businesses". Additionally, the Company completed a secondary offering of 6,000,000 Trust Shares at an offering price of $17.50 per share, resulting in net proceeds of $99.9 million. | ||||||||||||||||
[2] | During the three months ended September 30, 2014, the Company sold 4,466,569 shares of FOX common stock, and received net proceeds from the sale of approximately $65.5 million. As a result of the sale of the shares by the Company in the FOX Secondary Offering, the Company's ownership interest in FOX decreased to approximately 41%, which resulted in the deconsolidation of the FOX operating segment in the Company's consolidated financial statements effective as of the date of the FOX Secondary Offering - refer to "Note B - Summary of Significant Accounting Policies". Additionally, the Company closed on the acquisition of all the issued and outstanding capital stock of Clean Earth Holdings, Inc. for a purchase price of approximately $251.4 million - refer to "Note C- Acquisition of Businesses". | ||||||||||||||||
[3] | During the three months ended June 30, 2014, the Company obtained a $725 million credit facility from a group of lenders - refer to "Note J - Debt". | ||||||||||||||||
[4] | The three months ended December 31, 2013 includes an impairment loss of $12.0 million related to the goodwill and indefinite-lived intangible asset write off at the Company’s Tridien operating segment. Refer to "Note H - Goodwill and Other Intangible Assets" for a description of the impairment loss. | ||||||||||||||||
[5] | The three months ended September 30, 2013 includes income of approximately $61.3 million related to the reversal of the Supplemental Put Liability as a result of the termination of the Supplemental Put Agreement on July 1, 2013. Refer to "Note B - Summary of Significant Accounting Policies" for a description of the termination of the Supplemental Put Agreement. | ||||||||||||||||
[6] | The three months ended June 30, 2013 includes (i) an impairment loss of $0.9 million related to the indefinite-lived intangible asset write-off at the Company’s Tridien operating segment and (ii) a loss on debt extinguishment of $1.8 million related to an amendment to the Company’s 2011 Term Loan Facility. |
Operating_Segment_Data_Summary1
Operating Segment Data - Summary of Profit (Loss) of Operating Segments (Detail) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | $299,419 | $99,545 | $26,822 | |||
Interest expense, net | -27,097 | -19,415 | -25,055 | |||
Other income (expense), net | -139 | -77 | -183 | |||
Gain on equity method investment | 11,029 | 0 | 0 | |||
Operating Segments | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | 86,964 | [1] | 103,581 | [1] | 94,162 | [1] |
Operating Segments | CamelBak | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | 17,913 | [1] | 17,919 | [1] | 25,501 | [1] |
Operating Segments | Ergobaby | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | 18,147 | [1] | 12,616 | 10,928 | [1] | |
Operating Segments | FOX | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | 17,292 | [1] | 38,781 | [1] | 26,152 | [1] |
Operating Segments | Liberty | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | -2,717 | [1] | 12,458 | [1] | 5,985 | [1] |
Operating Segments | ACI | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | 22,455 | [1],[2] | 22,945 | [1],[2] | 23,967 | [1],[2] |
Operating Segments | American Furniture | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | 3,661 | [1] | 175 | [1] | -1,520 | [1] |
Operating Segments | Arnold Magnetics | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | 7,095 | [1],[3] | 8,914 | [1],[3] | -518 | [1],[3] |
Operating Segments | Clean Earth Holdings | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | 2,737 | [1],[4] | 0 | [1],[4] | 0 | [1],[4] |
Operating Segments | Sterno Candle Lamp | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | -1,810 | [1],[5] | 0 | [1],[5] | 0 | [1],[5] |
Operating Segments | Tridien | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | 2,191 | [1],[6] | -10,227 | [1],[6] | 3,667 | [1],[6] |
Reconciliation of Segment to Consolidated | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Interest expense, net | -27,068 | -19,376 | -25,001 | |||
Other income (expense), net | -139 | -77 | -183 | |||
Gain on equity method investment | 11,029 | 0 | 0 | |||
Reconciliation of Segment to Consolidated | Corporate and Other | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | $228,633 | [7] | $15,417 | [7] | ($42,156) | [7] |
[1] | Segment profit (loss) represents operating income (loss). | |||||
[2] | The year ended December 31, 2012 includes $0.4 million of acquisition-related costs incurred as a result of the acquisition of Universal Circuits. | |||||
[3] | The year ended December 31, 2012 results include $4.8 million of acquisition-related costs incurred in connection with the acquisition of Arnold, and $3.1 million of cost of goods sold expense associated with the amortization of the inventory fair value step-up recorded in 2012 in connection with the acquisition of Arnold. | |||||
[4] | The year ended December 31, 2014 includes $1.9 million of acquisition related costs incurred in connection with the acquisition of Clean Earth, and $0.6 million in integration service fees paid to CGM. | |||||
[5] | The year ended December 31, 2014 includes $2.8 million of acquisition related costs incurred in connection with the acquisition of SternoCandleLamp, $2.0 million of cost of goods sold expense related to the amortization of the step-up in inventory basis resulting from the purchase price allocation of SternoCandleLamp, and $0.1 million in integration service fees paid to CGM. | |||||
[6] | Includes $12.9 million of goodwill and intangible assets impairment charges during the year ended December 31, 2013. See Note H - Property, Plant and Equipment. | |||||
[7] | Primarily relates to the gain on the deconsolidation of FOX during 2014, the supplemental put reversal as a result of termination of the MSA during 2013, fair value adjustments to the supplemental put liability during 2012, and management fees expensed and payable to CGM. |
Operating_Segment_Data_Summary2
Operating Segment Data - Summary of Accounts Receivable of Operating Segment (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | $162,735 | $115,160 |
Allowance for doubtful accounts | -5,200 | -3,424 |
Total consolidated net accounts receivable | 157,535 | 111,736 |
Operating Segments | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 162,735 | 115,160 |
Operating Segments | CamelBak | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 23,346 | 18,054 |
Operating Segments | Ergobaby | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 9,671 | 8,626 |
Operating Segments | FOX | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 0 | 34,197 |
Operating Segments | Liberty | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 11,376 | 13,029 |
Operating Segments | ACI | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 5,730 | 5,542 |
Operating Segments | American Furniture | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 16,641 | 11,502 |
Operating Segments | Arnold Magnetics | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 15,664 | 16,922 |
Operating Segments | Clean Earth Holdings | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 52,059 | 0 |
Operating Segments | Sterno Candle Lamp | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 21,113 | 0 |
Operating Segments | Tridien | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 7,135 | 7,288 |
Reconciliation of Segment to Consolidated | Corporate and Other | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | $0 | $0 |
Operating_Segment_Data_Summary3
Operating Segment Data - Summary of Goodwill and Identifiable Assets of Operating Segments (Detail) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Goodwill | $359,180 | $246,611 | $257,527 | |||
Identifiable Assets | 1,030,716 | [1] | 686,566 | [1] | ||
Depreciation and Amortization | 58,823 | 49,593 | 52,519 | |||
Tridien | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Goodwill | 16,800 | |||||
Operating Segments | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Goodwill | 350,531 | 237,962 | ||||
Identifiable Assets | 777,117 | [1] | 585,006 | [1] | ||
Depreciation and Amortization | 55,197 | 45,974 | 48,122 | |||
Operating Segments | CamelBak | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Goodwill | 5,546 | 5,546 | ||||
Identifiable Assets | 207,831 | [1] | 218,081 | |||
Depreciation and Amortization | 13,240 | 12,929 | 12,973 | |||
Operating Segments | Ergobaby | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Goodwill | 41,664 | 41,664 | ||||
Identifiable Assets | 65,309 | [1] | 65,838 | [1] | ||
Depreciation and Amortization | 3,832 | 3,686 | 4,215 | |||
Operating Segments | FOX | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Goodwill | 0 | 31,924 | ||||
Identifiable Assets | 0 | [1] | 93,700 | |||
Depreciation and Amortization | 4,785 | 7,759 | 7,204 | |||
Operating Segments | Liberty | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Goodwill | 32,828 | 32,684 | ||||
Identifiable Assets | 34,139 | [1] | 49,247 | [1] | ||
Depreciation and Amortization | 6,250 | 6,173 | 7,023 | |||
Operating Segments | ACI | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Goodwill | 57,615 | 57,615 | ||||
Identifiable Assets | 19,334 | [1] | 22,044 | [1] | ||
Depreciation and Amortization | 4,606 | 4,930 | 4,865 | |||
Operating Segments | American Furniture | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Identifiable Assets | 27,810 | [1] | 32,851 | [1] | ||
Depreciation and Amortization | 205 | 184 | 139 | |||
Operating Segments | Arnold Magnetics | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Goodwill | 51,767 | [2] | 51,767 | [2] | ||
Identifiable Assets | 77,610 | [1] | 87,921 | [1] | ||
Depreciation and Amortization | 8,528 | [2] | 8,135 | [2] | 9,373 | [2] |
