Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 1-May-15 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Compass Diversified Holdings | |
Entity Central Index Key | 1345126 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 54,300,000 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
In Thousands, unless otherwise specified | ||||
Current assets: | ||||
Cash and cash equivalents | $20,450 | $23,703 | ||
Accounts receivable, less allowances of $5,044 at March 31, 2015 and $5,200 at December 31, 2014 | 153,511 | 157,535 | ||
Inventories | 114,166 | 111,214 | ||
Prepaid expenses and other current assets | 28,166 | 28,347 | ||
Total current assets | 316,293 | 320,799 | ||
Property, plant and equipment, net | 113,613 | [1] | 115,871 | [1] |
Equity method investment (refer to Note E) | 231,767 | 245,214 | ||
Goodwill | 351,496 | 359,180 | ||
Intangible assets, net | 477,217 | 487,220 | ||
Deferred debt issuance costs, less accumulated amortization of $1,731 at March 31, 2015 and $1,233 at December 31, 2014 | 10,699 | 11,197 | ||
Other non-current assets | 7,770 | 7,949 | ||
Total assets | 1,508,855 | 1,547,430 | ||
Current liabilities: | ||||
Accounts payable | 58,981 | 62,099 | ||
Accrued expenses | 49,610 | 63,378 | ||
Due to related party | 6,146 | 6,193 | ||
Current portion, long-term debt | 3,250 | 3,250 | ||
Other current liabilities | 6,044 | 6,311 | ||
Total current liabilities | 124,031 | 141,231 | ||
Deferred income taxes | 97,642 | 97,731 | ||
Long-term debt, less original issue discount | 504,177 | 485,547 | ||
Other non-current liabilities | 18,636 | 14,587 | ||
Total liabilities | 744,486 | 739,096 | ||
Stockholders’ equity | ||||
Trust shares, no par value, 500,000 authorized; 54,300 shares issued and outstanding at March 31, 2015 and December 31, 2014 | 825,321 | 825,321 | ||
Accumulated other comprehensive income (loss) | -2,692 | -2,542 | ||
Accumulated deficit | -99,798 | -55,348 | ||
Total stockholders’ equity attributable to Holdings | 722,831 | 767,431 | ||
Noncontrolling interest | 41,538 | 40,903 | ||
Total stockholders’ equity | 764,369 | 808,334 | ||
Total liabilities and stockholders’ equity | $1,508,855 | $1,547,430 | ||
[1] | {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOjlhNmJjZjdiYmIwOTQyYzNiOTA0NWJkNzIxY2MyNGM5fFRleHRTZWxlY3Rpb246NDQ4QTNCQzQ0MDIxODBDMUYxQjVDN0JEOUEzOEFBQTkM} |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $5,044 | $5,200 |
Deferred debt issuance costs, accumulated amortization | $1,731 | $1,233 |
Trust shares, par value | ||
Trust shares, authorized | 500,000,000 | 500,000,000 |
Trust shares, issued | 54,300,000 | 54,300,000 |
Trust shares, outstanding | 54,300,000 | 54,300,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Net sales | $222,142 | $246,048 |
Sales Revenue, Services, Net | 35,129 | 0 |
Revenue, Net | 257,271 | 246,048 |
Cost of sales | 157,532 | 169,696 |
Cost of Services | 27,823 | 0 |
Gross profit | 71,916 | 76,352 |
Operating expenses: | ||
Selling, general and administrative expense | 44,028 | 46,173 |
Management fees | 6,858 | 4,735 |
Amortization expense | 10,013 | 7,349 |
Impairment expense | 8,907 | 0 |
Operating income | 2,110 | 18,095 |
Other income (expense): | ||
Interest expense, net | -9,718 | -4,572 |
Amortization of debt issuance costs | -545 | -570 |
Loss on equity method investment | -13,447 | 0 |
Other income (expense), net | -307 | 184 |
Income (loss) before income taxes | -21,907 | 13,137 |
Provision for income taxes | 3,380 | 5,764 |
Net income (loss) | -25,287 | 7,373 |
Less: Net income (loss) attributable to noncontrolling interest | -385 | 2,714 |
Net income (loss) attributable to Holdings | ($24,902) | $4,659 |
Basic and fully diluted income (loss) per share attributable to Holdings (refer to Note J) (usd per share) | ($0.47) | $0.08 |
Weighted average number of shares of trust stock outstanding – basic and fully diluted (in shares) | 54,300 | 48,300 |
Cash distributions declared per share (refer to Note J) (usd per share) | $0.36 | $0.36 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | ($25,287) | $7,373 |
Other comprehensive income (loss) | ||
Foreign currency translation and other | -150 | -9 |
Total comprehensive income (loss), net of tax | ($25,437) | $7,364 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement of Stockholders' Equity (USD $) | Total | Common Stock | Accumulated Deficit [Member] | Accum. Other Comprehensive Income (Loss) [Member] | Stockholders' Equity Attributable to Holdings [Member] | Non-Controlling Interest [Member] |
In Thousands | ||||||
Beginning balance at Dec. 31, 2014 | $808,334 | $825,321 | ($55,348) | ($2,542) | $767,431 | $40,903 |
Beginning balance, shares at Dec. 31, 2014 | 54,300 | |||||
Net income (loss) | -25,287 | -24,902 | -24,902 | -385 | ||
Other comprehensive loss - foreign currency translation and other | -150 | -150 | -150 | |||
Option activity attributable to noncontrolling shareholders | 1,020 | 1,020 | ||||
Distributions paid | -19,548 | -19,548 | -19,548 | |||
Ending balance at Mar. 31, 2015 | $764,369 | $825,321 | ($99,798) | ($2,692) | $722,831 | $41,538 |
Ending balance, shares at Mar. 31, 2015 | 54,300 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net income (loss) | ($25,287) | $7,373 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation expense | 6,522 | 4,636 |
Amortization expense | 10,013 | 7,349 |
Impairment expense | 8,907 | 0 |
Amortization of debt issuance costs and original issue discount | 713 | 864 |
Unrealized (gain) loss on interest rate swap | 4,314 | 92 |
Noncontrolling stockholder stock based compensation | 1,024 | 1,365 |
Loss on equity method investment | 13,447 | 0 |
Excess tax benefit from subsidiary stock options exercised | 0 | -1,061 |
Deferred taxes | -806 | -594 |
Other | 427 | -53 |
Changes in operating assets and liabilities, net of acquisition: | ||
Decrease (increase) in accounts receivable | 5,370 | -15,652 |
Increase in inventories | -2,952 | -7,063 |
Decrease (increase) in prepaid expenses and other current assets | 115 | -3,274 |
Decrease in accounts payable and accrued expenses | -18,520 | -22 |
Net cash provided by (used in) operating activities | 3,287 | -6,040 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | 0 | -42,297 |
Purchases of property and equipment | -4,790 | -3,631 |
Payment of interest rate swap | -495 | -495 |
Other investing activities | 125 | 7 |
Net cash used in investing activities | -5,160 | -46,416 |
Cash flows from financing activities: | ||
Borrowings under credit facility | 35,500 | 59,000 |
Repayments under credit facility | -17,038 | -17,713 |
Distributions paid | -19,548 | -17,388 |
Net proceeds provided by noncontrolling shareholders | 0 | 1,156 |
Debt issuance costs | 0 | -278 |
Excess tax benefit from subsidiary stock options exercised | 0 | 1,061 |
Other | -227 | 0 |
Net cash (used in) provided by financing activities | -1,313 | 25,838 |
Foreign currency impact on cash | -67 | 11 |
Net decrease in cash and cash equivalents | -3,253 | -26,607 |
Cash and cash equivalents — beginning of period | 23,703 | 113,229 |
Cash and cash equivalents — end of period | $20,450 | $86,622 |
Organization_and_Business_Oper
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2015 | |
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” or "Holdings"), was incorporated in Delaware on November 18, 2005. Compass Group Diversified Holdings, LLC, a Delaware limited liability company (the “Company” or "CODI"), 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. The 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 reportable operating segments, at March 31, 2015. The segments are as follows: CamelBak Acquisition Corp. (“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”). Refer to Note D 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”). |
Presentation_and_Principles_of
Presentation and Principles of Consolidation | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Presentation and Principles of Consolidation | Presentation and Principles of Consolidation |
The condensed consolidated financial statements for the three month periods ended March 31, 2015 and March 31, 2014, are unaudited, and in the opinion of management, contain all adjustments necessary for a fair presentation of the condensed consolidated financial statements. Such adjustments consist solely of normal recurring items. Interim results are not necessarily indicative of results for a full year or any subsequent interim period. The condensed consolidated financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and presented as permitted by Form 10-Q and do not contain certain information included in the annual consolidated financial statements and accompanying notes of the Company. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. | |
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 reduced levels of construction and development activity in the Northeastern United States. | |
Consolidation | |
The condensed consolidated financial statements include the accounts of Holdings and all majority owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The results of operations of FOX are included in the Company's historical condensed consolidated results of operations through July 10, 2014, the date on which our investment in FOX fell below 50% and the FOX entity was deconsolidated. | |
Recently Adopted 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 was effective for the Company on January 1, 2015. 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. | |
Recently Issued Accounting Pronouncements | |
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. | |
In April 2015, the FASB issued an accounting standard update intended to simplify the presentation of debt issuance costs in the balance sheet. The new guidance requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and footnote disclosures. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Accordingly, the standard is effective for the Company on January 1, 2016. |
Acquisition
Acquisition | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Business Combinations [Abstract] | |||||||
Acquisitions | Acquisitions | ||||||
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 and Littlejohn Fund III, L.P., 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 holds the largest market share in the contaminated materials and dredged material management market and 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. 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 was 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 is payable quarterly as services are rendered beginning in the quarter ended 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 recording of assets acquired and liabilities assumed as of the acquisition date. | |||||||
Clean Earth | |||||||
(in thousands) | |||||||
Amounts recognized as of the acquisition date | |||||||
Assets: | |||||||
Cash | $ | 3,683 | |||||
Accounts receivable (1) | 41,821 | ||||||
Property, plant and equipment (2) | 43,437 | ||||||
Intangible assets | 135,939 | ||||||
Goodwill | 109,738 | ||||||
Other current and noncurrent assets | 8,697 | ||||||
Total assets | $ | 343,315 | |||||
Liabilities and noncontrolling interest: | |||||||
Current liabilities | $ | 27,205 | |||||
Other liabilities | 149,760 | ||||||
Deferred tax liabilities | 61,299 | ||||||
Noncontrolling interest | 2,275 | ||||||
Total liabilities and noncontrolling interest | $ | 240,539 | |||||
Net assets acquired | $ | 102,776 | |||||
Noncontrolling interest | 2,275 | ||||||
Intercompany loans to business | 148,248 | ||||||
$ | 253,299 | ||||||
Acquisition Consideration | |||||||
Purchase price | $ | 243,000 | |||||
Working capital adjustment | 6,616 | ||||||
Cash | 3,683 | ||||||
Total purchase consideration | $ | 253,299 | |||||
Less: Transaction costs | 1,935 | ||||||
Purchase price, net | $ | 251,364 | |||||
-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 during the year ended December 31, 2014 which was included in selling, general and administrative expense in the consolidated statements of income in 2014. The goodwill of $109.7 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 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., 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 Sternocandlelamp Holdings, Inc. 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 food service 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. 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 is 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 recording of assets acquired and liabilities assumed as of the acquisition date. | |||||||
SternoCandleLamp | |||||||
(in thousands) | |||||||
Amounts recognized as of the acquisition date | |||||||
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 | ||||||
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 | |||||
(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 during the year ended December 31, 2014, which was included in selling, general and administrative expense in the consolidated statements of income during that period. 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 recorded in connection with the SternoCandleLamp acquisition are as follows (in thousands): | |||||||
Intangible assets | Amount | Estimated Useful Life | |||||
Customer relationships | $ | 60,140 | 10 years | ||||
Trade name | 30,810 | Indefinite | |||||
$ | 90,950 | ||||||
Unaudited pro forma information | |||||||
The following unaudited pro forma data for the three months ended March 31, 2014 gives effect to the acquisition of Clean Earth and SternoCandleLamp, as described above, as if the acquisition had been completed as of January 1, 2014. 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. | |||||||
(in thousands) | Three Months Ended | ||||||
March 31, 2014 | |||||||
Net sales | $ | 306,667 | |||||
Operating income | 18,107 | ||||||
Net income | 5,851 | ||||||
Net income attributable to Holdings | 3,148 | ||||||
Basic and fully diluted net income per share attributable to Holdings | $ | 0.05 | |||||
Other acquisitions | |||||||
Clean Earth | |||||||
