Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 28, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Entity Registrant Name | COMPASS DIVERSIFIED HOLDINGS | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-34927 | |
Entity Tax Identification Number | 57-6218917 | |
Entity Address, Address Line One | 301 Riverside Avenue | |
Entity Address, Address Line Two | Second Floor | |
Entity Address, City or Town | Westport | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06880 | |
City Area Code | 203 | |
Local Phone Number | 221-1703 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 59,900,000 | |
Entity Central Index Key | 0001345126 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Shares representing beneficial interests in Compass Diversified Holdings | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Shares representing beneficial interests in Compass Diversified Holdings | |
Trading Symbol | CODI | |
Security Exchange Name | NYSE | |
Series A Preferred Shares representing Series A Trust Preferred Interest in Compass Diversified Holdings | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series A Preferred Shares representing Series A Trust Preferred Interest in Compass Diversified Holdings | |
Trading Symbol | CODI PR A | |
Security Exchange Name | NYSE | |
Series B Preferred Shares representing Series B Trust Preferred Interest in Compass Diversified Holdings | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series B Preferred Shares representing Series B Trust Preferred Interest in Compass Diversified Holdings | |
Trading Symbol | CODI PR B | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 285,838 | $ 48,771 |
Accounts receivable, net | 221,423 | 205,545 |
Inventories | 332,221 | 307,437 |
Prepaid expenses and other current assets | 41,975 | 29,670 |
Disposal Group, Including Discontinued Operation, Assets, Current | 0 | 89,762 |
Total current assets | 881,457 | 681,185 |
Property, plant and equipment, net | 142,291 | 146,601 |
Operating Lease, Right-of-Use Asset | 89,159 | |
Goodwill | 438,019 | 471,115 |
Intangible assets, net | 575,354 | 615,592 |
Other non-current assets | 97,099 | 8,378 |
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 0 | 449,464 |
Total assets | 2,134,220 | 2,372,335 |
Current liabilities: | ||
Accounts payable | 87,753 | 77,169 |
Accrued expenses | 123,207 | 106,612 |
Due to related party | 8,142 | 11,093 |
Current portion, long-term debt | 5,000 | 5,000 |
Operating Lease, Liability, Current | 18,499 | |
Other current liabilities | 30,648 | 6,912 |
Disposal Group, Including Discontinued Operation, Liabilities, Current | 0 | 52,494 |
Total current liabilities | 254,750 | 259,280 |
Deferred income taxes | 31,275 | 33,984 |
Long-term debt | 680,513 | 1,098,871 |
Operating Lease, Liability, Noncurrent | 72,730 | |
Other non-current liabilities | 87,427 | 12,615 |
Disposal Group, Including Discontinued Operation, Liabilities, Noncurrent | 0 | 48,243 |
Total liabilities | 1,053,965 | 1,452,993 |
Preferred Stock Series A, value issued | 96,417 | 96,417 |
Preferred Stock Series B, Value Issued | 96,504 | 96,504 |
Stockholders’ equity | ||
Trust common shares, no par value, 500,000 authorized; 59,900 shares issued and outstanding at September 30, 2019 and December 31, 2018 | 924,680 | 924,680 |
Accumulated other comprehensive loss | (6,063) | (8,776) |
Accumulated deficit | (78,728) | (249,453) |
Total stockholders’ equity attributable to Holdings | 1,032,810 | 859,372 |
Noncontrolling interest | 47,445 | 39,922 |
Stockholders' Equity Attributable to Noncontrolling Interest, Discontinued Operations | 0 | 20,048 |
Total stockholders’ equity | 1,080,255 | 919,342 |
Total liabilities and stockholders’ equity | 2,134,220 | $ 2,372,335 |
Present value of lease liabilities | $ 91,229 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss | $ (14,873) | $ (11,882) |
Accumulated amortization | $ 0 | $ 10,250 |
Trust shares, par value (usd per share) | ||
Trust shares, authorized (shares) | 500,000,000 | 500,000,000 |
Trust shares, issued (shares) | 59,900,000 | 59,900,000 |
Trust shares, outstanding (shares) | 59,900,000 | 59,900,000 |
Preferred stock, authorized (shares) | 50,000,000 | 50,000,000 |
Preferred Stock, No Par Value | ||
Preferred Stock, Shares Issued | 4,000,000 | 4,000,000 |
Preferred Stock, Shares Outstanding | 4,000,000 | 4,000,000 |
preferred stock, shares issued- Series B | 4,000,000 | 4,000,000 |
preferred stock, shares outstanding- Series B | 4,000,000 | 4,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Proceeds from sale of business | $ 501,895 | $ 0 | ||