Operating Segments | Clean Earth Holdings | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Goodwill | 110,633 | |||||
Identifiable Assets | 203,938 | [1] | ||||
Depreciation and Amortization | 6,605 | |||||
Operating Segments | Sterno Candle Lamp | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Goodwill | 33,716 | |||||
Identifiable Assets | 126,302 | [1] | ||||
Depreciation and Amortization | 4,643 | |||||
Operating Segments | Tridien | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Goodwill | 16,762 | [3] | 16,762 | [3] | ||
Identifiable Assets | 14,844 | [1] | 15,324 | [1] | ||
Depreciation and Amortization | 2,503 | [3] | 2,178 | [3] | 2,330 | [3] |
Reconciliation of Segment to Consolidated | Amortization of Debt Issuance Costs and Original Issue Discount [Member] | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Depreciation and Amortization | 3,125 | 3,366 | 4,169 | |||
Reconciliation of Segment to Consolidated | Corporate and Other | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Identifiable Assets | 253,599 | [1] | 101,560 | [1] | ||
Depreciation and Amortization | 501 | 253 | 228 | |||
Corporate, Non-Segment | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Goodwill | $8,649 | [4] | $8,649 | [4] | ||
[1] | Does not include accounts receivable balances per schedule above. | |||||
[2] | Arnold Magnetics has three reporting units PMAG, FlexMag and Precision Thin Metals with goodwill balances of $40.4 million, $4.8 million and $6.5 million, respectively. | |||||
[3] | Tridien goodwill and identifiable assets reflect impairment incurred during 2013 (see Note H). | |||||
[4] | Represents goodwill resulting from purchase accounting adjustments not “pushed down†to the segments. This amount is allocated back to the respective segments for purposes of goodwill impairment testing. During 2013 the Tridien goodwill previously carried at Corporate was pushed down to Tridien. |
Property_Plant_and_Equipment_a2
Property, Plant and Equipment and Inventory - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $20,048 | $16,595 | $14,793 |
Property_Plant_and_Equipment_a3
Property, Plant and Equipment and Inventory - Summary of Property, Plant and Equipment (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $175,047 | $117,881 |
Less: accumulated depreciation | -59,176 | -49,822 |
Total | 115,871 | 68,059 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 127,035 | 90,717 |
Office furniture, computers and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 12,322 | 11,385 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 10,419 | 15,354 |
Buildings and Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $25,271 | $425 |
Property_Plant_and_Equipment_a4
Property, Plant and Equipment and Inventory - Summary of Inventory (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Abstract] | ||
Raw materials and supplies | $49,727 | $74,325 |
Work-in-process | 10,632 | 13,579 |
Finished goods | 59,442 | 73,664 |
Less: obsolescence reserve | -8,587 | -8,620 |
Total | $111,214 | $152,948 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 3 Months Ended | |||||||
Mar. 31, 2014 | Apr. 03, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Dec. 31, 2013 | ||||
Reporting_Unit | Reporting_Unit | Reporting_Unit | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Number of reporting units at Arnold Subsidiary | 3 | 3 | 3 | |||||||
Reporting units requiring further quantitative testing | 2 | |||||||||
Trade names, not subject to amortization | $147,600,000 | $166,741,000 | $131,346,000 | $131,346,000 | ||||||
Goodwill impairment expense | 0 | 11,468,000 | ||||||||
Goodwill, net | 359,180,000 | 246,611,000 | 257,527,000 | 246,611,000 | ||||||
Carrying value of trade names | 178,938,000 | |||||||||
Goodwill deductible for income tax | 88,900,000 | |||||||||
Amortization expense | 33,606,000 | 29,632,000 | 30,268,000 | |||||||
Trade names, subject to amortization | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Impairment expense | 900,000 | |||||||||
Carrying value of trade names | 600,000 | |||||||||
Tridien | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Carrying value of goodwill | 28,200,000 | |||||||||
Implied fair value of goodwill exceeds carrying value of goodwill | 6.00% | |||||||||
Weighted average cost of capital (percent) | 14.50% | |||||||||
Increase in weighted average cost of capital | 1.00% | |||||||||
Goodwill impairment expense | 11,500,000 | |||||||||
Goodwill, net | 16,800,000 | 16,800,000 | ||||||||
Intangible assets, net | 100,000 | |||||||||
Tridien | Technology-Based Intangible Assets | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Impairment expense | 100,000 | |||||||||
Carrying value of trade names | 800,000 | 800,000 | ||||||||
Tridien | Trade names, subject to amortization | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Impairment expense | 400,000 | |||||||||
Carrying value of trade names | 200,000 | 200,000 | ||||||||
FlexMag | Arnold Magnetics | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Weighted average cost of capital, percent | 12.50% | |||||||||
Precision Thin Metals | Arnold Magnetics | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Weighted average cost of capital, percent | 14.50% | |||||||||
Operating Segments | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Goodwill, net | 350,531,000 | 237,962,000 | 237,962,000 | |||||||
Operating Segments | Arnold Magnetics | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Goodwill, net | 51,767,000 | [1] | 51,767,000 | [1] | 51,767,000 | [1] | ||||
Operating Segments | Tridien | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Goodwill, net | $16,762,000 | [2] | $16,762,000 | [2] | $16,762,000 | [2] | ||||
Sales | Tridien | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Concentration risk (percent) | 20.00% | |||||||||
[1] | Arnold Magnetics has three reporting units PMAG, FlexMag and Precision Thin Metals with goodwill balances of $40.4 million, $4.8 million and $6.5 million, respectively. | |||||||||
[2] | Tridien goodwill and identifiable assets reflect impairment incurred during 2013 (see Note H). |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Summary of Reconciliation of Change in Carrying Value of Goodwill (Detail) (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 10, 2014 | ||
Beginning balance: | |||||
Goodwill | $299,514 | $298,962 | |||
Accumulated impairment losses | -52,903 | -41,435 | |||
Goodwill, Beginning balance | 246,611 | 257,527 | |||
Impairment losses | 0 | -11,468 | |||
Acquisition of businesses | 157,864 | [1] | 552 | [1] | |
Effect of deconsolidation of subsidiary | -45,295 | [2] | 0 | [2] | |
Total adjustments | 112,569 | -10,916 | |||
Ending balance: | |||||
Goodwill | 412,083 | 299,514 | |||
Accumulated impairment losses | -52,903 | -52,903 | |||
Goodwill, Ending balance | 359,180 | 246,611 | |||
Fox | |||||
Beginning balance: | |||||
Acquisition of businesses | 600 | ||||
Effect of deconsolidation of subsidiary | -45,300 | ||||
Sport Truck | Fox | |||||
Beginning balance: | |||||
Acquisition of businesses | $12,000 | ||||
Fox | |||||
Ending balance: | |||||
Non-controlling interest percent | 41.00% | 41.00% | |||
[1] | Acquisition of businesses during the year ended December 31, 2014 relates to the acquisition of Clean Earth in August 2014, SternoCandleLamp in October 2014, the acquisition of AES by Clean Earth in December 2014, and the acquisition of Sport Truck by FOX in March 2014. The $12.0 million of goodwill related to the Sport Truck acquisition and the $0.6 million related to a prior year acquisition by FOX is included in the amount of $45.3 million that was deconsolidated during the year ended December 31, 2014. | ||||
[2] | As a result of the sale of shares by the Company in the FOX Secondary Offering, the Company's ownership interest in FOX decreased to approximately 41%, which resulted in the deconsolidation of the FOX operating segment from the Company's consolidated financial statements effective July 10, 2014. |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Detail) (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | ||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, gross | $438,170 | $297,767 | |||
Total accumulated amortization | -117,691 | -118,754 | |||
Trade names, not subject to amortization | 166,741 | 147,600 | 131,346 | ||
Total intangibles, net | 487,220 | 310,359 | |||
Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, gross | 266,976 | 192,387 | |||
Weighted average useful lives | 12 years | ||||
Total accumulated amortization | -75,813 | -64,752 | |||
Technology and patents | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, gross | 56,731 | 89,443 | |||
Weighted average useful lives | 8 years | ||||
Total accumulated amortization | -26,906 | -44,703 | |||
Trade names, subject to amortization | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, gross | 7,595 | 7,595 | |||
Weighted average useful lives | 17 years | ||||
Total accumulated amortization | -3,763 | -1,895 | |||
Licensing and non-compete agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, gross | 7,856 | 7,736 | |||
Weighted average useful lives | 5 years | ||||
Total accumulated amortization | -7,499 | -6,798 | |||
Permits And Airspace | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, gross | 98,406 | [1] | 0 | [1] | |
Weighted average useful lives | 13 years | [1] | |||
Total accumulated amortization | -3,104 | 0 | |||
Distributor relations and other | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, gross | 606 | 606 | |||
Weighted average useful lives | 5 years | ||||
Total accumulated amortization | ($606) | ($606) | |||
[1] | Permits and airspace intangible assets relate to the acquisition of Clean Earth in August 2014. Permits are obtained by Clean Earth for the treatment of soil and solid waste from various government municipalities and are amortized over the estimated life of the permit. Modifications of existing permits to accept new waste streams, alterations of existing permits to enhance the permit |