On December 15, 2014, the Company's Clean Earth subsidiary completed the acquisitions of American Environmental Services, Inc. ("AES") for a purchase price of approximately $16.6 million. AES provides environmental services, managing hazardous and nonhazardous 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. The purchase price of AES was allocated to the assets acquired and liabilities assumed based on the estimated fair value as of December 15, 2014, with the excess purchase price allocated to goodwill. | |||||||
FOX | |||||||
On March 31, 2014, the Company’s majority owned subsidiary, FOX, acquired certain assets and assumed certain liabilities of Sport Truck USA, Inc. (“Sport Truck”) a privately held global distributor, primarily 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, which is subject to certain working capital adjustments in accordance with the asset purchase agreement. The purchase price of Sport Truck was allocated to the assets acquired and liabilities assumed based on their estimated respective fair values as of March 31, 2014 with the excess purchase price allocated to goodwill. | |||||||
The net assets acquired in the Sport Truck acquisition were included in the balance of FOX that were deconsolidated as a result of the Company's ownership interest in FOX falling to 41% on July 10, 2014. |
Operating_Segment_Data
Operating Segment Data | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||||||
Operating Segment Data | Operating Segment Data | |||||||||||||||||||||||
At March 31, 2015, 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 and services 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 is a premier designer, marketer and distributor of wearable baby carriers and related baby wearing products, as well as infant travel systems (strollers, car seats and accessories). Ergobaby offers a broad range of wearable baby carriers, infant 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, car seats and accessories). Ergobaby is headquartered in Los Angeles, California. | |||||||||||||||||||||||
• | 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 leading 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, Arnold 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 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. Clean Earth is headquartered in Hatboro, 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 leading 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 results of 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 deconsolidated and became an equity method investment. The results of operations of FOX are included in the disaggregated and other financial data presented for the three months ended March 31, 2014. | ||||||||||||||||||||||||
Segment profit is determined based on internal performance measures used by the Chief Executive Officer to assess the performance of each business. 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 three months ended March 31, 2015 and 2014 is presented below (in thousands): | ||||||||||||||||||||||||
Net sales of operating segments | Three months ended March 31, | |||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||
CamelBak | $ | 36,922 | $ | 38,770 | ||||||||||||||||||||
Ergobaby | 20,668 | 19,572 | ||||||||||||||||||||||
FOX | — | 56,108 | ||||||||||||||||||||||
Liberty | 25,853 | 28,895 | ||||||||||||||||||||||
ACI | 21,418 | 20,862 | ||||||||||||||||||||||
American Furniture | 40,925 | 34,840 | ||||||||||||||||||||||
Arnold Magnetics | 31,188 | 30,679 | ||||||||||||||||||||||
Clean Earth | 35,129 | — | ||||||||||||||||||||||
SternoCandleLamp | 28,604 | — | ||||||||||||||||||||||
Tridien | 16,564 | 16,322 | ||||||||||||||||||||||
Total | 257,271 | 246,048 | ||||||||||||||||||||||
Reconciliation of segment revenues to consolidated revenues: | ||||||||||||||||||||||||
Corporate and other | — | — | ||||||||||||||||||||||
Total consolidated revenues | $ | 257,271 | $ | 246,048 | ||||||||||||||||||||
International Revenues | Three months ended March 31, | |||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||
CamelBak | $ | 9,722 | $ | 10,191 | ||||||||||||||||||||
Ergobaby | 10,956 | 11,105 | ||||||||||||||||||||||
FOX | — | 32,075 | ||||||||||||||||||||||
Arnold Magnetics | 12,369 | 14,268 | ||||||||||||||||||||||
$ | 33,047 | $ | 67,639 | |||||||||||||||||||||
Profit (loss) of operating segments (1) | Three months ended March 31, | |||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||
CamelBak | $ | 4,351 | $ | 5,855 | ||||||||||||||||||||
Ergobaby | 5,406 | 4,330 | ||||||||||||||||||||||
FOX | — | 4,747 | ||||||||||||||||||||||
Liberty | 1,404 | 1,710 | ||||||||||||||||||||||
ACI | 5,721 | 5,402 | ||||||||||||||||||||||
American Furniture | 1,676 | 1,120 | ||||||||||||||||||||||
Arnold Magnetics | 1,754 | 1,424 | ||||||||||||||||||||||
Clean Earth | (1,554 | ) | — | |||||||||||||||||||||
SternoCandleLamp | 1,656 | — | ||||||||||||||||||||||
Tridien | (8,692 | ) | 635 | |||||||||||||||||||||
Total | 11,722 | 25,223 | ||||||||||||||||||||||
Reconciliation of segment profit to consolidated income (loss) before income taxes: | ||||||||||||||||||||||||
Interest expense, net | (9,718 | ) | (4,572 | ) | ||||||||||||||||||||
Other income (loss), net | (307 | ) | 184 | |||||||||||||||||||||
Loss on equity method investment | (13,447 | ) | — | |||||||||||||||||||||
Corporate and other (2) | (10,157 | ) | (7,698 | ) | ||||||||||||||||||||
Total consolidated income (loss) before income taxes | $ | (21,907 | ) | $ | 13,137 | |||||||||||||||||||
(1) | Segment profit (loss) represents operating income (loss). | |||||||||||||||||||||||
(2) | Primarily relates to management fees expensed and payable to CGM and corporate overhead expenses during 2015 and 2014. | |||||||||||||||||||||||
Accounts receivable | 31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||||
CamelBak | $ | 25,311 | $ | 23,346 | ||||||||||||||||||||
Ergobaby | 10,688 | 9,671 | ||||||||||||||||||||||
Liberty | 15,003 | 11,376 | ||||||||||||||||||||||
ACI | 6,166 | 5,730 | ||||||||||||||||||||||
American Furniture | 19,196 | 16,641 | ||||||||||||||||||||||
Arnold Magnetics | 17,882 | 15,664 | ||||||||||||||||||||||
Clean Earth | 40,251 | 52,059 | ||||||||||||||||||||||
SternoCandleLamp | 15,776 | 21,113 | ||||||||||||||||||||||
Tridien | 8,282 | 7,135 | ||||||||||||||||||||||
Total | 158,555 | 162,735 | ||||||||||||||||||||||
Reconciliation of segment to consolidated totals: | ||||||||||||||||||||||||
Corporate and other | — | — | ||||||||||||||||||||||
Total | 158,555 | 162,735 | ||||||||||||||||||||||
Allowance for doubtful accounts | (5,044 | ) | (5,200 | ) | ||||||||||||||||||||
Total consolidated net accounts receivable | $ | 153,511 | $ | 157,535 | ||||||||||||||||||||
Goodwill | Goodwill | Identifiable | Identifiable | Depreciation and Amortization | ||||||||||||||||||||
March 31, | Dec. 31, | Assets | Assets | Expense | ||||||||||||||||||||
March 31, | Dec. 31, | Three months ended March 31, | ||||||||||||||||||||||
2015 | 2014 | 2015 (1) | 2014 (1) | 2015 | 2014 | |||||||||||||||||||
Goodwill and identifiable assets of operating segments | ||||||||||||||||||||||||
CamelBak | $ | 5,546 | $ | 5,546 | $ | 207,894 | $ | 207,831 | $ | 3,108 | $ | 3,374 | ||||||||||||
Ergobaby | 41,664 | 41,664 | 66,066 | 65,309 | 850 | 949 | ||||||||||||||||||
FOX | — | — | — | — | — | 2,038 | ||||||||||||||||||
Liberty | 32,828 | 32,828 | 29,510 | 34,139 | 1,592 | 1,524 | ||||||||||||||||||
ACI | 57,615 | 57,615 | 18,441 | 19,334 | 757 | 1,280 | ||||||||||||||||||
American Furniture | — | — | 28,649 | 27,810 | 56 | 59 | ||||||||||||||||||
Arnold Magnetics | 51,767 | 51,767 | 76,239 | 77,610 | 2,194 | 2,098 | ||||||||||||||||||
Clean Earth | 111,856 | 110,633 | 194,903 | 203,938 | 5,392 | — | ||||||||||||||||||
SternoCandleLamp | 33,716 | 33,716 | 128,146 | 126,302 | 1,464 | — | ||||||||||||||||||
Tridien | 7,855 | 16,762 | 14,885 | 14,844 | 619 | 663 | ||||||||||||||||||
Total | 342,847 | 350,531 | 764,733 | 777,117 | 16,032 | 11,985 | ||||||||||||||||||
Reconciliation of segment to consolidated total: | ||||||||||||||||||||||||
Corporate and other identifiable assets | — | — | 239,115 | 253,599 | 503 | — | ||||||||||||||||||
Amortization of debt issuance costs and original issue discount | — | — | — | — | 713 | 864 | ||||||||||||||||||
Goodwill carried at Corporate level (2) | 8,649 | 8,649 | — | — | — | — | ||||||||||||||||||
Total | $ | 351,496 | $ | 359,180 | $ | 1,003,848 | $ | 1,030,716 | $ | 17,248 | $ | 12,849 | ||||||||||||
(1) | Does not include accounts receivable balances per schedule above. | |||||||||||||||||||||||
(2) | Represents goodwill resulting from purchase accounting adjustments not “pushed down” to the ACI segment. This amount is allocated back to the respective segments for purposes of goodwill impairment testing. |
Equity_Method_Investment
Equity Method Investment | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Equity [Abstract] | |||||||||
Equity Method Investment | Equity Method Investment | ||||||||
Investment in FOX | |||||||||
FOX is a designer, manufacturer and marketer of high-performance suspension products used primarily on mountain bikes, side-by-side vehicles, on-road vehicles with off-road capabilities, off-road vehicles and trucks, all-terrain vehicles, or ATVs, snowmobiles, specialty vehicles and applications, and motorcycles. FOX’s products offer innovative design, performance, durability and reliability that enhance ride dynamics by improving performance and control. FOX is headquartered in Scotts Valley, California. In July 2014, FOX, a former majority owned subsidiary of the Company that is publicly traded on the NASDAQ Stock Market under the ticker “FOXF,” used a registration statement on Form S-1 under the Securities Act filed with the Securities and Exchange Commission (the "SEC") for a public offering of its common stock (the "FOX Secondary Offering"). CODI sold 4,466,569 shares of FOX common stock in connection with the FOX Secondary Offering. 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. Subsequent to the sale of the shares of FOX common stock by the Company, 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 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. The equity method investment in FOX had a fair value of $231.8 million on March 31, 2015 based on the closing price of FOX shares on that date. The Company recognized a loss of $13.4 million for the quarter ended March 31, 2015 due to a decrease in the fair value of the FOX investment during the quarter. | |||||||||
The condensed balance sheet information and results of operations of the Company's FOX investment are summarized below (in thousands): | |||||||||
Condensed Balance Sheet information | |||||||||
31-Mar-15 | 31-Dec-14 | ||||||||
Current assets | $ | 120,853 | $ | 112,609 | |||||
Non-current assets | 144,334 | 145,828 | |||||||
$ | 265,187 | $ | 258,437 | ||||||
Current liabilities | $ | 70,324 | $ | 60,825 | |||||
Non-current liabilities | 67,729 | 68,806 | |||||||
Stockholders' equity | 127,134 | 128,806 | |||||||
$ | 265,187 | $ | 258,437 | ||||||
Condensed Results of Operations (1) | |||||||||
Three months ended March 31, 2015 | |||||||||
Net revenue | $ | 67,788 | |||||||
Gross profit | 18,783 | ||||||||
Operating income | 1,539 | ||||||||
Net income | $ | 770 | |||||||
(1) | The results of operations for FOX for the period from January 1, 2014 to March 31, 2014 are included in the results of operations of the Company in the accompanying condensed consolidation statements of income as FOX did not become accounted for as an equity method investment until July 10, 2014, the date that the Company's ceased holding a majority ownership interest in FOX. |
Property_Plant_and_Equipment_a
Property, Plant and Equipment and Inventory | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment and Inventory | Property, Plant and Equipment and Inventory | |||||||
Property, plant and equipment | ||||||||
Property, plant and equipment is comprised of the following at March 31, 2015 and December 31, 2014 (in thousands): | ||||||||
31-Mar-15 | 31-Dec-14 | |||||||
Machinery and equipment | $ | 132,940 | $ | 127,035 | ||||
Office furniture, computers and software | 13,454 | 12,322 | ||||||
Leasehold improvements | 9,447 | 10,419 | ||||||
Buildings and land | 23,463 | 25,271 | ||||||
179,304 | 175,047 | |||||||
Less: accumulated depreciation | (65,691 | ) | (59,176 | ) | ||||
Total | $ | 113,613 | $ | 115,871 | ||||
Depreciation expense was $6.5 million and $4.6 million for the three months ended March 31, 2015 and March 31, 2014, respectively. | ||||||||
Inventory | ||||||||
Inventory is comprised of the following at March 31, 2015 and December 31, 2014 (in thousands): | ||||||||
31-Mar-15 | 31-Dec-14 | |||||||
Raw materials and supplies | $ | 46,742 | $ | 49,727 | ||||
Work-in-process | 12,262 | 10,632 | ||||||
Finished goods | 63,412 | 59,442 | ||||||
Less: obsolescence reserve | (8,250 | ) | (8,587 | ) | ||||
Total | $ | 114,166 | $ | 111,214 | ||||
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets | |||||||||
As a result of acquisitions in prior years, the Company has significant intangible assets on its balance sheet that include goodwill and indefinite-lived intangibles (primarily trade names). Goodwill represents the difference between purchase cost and the fair value of net assets acquired in business acquisitions. Indefinite lived intangible assets 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. The Company’s goodwill and indefinite-lived intangibles are tested and reviewed for impairment annually as of March 31st or more frequently if facts and circumstances warrant 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 comprises three reporting units. | ||||||||||
Goodwill | ||||||||||
2015 Interim goodwill impairment testing | ||||||||||
In January 2015, one of Tridien's largest customer's informed the company that they would not renew their existing 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 were significant enough to trigger an interim goodwill and indefinite-lived intangible asset impairment analysis. The result of the first step of the impairment test indicated that the fair value of Tridien was less than its carrying value; therefore, it was necessary to perform the second step of the impairment test. The Company estimated the fair value of the Tridien reporting unit using a weighted average of an income and market approach. The income approach was based on the present value of expected future cash flows, including terminal value, utilizing a market-based weighted average cost of capital ("WACC") of 15.7%. The market approach was based on earnings multiple data and guideline public companies. Based on the second step of the impairment test, the Company concluded on a preliminary basis that the implied fair value of goodwill for Tridien was less than its carrying amount, resulting in impairment of the carrying amount of Tridien's goodwill of $8.9 million as of January 31, 2015. The Company expects to complete the interim goodwill impairment testing of Tridien during the three months ended June 30, 2015. | ||||||||||