Net revenues | $ 388,313 | $ 360,283 | 1,063,254 | 986,402 |
Cost of revenues | 251,778 | 236,286 | 684,601 | 640,039 |
Gross profit | 136,535 | 123,997 | 378,653 | 346,363 |
Operating expenses: | ||||
Selling, general and administrative expense | 82,027 | 79,577 | 243,736 | 241,253 |
Management fees | 8,874 | 10,768 | 28,352 | 32,204 |
Amortization expense | 13,520 | 12,788 | 40,632 | 35,533 |
Goodwill, Impairment Loss | 33,381 | 0 | 33,381 | 0 |
Operating income (loss) | (1,267) | 20,864 | 32,552 | 37,373 |
Other income (expense): | ||||
Interest expense, net | (11,525) | (15,635) | (48,424) | (35,227) |
Debt and Equity Securities, Realized Gain (Loss), Excluding Other-than-temporary Impairment | (4,893) | (10,193) | 0 | |
Amortization of debt issuance costs | (770) | (927) | (2,625) | (2,978) |
Gain (Loss) on Extinguishment of Debt | (5,038) | 0 | (5,038) | (744) |
Loss on investment in FOX | 0 | |||
Other income (expense), net | (689) | 511 | (1,213) | (2,285) |
Income (loss) from continuing operations before income taxes | (24,182) | 4,813 | (34,941) | (3,861) |
Provision for income taxes | 4,400 | 5,470 | 10,375 | 7,557 |
Income (loss) from continuing operations | (28,582) | (657) | (45,316) | (11,418) |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 6,423 | 16,901 | 14,931 |
Gain on sale of discontinued operations | 2,039 | 0 | 330,203 | 1,165 |
Net income (loss) | (26,543) | 5,766 | 301,788 | 4,678 |
Less: Net income from continuing operations attributable to noncontrolling interest | (1,242) | (688) | (3,997) | (2,475) |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Noncontrolling Interest | 0 | 352 | (266) | 726 |
Net income (loss) attributable to Holdings | (27,785) | 4,726 | 298,057 | 1,477 |
Amounts attributable to Holdings | ||||
Income (loss) from continuing operations | (29,824) | (1,345) | (49,313) | (13,893) |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | 0 | 6,071 | 17,167 | 14,205 |
Gain on sale of discontinued operations, net of income tax | $ 2,039 | $ 0 | $ 330,203 | $ 1,165 |
Basic income (loss) per common share attributable to Holdings (refer to Note J) | ||||
Basic and fully diluted income (loss) per share attributable to Holdings, continuing operations (usd per share) | $ (1.33) | $ (0.16) | $ (1.95) | $ (0.45) |
Basic and fully diluted income (loss) per share attributable to Holdings, discontinued operations (usd per share) | 0.03 | 0.09 | 5.80 | 0.25 |
Basic and fully diluted income (loss) per share attributable to Holdings, total (usd per share) | $ (1.30) | $ (0.07) | $ 3.85 | $ (0.20) |
Weighted average number of shares of trust stock outstanding – basic and fully diluted (in shares) | 59,900 | 59,900 | 59,900 | 59,900 |
Cash distributions declared per share (refer to Note J) (usd per share) | $ 0.36 | $ 0.36 | $ 1.08 | $ 1.08 |
Velocity Outdoor | ||||
Net revenues | $ 46,647 | $ 34,289 | $ 107,395 | $ 94,266 |
Operating expenses: | ||||
Goodwill, Impairment Loss | $ 33,381 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Net income (loss) | $ (26,543) | $ 5,766 | $ 301,788 | $ 4,678 |
Cost of revenues | 251,778 | 236,286 | 684,601 | 640,039 |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustments | (861) | 1,603 | (608) | (2,424) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Tax | 0 | 0 | 4,791 | 0 |
Pension benefit liability, net | (690) | 34 | (1,470) | 643 |
Other comprehensive income (loss) | (1,551) | 1,637 | 2,713 | (1,781) |
Total comprehensive income (loss), net of tax | (28,094) | 7,403 | 304,501 | 2,897 |
Less: Net income attributable to noncontrolling interests | 1,242 | 1,040 | 3,731 | 3,201 |
Less: Other comprehensive income (loss) attributable to noncontrolling interests | (67) | 266 | (97) | (462) |
Total comprehensive income (loss) attributable to Holdings, net of tax | $ (29,269) | $ 6,097 | $ 300,867 | $ 158 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity - USD ($) | Total | Trust Common Shares | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Loss | Stockholders' Equity Attributable to Holdings | Non- Controlling Interest | Liberty | LibertyNon- Controlling Interest | Manitoba Harvest | Clean Earth | Series A | Series ATrust Preferred Shares | Series ARetained Earnings (Accumulated Deficit) | Series AStockholders' Equity Attributable to Holdings | Series BTrust Preferred Shares |
Noncontrolling interest | $ 33,709,000 | ||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest, Discontinued Operations | $ 19,082,000 | ||||||||||||||