Goodwill_and_Other_Intangible_5
Goodwill and Other Intangible Assets - Summary of Estimated Charges to Amortization Expense of Intangible Assets (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2015 | $40,589 |
2016 | 38,368 |
2017 | 35,451 |
2018 | 32,974 |
2019 | 31,556 |
Total amortization expense | $178,938 |
Fair_Value_Measurement_Additio
Fair Value Measurement - Additional Information (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 493,100 | |
Call Option | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Percentage of volatility of primary inputs | 30.00% | |
Estimated term | 5 years | |
Range of discount rates | 45.00% | |
Put Option | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Percentage of volatility of primary inputs | 44.00% | |
Estimated term | 5 years | |
Term Loan Facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 323,375 | $279,750 |
Fair_Value_Measurement_Summary
Fair Value Measurement - Summary of Assets and Liabilities Carried at Fair Value Measured on Recurring Basis (Detail) (Fair Value Measurements Recurring, USD $) | Dec. 31, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Carrying Value | |||
Assets: | |||
Equity method investment - FOX | $245,214 | ||
Interest rate cap | 0 | ||
Liabilities: | |||
Call option of noncontrolling shareholder | -25 | [1] | -25 |
Put option of noncontrolling shareholders | -50 | [2] | -50 |
Interest rate swap | -9,828 | -4,126 | |
Total recorded at fair value | 235,311 | -4,201 | |
Estimate of Fair Value Measurement | Level 1 | |||
Assets: | |||
Equity method investment - FOX | 245,214 | ||
Interest rate cap | 0 | ||
Liabilities: | |||
Call option of noncontrolling shareholder | 0 | [1] | 0 |
Put option of noncontrolling shareholders | 0 | [2] | 0 |
Interest rate swap | 0 | 0 | |
Total recorded at fair value | 245,214 | 0 | |
Estimate of Fair Value Measurement | Level 2 | |||
Assets: | |||
Equity method investment - FOX | 0 | ||
Interest rate cap | 0 | ||
Liabilities: | |||
Call option of noncontrolling shareholder | 0 | [1] | 0 |
Put option of noncontrolling shareholders | 0 | [2] | 0 |
Interest rate swap | -9,828 | -4,126 | |
Total recorded at fair value | -9,828 | -4,126 | |
Estimate of Fair Value Measurement | Level 3 | |||
Assets: | |||
Equity method investment - FOX | 0 | ||
Interest rate cap | 0 | ||
Liabilities: | |||
Call option of noncontrolling shareholder | -25 | [1] | -25 |
Put option of noncontrolling shareholders | -50 | [2] | -50 |
Interest rate swap | 0 | 0 | |
Total recorded at fair value | ($75) | ($75) | |
[1] | Represents a noncontrolling shareholder’s call option to purchase additional common stock in Tridien. | ||
[2] | Represents put options issued to noncontrolling shareholders in connection with the Liberty acquisition. |
Fair_Value_Measurement_Reconci
Fair Value Measurement - Reconciliations of Change in Carrying Value of Level 3 Supplemental Put Liability (Detail) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Fair Value Disclosures [Abstract] | ||||
Supplemental put liability, beginning balance | ($75) | ($51,673) | ||
Payment of profit allocation | 0 | -5,603 | -13,886 | |
Supplemental put expense | 0 | -15,308 | -16,000 | -11,800 |
Supplemental put termination | 0 | -61,303 | ||
Supplemental put liability, ending balance | ($75) | ($75) | ($51,673) |
Fair_Value_Measurement_Summary1
Fair Value Measurement - Summary of Assets and Liabilities Carried at Fair Value Measured on Non-recurring Basis (Detail) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||||
Impairment Expenses | $0 | $12,918 | $0 | |
Fair Value, Measurements, Nonrecurring | Trade names, subject to amortization | ||||
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||||
Impairment Expenses | 1,350 | [1] | ||
Fair Value, Measurements, Nonrecurring | Trade names, subject to amortization | Level 1 | ||||
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||||
Assets measured on nonrecurring basis | 0 | [1] | ||
Fair Value, Measurements, Nonrecurring | Trade names, subject to amortization | Level 2 | ||||
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||||
Assets measured on nonrecurring basis | 0 | [1] | ||
Fair Value, Measurements, Nonrecurring | Trade names, subject to amortization | Level 3 | ||||
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||||
Assets measured on nonrecurring basis | 205 | [1] | ||
Fair Value, Measurements, Nonrecurring | Technology | ||||
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||||
Impairment Expenses | 100 | [1] | ||
Fair Value, Measurements, Nonrecurring | Technology | Level 1 | ||||
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||||
Assets measured on nonrecurring basis | 0 | [1] | ||
Fair Value, Measurements, Nonrecurring | Technology | Level 2 | ||||
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||||
Assets measured on nonrecurring basis | 0 | [1] | ||
Fair Value, Measurements, Nonrecurring | Technology | Level 3 | ||||
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||||
Assets measured on nonrecurring basis | 800 | [1] | ||
Fair Value, Measurements, Nonrecurring | Goodwill | ||||
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||||
Impairment Expenses | 11,468 | [1] | ||
Fair Value, Measurements, Nonrecurring | Goodwill | Level 1 | ||||
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||||
Assets measured on nonrecurring basis | 0 | [1] | ||
Fair Value, Measurements, Nonrecurring | Goodwill | Level 2 | ||||
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||||
Assets measured on nonrecurring basis | 0 | [1] | ||
Fair Value, Measurements, Nonrecurring | Goodwill | Level 3 | ||||
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||||
Assets measured on nonrecurring basis | 16,760 | [1] | ||
Fair Value, Measurements, Nonrecurring | Carrying Value | Trade names, subject to amortization | ||||
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||||
Assets measured on nonrecurring basis | 205 | [1] | ||
Fair Value, Measurements, Nonrecurring | Carrying Value | Technology | ||||
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||||
Assets measured on nonrecurring basis | 800 | [1] | ||
Fair Value, Measurements, Nonrecurring | Carrying Value | Goodwill | ||||
Fair Value Assets Liabilities Quantitative Information [Line Items] | ||||
Assets measured on nonrecurring basis | $16,760 | [1] | ||
[1] | Represents the fair value of the respective assets at the Tridien business segment subsequent to the goodwill impairment, indefinite-lived and long-lived asset impairment charges recognized during the year ended December 31, 2013. Refer to "Note H - Goodwill and Intangibles", for further discussion regarding impairments and valuation techniques applied. |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 27, 2011 | Jun. 06, 2014 | Jun. 30, 2014 | |
swap | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility obtained | 515,000,000 | |||||
Long-term debt | 493,100,000 | |||||
Debt modification and extinguishment costs | 7,370,000 | 2,697,000 | 3,154,000 | |||
Quarterly term loan facility payment | 62,000 | 53,000 | 63,000 | |||
Number of Interest Swaps | 2 | |||||
Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 2.50% | |||||
Three-Year Interest Rate Swap | ||||||
Debt Instrument [Line Items] | ||||||
Credit agreement for prior revolving credit facility and prior term loan facility | 200,000,000 | |||||
Interest Rate Swap | ||||||
Debt Instrument [Line Items] | ||||||
Amount of debt hedged | 220,000,000 | |||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility obtained | 290,000,000 | |||||
Frequency of required payments | quarterly | |||||
Long-term debt | 169,725,000 | 0 | ||||
Unused fee percentage | 1.00% | |||||
Optional increase from group of lenders | 135,000,000 | |||||
Line of credit facility borrowing capacity increase | 320,000,000 | |||||
Quarterly term loan facility payment | 710,000 | |||||
Revolving Credit Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 3.50% | |||||
Revolving Credit Facility | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 1.50% | |||||
Revolving Credit Facility | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 2.50% | |||||
Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 323,375,000 | 279,750,000 | ||||
2014 Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance cost | 7,300,000 | |||||
Debt modification and extinguishment costs | 200,000 | |||||
Amortized debt | 7,100,000 | |||||
2014 Credit Agreement | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Letter of credit, aggregate face amount | 25,000,000 | |||||
2014 Credit Agreement | Revolving Credit Facility | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Unused fee percentage | 0.45% | |||||
2014 Credit Agreement | Revolving Credit Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Unused fee percentage | 0.60% | |||||
2014 Credit Agreement | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 2.00% | |||||
2014 Credit Agreement | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 2.75% | |||||
2014 Credit Agreement | Revolving Credit Facility | Federal Funds Effective Swap Rate | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 0.50% | |||||
2014 Credit Agreement | Revolving Credit Facility | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 1.00% | |||||
2014 Credit Agreement | Revolving Credit Facility | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 1.75% | |||||
2014 Credit Agreement | Letter of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Letter of credit, aggregate face amount | 100,000,000 | |||||
2011 Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt modification and extinguishment costs | 2,100,000 | |||||
Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility obtained | 225,000,000 | |||||
Line of credit facility borrowing capacity increase | 279,000,000 | |||||