2015 Annual goodwill impairment testing | ||||||||||
The Company uses a qualitative approach to test goodwill for impairment by first assessing qualitative factors to determine whether it is more-likely than-not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step evaluation including, in part, the macroeconomic environment, industry and market specific conditions, financial performance, operating costs and cost impacts, as well as issues or events specific to the reporting unit. The Company is currently in the process of evaluating the qualitative factors of each reporting unit to determine if the fair values of the reporting units exceed their respective carrying values for the 2015 annual goodwill impairment testing. The Company determined that Liberty and two of Arnold’s three reporting units, Precision Magnets and Assemblies ("PMAG") and Flexible Magnets ("Flexmag"), required further quantitative testing (Step 1) since the Company could not conclude that the fair value of the Liberty and the two Arnold reporting units exceeded their carrying values based solely on qualitative factors. | ||||||||||
A reconciliation of the change in the carrying value of goodwill for the three months ended March 31, 2015 and the year ended December 31, 2014, is as follows (in thousands): | ||||||||||
Three months ended March 31, 2015 | Year ended | |||||||||
December 31, 2014 | ||||||||||
Beginning balance: | ||||||||||
Goodwill | $ | 412,083 | $ | 299,514 | ||||||
Accumulated impairment losses | (52,903 | ) | (52,903 | ) | ||||||
359,180 | 246,611 | |||||||||
Impairment losses (1) | (8,907 | ) | — | |||||||
Acquisition of businesses (2) | — | 157,864 | ||||||||
Adjustments to purchase accounting (3) | 1,223 | — | ||||||||
Deconsolidation of subsidiary (4) | — | (45,295 | ) | |||||||
Total adjustments | (7,684 | ) | 112,569 | |||||||
Ending balance: | ||||||||||
Goodwill | 413,306 | 412,083 | ||||||||
Accumulated impairment losses | (61,810 | ) | (52,903 | ) | ||||||
$ | 351,496 | $ | 359,180 | |||||||
(1) | Impairment loss relates to the impairment of the Tridien goodwill during the quarter ended March 31, 2015. | |||||||||
(2) | Acquisition of businesses relates to the acquisition of Clean Earth in August 2014, SternoCandleLamp in October 2014 and the add-on acquisition of Sport Truck by FOX in March 2014. The $12.0 million of goodwill from the Sport Truck acquisition is included in the amount of $45.3 million that was deconsolidated during the year ended December 31, 2014. | |||||||||
(3) | The $1.2 million in purchase accounting adjustments relate to adjustments made to the final purchase price allocation for Clean Earth during the first quarter of 2015 to record deferred tax amounts based on the state tax rate in effect for the state in which each of the intangible assets is utilized ($1.0 million), and adjustments to the purchase price allocation of AES during the first quarter of 2015 ($0.2 million). | |||||||||
(4) | 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 July 10, 2014. | |||||||||
Other intangible assets | ||||||||||
2015 Annual indefinite lived impairment testing | ||||||||||
The Company uses a qualitative approach to test indefinite lived intangible assets for impairment by first assessing qualitative factors to determine whether it is more-likely-than-not that the fair value of an indefinite lived intangible asset is impaired as a basis for determining whether it is necessary to perform quantitative impairment testing. The Company is currently in the process of evaluating the qualitative factors of each reporting unit that maintains indefinite lived intangible assets in connection with the annual impairment testing for 2015. Preliminary results of the qualitative analysis indicate that the carrying value of the Company’s indefinite lived intangible assets did not exceed their fair value. The Company expects to conclude on the indefinite-lived intangible asset impairment testing during the second quarter of 2015. | ||||||||||
Other intangible assets are comprised of the following at March 31, 2015 and December 31, 2014 (in thousands): | ||||||||||
31-Mar-15 | December 31, | Weighted | ||||||||
2014 | Average | |||||||||
Useful Lives | ||||||||||
Customer relationships | $ | 266,976 | $ | 266,976 | 12 | |||||
Technology and patents | 56,731 | 56,731 | 8 | |||||||
Trade names, subject to amortization (1) | 24,722 | 7,595 | 17 | |||||||
Licensing and non-compete agreements | 7,856 | 7,856 | 5 | |||||||
Permits and airspace | 98,406 | 98,406 | 13 | |||||||
Distributor relations and other | 606 | 606 | 5 | |||||||
455,297 | 438,170 | |||||||||
Accumulated amortization: | ||||||||||
Customer relationships | (81,886 | ) | (75,813 | ) | ||||||
Technology and patents | (28,570 | ) | (26,906 | ) | ||||||
Trade names, subject to amortization | (3,505 | ) | (3,763 | ) | ||||||
Licensing and non-compete agreements | (7,603 | ) | (7,499 | ) | ||||||
Permits and airspace | (5,535 | ) | (3,104 | ) | ||||||
Distributor relations and other | (606 | ) | (606 | ) | ||||||
Total accumulated amortization | (127,705 | ) | (117,691 | ) | ||||||
Trade names, not subject to amortization (1) | 149,625 | 166,741 | ||||||||
Total intangibles, net | $ | 477,217 | $ | 487,220 | ||||||
(1) The trade name for Clean Earth was determined to be subject to amortization, resulting in a reclass from trade names not subject to amortization during the first quarter of 2015 as part of the finalization of the purchase price allocation for Clean Earth. | ||||||||||
Amortization expense related to intangible assets was $10.0 million and $7.3 million for the three months ended March 31, 2015 and 2014, respectively. Estimated charges to amortization expense of intangible assets over the next five years, is as follows (in thousands): | ||||||||||
April 1, 2015 through Dec. 31, 2015 | $ | 30,442 | ||||||||
2016 | 38,368 | |||||||||
2017 | 35,451 | |||||||||
2018 | 32,974 | |||||||||
2019 | 31,556 | |||||||||
$ | 168,791 | |||||||||
Debt
Debt | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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 Facility 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 0.50% (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 syndicate 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 the 2011 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 2011 Term 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 2.50% to 3.50%, 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. | ||||||||
Availability under the 2014 Revolving Credit Facility was approximately $206.6 million at March 31, 2015. Letters of credit outstanding at March 31, 2015 totaled approximately $4.4 million. At March 31, 2015, the Company was in compliance with all covenants as defined in the 2014 Credit Facility. | ||||||||
The following table provides the Company’s debt holdings at March 31, 2015 and December 31, 2014 (in thousands): | ||||||||
31-Mar-15 | 31-Dec-14 | |||||||
Revolving Credit Facility | $ | 189,000 | $ | 169,725 | ||||
Term Loan | 322,563 | 323,375 | ||||||
Original issue discount | (4,136 | ) | (4,303 | ) | ||||
Total debt | $ | 507,427 | $ | 488,797 | ||||
Less: Current portion, term loan facilities | (3,250 | ) | (3,250 | ) | ||||
Long term debt | $ | 504,177 | $ | 485,547 | ||||
Debt_Presentation_Notes
Debt Presentation (Notes) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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 Facility 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 0.50% (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 syndicate 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 the 2011 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 2011 Term 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 2.50% to 3.50%, 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. | ||||||||
Availability under the 2014 Revolving Credit Facility was approximately $206.6 million at March 31, 2015. Letters of credit outstanding at March 31, 2015 totaled approximately $4.4 million. At March 31, 2015, the Company was in compliance with all covenants as defined in the 2014 Credit Facility. | ||||||||
The following table provides the Company’s debt holdings at March 31, 2015 and December 31, 2014 (in thousands): | ||||||||
31-Mar-15 | 31-Dec-14 | |||||||
Revolving Credit Facility | $ | 189,000 | $ | 169,725 | ||||
Term Loan | 322,563 | 323,375 | ||||||
Original issue discount | (4,136 | ) | (4,303 | ) | ||||
Total debt | $ | 507,427 | $ | 488,797 | ||||
Less: Current portion, term loan facilities | (3,250 | ) | (3,250 | ) | ||||
Long term debt | $ | 504,177 | $ | 485,547 | ||||
Derivative_Instruments_and_Hed
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities |
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 the 2014 Term Loan. The agreement requires the Company to pay interest on the notional amount at the rate of 2.97% in exchange for the three-month LIBOR rate. At March 31, 2015 and December 31, 2014, this Swap had a fair value loss of $11.6 million and $7.4 million, respectively, principally reflecting the present value of future payments and receipts under the agreement. | |
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, 2014 through March 31, 2016. The 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 March 31, 2015 and December 31, 2014, the Swap had a fair value loss of $2.0 million and $2.5 million, respectively. | |
At March 31, 2015 the Company's interest rate swaps had a fair value loss of $13.6 million, of which $2.0 million was included in current liabilities and $11.6 million was included in other non-current liabilities in the condensed consolidated balance sheet, with its periodic mark-to-market value reflected as a component of interest expense. | |
The Company did not elect hedge accounting for the above derivative transactions and as a result, periodic mark-to-market changes in fair value are reflected as a component of interest expense in the consolidated statement of operations. |
Fair_Value_Measurement
Fair Value Measurement | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
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 at March 31, 2015 and December 31, 2014 (in thousands): | ||||||||||||||||||||
Fair Value Measurements at March 31, 2015 | ||||||||||||||||||||
Carrying | Level 1 | Level 2 | Level 3 | |||||||||||||||||
Value | ||||||||||||||||||||
Assets: | ||||||||||||||||||||
Equity method investment - FOX | $ | 231,767 | $ | 231,767 | $ | — | $ | — | ||||||||||||
Liabilities: | ||||||||||||||||||||
Call option of noncontrolling shareholder (1) | (25 | ) | — | — | (25 | ) | ||||||||||||||
Put option of noncontrolling shareholders (2) | (50 | ) | — | — | (50 | ) | ||||||||||||||
Interest rate swaps | (13,648 | ) | — | (13,648 | ) | — | ||||||||||||||
Total recorded at fair value | $ | 218,044 | $ | 231,767 | $ | (13,648 | ) | $ | (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 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 | ) | ||||||||||
Reconciliations of the change in the carrying value of the Level 3 fair value measurements from January 1, 2015 through March 31, 2015 and from January 1, 2014 through March 31, 2014 are as follows (in thousands): | ||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||
Balance at January 1 | $ | (75 | ) | $ | (75 | ) | ||||||||||||||
Contingent consideration - Sport Truck (1) | — | (19,035 | ) | |||||||||||||||||
Balance at March 31 | $ | (75 | ) | $ | (19,110 | ) | ||||||||||||||
(1) | 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 July 10, 2014. | |||||||||||||||||||
Valuation Techniques | ||||||||||||||||||||
The Company has not changed its valuation techniques in measuring the fair value of any of its other financial assets and liabilities during the period. For details of the Company’s fair value measurement policies under the fair value hierarchy, refer to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. | ||||||||||||||||||||
2014 Term Loan | ||||||||||||||||||||
At March 31, 2015, the carrying value of the principal under the Company’s outstanding 2014 Term Loan, including the current portion, was $322.6 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 based on quoted market prices for similar debt issues and is, therefore, classified as Level 2 in the fair value hierarchy. | ||||||||||||||||||||
Nonrecurring Fair Value Measurements | ||||||||||||||||||||
The following table provides the assets carried at fair value measured on a non-recurring basis as of March 31, 2015. There were no assets carried at fair value measured on a non-recurring basis as of December 31, 2014. | ||||||||||||||||||||
Expense | ||||||||||||||||||||
Fair Value Measurements at March 31, 2015 | Three months ended | |||||||||||||||||||
(in thousands) | Carrying | Level 1 | Level 2 | Level 3 | 31-Mar-15 | |||||||||||||||
Value | ||||||||||||||||||||
Goodwill (1) | $ | 7,855 | $ | — | $ | — | $ | 7,855 | $ | 8,907 | ||||||||||
(1) Represents the fair value of the goodwill at the Tridien business segment subsequent to the goodwill impairment charge recognized during the three months ended March 31, 2015. Refer to "Note G - Goodwill and Other Intangible Assets" for further discussion regarding the impairment and valuation techniques applied. |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Equity [Abstract] | |||||||||
Stockholders' Equity | Stockholders’ 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. | |||||||||
Allocation Interests | |||||||||
The Allocation Interests represent the original equity interest in the Company. 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 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. 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. | |||||||||