Beginning balance at Dec. 31, 2017 | 925,999,000 | $ 924,680,000 | $ (145,316,000) | $ (2,573,000) | $ 873,208,000 | $ 96,417,000 | $ 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | 4,678,000 | 1,477,000 | 1,477,000 | 2,475,000 | |||||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Noncontrolling Interest | 726,000 | ||||||||||||||
Total comprehensive income, net | (1,781,000) | (1,781,000) | (1,781,000) | ||||||||||||
Option activity attributable to noncontrolling shareholders | 7,694,000 | 7,694,000 | |||||||||||||
Effect of subsidiary stock option exercise | $ 395,000 | $ 395,000 | |||||||||||||
Noncontrolling Interest, Increase from Sale of Parent Equity Interest | (6,372,000) | ||||||||||||||
Distribution Expense, Allocation Interests | 0 | ||||||||||||||
Distributions paid | (64,692,000) | (64,692,000) | (64,692,000) | $ (8,398,000) | $ (8,398,000) | $ (8,398,000) | |||||||||
Ending balance at Sep. 30, 2018 | 954,027,000 | 924,680,000 | (216,929,000) | (4,354,000) | 896,318,000 | 96,417,000 | 96,504,000 | ||||||||
Noncontrolling interest | 34,284,000 | ||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest, Discontinued Operations | 19,456,000 | ||||||||||||||
Beginning balance at Jun. 30, 2018 | 970,032,000 | 924,680,000 | (195,318,000) | (5,991,000) | 916,292,000 | 96,417,000 | 96,504,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | 5,766,000 | 4,726,000 | 4,726,000 | 688,000 | |||||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Noncontrolling Interest | 352,000 | ||||||||||||||
Total comprehensive income, net | 1,637,000 | 1,637,000 | 1,637,000 | ||||||||||||
Option activity attributable to noncontrolling shareholders | 2,529,000 | 2,529,000 | |||||||||||||
Effect of subsidiary stock option exercise | 6,772,000 | 6,772,000 | |||||||||||||
Noncontrolling Interest, Increase from Sale of Parent Equity Interest | (6,372,000) | ||||||||||||||
Distribution Expense, Allocation Interests | 0 | ||||||||||||||
Distributions paid | (21,564,000) | (21,564,000) | (21,564,000) | (4,773,000) | (4,773,000) | (4,773,000) | |||||||||
Ending balance at Sep. 30, 2018 | 954,027,000 | 924,680,000 | (216,929,000) | (4,354,000) | 896,318,000 | 96,417,000 | 96,504,000 | ||||||||
Noncontrolling interest | 37,901,000 | ||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest, Discontinued Operations | 19,808,000 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of Trust preferred shares, net of offering costs | 96,504,000 | 96,504,000 | 0 | 96,504,000 | |||||||||||
Noncontrolling interest | 39,922,000 | 3,342,000 | |||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest, Discontinued Operations | 20,048,000 | 20,048,000 | $ 11,160,000 | $ 8,888,000 | |||||||||||
Beginning balance at Dec. 31, 2018 | 919,342,000 | 924,680,000 | (249,453,000) | (8,776,000) | 859,372,000 | 96,417,000 | 96,504,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | 301,788,000 | 298,057,000 | 298,057,000 | 3,997,000 | |||||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Noncontrolling Interest | (266,000) | ||||||||||||||
Total comprehensive income, net | 2,713,000 | 2,713,000 | 2,713,000 | ||||||||||||
Option activity attributable to noncontrolling shareholders | 6,204,000 | 4,265,000 | |||||||||||||
Option activity attributable to noncontrolling interest, discontinued ops | 1,939,000 | ||||||||||||||
Effect of subsidiary stock option exercise | 41,000 | ||||||||||||||
Purchase of noncontrolling interest | (780,000) | (780,000) | |||||||||||||
Noncontrolling Interest, Decrease from Deconsolidation | $ (10,799,000) | $ (10,922,000) | |||||||||||||
Distribution Expense, Allocation Interests | 51,296,000 | (51,296,000) | |||||||||||||
Distributions paid | (64,692,000) | (64,692,000) | (64,692,000) | (11,344,000) | (11,344,000) | (11,344,000) | |||||||||
Ending balance at Sep. 30, 2019 | 1,080,255,000 | 924,680,000 | (78,728,000) | (6,063,000) | 1,032,810,000 | 96,417,000 | 96,504,000 | ||||||||
Noncontrolling interest | 45,977,000 | ||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest, Discontinued Operations | 0 | ||||||||||||||
Beginning balance at Jun. 30, 2019 | 1,176,781,000 | 924,680,000 | 17,715,000 | (4,512,000) | 1,130,804,000 | 96,417,000 | 96,504,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | (26,543,000) | (27,785,000) | (27,785,000) | 1,242,000 | |||||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Noncontrolling Interest | 0 | ||||||||||||||
Total comprehensive income, net | (1,551,000) | (1,551,000) | (1,551,000) | ||||||||||||