Original issue discount | 96.00% | |||||
Term Loan Facility | Interest Rate Floor | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 1.00% | |||||
Term Loan Facility | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 4.00% | |||||
Term Loan Facility | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 1.50% | |||||
Term Loan Facility | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 2.50% | |||||
Letter of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Letter of credit, aggregate face amount | 100,000,000 | |||||
Letter of credit outstanding | 4,500,000 | 1,600,000 | ||||
Debt instrument fees amount | 100,000 | 100,000 | 100,000 | |||
Line of Credit | 2011 Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Term loan facility proceeds used | 290,000,000 | |||||
Loans Payable | 2014 Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Letter of credit, aggregate face amount | 725,000,000 | 725,000,000 | ||||
Loans Payable | 2014 Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Letter of credit, aggregate face amount | 325,000,000 | |||||
Frequency of required payments | quarterly | |||||
Term loan facility payment | 810,000 | |||||
Term loan facility discount | 99.50% | |||||
Loans Payable | 2014 Term Loan | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 1.00% | |||||
Loans Payable | 2014 Term Loan | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 3.25% | |||||
Loans Payable | 2014 Term Loan | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 2.25% | |||||
Loans Payable | 2014 Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 1,200,000 | |||||
Line of Credit | 2014 Revolving Credit Facility | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility obtained | 400,000,000 | |||||
Term Loan And Revolving Line Of Credit | 2014 Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility obtained | $200,000,000 |
Debt_Summary_of_Actual_Financi
Debt - Summary of Actual Financial Ratios as Part of Affirmative Covenants Credit Facility (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Debt Instrument [Line Items] | |
Fixed Charge Coverage Ratio | 4.44 |
Total Debt to EBITDA Ratio | 2.99 |
Minimum | |
Debt Instrument [Line Items] | |
Covenant Ratio Requirement | greater than or equal to 1.5:1.0 |
Maximum | |
Debt Instrument [Line Items] | |
Covenant Ratio Requirement | less than or equal to 3.5:1.0 |
Debt_Summary_of_Debt_Holdings_
Debt - Summary of Debt Holdings (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | ||
Debt Instrument [Line Items] | |||||
Total debt | $493,100,000 | ||||
Less: Current portion, term loan facilities | -3,250,000 | -2,850,000 | |||
Long term debt | 485,547,000 | 280,389,000 | |||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Total debt | 169,725,000 | 0 | |||
FOX Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Total debt | 0 | 8,000,000 | |||
Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Total debt | 323,375,000 | 279,750,000 | |||
Original Issue Discount | |||||
Debt Instrument [Line Items] | |||||
Total debt | -4,303,000 | [1] | -4,511,000 | [1] | |
Debt Net Of Discount | |||||
Debt Instrument [Line Items] | |||||
Total debt | 488,797,000 | 283,239,000 | |||
Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Original issue discount | $4,600,000 | ||||
[1] | The Company recorded $4.6 million in original issue discount upon issuance of the 2014 Term Loan Facility in June 2014. This discount is being amortized over the life of the Term Loan Facility. |
Debt_Summary_of_Annual_Maturit
Debt - Summary of Annual Maturities of Term Loan Facility and Revolving Credit Facility (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Debt Disclosure [Abstract] | |
2015 | $3,250 |
2016 | 3,250 |
2017 | 3,250 |
2018 | 3,250 |
2019 | 172,975 |
2020 and thereafter | 307,125 |
Total debt | $493,100 |
Debt_Summary_of_Components_of_
Debt - Summary of Components of Interest Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Disclosure [Abstract] | |||
Interest on credit facilities | $16,392 | $15,625 | $17,643 |
Unused fee on Revolving Credit Facility | 1,914 | 2,349 | 2,666 |
Amortization of original issue discount | 882 | 1,243 | 2,312 |
Realized losses on interest rate hedges | 0 | 0 | 166 |
Unrealized losses on interest rate derivatives | 7,709 | 130 | 2,175 |
Letter of credit fees | 62 | 53 | 63 |
Other | 138 | 15 | 30 |
Interest expense | 27,097 | 19,415 | 25,055 |
Average daily balance of debt outstanding | $379,034 | $294,056 | $271,776 |
Effective interest rate | 7.20% | 6.60% | 9.20% |
Derivative_Instruments_and_Hed1
Derivative Instruments and Hedging Activities - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 16, 2014 | Oct. 31, 2011 | |
Derivative [Line Items] | |||||
Fair value loss on derivative | $7,722,000 | $130,000 | $2,175,000 | ||
New Interest Rate Swap | |||||
Derivative [Line Items] | |||||
Notional amount | 220,000,000 | ||||
Interest rate on notional amount | 2.97% | ||||
Interest Rate Cap Period | 3 months | ||||
Fair value loss on derivative | 7,400,000 | ||||
Three-Year Interest Rate Swap | |||||
Derivative [Line Items] | |||||
Notional amount | 200,000,000 | ||||
Interest Rate Cap Period | 3 years | ||||
Derivative, Term of Contract | 3 years | ||||
Three-Year Interest Rate Swap | |||||
Derivative [Line Items] | |||||
Interest rate on notional amount | 2.49% | ||||
Description of interest rate of basis spread on variable rate | Three-month LIBOR rate, with a floor of 1.5% | ||||
Fair value of interest | 2,500,000 | 4,100,000 | |||
Three-Year Interest Rate Swap | Other Noncurrent Liabilities | |||||
Derivative [Line Items] | |||||
Fair value of interest | ($500,000) | ||||
Three-Year Interest Rate Swap | Interest Rate Floor | |||||
Derivative [Line Items] | |||||
Interest rate on LIBOR | 1.50% |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2014 | ||||
Income Tax Examination [Line Items] | |||||||
Recognized deferred tax liabilities | ($103,329,000) | ($60,024,000) | |||||
Valuation allowance | -12,664,000 | [1] | -12,028,000 | [1] | |||
Reductions for prior years’ tax positions | 7,620,000 | [2] | 2,000 | 29,000 | |||
Unrecognized tax benefits, if recognized, would affect the Company's effective tax rate | 300,000 | 7,900,000 | |||||
Accrued interest and penalties related to uncertain tax positions | 200,000 | ||||||
Indemnification arrangement to offset unrecognized tax benefits | 100,000 | ||||||
FOX | |||||||
Income Tax Examination [Line Items] | |||||||
Reductions for prior years’ tax positions | $7,600,000 | [2] | |||||
[1] | Primarily relates to the AFM and Tridien operating segments. | ||||||
[2] | of the reduction for prior year tax positions relates to the deconsolidation of FOX in July 2014. |
Income_Taxes_Components_of_the
Income Taxes - Components of the Company's Income Tax Provision (Benefit) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current taxes | |||
Federal | $18,324 | $19,209 | $18,306 |
State | -2,619 | 4,791 | 3,926 |
Foreign | 1,161 | 1,986 | 1,054 |
Total current taxes | 16,866 | 25,986 | 23,286 |
Deferred taxes: | |||
Federal | -6,993 | -3,834 | -1,767 |
State | -1,186 | -536 | 107 |
Foreign | -423 | -887 | -557 |
Total deferred taxes | -8,602 | -5,257 | -2,217 |
Total tax provision | $8,264 | $20,729 | $21,069 |
Income_Taxes_Summary_of_Deferr
Income Taxes - Summary of Deferred Tax Assets and Deferred Tax Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Deferred tax assets: | ||||
Tax credits | $430 | $171 | ||
Accounts receivable and allowances | 1,649 | 986 | ||
Net operating loss carryforwards | 12,569 | 10,854 | ||
Accrued expenses | 7,909 | 8,026 | ||
Other | 7,141 | 9,514 | ||
Valuation allowance (1) | 29,698 | 29,551 | ||
Valuation allowance | -12,664 | [1] | -12,028 | [1] |
Net deferred tax assets | 17,034 | 17,523 | ||
Deferred tax liabilities: | ||||
Intangible assets | -83,768 | -46,314 | ||
Property and equipment | -18,534 | -12,932 | ||
Prepaid and other expenses | -1,027 | -778 | ||
Total deferred tax liabilities | -103,329 | -60,024 | ||
Total net deferred tax liability | ($86,295) | ($42,501) | ||
[1] | Primarily relates to the AFM and Tridien operating segments. |
Income_Taxes_Reconciliation_Be
Income Taxes - Reconciliation Between Federal Statutory Rate and Effective Income Tax Rate (Detail) | 12 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
Income Tax Disclosure [Abstract] | ||||||
United States Federal Statutory Rate | 35.00% | 35.00% | 35.00% | |||
Foreign and State income taxes (net of Federal benefits) | -1.10% | 1.90% | 11.70% | |||
Expenses of Compass Group Diversified Holdings, LLC representing a pass through to shareholders | 0.70% | [1] | 1.50% | [1] | 10.20% | [1] |
Effect of deconsolidation of subsidiary | -30.80% | [2] | 0.00% | [2] | 0.00% | [2] |
Effect of supplemental put expense (reversal) | 0.00% | [3] | -16.20% | [3] | 20.90% | [3] |
Impact of subsidiary employee stock options | 0.10% | 0.40% | -1.80% | |||
Domestic production activities deduction | -0.30% | -1.80% | -4.10% | |||
Non-deductible acquisition costs | 0.10% | 0.00% | 3.00% | |||
Non-recognition of NOL carryforwards at subsidiaries | 0.20% | 3.10% | 4.80% | |||
Other | -1.10% | -3.10% | -1.10% | |||
Effective income tax rate | 2.80% | 20.80% | 78.60% | |||
[1] | The effective income tax rate for 2012 includes losses at the Company’s parent which is taxed as a partnership. | |||||
[2] | The effective income tax rate for the year ended December 31, 2014 includes a significant gain at the Company's parent related to the deconsolidation of FOX in July 2014. | |||||
[3] | The effective income tax rate for the year ended December 31, 2013 includes a gain at our parent related to the termination of the Supplemental Put Agreement in July 2013. |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Beginning balance | $8,108 | $7,782 | $6,685 | |
Additions for current years’ tax positions | 89 | 2,003 | 1,803 | |
Additions for prior years’ tax positions | 141 | 50 | 158 | |