Earnings per share | |||||||||
Prior to the termination of the Supplemental Put Agreement, basic and diluted earnings per share attributable to Holdings were calculated on a weighted average basis. Since the termination of the Supplemental Put Agreement, basic and diluted earnings per share is calculated using the two-class method which requires the Company to allocate participating securities that have rights to earnings that otherwise would have been available only to Trust shareholders as a separate class of securities in calculating earnings per share. The Allocation Interests are considered participating securities that contain participating rights to receive profit allocations upon the occurrence of a Holding Event or Sale Event. The calculation of basic and diluted earnings per share for the three months ended March 31, 2015 and 2014 reflects the incremental increase during the period in the profit allocation distribution to Holders related to Holding Events. | |||||||||
Basic and diluted earnings per share for the three months ended March 31, 2015 and 2014 is calculated as follows: | |||||||||
Three months ended March 31, | |||||||||
2015 | 2014 | ||||||||
Net income (loss) attributable to Holdings | $ | (24,902 | ) | $ | 4,659 | ||||
Less: Effect of contribution based profit - Holding Event | 798 | 804 | |||||||
Net income from Holdings attributable to Trust shares | $ | (25,700 | ) | $ | 3,855 | ||||
Basic and diluted weighted average shares outstanding | 54,300 | 48,300 | |||||||
Net income (loss) per share - basic and fully diluted | $ | (0.47 | ) | $ | 0.08 | ||||
Distributions | |||||||||
• | 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. | ||||||||
• | On April 29, 2015, the Company paid a distribution of $0.36 per share to holders of record as of April 22, 2015. This distribution was declared on April 9, 2015. |
Warranties
Warranties | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Guarantees [Abstract] | ||||||||
Warranties | Warranties | |||||||
The Company’s CamelBak, Ergobaby, Liberty and Tridien operating segments estimate their 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. A reconciliation of the change in the carrying value of the Company’s warranty liability for the three months ended March 31, 2015 and the year ended December 31, 2014 is as follows (in thousands): | ||||||||
Three months ended | Year ended | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Warranty liability: | ||||||||
Beginning balance | $ | 2,540 | $ | 5,815 | ||||
Accrual | 243 | 3,025 | ||||||
Warranty payments | (282 | ) | (2,420 | ) | ||||
Deconsolidation of subsidiary (1) | — | (3,880 | ) | |||||
Ending balance | $ | 2,501 | $ | 2,540 | ||||
Noncontrolling_Interest
Noncontrolling Interest | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Noncontrolling Interest [Abstract] | ||||||||
Noncontrolling Interest | Noncontrolling Interest | |||||||
Noncontrolling interest represents the portion of the Company’s majority-owned subsidiary’s net income (loss) and equity that is owned by noncontrolling shareholders. The following tables reflect the Company’s ownership percentage of its majority owned operating segments and related noncontrolling interest balances as of March 31, 2015 and December 31, 2014: | ||||||||
% Ownership (1) | % Ownership (1) | |||||||
31-Mar-15 | 31-Dec-14 | |||||||
Primary | Fully | Primary | Fully | |||||
Diluted | Diluted | |||||||
CamelBak | 89.9 | 79.7 | 89.9 | 79.7 | ||||
Ergobaby | 81 | 74.2 | 81 | 74.3 | ||||
Liberty | 96.2 | 84.6 | 96.2 | 84.8 | ||||
ACI | 69.4 | 69.3 | 69.4 | 69.3 | ||||
American Furniture | 99.9 | 89.7 | 99.9 | 99.9 | ||||
Arnold Magnetics | 96.7 | 87.3 | 96.7 | 87.5 | ||||
Clean Earth | 97.9 | 86.2 | 97.9 | 86.2 | ||||
SternoCandleLamp | 100 | 91.3 | 100 | 91.7 | ||||
Tridien | 81.3 | 65.4 | 81.3 | 65.4 | ||||
-1 | The principal difference between primary and diluted percentages of our operating segments is due to stock option issuances of operating segment stock to management of the respective businesses. | |||||||
Noncontrolling Interest Balances | ||||||||
(in thousands) | 31-Mar-15 | December 31, | ||||||
2014 | ||||||||
CamelBak | $ | 15,303 | $ | 14,932 | ||||
Ergobaby | 15,446 | 14,783 | ||||||
Liberty | 2,648 | 2,547 | ||||||
ACI | 1,534 | 790 | ||||||
American Furniture | 260 | 260 | ||||||
Arnold Magnetics | 1,982 | 1,950 | ||||||
Clean Earth | 2,946 | 2,672 | ||||||
SternoCandleLamp | 249 | 125 | ||||||
Tridien | 1,070 | 2,744 | ||||||
Allocation Interests | 100 | 100 | ||||||
$ | 41,538 | $ | 40,903 | |||||
Income_Taxes
Income Taxes | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Income Tax Disclosure [Abstract] | ||||||
Income Taxes | Income taxes | |||||
Each fiscal quarter the Company estimates its annual effective tax rate and applies that rate to its interim pre-tax earnings. In this regard, the Company reflects the full year’s estimated tax impact of certain unusual or infrequently occurring items and the effects of changes in tax laws or rates in the interim period in which they occur. | ||||||
The computation of the annual estimated effective tax rate in each interim period requires certain estimates and significant judgment, including the projected operating income for the year, projections of the proportion of income earned and taxed in other jurisdictions, permanent and temporary differences and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, as additional information is obtained or as the tax environment changes. | ||||||
The reconciliation between the Federal Statutory Rate and the effective income tax rate for the three months ended March 31, 2015 and 2014 are as follows: | ||||||
Three months ended March 31, | ||||||
2015 | 2014 | |||||
United States Federal Statutory Rate | (35.0 | )% | 35 | % | ||
Foreign and State income taxes (net of Federal benefits) | 0.3 | 1 | ||||
Expenses of Compass Group Diversified Holdings, LLC representing a pass through to shareholders (1) | 9.8 | 6.2 | ||||
Effect of loss on equity method investment (2) | 21.5 | — | ||||
Impact of subsidiary employee stock options | 0.5 | 0.4 | ||||
Domestic production activities deduction | (0.8 | ) | (2.4 | ) | ||
Effect of impairment expense | 12.2 | — | ||||
Non-recognition of NOL carryforwards at subsidiaries | 5.1 | (1.2 | ) | |||
Other | 1.8 | 4.9 | ||||
Effective income tax rate | 15.4 | % | 43.9 | % | ||
-1 | The effective income tax rate for the three months ended March 31, 2015 and 2014 includes a significant loss at the Company's parent, which is taxed as a partnership. | |||||
-2 | The equity method investment in FOX is held at the Company's parent, which is taxed as a partnership, resulting in the gain or loss on the investment as a reconciling item in deriving the effective tax rate. |
Defined_Benefit_Plan
Defined Benefit Plan | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Compensation and Retirement Disclosure [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 unfunded liability of $3.4 million is recognized in the consolidated balance sheet as a component of other non-current liabilities at March 31, 2015. Net periodic benefit cost consists of the following for the three months ended March 31, 2015 and 2014: | ||||||||
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
Service cost | $ | 162 | $ | 118 | ||||
Interest cost | 47 | 76 | ||||||
Expected return on plan assets | (49 | ) | (198 | ) | ||||
Net periodic benefit cost | $ | 160 | $ | (4 | ) | |||
During the three months ended March 31, 2015, per the terms of the pension agreement, Arnold contributed $0.1 million to the plan. For the remainder of 2015, the expected contribution to the plan will be approximately $0.5 million. | ||||||||
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 March 31, 2015 were considered Level 3. |
Commitments_and_Contingencies_
Commitments and Contingencies (Notes) | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies |
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. |
Presentation_and_Principles_of1
Presentation and Principles of Consolidation (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
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 reduced levels of construction and development activity in the Northeastern United States. | |
Consolidation | Consolidation |
The condensed consolidated financial statements include the accounts of Holdings and all majority owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The results of operations of FOX are included in the Company's historical condensed consolidated results of operations through July 10, 2014, the date on which our investment in FOX fell below 50% and the FOX entity was deconsolidated. | |
Recently Adopted Accounting Pronouncements, Income Taxes | Recently Adopted 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 was effective for the Company on January 1, 2015. 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. | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements |
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. | |
In April 2015, the FASB issued an accounting standard update intended to simplify the presentation of debt issuance costs in the balance sheet. The new guidance requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and footnote disclosures. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Accordingly, the standard is effective for the Company on January 1, 2016. |
Acquisition_Tables
Acquisition (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Business Acquisition [Line Items] | |||||||
Pro Forma Information | The following unaudited pro forma data for the three months ended March 31, 2014 gives effect to the acquisition of Clean Earth and SternoCandleLamp, as described above, as if the acquisition had been completed as of January 1, 2014. 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. | ||||||
(in thousands) | Three Months Ended | ||||||
March 31, 2014 | |||||||
Net sales | $ | 306,667 | |||||
Operating income | 18,107 | ||||||
Net income | 5,851 | ||||||
Net income attributable to Holdings | 3,148 | ||||||
Basic and fully diluted net income per share attributable to Holdings | $ | 0.05 | |||||
Clean Earth | |||||||
Business Acquisition [Line Items] | |||||||
Schedule of Business Acquisitions, by Acquisition | The table below provides the recording of assets acquired and liabilities assumed as of the acquisition date. | ||||||
Clean Earth | |||||||
(in thousands) | |||||||
Amounts recognized as of the acquisition date | |||||||
Assets: | |||||||
Cash | $ | 3,683 | |||||
Accounts receivable (1) | 41,821 | ||||||
Property, plant and equipment (2) | 43,437 | ||||||
Intangible assets | 135,939 | ||||||
Goodwill | 109,738 | ||||||
Other current and noncurrent assets | 8,697 | ||||||
Total assets | $ | 343,315 | |||||
Liabilities and noncontrolling interest: | |||||||
Current liabilities | $ | 27,205 | |||||
Other liabilities | 149,760 | ||||||
Deferred tax liabilities | 61,299 | ||||||
Noncontrolling interest | 2,275 | ||||||
Total liabilities and noncontrolling interest | $ | 240,539 | |||||
Net assets acquired | $ | 102,776 | |||||
Noncontrolling interest | 2,275 | ||||||
Intercompany loans to business | 148,248 | ||||||
$ | 253,299 | ||||||
Acquisition Consideration | |||||||
Purchase price | $ | 243,000 | |||||
Working capital adjustment | 6,616 | ||||||
Cash | 3,683 | ||||||
Total purchase consideration | $ | 253,299 | |||||
Less: Transaction costs | 1,935 | ||||||
Purchase price, net | $ | 251,364 | |||||
-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 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 | |||||||
SternoCandleLamp | |||||||
(in thousands) | |||||||
Amounts recognized as of the acquisition date | |||||||
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 | ||||||
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 | |||||
(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 recorded in connection with the SternoCandleLamp acquisition are as follows (in thousands): | ||||||
Intangible assets | Amount | Estimated Useful Life | |||||
Customer relationships | $ | 60,140 | 10 years | ||||
Trade name | 30,810 | Indefinite | |||||
$ | 90,950 | ||||||
Operating_Segment_Data_Tables
Operating Segment Data (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||||||
Summary of Net Sales of Operating Segments | A disaggregation of the Company’s consolidated revenue and other financial data for the three months ended March 31, 2015 and 2014 is presented below (in thousands): | |||||||||||||||||||||||
Net sales of operating segments | Three months ended March 31, | |||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||
CamelBak | $ | 36,922 | $ | 38,770 | ||||||||||||||||||||
Ergobaby | 20,668 | 19,572 | ||||||||||||||||||||||
FOX | — | 56,108 | ||||||||||||||||||||||
Liberty | 25,853 | 28,895 | ||||||||||||||||||||||
ACI | 21,418 | 20,862 | ||||||||||||||||||||||
American Furniture | 40,925 | 34,840 | ||||||||||||||||||||||
Arnold Magnetics | 31,188 | 30,679 | ||||||||||||||||||||||
Clean Earth | 35,129 | — | ||||||||||||||||||||||
SternoCandleLamp | 28,604 | — | ||||||||||||||||||||||
Tridien | 16,564 | 16,322 | ||||||||||||||||||||||
Total | 257,271 | 246,048 | ||||||||||||||||||||||
Reconciliation of segment revenues to consolidated revenues: | ||||||||||||||||||||||||
Corporate and other | — | — | ||||||||||||||||||||||
Total consolidated revenues | $ | 257,271 | $ | 246,048 | ||||||||||||||||||||
Revenues from Geographic Locations Outside Domestic Country | ||||||||||||||||||||||||
International Revenues | Three months ended March 31, | |||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||
CamelBak | $ | 9,722 | $ | 10,191 | ||||||||||||||||||||
Ergobaby | 10,956 | 11,105 | ||||||||||||||||||||||
FOX | — | 32,075 | ||||||||||||||||||||||
Arnold Magnetics | 12,369 | 14,268 | ||||||||||||||||||||||
$ | 33,047 | $ | 67,639 | |||||||||||||||||||||
Summary of Profit (Loss) of Operating Segments | ||||||||||||||||||||||||
Profit (loss) of operating segments (1) | Three months ended March 31, | |||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||
CamelBak | $ | 4,351 | $ | 5,855 | ||||||||||||||||||||
Ergobaby | 5,406 | 4,330 | ||||||||||||||||||||||
FOX | — | 4,747 | ||||||||||||||||||||||