Option activity attributable to noncontrolling shareholders | 936,000 | 936,000 | |||||||||||||
Option activity attributable to noncontrolling interest, discontinued ops | 0 | ||||||||||||||
Purchase of noncontrolling interest | (710,000) | $ (710,000) | |||||||||||||
Distribution Expense, Allocation Interests | 43,313,000 | (43,313,000) | |||||||||||||
Distributions paid | (21,564,000) | (21,564,000) | (21,564,000) | $ (3,781,000) | $ (3,781,000) | $ (3,781,000) | |||||||||
Ending balance at Sep. 30, 2019 | 1,080,255,000 | $ 924,680,000 | $ (78,728,000) | $ (6,063,000) | $ 1,032,810,000 | $ 96,417,000 | $ 96,504,000 | ||||||||
Noncontrolling interest | 47,445,000 | $ 2,777,000 | |||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest, Discontinued Operations | $ 0 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Cash flows from operating activities: | |||||
Net income (loss) | $ (26,543,000) | $ 5,766,000 | $ 301,788,000 | $ 4,678,000 | |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 6,423,000 | 16,901,000 | 14,931,000 | |
Gain on sale of discontinued operations | 2,039,000 | 0 | 330,203,000 | 1,165,000 | |
Income (loss) from continuing operations | (28,582,000) | (657,000) | (45,316,000) | (11,418,000) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||
Depreciation expense | 8,400,000 | 7,900,000 | 24,628,000 | 22,826,000 | |
Amortization expense | 40,632,000 | 42,860,000 | |||
Asset Impairment Charges | 33,381,000 | 0 | |||
Amortization of debt issuance costs and original issue discount | 3,022,000 | 3,403,000 | |||
Unrealized (gain) loss on interest rate swap | 3,486,000 | (4,649,000) | |||
Noncontrolling stockholder stock based compensation | 4,265,000 | 5,973,000 | |||
Provision for loss on receivables | 2,539,000 | 481,000 | |||
Deferred taxes | (2,208,000) | (23,000) | |||
Gain (Loss) on Extinguishment of Debt | 5,038,000 | 0 | 5,038,000 | 744,000 | |
Other | 853,000 | (431,000) | |||
Changes in operating assets and liabilities, net of acquisitions: | |||||
Accounts receivable | (19,187,000) | (28,181,000) | |||
Inventories | (24,863,000) | (26,514,000) | |||
Other current and non-current assets | (11,826,000) | (4,786,000) | |||
Accounts payable and accrued expenses | 27,278,000 | 35,805,000 | |||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | 41,722,000 | 36,090,000 | |||
Cash Provided by (Used in) Operating Activities, Discontinued Operations | (10,138,000) | 22,682,000 | |||
Net Cash Provided by (Used in) Operating Activities | 31,584,000 | 58,772,000 | |||
Cash flows from investing activities: | |||||
Acquisitions, net of cash acquired | 0 | (495,136,000) | |||
Purchases of property and equipment | (21,964,000) | (34,690,000) | |||
Payment of interest rate swap | (675,000) | (1,444,000) | |||
Proceeds from sale of businesses | 501,895,000 | 0 | |||
Other investing activities | 1,673,000 | (9,000) | |||
Net Cash Provided by (Used in) Investing Activities, Continuing Operations | 480,929,000 | (531,279,000) | |||
Cash Provided by (Used in) Investing Activities, Discontinued Operations | 279,219,000 | (63,426,000) | |||
Net Cash Provided by (Used in) Investing Activities | 760,148,000 | (594,705,000) | |||
Cash flows from financing activities: | |||||
Proceeds from the issuance of Trust preferred shares, net | 0 | 96,504,000 | |||
Borrowings under credit facility | 108,000,000 | 1,252,750,000 | |||
Repayments under credit facility | (533,500,000) | (1,125,473,000) | |||
Proceeds from Issuance of Senior Long-term Debt | 0 | 400,000,000 | |||
Distributions paid - common shares | (21,564,000) | (21,564,000) | (64,692,000) | (64,692,000) | |
Distributions Made To Preferred Shareholders, Cash Distributions Paid | (11,344,000) | (8,398,000) | |||
Distribution Expense, Allocation Interests | (43,313,000) | $ 0 | (51,296,000) | 0 | |
Stock Issued, Value, Stock Options Exercised, Net of Tax Benefit (Expense) | 41,000 | 395,000 | |||
Repurchases of subsidiary stock | (778,000) | (6,372,000) | |||
Debt issuance costs | 0 | (14,887,000) | |||
Other | (3,549,000) | 1,461,000 | |||
Net cash (used in) provided by financing activities | (557,118,000) | 531,288,000 | |||
Foreign currency impact on cash | (2,102,000) | 916,000 | |||
Net increase (decrease) in cash and cash equivalents | 232,512,000 | (3,729,000) | |||
Cash and cash equivalents — beginning of period (1) | [1] | 53,326,000 | $ 39,885,000 | ||
Cash and cash equivalents — end of period | $ 285,838,000 | $ 285,838,000 | |||
[1] | (1) Includes cash from discontinued operations of $4.6 million at January 1, 2019 and $4.2 million at January 1, 2018. |