Reductions for prior years’ tax positions | -7,620 | [1] | -2 | -29 |
Reductions for settlements | 0 | 0 | 0 | |
Reductions for expiration of statute of limitations | -67 | -1,725 | -835 | |
Ending balance | $651 | $8,108 | $7,782 | |
[1] | of the reduction for prior year tax positions relates to the deconsolidation of FOX in July 2014. |
Defined_Benefit_Plan_Additiona
Defined Benefit Plan - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ||
Unfunded liability | $3,304,000 | $1,327,000 |
Defined benefit plan expected contribution by employer | $600,000 |
Defined_Benefit_Plan_Summary_o
Defined Benefit Plan - Summary of Foreign Plan's Status and Recognized Amounts (Detail) (USD $) | 10 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 |
Change in benefit obligation: | |||
Benefit obligation, beginning of year | $13,386 | $14,395 | |
Service cost | 391 | 425 | 484 |
Interest cost | 316 | 271 | 298 |
Actuarial (gain)/loss | 1,847 | -336 | |
Employee contributions and transfer | 363 | 394 | |
Plan amendment | 383 | 0 | |
Benefits paid | -621 | -2,375 | |
Foreign currency translation | -1,342 | 526 | |
Benefit obligation, end of year | 14,395 | 14,712 | 13,386 |
Change in plan assets: | |||
Fair value of assets, beginning of period | 12,059 | 12,881 | |
Actual return on plan assets | 362 | 204 | |
Company contribution | 454 | 484 | |
Employee contributions and transfer | 363 | 394 | |
Benefits paid | -621 | -2,375 | |
Foreign currency translation | -1,209 | 471 | |
Fair value of assets, end of period | 12,881 | 11,408 | 12,059 |
Funded status | ($3,304) | ($1,327) |
Defined_Benefit_Plan_Summary_o1
Defined Benefit Plan - Summary of Net Periodic Benefit Cost (Detail) (USD $) | 10 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 |
Compensation and Retirement Disclosure [Abstract] | |||
Service cost | $391 | $425 | $484 |
Interest cost | 316 | 271 | 298 |
Expected return on plan assets | -180 | -468 | -284 |
Net periodic benefit cost | $527 | $228 | $498 |
Defined_Benefit_Plan_Summary_o2
Defined Benefit Plan - Summary of Assumptions Used to Determine the Benefit Obligations and Components of the Net Periodic Benefit Cost (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ||
Discount rate | 1.25% | 2.25% |
Expected return on plan assets | 1.75% | 2.25% |
Rate of compensation increase | 1.00% | 1.00% |
Defined_Benefit_Plan_Summary_o3
Defined Benefit Plan - Summary of Expected Foreign Plan Benefit Payments (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Compensation and Retirement Disclosure [Abstract] | |
Jan. 1, 2015 through Dec. 31, 2015 | $519 |
Jan. 1, 2016 through Dec. 31, 2016 | 507 |
Jan. 1, 2017 through Dec. 31, 2017 | 855 |
Jan. 1, 2018 through Dec. 31, 2018 | 521 |
Jan. 1, 2019 through Dec. 31, 2019 | 1,332 |
Jan. 1, 2020 and thereafter | 4,111 |
Total | $7,845 |
Defined_Benefit_Plan_Summary_o4
Defined Benefit Plan - Summary of Allocation of Assets in Swiss Life's Group Life Portfolio (Detail) (Pension Plan) | Dec. 31, 2014 |
Defined Benefit Plan Disclosure [Line Items] | |
Allocation of pension plan assets | 100.00% |
Certificates of deposit and cash and cash equivalents | |
Defined Benefit Plan Disclosure [Line Items] | |
Allocation of pension plan assets | 77.00% |
Fixed income bonds and securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Allocation of pension plan assets | 6.00% |
Private equity and hedge funds | |
Defined Benefit Plan Disclosure [Line Items] | |
Allocation of pension plan assets | 1.00% |
Real estate | |
Defined Benefit Plan Disclosure [Line Items] | |
Allocation of pension plan assets | 12.00% |
Equity and other investments | |
Defined Benefit Plan Disclosure [Line Items] | |
Allocation of pension plan assets | 4.00% |
Stockholders_Equity_Additional
Stockholder's Equity - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 2 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | |||||||||||||||||||||||||||
In Thousands, except Share data, unless otherwise specified | Oct. 30, 2014 | Oct. 23, 2014 | Oct. 07, 2014 | Jul. 30, 2014 | Jul. 23, 2014 | Jul. 10, 2014 | Apr. 30, 2014 | Apr. 23, 2014 | Jan. 30, 2014 | Jan. 23, 2014 | Jan. 09, 2014 | Oct. 23, 2013 | Oct. 10, 2013 | Jul. 30, 2013 | Jul. 23, 2013 | Jul. 10, 2013 | Apr. 30, 2013 | Apr. 23, 2013 | Apr. 09, 2013 | Jan. 31, 2013 | Jan. 25, 2013 | Oct. 30, 2012 | Apr. 10, 2012 | Jan. 10, 2012 | Nov. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Nov. 30, 2013 | Dec. 31, 2014 | Jan. 29, 2015 | Jan. 22, 2015 | Jan. 08, 2015 |
Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||||||
Trust shares, authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |||||||||||||||||||||||||||||||
Trust shares, issued (in shares) | 6,000,000 | 6,000,000 | |||||||||||||||||||||||||||||||||
Offering price (dollars per share) | $17.50 | ||||||||||||||||||||||||||||||||||
Proceeds from issuance of Trust shares | $99,900 | $99,868 | $0 | $0 | |||||||||||||||||||||||||||||||
Less: Profit Allocation paid to Holders | 11,870 | 15,990 | |||||||||||||||||||||||||||||||||
Trust shares, voting rights | One vote per share | ||||||||||||||||||||||||||||||||||
Distribution made to holders, distribution date | 30-Oct-14 | 30-Jul-14 | 30-Apr-14 | 30-Jan-14 | 30-Jul-13 | 30-Apr-13 | 31-Jan-13 | 30-Oct-13 | |||||||||||||||||||||||||||
Distribution made to holders, declaration date | 7-Oct-14 | 10-Jul-14 | 9-Jan-14 | 10-Oct-13 | 10-Jul-13 | 9-Apr-13 | 10-Apr-12 | 10-Jan-12 | |||||||||||||||||||||||||||
Distribution declared per share (in dollars per share) | $0.36 | $0.36 | $0.36 | $0.36 | $0.36 | $0.36 | $0.36 | $0.36 | |||||||||||||||||||||||||||
Distribution made to holders, date of record | 23-Oct-14 | 23-Jul-14 | 23-Apr-14 | 23-Jan-14 | 23-Oct-13 | 23-Jul-13 | 23-Apr-13 | 25-Jan-13 | |||||||||||||||||||||||||||
Retained Earnings | |||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||||||
Less: Profit Allocation paid to Holders | 11,900 | 16,000 | |||||||||||||||||||||||||||||||||
Sterno Candle Lamp | |||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||||||
Trust shares, issued (in shares) | 6,000,000 | ||||||||||||||||||||||||||||||||||
Offering price (dollars per share) | 17.5 | $17.50 | $17.50 | ||||||||||||||||||||||||||||||||
Proceeds from issuance of Trust shares | $99,900 | ||||||||||||||||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||||||
Distribution made to holders, distribution date | 29-Jan-15 | ||||||||||||||||||||||||||||||||||
Common stock, dividends, per share, cash paid | $0.36 | ||||||||||||||||||||||||||||||||||
Distribution made to holders, declaration date | 8-Jan-15 | ||||||||||||||||||||||||||||||||||
Distribution made to holders, date of record | 22-Jan-15 |
Stockholders_Equity_Stockholde1
Stockholder's Equity Stockholders' Equity - Summary of Basic and Diluted Earnings Per Share (Details) (USD $) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Nov. 14, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||||
Equity [Abstract] | ||||||||||||||||||
Net income attributable to Holdings | $7,359 | [1] | $261,098 | [2] | $5,719 | [3] | $4,659 | ($6,348) | [4] | $73,387 | [5] | ($569) | [6] | $1,594 | $278,835 | $68,064 | ($3,942) | |
Less: Profit Allocation paid to Holders | 11,870 | 15,990 | ||||||||||||||||
Less: Effect of contribution based profit—Holding Event | 2,805 | 1,480 | ||||||||||||||||
Net income from Holdings attributable to Trust shares | $264,160 | $50,594 | ||||||||||||||||
Basic and diluted weighted average shares outstanding (in shares) | 48,300 | 49,089 | 48,300 | 48,300 | ||||||||||||||
Income from operations—Basic and fully diluted (in dollars per share) | $5.38 | $1.05 | ($0.06) | |||||||||||||||
[1] | During the three months ended December 31, 2014, the Company acquired SternoCandleLamp for a purchase price of approximately $160.0 million - refer to "Note C - Acquisition of Businesses". Additionally, the Company completed a secondary offering of 6,000,000 Trust Shares at an offering price of $17.50 per share, resulting in net proceeds of $99.9 million. | |||||||||||||||||
[2] | During the three months ended September 30, 2014, the Company sold 4,466,569 shares of FOX common stock, and received net proceeds from the sale of approximately $65.5 million. As a result of the sale of the shares by the Company in the FOX Secondary Offering, the Company's ownership interest in FOX decreased to approximately 41%, which resulted in the deconsolidation of the FOX operating segment in the Company's consolidated financial statements effective as of the date of the FOX Secondary Offering - refer to "Note B - Summary of Significant Accounting Policies". Additionally, the Company closed on the acquisition of all the issued and outstanding capital stock of Clean Earth Holdings, Inc. for a purchase price of approximately $251.4 million - refer to "Note C- Acquisition of Businesses". | |||||||||||||||||
[3] | During the three months ended June 30, 2014, the Company obtained a $725 million credit facility from a group of lenders - refer to "Note J - Debt". | |||||||||||||||||
[4] | The three months ended December 31, 2013 includes an impairment loss of $12.0 million related to the goodwill and indefinite-lived intangible asset write off at the Company’s Tridien operating segment. Refer to "Note H - Goodwill and Other Intangible Assets" for a description of the impairment loss. | |||||||||||||||||
[5] | The three months ended September 30, 2013 includes income of approximately $61.3 million related to the reversal of the Supplemental Put Liability as a result of the termination of the Supplemental Put Agreement on July 1, 2013. Refer to "Note B - Summary of Significant Accounting Policies" for a description of the termination of the Supplemental Put Agreement. | |||||||||||||||||
[6] | The three months ended June 30, 2013 includes (i) an impairment loss of $0.9 million related to the indefinite-lived intangible asset write-off at the Company’s Tridien operating segment and (ii) a loss on debt extinguishment of $1.8 million related to an amendment to the Company’s 2011 Term Loan Facility. |