Liberty | 1,404 | 1,710 | ||||||||||||||||||||||
ACI | 5,721 | 5,402 | ||||||||||||||||||||||
American Furniture | 1,676 | 1,120 | ||||||||||||||||||||||
Arnold Magnetics | 1,754 | 1,424 | ||||||||||||||||||||||
Clean Earth | (1,554 | ) | — | |||||||||||||||||||||
SternoCandleLamp | 1,656 | — | ||||||||||||||||||||||
Tridien | (8,692 | ) | 635 | |||||||||||||||||||||
Total | 11,722 | 25,223 | ||||||||||||||||||||||
Reconciliation of segment profit to consolidated income (loss) before income taxes: | ||||||||||||||||||||||||
Interest expense, net | (9,718 | ) | (4,572 | ) | ||||||||||||||||||||
Other income (loss), net | (307 | ) | 184 | |||||||||||||||||||||
Loss on equity method investment | (13,447 | ) | — | |||||||||||||||||||||
Corporate and other (2) | (10,157 | ) | (7,698 | ) | ||||||||||||||||||||
Total consolidated income (loss) before income taxes | $ | (21,907 | ) | $ | 13,137 | |||||||||||||||||||
(1) | Segment profit (loss) represents operating income (loss). | |||||||||||||||||||||||
(2) | Primarily relates to management fees expensed and payable to CGM and corporate overhead expenses during 2015 and 2014. | |||||||||||||||||||||||
Summary of Accounts Receivable of Operating Segment | ||||||||||||||||||||||||
Accounts receivable | 31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||||
CamelBak | $ | 25,311 | $ | 23,346 | ||||||||||||||||||||
Ergobaby | 10,688 | 9,671 | ||||||||||||||||||||||
Liberty | 15,003 | 11,376 | ||||||||||||||||||||||
ACI | 6,166 | 5,730 | ||||||||||||||||||||||
American Furniture | 19,196 | 16,641 | ||||||||||||||||||||||
Arnold Magnetics | 17,882 | 15,664 | ||||||||||||||||||||||
Clean Earth | 40,251 | 52,059 | ||||||||||||||||||||||
SternoCandleLamp | 15,776 | 21,113 | ||||||||||||||||||||||
Tridien | 8,282 | 7,135 | ||||||||||||||||||||||
Total | 158,555 | 162,735 | ||||||||||||||||||||||
Reconciliation of segment to consolidated totals: | ||||||||||||||||||||||||
Corporate and other | — | — | ||||||||||||||||||||||
Total | 158,555 | 162,735 | ||||||||||||||||||||||
Allowance for doubtful accounts | (5,044 | ) | (5,200 | ) | ||||||||||||||||||||
Total consolidated net accounts receivable | $ | 153,511 | $ | 157,535 | ||||||||||||||||||||
Summary of Goodwill and Identifiable Assets of Operating Segments | ||||||||||||||||||||||||
Goodwill | Goodwill | Identifiable | Identifiable | Depreciation and Amortization | ||||||||||||||||||||
March 31, | Dec. 31, | Assets | Assets | Expense | ||||||||||||||||||||
March 31, | Dec. 31, | Three months ended March 31, | ||||||||||||||||||||||
2015 | 2014 | 2015 (1) | 2014 (1) | 2015 | 2014 | |||||||||||||||||||
Goodwill and identifiable assets of operating segments | ||||||||||||||||||||||||
CamelBak | $ | 5,546 | $ | 5,546 | $ | 207,894 | $ | 207,831 | $ | 3,108 | $ | 3,374 | ||||||||||||
Ergobaby | 41,664 | 41,664 | 66,066 | 65,309 | 850 | 949 | ||||||||||||||||||
FOX | — | — | — | — | — | 2,038 | ||||||||||||||||||
Liberty | 32,828 | 32,828 | 29,510 | 34,139 | 1,592 | 1,524 | ||||||||||||||||||
ACI | 57,615 | 57,615 | 18,441 | 19,334 | 757 | 1,280 | ||||||||||||||||||
American Furniture | — | — | 28,649 | 27,810 | 56 | 59 | ||||||||||||||||||
Arnold Magnetics | 51,767 | 51,767 | 76,239 | 77,610 | 2,194 | 2,098 | ||||||||||||||||||
Clean Earth | 111,856 | 110,633 | 194,903 | 203,938 | 5,392 | — | ||||||||||||||||||
SternoCandleLamp | 33,716 | 33,716 | 128,146 | 126,302 | 1,464 | — | ||||||||||||||||||
Tridien | 7,855 | 16,762 | 14,885 | 14,844 | 619 | 663 | ||||||||||||||||||
Total | 342,847 | 350,531 | 764,733 | 777,117 | 16,032 | 11,985 | ||||||||||||||||||
Reconciliation of segment to consolidated total: | ||||||||||||||||||||||||
Corporate and other identifiable assets | — | — | 239,115 | 253,599 | 503 | — | ||||||||||||||||||
Amortization of debt issuance costs and original issue discount | — | — | — | — | 713 | 864 | ||||||||||||||||||
Goodwill carried at Corporate level (2) | 8,649 | 8,649 | — | — | — | — | ||||||||||||||||||
Total | $ | 351,496 | $ | 359,180 | $ | 1,003,848 | $ | 1,030,716 | $ | 17,248 | $ | 12,849 | ||||||||||||
(1) | Does not include accounts receivable balances per schedule above. | |||||||||||||||||||||||
(2) | Represents goodwill resulting from purchase accounting adjustments not “pushed down” to the ACI segment. This amount is allocated back to the respective segments for purposes of goodwill impairment testing. | |||||||||||||||||||||||
Equity_Method_Investment_Table
Equity Method Investment (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Equity [Abstract] | |||||||||
Equity Method Investments | The condensed balance sheet information and results of operations of the Company's FOX investment are summarized below (in thousands): | ||||||||
Condensed Balance Sheet information | |||||||||
31-Mar-15 | 31-Dec-14 | ||||||||
Current assets | $ | 120,853 | $ | 112,609 | |||||
Non-current assets | 144,334 | 145,828 | |||||||
$ | 265,187 | $ | 258,437 | ||||||
Current liabilities | $ | 70,324 | $ | 60,825 | |||||
Non-current liabilities | 67,729 | 68,806 | |||||||
Stockholders' equity | 127,134 | 128,806 | |||||||
$ | 265,187 | $ | 258,437 | ||||||
Condensed Results of Operations (1) | |||||||||
Three months ended March 31, 2015 | |||||||||
Net revenue | $ | 67,788 | |||||||
Gross profit | 18,783 | ||||||||
Operating income | 1,539 | ||||||||
Net income | $ | 770 | |||||||
(1) | The results of operations for FOX for the period from January 1, 2014 to March 31, 2014 are included in the results of operations of the Company in the accompanying condensed consolidation statements of income as FOX did not become accounted for as an equity method investment until July 10, 2014, the date that the Company's ceased holding a majority ownership interest in FOX. |
Property_Plant_and_Equipment_a1
Property, Plant and Equipment and Inventory (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Summary of Property, Plant and Equipment | Property, plant and equipment is comprised of the following at March 31, 2015 and December 31, 2014 (in thousands): | |||||||
31-Mar-15 | 31-Dec-14 | |||||||
Machinery and equipment | $ | 132,940 | $ | 127,035 | ||||
Office furniture, computers and software | 13,454 | 12,322 | ||||||
Leasehold improvements | 9,447 | 10,419 | ||||||
Buildings and land | 23,463 | 25,271 | ||||||
179,304 | 175,047 | |||||||
Less: accumulated depreciation | (65,691 | ) | (59,176 | ) | ||||
Total | $ | 113,613 | $ | 115,871 | ||||
Summary of Inventory | Inventory is comprised of the following at March 31, 2015 and December 31, 2014 (in thousands): | |||||||
31-Mar-15 | 31-Dec-14 | |||||||
Raw materials and supplies | $ | 46,742 | $ | 49,727 | ||||
Work-in-process | 12,262 | 10,632 | ||||||
Finished goods | 63,412 | 59,442 | ||||||
Less: obsolescence reserve | (8,250 | ) | (8,587 | ) | ||||
Total | $ | 114,166 | $ | 111,214 | ||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
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 three months ended March 31, 2015 and the year ended December 31, 2014, is as follows (in thousands): | |||||||||
Three months ended March 31, 2015 | Year ended | |||||||||
December 31, 2014 | ||||||||||
Beginning balance: | ||||||||||
Goodwill | $ | 412,083 | $ | 299,514 | ||||||
Accumulated impairment losses | (52,903 | ) | (52,903 | ) | ||||||
359,180 | 246,611 | |||||||||
Impairment losses (1) | (8,907 | ) | — | |||||||
Acquisition of businesses (2) | — | 157,864 | ||||||||
Adjustments to purchase accounting (3) | 1,223 | — | ||||||||
Deconsolidation of subsidiary (4) | — | (45,295 | ) | |||||||
Total adjustments | (7,684 | ) | 112,569 | |||||||
Ending balance: | ||||||||||
Goodwill | 413,306 | 412,083 | ||||||||
Accumulated impairment losses | (61,810 | ) | (52,903 | ) | ||||||
$ | 351,496 | $ | 359,180 | |||||||
(1) | Impairment loss relates to the impairment of the Tridien goodwill during the quarter ended March 31, 2015. | |||||||||
(2) | Acquisition of businesses relates to the acquisition of Clean Earth in August 2014, SternoCandleLamp in October 2014 and the add-on acquisition of Sport Truck by FOX in March 2014. The $12.0 million of goodwill from the Sport Truck acquisition is included in the amount of $45.3 million that was deconsolidated during the year ended December 31, 2014. | |||||||||
(3) | The $1.2 million in purchase accounting adjustments relate to adjustments made to the final purchase price allocation for Clean Earth during the first quarter of 2015 to record deferred tax amounts based on the state tax rate in effect for the state in which each of the intangible assets is utilized ($1.0 million), and adjustments to the purchase price allocation of AES during the first quarter of 2015 ($0.2 million). | |||||||||
(4) | 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 July 10, 2014. | |||||||||
Summary of Other Intangible Assets | Other intangible assets are comprised of the following at March 31, 2015 and December 31, 2014 (in thousands): | |||||||||
31-Mar-15 | December 31, | Weighted | ||||||||
2014 | Average | |||||||||
Useful Lives | ||||||||||
Customer relationships | $ | 266,976 | $ | 266,976 | 12 | |||||
Technology and patents | 56,731 | 56,731 | 8 | |||||||
Trade names, subject to amortization (1) | 24,722 | 7,595 | 17 | |||||||
Licensing and non-compete agreements | 7,856 | 7,856 | 5 | |||||||
Permits and airspace | 98,406 | 98,406 | 13 | |||||||
Distributor relations and other | 606 | 606 | 5 | |||||||
455,297 | 438,170 | |||||||||
Accumulated amortization: | ||||||||||
Customer relationships | (81,886 | ) | (75,813 | ) | ||||||
Technology and patents | (28,570 | ) | (26,906 | ) | ||||||
Trade names, subject to amortization | (3,505 | ) | (3,763 | ) | ||||||
Licensing and non-compete agreements | (7,603 | ) | (7,499 | ) | ||||||
Permits and airspace | (5,535 | ) | (3,104 | ) | ||||||
Distributor relations and other | (606 | ) | (606 | ) | ||||||
Total accumulated amortization | (127,705 | ) | (117,691 | ) | ||||||
Trade names, not subject to amortization (1) | 149,625 | 166,741 | ||||||||
Total intangibles, net | $ | 477,217 | $ | 487,220 | ||||||
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): | |||||||||
April 1, 2015 through Dec. 31, 2015 | $ | 30,442 | ||||||||
2016 | 38,368 | |||||||||
2017 | 35,451 | |||||||||
2018 | 32,974 | |||||||||
2019 | 31,556 | |||||||||
$ | 168,791 | |||||||||
Debt_Tables
Debt (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Summary of Debt Holdings | The following table provides the Company’s debt holdings at March 31, 2015 and December 31, 2014 (in thousands): | |||||||
31-Mar-15 | 31-Dec-14 | |||||||
Revolving Credit Facility | $ | 189,000 | $ | 169,725 | ||||
Term Loan | 322,563 | 323,375 | ||||||
Original issue discount | (4,136 | ) | (4,303 | ) | ||||
Total debt | $ | 507,427 | $ | 488,797 | ||||
Less: Current portion, term loan facilities | (3,250 | ) | (3,250 | ) | ||||
Long term debt | $ | 504,177 | $ | 485,547 | ||||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
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 at March 31, 2015 and December 31, 2014 (in thousands): | |||||||||||||||
Fair Value Measurements at March 31, 2015 | ||||||||||||||||
Carrying | Level 1 | Level 2 | Level 3 | |||||||||||||
Value | ||||||||||||||||
Assets: | ||||||||||||||||
Equity method investment - FOX | $ | 231,767 | $ | 231,767 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Call option of noncontrolling shareholder (1) | (25 | ) | — | — | (25 | ) | ||||||||||
Put option of noncontrolling shareholders (2) | (50 | ) | — | — | (50 | ) | ||||||||||
Interest rate swaps | (13,648 | ) | — | (13,648 | ) | — | ||||||||||
Total recorded at fair value | $ | 218,044 | $ | 231,767 | $ | (13,648 | ) | $ | (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 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 | ) | ||||||
Reconciliations of Change in Carrying Value of Level 3 Fair Value Measurements | Reconciliations of the change in the carrying value of the Level 3 fair value measurements from January 1, 2015 through March 31, 2015 and from January 1, 2014 through March 31, 2014 are as follows (in thousands): | |||||||||||||||
2015 | 2014 | |||||||||||||||
Balance at January 1 | $ | (75 | ) | $ | (75 | ) | ||||||||||
Contingent consideration - Sport Truck (1) | — | (19,035 | ) | |||||||||||||
Balance at March 31 | $ | (75 | ) | $ | (19,110 | ) | ||||||||||
(1) | 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 July 10, 2014. |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Equity [Abstract] | |||||||||
Summary of Basic and Diluted Earnings Per Share | Basic and diluted earnings per share for the three months ended March 31, 2015 and 2014 is calculated as follows: | ||||||||
Three months ended March 31, | |||||||||
2015 | 2014 | ||||||||
Net income (loss) attributable to Holdings | $ | (24,902 | ) | $ | 4,659 | ||||
Less: Effect of contribution based profit - Holding Event | 798 | 804 | |||||||
Net income from Holdings attributable to Trust shares | $ | (25,700 | ) | $ | 3,855 | ||||
Basic and diluted weighted average shares outstanding | 54,300 | 48,300 | |||||||
Net income (loss) per share - basic and fully diluted | $ | (0.47 | ) | $ | 0.08 | ||||
Warranties_Tables
Warranties (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Guarantees [Abstract] | ||||||||
Change in Carrying Value of Company's Warranty Liability | A reconciliation of the change in the carrying value of the Company’s warranty liability for the three months ended March 31, 2015 and the year ended December 31, 2014 is as follows (in thousands): | |||||||
Three months ended | Year ended | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Warranty liability: | ||||||||
Beginning balance | $ | 2,540 | $ | 5,815 | ||||
Accrual | 243 | 3,025 | ||||||
Warranty payments | (282 | ) | (2,420 | ) | ||||
Deconsolidation of subsidiary (1) | — | (3,880 | ) | |||||
Ending balance | $ | 2,501 | $ | 2,540 | ||||
Noncontrolling_Interest_Tables
Noncontrolling Interest (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Noncontrolling Interest [Abstract] | ||||||||
Company's Ownership Percentage of its Majority Owned Operating Segments and Related Noncontrolling Interest | The following tables reflect the Company’s ownership percentage of its majority owned operating segments and related noncontrolling interest balances as of March 31, 2015 and December 31, 2014: | |||||||