Presentation and Principles of
Presentation and Principles of Consolidation | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Presentation and Principles of Consolidation | Presentation and Principles of Consolidation Compass Diversified Holdings, a Delaware statutory trust (the "Trust" or "Holdings") and Compass Group Diversified Holdings LLC, a Delaware limited liability company (the "Company"), were formed to acquire and manage a group of small and middle-market businesses headquartered in North America. In accordance with the second amended and restated Trust Agreement, dated as of December 6, 2016 (as amended and restated, the "Trust Agreement"), the Trust is sole owner of 100% of the Trust Interests (as defined in the Company’s fifth amended and restated operating agreement, dated as of December 6, 2016 (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 eight businesses, or reportable operating segments, at September 30, 2019 . The segments are as follows: 5.11 Acquisition Corp. ("5.11" or "5.11 Tactical"), Velocity Outdoor, Inc. (formerly Crosman Corp.) ("Velocity Outdoor" or "Velocity"), The Ergo Baby Carrier, Inc. ("Ergobaby"), Liberty Safe and Security Products, Inc. ("Liberty Safe" or "Liberty"), Compass AC Holdings, Inc. ("ACI" or "Advanced Circuits"), AMT Acquisition Corporation ("Arnold"), FFI Compass, Inc. ("Foam Fabricators" or "Foam") and The Sterno Group, LLC ("Sterno"). Refer to Note E - "Operating Segment Data" for further discussion of the operating segments. 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"). Basis of Presentation The condensed consolidated financial statements for the three and nine month periods ended September 30, 2019 and September 30, 2018 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" or "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, 2018 . 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. Discontinued Operations During the first quarter of 2019, the Company completed the sale of Fresh Hemp Foods Ltd. ("Manitoba Harvest"). Additionally, during the second quarter of 2019, the Company completed the sale of Clean Earth Holdings, Inc. ("Clean Earth"). The results of operations of Manitoba Harvest and Clean Earth are reported as discontinued operations in the condensed consolidated statements of operations for the nine months ended September 30, 2019 . Refer to Note C - "Discontinued Operations" for additional information. Unless otherwise indicated, the disclosures accompanying the condensed consolidated financial statements reflect the Company's continuing operations. Seasonality Earnings of certain of our operating segments are seasonal in nature due to various recurring events, holidays and seasonal weather patterns, as well as the timing of our acquisitions during a given year. Historically, the third and fourth quarter produce the highest net sales during our fiscal year. Recently Adopted Accounting Pronouncements Leases As of January 1, 2019, the Company adopted Accounting Standards Update ("ASU") No. 2016-02, Leases ("Topic 842"). The new standard requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. The standard update offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. In July 2018, the Financial Accounting Standards Board ("FASB") issued two updates to Topic 842 to clarify how to apply certain aspects of the new lease standard, and to give entities another option for transition and to provide lessors with a practical expedient to reduce the cost and complexity of implementing the new standard. The transition option allows entities to not apply the new lease standard in the comparative periods presented in the financial statements in the year of adoption. The Company adopted the new standard using the optional transition method. The reported results for reporting periods after January 1, 2019 are presented under the new lease guidance while prior period amounts were prepared under the previous lease guidance. The new standard provides a number of optional practical expedients in transition. The Company elected to use the package of practical expedients that allows us to not reassess: (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases and (iii) initial direct costs for any expired or existing leases. We additionally elected to use the practical expedient that allows lessees to treat the lease and non-lease components of leases as a single lease component and the practical expedient pertaining to land easements. In addition, the new standard provides for an accounting