Noncontrolling_Interest_Compan
Noncontrolling Interest - Company's Ownership Percentage of its Majority Owned Operating Segments and Related Noncontrolling Interest (Detail) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
CamelBak | % Ownership Primary | ||||||
Noncontrolling Interest [Line Items] | ||||||
% Ownership | 89.90% | [1] | 89.90% | [1] | 89.90% | [1] |
CamelBak | % Ownership Fully Diluted | ||||||
Noncontrolling Interest [Line Items] | ||||||
% Ownership | 79.70% | [1] | 79.70% | [1] | 79.70% | [1] |
Ergobaby | % Ownership Primary | ||||||
Noncontrolling Interest [Line Items] | ||||||
% Ownership | 81.00% | [1] | 81.00% | [1] | 81.10% | [1] |
Ergobaby | % Ownership Fully Diluted | ||||||
Noncontrolling Interest [Line Items] | ||||||
% Ownership | 74.30% | [1] | 75.00% | [1] | 77.10% | [1] |
FOX | % Ownership Primary | ||||||
Noncontrolling Interest [Line Items] | ||||||
% Ownership | 53.90% | [1],[2] | 75.80% | [1],[2] | ||
FOX | % Ownership Fully Diluted | ||||||
Noncontrolling Interest [Line Items] | ||||||
% Ownership | 49.80% | [1],[2] | 70.60% | [1],[2] | ||
Liberty | % Ownership Primary | ||||||
Noncontrolling Interest [Line Items] | ||||||
% Ownership | 96.20% | [1] | 96.20% | [1] | 96.20% | [1] |
Liberty | % Ownership Fully Diluted | ||||||
Noncontrolling Interest [Line Items] | ||||||
% Ownership | 84.80% | [1] | 84.80% | [1] | 86.70% | [1] |
ACI | % Ownership Primary | ||||||
Noncontrolling Interest [Line Items] | ||||||
% Ownership | 69.40% | [1] | 69.40% | [1] | 69.40% | [1] |
ACI | % Ownership Fully Diluted | ||||||
Noncontrolling Interest [Line Items] | ||||||
% Ownership | 69.30% | [1] | 69.40% | [1] | 69.40% | [1] |
American Furniture | % Ownership Primary | ||||||
Noncontrolling Interest [Line Items] | ||||||
% Ownership | 99.90% | [1] | 99.90% | [1] | 99.90% | [1] |
American Furniture | % Ownership Fully Diluted | ||||||
Noncontrolling Interest [Line Items] | ||||||
% Ownership | 99.90% | [1] | 99.90% | [1] | 99.90% | [1] |
Arnold Magnetics | % Ownership Primary | ||||||
Noncontrolling Interest [Line Items] | ||||||
% Ownership | 96.70% | [1] | 96.70% | [1] | 96.70% | [1] |
Arnold Magnetics | % Ownership Fully Diluted | ||||||
Noncontrolling Interest [Line Items] | ||||||
% Ownership | 87.50% | [1] | 87.20% | [1] | 87.90% | [1] |
Clean Earth Holdings | % Ownership Primary | ||||||
Noncontrolling Interest [Line Items] | ||||||
% Ownership | 97.90% | [1] | ||||
Clean Earth Holdings | % Ownership Fully Diluted | ||||||
Noncontrolling Interest [Line Items] | ||||||
% Ownership | 86.20% | [1] | ||||
Sterno Candle Lamp | % Ownership Primary | ||||||
Noncontrolling Interest [Line Items] | ||||||
% Ownership | 100.00% | [1] | ||||
Sterno Candle Lamp | % Ownership Fully Diluted | ||||||
Noncontrolling Interest [Line Items] | ||||||
% Ownership | 91.70% | [1] | ||||
Tridien | % Ownership Primary | ||||||
Noncontrolling Interest [Line Items] | ||||||
% Ownership | 81.30% | [1] | 81.30% | [1] | 81.30% | [1] |
Tridien | % Ownership Fully Diluted | ||||||
Noncontrolling Interest [Line Items] | ||||||
% Ownership | 65.40% | [1] | 66.50% | [1] | 67.40% | [1] |
[1] | The principal difference between primary and fully diluted percentages of our operating segments is due to stock option issuances of operating segment stock to management of the respective business. | |||||
[2] | FOX was deconsolidated on July 10, 2014 after the Company's ownership interest in FOX fell below 50%. Refer to Note B. |
Noncontrolling_Interest_Summar
Noncontrolling Interest - Summary of Each Purchase of Noncontrolling Interest (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | $40,903 | $95,550 |
CamelBak | ||
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 14,932 | 13,519 |
Ergobaby | ||
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 14,783 | 12,571 |
FOX | ||
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 0 | 64,949 |
Liberty | ||
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 2,547 | 2,339 |
ACI | ||
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 790 | -2,529 |
American Furniture | ||
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 260 | 260 |
Arnold Magnetics | ||
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 1,950 | 1,808 |
Clean Earth Holdings | ||
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 2,672 | 0 |
Sterno Candle Lamp | ||
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 125 | 0 |
Tridien | ||
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 2,744 | 2,533 |
Allocation Interests | ||
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | $100 | $100 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating lease expiration period | One year or more | ||
Rent expenses | $14 | $12.90 | $11.60 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Rental Commitments under Operating Leases (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $15,050 |
2016 | 12,384 |
2017 | 10,825 |
2018 | 9,100 |
2019 | 8,398 |
Thereafter | 37,879 |
Total | $93,636 |
Supplemental_Data_Summary_of_S
Supplemental Data - Summary of Supplemental Balance Sheet Data (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Summary of accrued expenses: | ||
Accrued payroll and fringes | $17,962 | $22,823 |
Accrued taxes | 2,306 | 2,342 |
Income taxes payable | 2,325 | 11,089 |
Accrued interest | 1,124 | 3,303 |
Accrued rebates | 10,742 | 2,669 |
Warranty payable | 2,540 | 5,815 |
Accrued Transportation and Disposal costs | 9,439 | 0 |
Other accrued expenses | 16,940 | 7,549 |
Total | 63,378 | 55,590 |
Warranty liability: | ||
Beginning balance | 5,815 | 6,410 |
Accrual | 3,024 | 6,713 |
Warranty payments | -2,420 | -7,308 |
Deconsolidation of subsidiary | -3,879 | 0 |
Ending balance | $2,540 | $5,815 |
Supplemental_Data_Summary_of_S1
Supplemental Data - Summary of Supplemental Cash Flow Data (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Payables and Accruals [Abstract] | |||
Interest paid | $21,456 | $16,057 | $19,024 |
Taxes paid | $13,081 | $17,325 | $14,257 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||||||
Jul. 10, 2014 | Jun. 18, 2012 | Aug. 23, 2011 | Jul. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Mar. 06, 2012 | Aug. 13, 2013 | Feb. 04, 2013 | Aug. 28, 2012 | Aug. 08, 2008 | 16-May-06 | Dec. 31, 2015 | Jun. 30, 2013 | Oct. 10, 2014 | Aug. 26, 2014 | Dec. 19, 2012 | |||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Unpaid management fees incurred | $6,193,000 | $4,528,000 | |||||||||||||||||||
Less: Profit Allocation paid to Holders | 11,870,000 | 15,990,000 | |||||||||||||||||||
Percentage of allocation agreement | 41.20% | 46.40% | |||||||||||||||||||
Integration service fees | 4,000,000 | ||||||||||||||||||||
Reimbursement of occupancy and staffing costs to CGM | 4,500,000 | 3,500,000 | 3,100,000 | ||||||||||||||||||
Expense incurred by the entity for the advisory related services | 1,200,000 | ||||||||||||||||||||
Stock issued during period shares acquisitions through private placement (in shares) | 1,575,000 | ||||||||||||||||||||
Shares purchased by noncontrolling shareholders | -7,204,000 | [1] | |||||||||||||||||||
Supplemental liability expense on operations | 61,300,000 | ||||||||||||||||||||
Company's ownership interest before transaction | 53.00% | ||||||||||||||||||||
Company's ownership interest after transaction | 41.00% | ||||||||||||||||||||
Investment owned, balance, shares | 15,108,718 | ||||||||||||||||||||
Gain on deconsolidation of subsidiary | 264,300,000 | 264,300,000 | 264,325,000 | 0 | 0 | ||||||||||||||||
Shares purchased from noncontrolling shareholders | 10,969,000 | [2] | 48,022,000 | ||||||||||||||||||
Parent Company | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Consideration received from sale of stock | 65,500,000 | ||||||||||||||||||||
Secondary Offering | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Sale of stock (dollars per share) | $15.50 | ||||||||||||||||||||
Consideration received from sale of stock | 84,400,000 | ||||||||||||||||||||
Secondary Offering | Subsidiaries | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Number of shares to be sold by shareholders | 5,750,000 | ||||||||||||||||||||
Secondary Offering | Parent Company | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Number of shares to be sold by shareholders | 4,466,569 | 4,466,569 | |||||||||||||||||||
Consideration received from sale of stock | 65,500,000 | ||||||||||||||||||||
Over-Allotment Option | Subsidiaries | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Number of shares to be sold by shareholders | 750,000 | ||||||||||||||||||||
Over-Allotment Option | Parent Company | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Number of shares to be sold by shareholders | 633,955 | ||||||||||||||||||||
Non-Controlling Interest | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Shares purchased by noncontrolling shareholders | -7,204,000 | [1] | |||||||||||||||||||
Shares purchased from noncontrolling shareholders | 2,425,000 | [2] | 48,022,000 | ||||||||||||||||||
Stockholders' Equity Attributable to Holdings | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Shares purchased from noncontrolling shareholders | 8,544,000 | [2] | |||||||||||||||||||
Clean Earth Holdings | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Integration service fees | 2,500,000 | 2,500,000 | |||||||||||||||||||
Integration service fees | 600,000 | ||||||||||||||||||||
Sterno Candle Lamp | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Integration service fees | 1,500,000 | ||||||||||||||||||||
Integration service fees | 100,000 | 400,000 | |||||||||||||||||||
2014 Business Acquisitions | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Integration service fees | 1,000,000 | ||||||||||||||||||||
Acquisition of Camelbak | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Issued common shares in a private placement (in shares) | 652 | ||||||||||||||||||||