% Ownership (1) | % Ownership (1) | |||||||
31-Mar-15 | 31-Dec-14 | |||||||
Primary | Fully | Primary | Fully | |||||
Diluted | Diluted | |||||||
CamelBak | 89.9 | 79.7 | 89.9 | 79.7 | ||||
Ergobaby | 81 | 74.2 | 81 | 74.3 | ||||
Liberty | 96.2 | 84.6 | 96.2 | 84.8 | ||||
ACI | 69.4 | 69.3 | 69.4 | 69.3 | ||||
American Furniture | 99.9 | 89.7 | 99.9 | 99.9 | ||||
Arnold Magnetics | 96.7 | 87.3 | 96.7 | 87.5 | ||||
Clean Earth | 97.9 | 86.2 | 97.9 | 86.2 | ||||
SternoCandleLamp | 100 | 91.3 | 100 | 91.7 | ||||
Tridien | 81.3 | 65.4 | 81.3 | 65.4 | ||||
-1 | The principal difference between primary and diluted percentages of our operating segments is due to stock option issuances of operating segment stock to management of the respective businesses. | |||||||
Noncontrolling Interest Balances | ||||||||
(in thousands) | 31-Mar-15 | December 31, | ||||||
2014 | ||||||||
CamelBak | $ | 15,303 | $ | 14,932 | ||||
Ergobaby | 15,446 | 14,783 | ||||||
Liberty | 2,648 | 2,547 | ||||||
ACI | 1,534 | 790 | ||||||
American Furniture | 260 | 260 | ||||||
Arnold Magnetics | 1,982 | 1,950 | ||||||
Clean Earth | 2,946 | 2,672 | ||||||
SternoCandleLamp | 249 | 125 | ||||||
Tridien | 1,070 | 2,744 | ||||||
Allocation Interests | 100 | 100 | ||||||
$ | 41,538 | $ | 40,903 | |||||
Income_Taxes_Tables
Income Taxes (Tables) | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Income Tax Disclosure [Abstract] | ||||||
Reconciliation Between Federal Statutory Rate and Effective Income Tax Rate | The reconciliation between the Federal Statutory Rate and the effective income tax rate for the three months ended March 31, 2015 and 2014 are as follows: | |||||
Three months ended March 31, | ||||||
2015 | 2014 | |||||
United States Federal Statutory Rate | (35.0 | )% | 35 | % | ||
Foreign and State income taxes (net of Federal benefits) | 0.3 | 1 | ||||
Expenses of Compass Group Diversified Holdings, LLC representing a pass through to shareholders (1) | 9.8 | 6.2 | ||||
Effect of loss on equity method investment (2) | 21.5 | — | ||||
Impact of subsidiary employee stock options | 0.5 | 0.4 | ||||
Domestic production activities deduction | (0.8 | ) | (2.4 | ) | ||
Effect of impairment expense | 12.2 | — | ||||
Non-recognition of NOL carryforwards at subsidiaries | 5.1 | (1.2 | ) | |||
Other | 1.8 | 4.9 | ||||
Effective income tax rate | 15.4 | % | 43.9 | % | ||
Defined_Benefit_Plan_Tables
Defined Benefit Plan (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Compensation and Retirement Disclosure [Abstract] | ||||||||
Summary of Net Periodic Benefit Cost | Net periodic benefit cost consists of the following for the three months ended March 31, 2015 and 2014: | |||||||
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
Service cost | $ | 162 | $ | 118 | ||||
Interest cost | 47 | 76 | ||||||
Expected return on plan assets | (49 | ) | (198 | ) | ||||
Net periodic benefit cost | $ | 160 | $ | (4 | ) | |||
Organization_and_Business_Oper1
Organization and Business Operations - Additional Information (Detail) | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Jul. 10, 2014 | |
Segment | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
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 | 41.00% | 41.00% | 41.00% |
Acquisition_Additional_Informa
Acquisition - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | ||||
Aug. 26, 2014 | Oct. 10, 2014 | Dec. 31, 2014 | Dec. 15, 2014 | Mar. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2013 | Jul. 10, 2014 | |
Facility | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $359,180,000 | 351,496,000 | $246,611,000 | |||||
FOX | ||||||||
Business Acquisition [Line Items] | ||||||||
Company's ownership (as a percentage) | 41.00% | 41.00% | 41.00% | |||||
Clean Earth | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity interest acquired (as a percentage) | 98.00% | |||||||
Purchase price, net | 251,364,000 | |||||||
Noncontrolling interest in acquisition (as a percentage) | 2.00% | |||||||
Integration service fees payable | 2,500,000 | |||||||
Accounts receivable gross | 42,500,000 | |||||||
Allowance for doubtful accounts receivable | 600,000 | |||||||
Property, plant and equipment basis step-up | 20,900,000 | |||||||
Transaction costs | 1,935,000 | |||||||
Goodwill | 109,738,000 | |||||||
Intercompany loans to business and debt assumed | 148,248,000 | |||||||
Cash consideration paid related to working capital adjustments | 243,000,000 | |||||||
Sterno Candle Lamp | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price, net | 159,986,000 | |||||||
Integration service fees payable | 1,500,000 | |||||||
Accounts receivable gross | 18,800,000 | |||||||
Goodwill | 33,717,000 | |||||||
Intercompany loans to business and debt assumed | 91,647,000 | |||||||
Allowance for doubtful accounts receivable | 200,000 | |||||||
Inventory basis step-up | 2,000,000 | |||||||
Property, plant and equipment basis step-up | 6,900,000 | |||||||
Acquisition related costs | 2,765,000 | |||||||
Cash consideration paid related to working capital adjustments | 161,500,000 | |||||||
American Environmental Services | ||||||||
Business Acquisition [Line Items] | ||||||||
Total consideration | 16,600,000 | |||||||
Number of facilities acquired | 2 | |||||||
FOX | Sport Truck | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration paid related to working capital adjustments | 40,770,000 | |||||||
Clean Earth | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of facilities | 14 | 14 | ||||||
Loans Provided In Acquisition [Member] | Affiliated Entity | ||||||||
Business Acquisition [Line Items] | ||||||||
Intercompany loans to business and debt assumed | $91,600,000 |
Acquisition_Schedule_of_Assets
Acquisition - Schedule of Assets Acquired and Liabilities Assumed as of the Acquisition Date (Detail) (USD $) | 3 Months Ended | 0 Months Ended | ||||||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Aug. 26, 2014 | Oct. 10, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Assets: | ||||||||
Goodwill | $351,496 | $359,180 | $246,611 | |||||
Acquisition Consideration | ||||||||
Total purchase consideration | 0 | 42,297 | ||||||
Clean Earth | ||||||||
Assets: | ||||||||
Cash | 3,683 | |||||||
Accounts receivable, net | 41,821 | [1] | ||||||
Property, plant and equipment | 43,437 | [2] | ||||||
Intangible assets | 135,939 | |||||||
Goodwill | 109,738 | |||||||
Other current and noncurrent assets | 8,697 | |||||||
Total assets | 343,315 | |||||||
Liabilities and noncontrolling interest: | ||||||||
Current liabilities | 27,205 | |||||||
Other liabilities | 149,760 | |||||||
Deferred tax liabilities | 61,299 | |||||||
Noncontrolling interest | 2,275 | |||||||
Total liabilities and noncontrolling interest | 240,539 | |||||||
Net assets acquired | 102,776 | |||||||
Noncontrolling interest | 2,275 | |||||||
Intercompany loans to business | 148,248 | |||||||
Total assets, liabilities, noncontrolling interest, and intercompany loans acquired | 253,299 | |||||||
Acquisition Consideration | ||||||||
Purchase price | 243,000 | |||||||
Working capital adjustment | 6,616 | |||||||
Cash | 3,683 | |||||||
Total purchase consideration | 253,299 | |||||||
Purchase price, net | 251,364 | |||||||
Sterno Candle Lamp | ||||||||
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 | 91,647 | |||||||
Total assets, liabilities, noncontrolling interest, and intercompany loans acquired | 162,751 | |||||||
Acquisition Consideration | ||||||||
Purchase price | 161,500 | |||||||
Working capital adjustment | 1,251 | |||||||
Less: Transaction costs | 2,765 | |||||||
Total purchase consideration | 162,751 | |||||||
Purchase price, net | $159,986 | |||||||
[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_Schedule_of_Intang
Acquisition - Schedule of Intangible Assets Recorded as Part of Acquisition (Detail) (USD $) | 0 Months Ended | |
In Thousands, unless otherwise specified | Aug. 26, 2014 | Oct. 10, 2014 |
Clean Earth | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Amount | $135,939 | |
Clean Earth | Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Amount | 25,730 | |
Estimated Useful Life | 15 years | |
Clean Earth | Permits and Airspace | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Amount | 93,209 | |
Clean Earth | Permits | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 10 years | |
Clean Earth | Airspace | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 20 years | |
Clean Earth | Trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Amount | 17,000 | |
Estimated Useful Life | 20 years | |
Sterno Candle Lamp | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Amount | 90,950 | |
Sterno Candle Lamp | Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Amount | 60,140 | |
Estimated Useful Life | 10 years | |
Sterno Candle Lamp | Trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Amount | $30,810 |
Acquisition_Pro_Forma_Informat
Acquisition - Pro Forma Information (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Net income attributable to Holdings | ($24,902) | $4,659 |
Clean Earth | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Net sales | 306,667 | |
Operating income | 18,107 | |
Net income | 5,851 | |
Net income attributable to Holdings | $3,148 | |
Basic net income per share attributable to Holdings | $0.05 | |
Fully diluted net income per share attributable to Holdings | $0.05 |
Operating_Segment_Data_Additio
Operating Segment Data - Additional Information (Detail) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Aug. 26, 2014 | Dec. 31, 2014 | Jul. 10, 2014 | |
Segment | Facility | |||
Segment Reporting Information [Line Items] | ||||
Number of reportable operating segments | 9 | |||
FOX | ||||
Segment Reporting Information [Line Items] | ||||
Non-controlling interest | 41.00% | 41.00% | 41.00% | |
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 (in square feet) | 314,000 | |||
American Furniture | ||||
Segment Reporting Information [Line Items] | ||||
Number of product segment | 3 | |||
Arnold Magnetics | Minimum [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Number of clients | 2,000 | |||
Clean Earth | ||||
Segment Reporting Information [Line Items] | ||||
Number of facilities | 14 | 14 |
Operating_Segment_Data_Summary
Operating Segment Data - Summary of Net Sales of Operating Segments (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | $222,142 | $246,048 |
Revenue, Net | 257,271 | 246,048 |
Operating Segments [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | 257,271 | 246,048 |
Operating Segments [Member] | CamelBak | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | 36,922 | 38,770 |
Operating Segments [Member] | Ergobaby | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | 20,668 | 19,572 |
Operating Segments [Member] | FOX | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | 0 | 56,108 |
Operating Segments [Member] | Liberty | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | 25,853 | 28,895 |
Operating Segments [Member] | ACI | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | 21,418 | 20,862 |
Operating Segments [Member] | American Furniture | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | 40,925 | 34,840 |
Operating Segments [Member] | Arnold Magnetics | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | 31,188 | 30,679 |
Operating Segments [Member] | Clean Earth | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | 35,129 | 0 |
Operating Segments [Member] | Sterno Candle Lamp | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | 28,604 | 0 |
Operating Segments [Member] | Tridien | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | 16,564 | 16,322 |
Reconciliation of Segment to Consolidated [Member] | Corporate and Other | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | $0 | $0 |
Operating_Segment_Data_Revenue
Operating Segment Data - Revenues from Geographic Locations Outside Domestic Country (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
International revenues | $222,142 | $246,048 |
Non United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
International revenues | 33,047 | 67,639 |
Non United States [Member] | CamelBak | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
International revenues | 9,722 | 10,191 |
Non United States [Member] | Ergobaby | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
International revenues | 10,956 | 11,105 |
Non United States [Member] | FOX | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
International revenues | 0 | 32,075 |
Non United States [Member] | Arnold Magnetics | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
International revenues | $12,369 | $14,268 |
Operating_Segment_Data_Summary1
Operating Segment Data - Summary of Profit (Loss) of Operating Segments (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total consolidated income (loss) from continuing operations before income taxes | ($21,907) | $13,137 | ||
Other income (expense), net | -307 | 184 | ||
Operating Segments [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total consolidated income (loss) from continuing operations before income taxes | 11,722 | [1] | 25,223 | [1] |
Operating Segments [Member] | CamelBak | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total consolidated income (loss) from continuing operations before income taxes | 4,351 | [1] | 5,855 | [1] |
Operating Segments [Member] | Ergobaby | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total consolidated income (loss) from continuing operations before income taxes | 5,406 | [1] | 4,330 | [1] |
Operating Segments [Member] | FOX | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total consolidated income (loss) from continuing operations before income taxes | 0 | [1] | 4,747 | [1] |
Operating Segments [Member] | Liberty | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total consolidated income (loss) from continuing operations before income taxes | 1,404 | [1] | 1,710 | [1] |
Operating Segments [Member] | ACI | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total consolidated income (loss) from continuing operations before income taxes | 5,721 | [1] | 5,402 | [1] |
Operating Segments [Member] | American Furniture | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total consolidated income (loss) from continuing operations before income taxes | 1,676 | [1] | 1,120 | [1] |