election that permits a lessee to elect not to apply the recognition requirements of Topic 842 to short-term leases by class of underlying asset. The Company adopted this accounting election for all classes of assets. The Company has performed an assessment of the impact of the adoption of Topic 842 on the Company's consolidated financial position and results of operations for the Company's leases, which consist of manufacturing facilities, warehouses, office facilities, retail stores, equipment and vehicle leases. The adoption of the new lease standard on January 1, 2019 resulted in the recognition of right-of-use assets of approximately $90.6 million and lease liabilities for operating leases of approximately $97.4 million on our Consolidated Balance Sheets, with no material impact to its Consolidated Statements of Operations or Consolidated Statement of Cash Flows. We implemented processes and a lease accounting system to ensure adequate internal controls were in place to assess our leasing arrangements and enable proper accounting and reporting of financial information upon adoption. No cumulative effect adjustment was recognized as the amount was not material. Refer to " Note O - Commitments and Contingencies " for additional information regarding the Company's adoption of Topic 842. Recently Issued Accounting Pronouncements |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Acquisition of Foam Fabricators On February 15, 2018, pursuant to an agreement entered into on January 18, 2018, the Company, through a wholly owned subsidiary, FFI Compass, Inc. (“Buyer”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Warren F. Florkiewicz (“Seller”) pursuant to which Buyer acquired all of the issued and outstanding capital stock of Foam Fabricators, Inc., a Delaware corporation (“Foam Fabricators”). Foam Fabricators is a leading designer and manufacturer of custom molded protective foam solutions and original equipment manufacturer ("OEM") components made from expanded polymers such as expanded polystyrene (EPS) and expanded polypropylene (EPP). Founded in 1957 and headquartered in Scottsdale, Arizona, it operates 13 molding and fabricating facilities across North America and provides products to a variety of end-markets, including appliances and electronics, pharmaceuticals, health and wellness, automotive, building and other products. The Company made loans to, and purchased a 100% controlling interest in Foam Fabricators. The final purchase price, after the working capital settlement and net of transaction costs, was approximately $253.4 million . The Company funded the acquisition through a draw on the 2014 Revolving Credit Facility. The transaction was accounted for as a business combination. CGM acted as an advisor to the Company in the acquisition and provided integration services during the first year of the Company's ownership. CGM received integration service fees of $2.25 million payable over a twelve month period as services were rendered. The Company incurred $1.6 million of transaction costs in conjunction with the Foam Fabricators acquisition, which was included in selling, general and administrative expense in the consolidated results of operations in the quarter ended March 31, 2018. The results of operations of Foam Fabricators have been included in the consolidated results of operations since the date of acquisition. Foam Fabricator's results of operations are reported as a separate operating segment. The allocation of the purchase price, which was finalized during the fourth quarter of 2018, was based upon management's estimate of the fair values using valuation techniques including income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates were based on, but not limited to, expected future revenue and cash flows, expected future growth rates and estimated discount rates. Current and noncurrent assets and current and other liabilities were estimated at their historical carrying values. Property, plant and equipment was valued through a purchase price appraisal and will be depreciated on a straight-line basis over the respective remaining useful lives. Goodwill was calculated as the excess of the consideration transferred over the fair value of the identifiable net assets and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and non-contractual relationships, as well as expected future synergies. The tradename was valued at $4.2 million using a relief from royalty methodology, in which an asset is valuable to the extent that the ownership of the asset relieves