Percentage of company ownership interest in common stock | 89.90% | ||||||||||||||||||||
Percentage of non controlling shareholder ownership interest in common stock | 10.10% | ||||||||||||||||||||
Acquisition of Camelbak | Non-Controlling Interest | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Preferred stock redemption value including dividend in arrears | 300,000 | ||||||||||||||||||||
Shares purchased by noncontrolling shareholders | 2,900,000 | ||||||||||||||||||||
Employees and Partners of the Manager | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Percentage of allocation agreement | 58.80% | ||||||||||||||||||||
Board of Directors Chairman | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Percentage of allocation agreement | 5.00% | 5.00% | |||||||||||||||||||
Founding Partner | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Percentage of allocation agreement | 31.20% | 31.40% | |||||||||||||||||||
Director | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Percentage of allocation agreement | 5.00% | ||||||||||||||||||||
FOX | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Period to acquired controlling interest in business on fifth anniversary | 30 days | ||||||||||||||||||||
Holders paid related to contribution based profit | 5,600,000 | ||||||||||||||||||||
Holders paid on sale of common stock to public | 16,000,000 | ||||||||||||||||||||
Percentage of allocation agreement | 53.60% | ||||||||||||||||||||
Number of shares to be sold by shareholders | 7,000,000 | ||||||||||||||||||||
Sale of stock (dollars per share) | $15 | ||||||||||||||||||||
Additional term loan borrowings fund cash distributions | 67,000,000 | ||||||||||||||||||||
Term of lease | 2018-07 | ||||||||||||||||||||
Outstanding inter company loan repaid | 2013-07 | ||||||||||||||||||||
FOX | Term Loan Facility | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Additional term loan borrowings | 60,000,000 | ||||||||||||||||||||
FOX | Revolving Credit Facility | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Increase in the revolving loan commitment | 2,000,000 | ||||||||||||||||||||
FOX | Non-Controlling Interest | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Additional term loan borrowings fund cash distributions | 16,300,000 | ||||||||||||||||||||
FOX | Stockholders' Equity Attributable to Holdings | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Additional term loan borrowings fund cash distributions | 50,700,000 | ||||||||||||||||||||
Advanced Circuits | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Additional term loan borrowings fund cash distributions | 45,000,000 | ||||||||||||||||||||
Advanced Circuits | Non-Controlling Interest | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Additional term loan borrowings fund cash distributions | 13,700,000 | ||||||||||||||||||||
American Furniture | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Agreement date | 31-Dec-10 | ||||||||||||||||||||
Shortfall in the difference between adjusted earnings before interest tax depreciation and amortization and fixed charges | 1,600,000 | 3,500,000 | |||||||||||||||||||
Tridien | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Additional term loan borrowings | 16,500,000 | ||||||||||||||||||||
Increase in the revolving loan commitment | 4,000,000 | ||||||||||||||||||||
Additional term loan borrowings fund cash distributions | 17,500,000 | ||||||||||||||||||||
Preferred stock, redemption price per share | $100 | ||||||||||||||||||||
Redemption payout received by parent | 14,400,000 | ||||||||||||||||||||
Non controlling shareholders received redemption payout | 3,100,000 | ||||||||||||||||||||
Term of lease | 2014-02 | ||||||||||||||||||||
Rent expense paid to related party | 100,000 | ||||||||||||||||||||
Shares purchased from noncontrolling shareholders | 1,900,000 | ||||||||||||||||||||
Note including accrued interest due from former CEO exchanged for common stock | 6,900,000 | ||||||||||||||||||||
Option to purchase outstanding shares of Tridien percent | 10.00% | ||||||||||||||||||||
Stock options fair value at date of grant | 200,000 | ||||||||||||||||||||
Tridien | Preferred Stock | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Redeemed shares of preferred stock | 175,000 | ||||||||||||||||||||
Aggregated preferred stock redemption price | 17,500,000 | ||||||||||||||||||||
Management Service Agreement with CGM | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Management fees paid equal to net asset | 0.50% | ||||||||||||||||||||
Management Service Agreement with CGM | HALO | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Management fee paid by Halo | 200,000 | ||||||||||||||||||||
Majority Shareholder CMH | Acquisition of Camelbak | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Stock issued during period shares acquisitions through private placement (in shares) | 1,575,000 | ||||||||||||||||||||
Closing price per common share (dollars per share) | 12.5 | ||||||||||||||||||||
Affiliate of Majority Shareholder CMH | Acquisition of Camelbak | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
11% convertible preferred stock of CamelBak | 45,000,000 | ||||||||||||||||||||
Convertible preferred stock dividend rate | 11.00% | 11.00% | |||||||||||||||||||
Preferred stock redemption value excluding dividend in arrears | 45,300,000 | ||||||||||||||||||||
Preferred stock accrued dividends | 2,700,000 | ||||||||||||||||||||
Preferred stock redemption value including dividend in arrears | 47,700,000 | ||||||||||||||||||||
Preferred stock redemption funded through additional intercompany debt | 19,200,000 | ||||||||||||||||||||
Preferred stock redemption funded through equity contribution | 25,900,000 | ||||||||||||||||||||
CGI Diversified Holdings LP | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Percentage of allocation agreement | 5.00% | 5.00% | |||||||||||||||||||
Compass AC Holding | Advanced Circuits | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Additional term loan borrowings fund cash distributions | 31,300,000 | ||||||||||||||||||||
FOX | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Company's ownership interest after transaction | 41.00% | ||||||||||||||||||||
Gain on deconsolidation of subsidiary | 234,185,000 | [3] | |||||||||||||||||||
Sarbanes-Oxley Act Service Agreement | Equity Method Investee [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Service fee | 50,000 | ||||||||||||||||||||
Forecast | Sarbanes-Oxley Act Service Agreement | Equity Method Investee [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Service fee | $100,000 | ||||||||||||||||||||
[1] | Represents noncontrolling shareholders’ purchase of shares at the fair market value of the common stock on the date of recapitalization. | ||||||||||||||||||||
[2] | The approximately $11.0 million represents the 33,142 shares of subsidiary stock owned by noncontrolling shareholders purchased by the Company. The amount recorded to the value of Trust Shares within the consolidated statement of stockholders’ equity represents the difference between the amount by which NCI was adjusted based on the percentage change in NCI ownership as a result of the purchase and the fair value of the consideration paid in accordance with accounting standards applicable to changes in a parent’s ownership interest in a subsidiary. The amount recorded to NCI represents the difference between the consideration paid and the amount recorded to Holdings’ equity. | ||||||||||||||||||||
[3] | Refer to Footnote B to the consolidated financial statements. |
Related_Party_Transactions_Sch
Related Party Transactions - Schedule of Incurred Management Fees (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | $22,722 | $18,632 | $17,633 |
Management Service Agreement with CGM | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 22,722 | 18,632 | 17,633 |
Management Service Agreement with CGM | CamelBak | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 500 | 500 | 500 |
Management Service Agreement with CGM | Ergobaby | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 500 | 500 | 500 |
Management Service Agreement with CGM | FOX | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 0 | 308 | 500 |
Management Service Agreement with CGM | Liberty | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 500 | 500 | 500 |
Management Service Agreement with CGM | Advanced Circuits | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 500 | 500 | 500 |
Management Service Agreement with CGM | American Furniture | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 0 | 0 | 0 |
Management Service Agreement with CGM | Arnold Magnetics | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 500 | 500 | 375 |
Management Service Agreement with CGM | Clean Earth Holdings | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 125 | ||
Management Service Agreement with CGM | Sterno Candle Lamp | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 125 | ||
Management Service Agreement with CGM | Tridien | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 350 | 350 | 350 |
Management Service Agreement with CGM | Corporate | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | $19,622 | $15,474 | $14,408 |
Related_Party_Transactions_Sum
Related Party Transactions - Summary of Stockholders' Equity Impact Result of Amendment to Intercompany Loan Agreement (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |
Jun. 18, 2012 | Dec. 31, 2012 | ||
Related Party Transaction [Line Items] | |||
Recapitalization proceeds to existing shareholders | ($13,252,000) | [1] | |
Shares purchased from noncontrolling shareholders | -10,969,000 | [2] | -48,022,000 |
Recapitalization proceeds to option holders | -3,036,000 | [3] | |
Shares purchased by noncontrolling shareholders | 7,204,000 | [4] | |
Tax benefit on options | 4,954,000 | [5] | |