Operating Segments [Member] | Arnold Magnetics | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total consolidated income (loss) from continuing operations before income taxes | 1,754 | [1] | 1,424 | [1] |
Operating Segments [Member] | Clean Earth | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total consolidated income (loss) from continuing operations before income taxes | -1,554 | [1] | 0 | [1] |
Operating Segments [Member] | Tridien | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total consolidated income (loss) from continuing operations before income taxes | -8,692 | [1] | 635 | [1] |
Reconciliation of Segment to Consolidated [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Interest expense, net | -9,718 | -4,572 | ||
Other income (expense), net | -307 | 184 | ||
Reconciliation of Segment to Consolidated [Member] | Corporate and Other | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total consolidated income (loss) from continuing operations before income taxes | ($10,157) | [2] | ($7,698) | [2] |
[1] | Segment profit (loss) represents operating income (loss). | |||
[2] | Primarily relates to management fees expensed and payable to CGM and corporate overhead expenses during 2015 and 2014. |
Operating_Segment_Data_Summary2
Operating Segment Data - Summary of Accounts Receivable of Operating Segment (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | $158,555 | $162,735 |
Allowance for doubtful accounts | -5,044 | -5,200 |
Total consolidated net accounts receivable | 153,511 | 157,535 |
Operating Segments [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 158,555 | 162,735 |
Operating Segments [Member] | CamelBak | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 25,311 | 23,346 |
Operating Segments [Member] | Ergobaby | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 10,688 | 9,671 |
Operating Segments [Member] | Liberty | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 15,003 | 11,376 |
Operating Segments [Member] | ACI | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 6,166 | 5,730 |
Operating Segments [Member] | American Furniture | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 19,196 | 16,641 |
Operating Segments [Member] | Arnold Magnetics | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 17,882 | 15,664 |
Operating Segments [Member] | Clean Earth | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 40,251 | 52,059 |
Operating Segments [Member] | Sterno Candle Lamp | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 15,776 | 21,113 |
Operating Segments [Member] | Tridien | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 8,282 | 7,135 |
Reconciliation of Segment to Consolidated [Member] | 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 $) | 3 Months Ended | ||||||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Goodwill | $351,496 | $359,180 | $246,611 | ||||
Identifiable Assets | 1,003,848 | [1] | 1,030,716 | [1] | |||
Depreciation and Amortization Expense | 17,248 | 12,849 | |||||
Operating Segments [Member] | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Goodwill | 342,847 | 350,531 | |||||
Identifiable Assets | 764,733 | [1] | 777,117 | [1] | |||
Depreciation and Amortization Expense | 16,032 | 11,985 | |||||
Operating Segments [Member] | CamelBak | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Goodwill | 5,546 | 5,546 | |||||
Identifiable Assets | 207,894 | [1] | 207,831 | [1] | |||
Depreciation and Amortization Expense | 3,108 | 3,374 | |||||
Operating Segments [Member] | Ergobaby | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Goodwill | 41,664 | 41,664 | |||||
Identifiable Assets | 66,066 | [1] | 65,309 | [1] | |||
Depreciation and Amortization Expense | 850 | 949 | |||||
Operating Segments [Member] | FOX | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Goodwill | 0 | 0 | |||||
Identifiable Assets | 0 | [1] | 0 | ||||
Depreciation and Amortization Expense | 0 | 2,038 | |||||
Operating Segments [Member] | Liberty | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Goodwill | 32,828 | 32,828 | |||||
Identifiable Assets | 29,510 | 34,139 | [1] | ||||
Depreciation and Amortization Expense | 1,592 | 1,524 | |||||
Operating Segments [Member] | ACI | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Goodwill | 57,615 | 57,615 | |||||
Identifiable Assets | 18,441 | [1] | 19,334 | [1] | |||
Depreciation and Amortization Expense | 757 | 1,280 | |||||
Operating Segments [Member] | American Furniture | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Goodwill | 0 | 0 | |||||
Identifiable Assets | 28,649 | [1] | 27,810 | [1] | |||
Depreciation and Amortization Expense | 56 | 59 | |||||
Operating Segments [Member] | Arnold Magnetics | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Goodwill | 51,767 | 51,767 | |||||
Identifiable Assets | 76,239 | [1] | 77,610 | [1] | |||
Depreciation and Amortization Expense | 2,194 | 2,098 | |||||
Operating Segments [Member] | Clean Earth | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Goodwill | 111,856 | 110,633 | |||||
Identifiable Assets | 194,903 | [1] | 203,938 | ||||
Depreciation and Amortization Expense | 5,392 | 0 | |||||
Operating Segments [Member] | Tridien | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Goodwill | 7,855 | 16,762 | |||||
Identifiable Assets | 14,885 | [1] | 14,844 | [1] | |||
Depreciation and Amortization Expense | 619 | 663 | |||||
Reconciliation of Segment to Consolidated [Member] | Amortization of Debt Issuance Costs and Original Issue Discount [Member] | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Depreciation and Amortization Expense | 713 | 864 | |||||
Reconciliation of Segment to Consolidated [Member] | Corporate and Other | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Identifiable Assets | 239,115 | [1],[2] | 253,599 | [1],[2] | |||
Depreciation and Amortization Expense | 0 | [2] | |||||
Corporate, Non-Segment [Member] | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Goodwill | $8,649 | [3] | $8,649 | [3] | |||
[1] | Does not include accounts receivable balances per schedule above. | ||||||
[2] | {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOjlhNmJjZjdiYmIwOTQyYzNiOTA0NWJkNzIxY2MyNGM5fFRleHRTZWxlY3Rpb246RUFGRDBDNjhERUVDMjNGQjdEMENDN0JEOUEzOEVGMUMM} | ||||||
[3] | Represents goodwill resulting from purchase accounting adjustments not “pushed down†to the ACI segment. This amount is allocated back to the respective segments for purposes of goodwill impairment testing. |
Equity_Method_Investment_Detai
Equity Method Investment (Details) (USD $) | 3 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Jul. 10, 2014 |
Subsidiary, Sale of Stock [Line Items] | ||||
Equity method investment | $231,767 | $245,214 | ||
Loss on equity method investment | ($13,447) | $0 | ||
FOX | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Equity method investment, amount of shares sold | 4,466,569 | |||
Non-controlling interest | 41.00% | 41.00% | 41.00% | |
Common Stock | FOX | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares held | 15,100,000 |
Equity_Method_Investment_Balan
Equity Method Investment - Balance Sheet Information and Results of Operations for Fox (Details) (FOX, USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | |
FOX | |||
Schedule of Equity Method Investments [Line Items] | |||
Current assets | $120,853 | $112,609 | |
Non-current assets | 144,334 | 145,828 | |
Total assets | 265,187 | 258,437 | |
Current liabilities | 70,324 | 60,825 | |
Non-current liabilities | 67,729 | 68,806 | |
Stockholders' equity | 127,134 | 128,806 | |
Total liabilities and stockholders' equity | 265,187 | 258,437 | |
Net revenue | 67,788 | [1] | |
Gross profit | 18,783 | [1] | |
Operating income | 1,539 | [1] | |
Net income | $770 | [1] | |
[1] | The results of operations for FOX for the period from January 1, 2014 to March 31, 2014 are included in the results of operations of the Company in the accompanying condensed consolidation statements of income as FOX did not become accounted for as an equity method investment until July 10, 2014, the date that the Company's ceased holding a majority ownership interest in FOX. |
Property_Plant_and_Equipment_a2
Property, Plant and Equipment and Inventory - Summary of Property, Plant and Equipment (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
In Thousands, unless otherwise specified | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $179,304 | $175,047 | ||
Less: accumulated depreciation | -65,691 | -59,176 | ||
Total | 113,613 | [1] | 115,871 | [1] |
Machinery and Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 132,940 | 127,035 | ||
Office Furniture, Computers and Software [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 13,454 | 12,322 | ||
Leasehold Improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 9,447 | 10,419 | ||
Buildings and Land [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $23,463 | $25,271 | ||
[1] | {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOjlhNmJjZjdiYmIwOTQyYzNiOTA0NWJkNzIxY2MyNGM5fFRleHRTZWxlY3Rpb246NDQ4QTNCQzQ0MDIxODBDMUYxQjVDN0JEOUEzOEFBQTkM} |
Property_Plant_and_Equipment_a3
Property, Plant and Equipment and Inventory - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $6,522 | $4,636 |
Property_Plant_and_Equipment_a4
Property, Plant and Equipment and Inventory - Summary of Inventory (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Abstract] | ||
Raw materials and supplies | $46,742 | $49,727 |
Work-in-process | 12,262 | 10,632 |
Finished goods | 63,412 | 59,442 |
Less: obsolescence reserve | -8,250 | -8,587 |
Total | $114,166 | $111,214 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Reporting_Unit | ||||
Goodwill And Other Intangible Assets [Line Items] | ||||
Deconsolidation of subsidiary | $0 | [1] | $45,295 | [1] |
Number of reporting unit identified as requiring further quantitative testing | 2 | |||
Number of reporting units at Arnold Subsidiary | 3 | |||
Goodwill impairment expense | 8,907 | 0 | ||
Amortization expense | $10,013 | $7,349 | ||
[1] | 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 July 10, 2014. |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Summary of Reconciliation of Change in Carrying Value of Goodwill (Detail) (USD $) | 3 Months Ended | ||||||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 10, 2014 | ||
Goodwill [Line Items] | |||||||
Goodwill, gross | $412,083 | $299,514 | |||||
Accumulated impairment losses | -52,903 | -52,903 | |||||
Impairment losses | -8,907 | 0 | |||||
Acquisition of businesses | 0 | [1] | 157,864 | [1] | |||
Deconsolidation of subsidiary | 0 | [2] | 45,295 | [2] | |||
Total adjustments | -7,684 | 112,569 | |||||
Goodwill, net | 351,496 | 359,180 | 246,611 | ||||
FOX | |||||||
Goodwill [Line Items] | |||||||
Non-controlling interest | 41.00% | 41.00% | 41.00% | ||||
Sport Truck | FOX | |||||||
Goodwill [Line Items] | |||||||
Acquisition of businesses | 12,000 | [1] | |||||
Clean Earth | |||||||
Goodwill [Line Items] | |||||||
Goodwill, Purchase Accounting Adjustments | $1,223 | ||||||
[1] | Acquisition of businesses relates to the acquisition of Clean Earth in August 2014, SternoCandleLamp in October 2014 and the add-on acquisition of Sport Truck by FOX in March 2014. The $12.0 million of goodwill from the Sport Truck acquisition 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 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 July 10, 2014. |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets, gross | $455,297 | $438,170 |
Total accumulated amortization | -127,705 | -117,691 |
Trade names, not subject to amortization | 149,625 | 166,741 |
Total intangibles, net | 477,217 | 487,220 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets, gross | 266,976 | 266,976 |
Total accumulated amortization | -81,886 | -75,813 |
Weighted average useful lives | 12 years | |
Technology and Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets, gross | 56,731 | 56,731 |
Total accumulated amortization | -28,570 | -26,906 |
Weighted average useful lives | 8 years | |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets, gross | 24,722 | 7,595 |
Total accumulated amortization | -3,505 | -3,763 |
Weighted average useful lives | 17 years | |
Licensing and Non-Compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets, gross | 7,856 | 7,856 |
Total accumulated amortization | -7,603 | -7,499 |
Weighted average useful lives | 5 years | |
Permits and Airspace | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets, gross | 98,406 | |
Total accumulated amortization | -5,535 | |
Weighted average useful lives | 13 years | |
Distributor Relations and Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets, gross | 606 | 606 |
Total accumulated amortization | ($606) | ($606) |
Weighted average useful lives | 5 years |
Goodwill_and_Other_Intangible_5
Goodwill and Other Intangible Assets - Summary of Estimated Charges to Amortization Expense of Intangible Assets (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $10,013 | $7,349 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
April 1, 2015 through Dec. 31, 2015 | 30,442 | |
2015 | 38,368 | |
2016 | 35,451 | |
2017 | 32,974 | |
2018 | 31,556 | |
Total amortization expense | $168,791 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Oct. 27, 2011 | Mar. 31, 2014 | Jun. 06, 2014 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||||||
Credit facility obtained | $206,600,000 | |||||
Credit facility obtained | 515,000,000 | |||||
Total debt | 507,427,000 | 488,797,000 | ||||
Debt issuance costs expensed | 0 | 278,000 | ||||
Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility obtained | 320,000,000 | |||||
Frequency of payments | quarterly | |||||
Total debt | 189,000,000 | 169,725,000 | ||||
FOX Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Fox credit facility interest rate basis | LIBOR plus an applicable margin ranging from 1.50% to 2.50%, or the Prime Rate, plus an applicable margin ranging from 0.50% to 1.50% | |||||
FOX Credit Facility [Member] | Prime Rate [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.50% | |||||
FOX Credit Facility [Member] | Prime Rate [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.50% | |||||
Term Loan Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility obtained | 279,000,000 | |||||