the company from the obligation of paying royalties for the benefits generated by the asset. The customer relationships intangible asset was valued at $114.1 million using an excess earnings methodology, in which an asset is valuable to the extent it enables its owners to earn a return in excess of the required returns on the other assets utilized in the business. The customer relationships intangible asset was derived using a risk adjusted discount rate. Acquisition of Rimports On February 26, 2018, the Company's Sterno subsidiary acquired all of the issued and outstanding capital stock of Rimports, Inc., a Utah corporation (“Rimports”), pursuant to a Stock Purchase Agreement, dated January 23, 2018, by and among Sterno and Jeffery W. Palmer, individually and in his capacity as Seller Representative, the Jeffery Wayne Palmer Dynasty Trust dated December 26, 2011, the Angela Marie Palmer Irrevocable Trust dated December 26, 2011, the Angela Marie Palmer Charitable Lead Trust, the Fidelity Investments Charitable Gift Fund, the TAK Irrevocable Trust dated June 7, 2012, and the SAK Irrevocable Trust dated June 7, 2012. Headquartered in Provo, Utah, Rimports is a manufacturer and distributor of branded and private label scented wickless candle products used for home décor and fragrance. Rimports offers an extensive line of wax warmers, scented wax cubes, essential oils and diffusers, and other home fragrance systems, through the mass retailer channel. Sterno purchased a 100% controlling interest in Rimports. The purchase price, after the working capital settlement and net of transaction costs, was approximately $154.4 million . The purchase price of Rimports included a potential earn-out of up to $25 million contingent on the attainment of certain future performance criteria of Rimports for the twelve-month period from May 1, 2017 to April 30, 2018 and the fourteen month period from March 1, 2018 to April 30, 2019. The fair value of the contingent consideration was estimated at $4.8 million . Sterno funded the acquisition through their intercompany credit facility with the Company. The transaction was accounted for as a business combination. Sterno incurred $0.6 million of transaction costs in conjunction with the acquisition of Rimports, which was included in selling, general and administrative expense in the consolidated results of operations in the quarter ended March 31, 2018. The results of operations of Rimports have been included in the consolidated results of operations since the date of acquisition. Rimport's results of operations are included in the Sterno operating segment. The allocation of the purchase price, which was finalized during the fourth quarter of 2018, was based upon management's estimate of the fair values using valuation techniques including income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates were based on, but not limited to, expected future revenue and cash flows, expected future growth rates and estimated discount rates. Current and noncurrent assets and current and other liabilities were estimated at their historical carrying values. Property, plant and equipment was valued through a purchase price appraisal and will be depreciated on a straight-line basis over the respective remaining useful lives. Goodwill was calculated as the excess of the consideration transferred over the fair value of the identifiable net assets and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and non-contractual relationships, as well as expected future synergies. The tradename was valued at $6.6 million using a relief from royalty methodology, in which an asset is valuable to the extent that the ownership of the asset relieves the company from the obligation of paying royalties for the benefits generated by the asset. The customer relationships intangible asset was valued at $79.1 million using an excess earnings methodology, in which an asset is valuable to the extent it enables its owners to earn a return in excess of the required returns on the other assets utilized in the business. The customer relationships intangible asset was derived using a risk adjusted discount rate. Unaudited pro forma information The following unaudited pro forma data for the nine months ended September 30, 2018 gives effect to the acquisition of Foam Fabricators and Sterno's acquisition of Rimports, as described above, and the disposition of Manitoba Harvest and Clean Earth, as if these transactions had been completed as of January 1, 2018. 