Distribution to noncontrolling shareholders related to FOX recapitalization | -15,099,000 | ||
Dividend recapitalization proceeds | 67,000,000 | ||
Amount of shares purchased from noncontrolling shareholders | 11,000,000 | ||
Number of shares purchased (in shares) | 33,142 | ||
Dividend recapitalization proceeds allocated to stock option holders | 67,000,000 | ||
Stockholders' Equity Attributable to Holdings | |||
Related Party Transaction [Line Items] | |||
Shares purchased from noncontrolling shareholders | -8,544,000 | [2] | |
Distribution to noncontrolling shareholders related to FOX recapitalization | -8,544,000 | ||
Non-Controlling Interest | |||
Related Party Transaction [Line Items] | |||
Recapitalization proceeds to existing shareholders | -13,252,000 | [1] | |
Shares purchased from noncontrolling shareholders | -2,425,000 | [2] | -48,022,000 |
Recapitalization proceeds to option holders | -3,036,000 | [3] | |
Shares purchased by noncontrolling shareholders | 7,204,000 | [4] | |
Tax benefit on options | 4,954,000 | [5] | |
Distribution to noncontrolling shareholders related to FOX recapitalization | ($6,555,000) | ||
[1] | Represents the portion of the dividend recapitalization proceeds of $67 million allocated to noncontrolling shareholders based on their pro rata share ownership of outstanding common stock of FOX. | ||
[2] | The approximately $11.0 million represents the 33,142 shares of subsidiary stock owned by noncontrolling shareholders purchased by the Company. The amount recorded to the value of Trust Shares within the consolidated statement of stockholders’ equity represents the difference between the amount by which NCI was adjusted based on the percentage change in NCI ownership as a result of the purchase and the fair value of the consideration paid in accordance with accounting standards applicable to changes in a parent’s ownership interest in a subsidiary. The amount recorded to NCI represents the difference between the consideration paid and the amount recorded to Holdings’ equity. | ||
[3] | Represents the portion of the dividend recapitalization proceeds of $67 million that stock option holders were allocated as a result of their pro rata share of ownership before the Company purchased the stock in (b)Â above. | ||
[4] | Represents noncontrolling shareholders’ purchase of shares at the fair market value of the common stock on the date of recapitalization. | ||
[5] | Represents the tax benefit on stock options exercised. |
Unaudited_Quarterly_Financial_2
Unaudited Quarterly Financial Data - Summary of Unaudited Quarterly Financial Data (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||||||
Jul. 10, 2014 | Nov. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 10, 2014 | Aug. 26, 2014 | Jun. 06, 2014 | |||||||
Selected Quarterly Financial Information [Line Items] | |||||||||||||||||||||||
Total revenues | $264,028,000 | [1] | $203,140,000 | [2] | $269,084,000 | [3] | $246,048,000 | $232,685,000 | [4] | $265,512,000 | [5] | $245,775,000 | [6] | $241,567,000 | $982,300,000 | $985,539,000 | $884,721,000 | ||||||
Gross profit | 72,725,000 | [1] | 62,050,000 | [2] | 82,542,000 | [3] | 76,352,000 | 69,629,000 | [4] | 82,472,000 | [5] | 77,357,000 | [6] | 76,373,000 | 293,669,000 | 305,831,000 | 278,854,000 | ||||||
Operating income | 6,082,000 | [1] | 9,720,000 | [2] | 21,761,000 | [3] | 18,095,000 | 2,306,000 | [4] | 89,105,000 | [5] | 14,673,000 | [6] | 16,822,000 | 55,658,000 | 122,906,000 | 53,817,000 | ||||||
Income (loss) from continuing operations | 8,933,000 | [1] | 262,530,000 | [2] | 12,319,000 | [3] | 7,373,000 | -5,062,000 | [4] | 78,296,000 | [5] | 1,956,000 | [6] | 3,626,000 | 291,155,000 | 78,816,000 | 5,753,000 | ||||||
Net income (loss) attributable to Holdings | 7,359,000 | [1] | 261,098,000 | [2] | 5,719,000 | [3] | 4,659,000 | -6,348,000 | [4] | 73,387,000 | [5] | -569,000 | [6] | 1,594,000 | 278,835,000 | 68,064,000 | -3,942,000 | ||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||||
Basic and fully income (loss) per share attributable to Holdings (in dollars per share) | $0.13 | [1] | $5.15 | [2] | $0.11 | [3] | $0.08 | ($0.47) | [4] | $1.52 | [5] | ($0.01) | [6] | $0.03 | |||||||||
Trust shares, issued (in shares) | 6,000,000 | 6,000,000 | |||||||||||||||||||||
Offering price (dollars per share) | $17.50 | ||||||||||||||||||||||
Proceeds from issuance of Trust shares | 99,900,000 | 99,868,000 | 0 | 0 | |||||||||||||||||||
Company's ownership interest after transaction | 41.00% | ||||||||||||||||||||||
Supplemental put liability | 61,300,000 | 61,300,000 | |||||||||||||||||||||
Gains (losses) on extinguishment of debt | -2,143,000 | -1,785,000 | 0 | ||||||||||||||||||||
Tridien | |||||||||||||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||||
Goodwill and indefinite-lived asset impairment expense | 12,000,000 | ||||||||||||||||||||||
Impairment loss, indefinite-lived intangible asset write-off | 900,000 | ||||||||||||||||||||||
2014 Credit Agreement | Loans Payable | |||||||||||||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||||
Letter of credit, aggregate face amount | 725,000,000 | 725,000,000 | |||||||||||||||||||||
Term Loan Facility | |||||||||||||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||||
Gains (losses) on extinguishment of debt | -1,800,000 | ||||||||||||||||||||||
Parent Company | |||||||||||||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||||
Consideration received from sale of stock | 65,500,000 | ||||||||||||||||||||||
Secondary Offering | |||||||||||||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||||
Consideration received from sale of stock | 84,400,000 | ||||||||||||||||||||||
Secondary Offering | Parent Company | |||||||||||||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||||
Number of shares to be sold by shareholders | 4,466,569 | 4,466,569 | |||||||||||||||||||||
Consideration received from sale of stock | 65,500,000 | ||||||||||||||||||||||
Sterno Candle Lamp | |||||||||||||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||||
Purchase price, net | 160,000,000 | 159,986,000 | |||||||||||||||||||||
Trust shares, issued (in shares) | 6,000,000 | ||||||||||||||||||||||
Offering price (dollars per share) | 17.5 | $17.50 | $17.50 | ||||||||||||||||||||
Proceeds from issuance of Trust shares | 99,900,000 | ||||||||||||||||||||||
Clean Earth Holdings | |||||||||||||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||||
Purchase price, net | $251,400,000 | $251,364,000 | |||||||||||||||||||||
[1] | During the three months ended December 31, 2014, the Company acquired SternoCandleLamp for a purchase price of approximately $160.0 million - refer to "Note C - Acquisition of Businesses". Additionally, the Company completed a secondary offering of 6,000,000 Trust Shares at an offering price of $17.50 per share, resulting in net proceeds of $99.9 million. | ||||||||||||||||||||||
[2] | During the three months ended September 30, 2014, the Company sold 4,466,569 shares of FOX common stock, and received net proceeds from the sale of approximately $65.5 million. As a result of the sale of the shares by the Company in the FOX Secondary Offering, the Company's ownership interest in FOX decreased to approximately 41%, which resulted in the deconsolidation of the FOX operating segment in the Company's consolidated financial statements effective as of the date of the FOX Secondary Offering - refer to "Note B - Summary of Significant Accounting Policies". Additionally, the Company closed on the acquisition of all the issued and outstanding capital stock of Clean Earth Holdings, Inc. for a purchase price of approximately $251.4 million - refer to "Note C- Acquisition of Businesses". | ||||||||||||||||||||||
[3] | During the three months ended June 30, 2014, the Company obtained a $725 million credit facility from a group of lenders - refer to "Note J - Debt". | ||||||||||||||||||||||
[4] | The three months ended December 31, 2013 includes an impairment loss of $12.0 million related to the goodwill and indefinite-lived intangible asset write off at the Company’s Tridien operating segment. Refer to "Note H - Goodwill and Other Intangible Assets" for a description of the impairment loss. | ||||||||||||||||||||||
[5] | The three months ended September 30, 2013 includes income of approximately $61.3 million related to the reversal of the Supplemental Put Liability as a result of the termination of the Supplemental Put Agreement on July 1, 2013. Refer to "Note B - Summary of Significant Accounting Policies" for a description of the termination of the Supplemental Put Agreement. | ||||||||||||||||||||||
[6] | The three months ended June 30, 2013 includes (i) an impairment loss of $0.9 million related to the indefinite-lived intangible asset write-off at the Company’s Tridien operating segment and (ii) a loss on debt extinguishment of $1.8 million related to an amendment to the Company’s 2011 Term Loan Facility. |
Schedule_II_Valuation_and_Qual
Schedule II - Valuation and Qualifying Accounts (Detail) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Allowance for Doubtful Accounts | ||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||
Balance at beginning of year | $3,424 | $3,049 | $2,420 | |||
Additions, Charge to costs and expense | 3,510 | 2,475 | 1,796 | |||
Other | 494 | [1] | 0 | [1] | 365 | [1] |
Deductions | 2,228 | 2,100 | 1,532 | |||
Balance at end of Year | 5,200 | 3,424 | 3,049 | |||
Valuation Allowance of Deferred Tax Assets | ||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||
Balance at beginning of year | 12,028 | 8,912 | 6,269 | |||
Additions, Charge to costs and expense | 388 | 3,116 | 1,293 | |||
Other | 248 | [1] | 0 | [1] | 1,350 | [1] |
Balance at end of Year | $12,664 | $12,028 | $8,912 | |||
[1] | Represents opening allowance balances related to current year acquisitions, and the ending allowance for FOX, which was deducted as a result of the deconsolidation of the FOX subsidiary during 2014 . |