Reduction in LIBOR loans | 1.50% to 2.50% | |||||
2014 Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance cost | 7,300,000 | |||||
Debt issuance costs expensed | 200,000 | |||||
Amount of debt modification and extinguishment costs being amortized | 7,100,000 | |||||
2014 Credit Agreement [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Unused fee percentage | 0.45% | |||||
2014 Credit Agreement [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Unused fee percentage | 0.60% | |||||
2014 Credit Agreement [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.00% | |||||
2014 Credit Agreement [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.75% | |||||
2014 Credit Agreement [Member] | Revolving Credit Facility [Member] | Federal Funds Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.50% | |||||
2014 Credit Agreement [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.00% | |||||
2014 Credit Agreement [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.75% | |||||
2014 Credit Agreement [Member] | Letter of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility obtained | 100,000,000 | |||||
2014 Credit Agreement [Member] | Swing Line Loans [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility obtained | 25,000,000 | |||||
2014 Credit Agreement [Member] | Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility obtained | 725,000,000 | |||||
2014 Revolving Credit Facility [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility obtained | 400,000,000 | |||||
2014 Revolving Credit Facility [Member] | Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | 1,200,000 | |||||
2014 Revolving Credit Facility [Member] | Term Loan And Revolving Line Of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility obtained | 200,000,000 | |||||
2014 Term Loan [Member] | Swing Line Loans [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt extinguished, amount | 290,000,000 | |||||
2014 Term Loan [Member] | Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Original issue discount | 99.50% | |||||
Frequency of payments | quarterly | |||||
Credit facility quarterly payments | 810,000 | |||||
Credit facility obtained | 325,000,000 | |||||
2014 Term Loan [Member] | Term Loan [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.00% | |||||
2014 Term Loan [Member] | Term Loan [Member] | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.25% | |||||
2014 Term Loan [Member] | Term Loan [Member] | Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.25% | |||||
Letter of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Letter of credit outstanding | 4,400,000 | |||||
2011 Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs expensed | $2,100,000 |
Debt_Summary_of_Debt_Holdings_
Debt - Summary of Debt Holdings (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Jul. 10, 2014 |
In Thousands, unless otherwise specified | |||
Debt Instrument [Line Items] | |||
Total debt | 507,427 | 488,797 | |
Less: Current portion | -3,250 | -3,250 | |
Long term debt | 504,177 | 485,547 | |
FOX | |||
Debt Instrument [Line Items] | |||
Non-controlling interest | 41.00% | 41.00% | 41.00% |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 189,000 | 169,725 | |
Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 322,563 | 323,375 | |
Less: Current portion | -3,250 | -3,250 | |
Original Issue Discount [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | -4,136 | -4,303 |
Derivative_Instruments_and_Hed1
Derivative Instruments and Hedging Activities - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended |
In Millions, unless otherwise specified | Sep. 16, 2014 | Mar. 31, 2014 | Oct. 31, 2011 | Mar. 31, 2015 |
Interest Rate Swap [Member] | Other Current Liabilities | ||||
Derivative [Line Items] | ||||
Fair value of interest | $2 | |||
Interest Rate Swap [Member] | Other Noncurrent Liabilities | ||||
Derivative [Line Items] | ||||
Fair value of interest | 11.6 | |||
New Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Notional amount | 220 | |||
Interest rate on notional amount | 2.97% | |||
Interest rate swap agreement with bank, agreement period | 3 months | |||
Fair value loss | 7.4 | |||
Three-Year Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Notional amount | 200 | |||
Interest rate on notional amount | 2.49% | |||
Interest rate swap agreement with bank, agreement period | 3 months | |||
Fair value loss | $2.50 | |||
Term of derivative | 3 years | |||
London Interbank Offered Rate (LIBOR) | Three-Year Interest Rate Swap | Interest Rate Floor | ||||
Derivative [Line Items] | ||||
Interest rate on LIBOR | 1.50% |
Fair_Value_Measurement_Summary
Fair Value Measurement - Summary of Assets and Liabilities Carried at Fair Value Measured on Recurring Basis (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | |
Liabilities: | |||||
Total recorded at fair value | ($75,000) | ($75,000) | ($75,000) | ($19,110,000) | |
Fair Value Measurements Recurring [Member] | Carrying Value [Member] | |||||
Assets: | |||||
Equity method investment - FOX | 231,767,000 | ||||
Interest rate cap | 245,214,000 | ||||
Liabilities: | |||||
Call option of noncontrolling shareholder | -25,000 | [1] | -25,000 | ||
Put option of noncontrolling shareholders | -50,000 | [2] | -50,000 | ||
Interest rate swap | -13,648,000 | -9,828,000 | |||
Total recorded at fair value | 218,044,000 | 235,311,000 | |||
Fair Value Measurements Recurring [Member] | Level 1 [Member] | Fair Value [Member] | |||||
Assets: | |||||
Equity method investment - FOX | 231,767,000 | ||||
Interest rate cap | 245,214,000 | ||||
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 | 231,767,000 | 245,214,000 | |||
Fair Value Measurements Recurring [Member] | Level 2 [Member] | Fair Value [Member] | |||||
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 | -13,648,000 | -9,828,000 | |||
Total recorded at fair value | -13,648,000 | -9,828,000 | |||
Fair Value Measurements Recurring [Member] | Level 3 [Member] | Fair Value [Member] | |||||
Assets: | |||||
Equity method investment - FOX | 0 | ||||
Interest rate cap | 0 | ||||
Liabilities: | |||||
Call option of noncontrolling shareholder | -25,000 | [1] | -25,000 | ||
Put option of noncontrolling shareholders | -50,000 | [2] | -50,000 | ||
Interest rate swap | 0 | 0 | |||
Total recorded at fair value | ($75,000) | ($75,000) | |||
[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 Fair Value Measurements (Detail) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 |
Fair Value Disclosures [Abstract] | |||
Fair value of liability, Beginning balance | ($75) | ($75) | ($19,110) |
Contingent consideration - Sport Truck | 0 | -19,035 | |
Fair value of liability, Ending balance | ($75) | ($19,110) |
Fair_Value_Measurement_Additio
Fair Value Measurement - Additional Information (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Jul. 10, 2014 |
In Thousands, unless otherwise specified | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Outstanding Term Loan Facility, carrying value | 507,427 | 488,797 | |
Term Loan Facility [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Outstanding Term Loan Facility, carrying value | 322,563 | 323,375 | |
FOX | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Non-controlling interest | 41.00% | 41.00% | 41.00% |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | ||
Apr. 30, 2014 | Jan. 30, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | |
Stockholders Equity [Line Items] | ||||
Trust shares, authorized | 500,000,000 | 500,000,000 | ||
Trust shares, voting rights | One vote per share | |||
Holding Event, anniversary since acquisition | 5 years | |||
Distribution made to holders, distribution date | 29-Apr-15 | 29-Jan-15 | ||
Distribution declared per share | $0.36 | $0.36 | ||
Distribution made to holders, date of record | 22-Apr-15 | 22-Jan-15 | ||
Distribution made to holders, declaration date | 9-Apr-15 | 8-Jan-15 |
Stockholders_Equity_Summary_of
Stockholders' Equity - Summary of Basic and Diluted Earnings Per Share (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Equity [Abstract] | ||
Net income attributable to Holdings | ($24,902) | $4,659 |
Less: Effect of contribution based profit-Holding Event | 798 | 804 |
Net income from Holdings attributable to Trust shares | ($25,700) | $3,855 |
Basic and diluted weighted average shares outstanding | 54,300 | 48,300 |
Net income per share - basic and fully diluted | ($0.47) | $0.08 |
Warranties_Change_in_Carrying_
Warranties - Change in Carrying Value of Company's Warranty Liability (Detail) (USD $) | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Jul. 10, 2014 | |
Guarantees [Abstract] | |||||
Product Warranty Accrual, Beginning Balance | $2,540 | $5,815 | |||
Accrual | 243 | 3,025 | |||
Warranty payments | -282 | -2,420 | |||
Deconsolidation of subsidiary | 0 | [1] | |||
Product Warranty Accrual, Ending balance | $2,501 | ||||
FOX | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Non-controlling interest | 41.00% | 41.00% | 41.00% | ||
[1] | {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOjlhNmJjZjdiYmIwOTQyYzNiOTA0NWJkNzIxY2MyNGM5fFRleHRTZWxlY3Rpb246NTJEOTI1MjI3Mjk5RUZEQTRGRjJDN0JEOUEzODFDQjgM} |
Noncontrolling_Interest_Compan
Noncontrolling Interest - Company's Ownership Percentage of its Majority Owned Operating Segments and Related Noncontrolling Interest (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
In Thousands, unless otherwise specified | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | $41,538 | $40,903 | ||
CamelBak | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | 15,303 | 14,932 | ||
CamelBak | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 89.90% | [1] | 89.90% | [1] |
CamelBak | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 79.70% | [1] | 79.70% | [1] |
Ergobaby | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | 15,446 | 14,783 | ||
Ergobaby | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 81.00% | [1] | 81.00% | [1] |
Ergobaby | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 74.20% | [1] | 74.30% | [1] |
Liberty | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | 2,648 | 2,547 | ||
Liberty | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 96.20% | [1] | 96.20% | [1] |
Liberty | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 84.60% | [1] | 84.80% | [1] |
ACI | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | 1,534 | 790 | ||
ACI | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 69.40% | [1] | 69.40% | [1] |
ACI | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 69.30% | [1] | 69.30% | [1] |
American Furniture | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | 260 | 260 | ||
American Furniture | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 99.90% | [1] | 99.90% | [1] |
American Furniture | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 89.70% | [1] | 99.90% | [1] |
Arnold Magnetics | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | 1,982 | 1,950 | ||
Arnold Magnetics | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 96.70% | [1] | 96.70% | [1] |
Arnold Magnetics | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 87.30% | [1] | 87.50% | [1] |
Clean Earth | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | 2,946 | 2,672 | ||
Clean Earth | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 97.90% | [1] | ||
Clean Earth | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 86.20% | [1] | ||
Sterno Candle Lamp | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | 125 | |||
Sterno Candle Lamp | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 91.30% | [1] | 91.70% | [1] |
Sterno Candle Lamp | Sterno Candle Lamp | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 100.00% | [1] | 100.00% | [1] |
Tridien | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | 1,070 | 2,744 | ||
Tridien | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 81.30% | [1] | 81.30% | [1] |
Tridien | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 65.40% | [1] | 65.40% | [1] |
Allocation Interests | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | $100 | $100 | ||
[1] | The principal difference between primary and diluted percentages of our operating segments is due to stock option issuances of operating segment stock to management of the respective businesses. |
Income_Taxes_Reconciliation_be
Income Taxes - Reconciliation between Federal Statutory Rate and Effective Income Tax Rate (Detail) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
United States Federal Statutory Rate | -35.00% | 35.00% |
Foreign and State income taxes (net of Federal benefits) | 0.30% | 1.00% |
Expenses of Compass Group Diversified Holdings, LLC representing a pass through to shareholders | 9.80% | 6.20% |
Effective Income Tax Rate Reconciliation, Deduction, Percent | 21.50% | |
Impact of subsidiary employee stock options | 0.50% | 0.40% |
Domestic production activities deduction | -0.80% | -2.40% |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Amount | 12.20% | |
Non-recognition of NOL carryforwards at subsidiaries | 5.10% | -1.20% |
Other | 1.80% | 4.90% |
Effective income tax rate | 15.40% | 43.90% |
Defined_Benefit_Plan_Additiona
Defined Benefit Plan - Additional Information (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Unfunded liability | $3.40 |
Expected contribution to the Foreign Plan | 0.5 |
Arnold [Member] | Switzerland [Member] | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Contribution to the Foreign Plan | $0.10 |
Defined_Benefit_Plan_Summary_o
Defined Benefit Plan - Summary of Net Periodic Benefit Cost (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Compensation and Retirement Disclosure [Abstract] | ||
Service cost | $162 | $118 |
Interest cost | 47 | 76 |
Expected return on plan assets | -49 | -198 |
Net periodic benefit cost | $160 | ($4) |
Subsequent_Event_Detail
Subsequent Event (Detail) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Oct. 10, 2014 |
Subsequent Event [Line Items] | |||
Purchase price | $0 | $42,297 | |
Affiliated Entity | Loans Provided In Acquisition [Member] | |||
Subsequent Event [Line Items] | |||
Intercompany loans to business | $91,600 |
Uncategorized_Items
Uncategorized Items | 3/31/15 |
USD ($) | |
[us-gaap_GoodwillGross] | 413,306,000 |
[us-gaap_GoodwillImpairedAccumulatedImpairmentLoss] | 61,810,000 |