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) Nine months ended September 30, 2018 Net revenues $ 1,026,230 Gross profit 356,782 Operating income 40,481 Net loss (13,055 ) Net loss attributable to Holdings (15,530 ) Basic and fully diluted net loss per share attributable to Holdings $ (0.49 ) Other acquisitions Velocity Outdoor Ravin Crossbows - On September 4, 2018, Velocity Outdoor (formerly Crosman Corp.) acquired all of the outstanding membership interests in Ravin Crossbows, LLC ("Ravin" or "Ravin Crossbows") for a purchase price of approximately $98.0 million , net of transaction costs, plus a potential earn-out of up to $25.0 million based on gross profit levels for the trailing twelve month period ending December 31, 2018. Velocity funded the acquisition and payment of related transaction costs through the issuance of an additional $38.9 million in intercompany loans and the issuance of additional equity to the Company of $60.6 million . Velocity recorded a purchase price allocation for Ravin comprised of $67.5 million in intangible assets ( $14.1 million in finite lived trade name, $42.6 million in technologies valued using an excess earnings methodology, and $10.8 million in customer relationships), $2.5 million in inventory step-up, and $13.3 million in goodwill which is expected to be deductible for income tax purposes. The remainder of the purchase consideration was allocated to net assets acquired. The potential earn-out was valued at $4.7 million as part of the purchase price allocation. Velocity incurred transaction costs of $1.4 million related to the Ravin acquisition, which were recorded as selling, general and administrative costs in the accompanying statement of operations as of December 31, 2018. The purchase price allocation was finalized during the first quarter of 2019. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2019 | |
Manitoba Harvest | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Note C — Discontinued Operations Sale of Clean Earth On May 8, 2019, the Company, as majority stockholder of CEHI Acquisition Corporation (“CEHI”) and as Sellers’ Representative, entered into a definitive Stock Purchase Agreement (the “Purchase Agreement”) with Calrissian Holdings, LLC (“Buyer”), CEHI, the other holders of stock and options of CEHI and, as Buyer’s guarantor, Harsco Corporation, pursuant to which Buyer would acquire all of the issued and outstanding securities of CEHI, the parent company of the operating entity, Clean Earth, Inc. On June 28, 2019, Buyer completed the acquisition of all of the issued and outstanding securities of CEHI pursuant to the Purchase Agreement. The sale price for CEHI was based on an aggregate total enterprise value of $625 million and is subject to customary working capital adjustments. After the allocation of the sale proceeds to CEHI non-controlling equity holders, the repayment of intercompany loans to the Company (including accrued interest) of $224.6 million , and the payment of transaction expenses of approximately $10.7 million , the Company received approximately $327.3 million of total proceeds at closing related to our equity interests in CEHI. The Company recognized a gain on the sale of CEHI of $206.3 million in the second quarter of 2019. During the third quarter of 2019, the Company received the working capital settlement from the Buyer and recorded an additional $2.2 million gain related to the sale of Clean Earth. Summarized results of operations of Clean Earth for the nine months ended September 30, 2019 and the three and nine months ended September 30, 2018 through the date of disposition are as follows (in thousands): Three months ended For the period January 1, 2019 through disposition Nine months ended Net sales $ 71,116 $ 132,737 $ 199,579 Gross profit 18,610 39,678 56,589 Operating income 4,278 6,232 12,495 Income from continuing operations before income taxes 4,202 5,880 12,215 Benefit for income taxes (2,627 ) (11,607 ) (2,247 ) Income from discontinued operations (1) $ 6,829 $ 17,487 $ 14,462 (1) The results of operations for the periods from January 1, 2019 through the date of disposition, and the three and nine months ended September 30, 2018 , each exclude $10.2 million and $4.5 million and $12.2 million , respectively, of intercompany interest expense. Sale of Manitoba Harvest On February 19, 2019, the Company, as majority shareholder of Manitoba Harvest and as Shareholder Representative, entered into a definitive agreement (the “Arrangement Agreement”) with Tilray, Inc. ("Tilray"), the other shareholders of Manitoba Harvest and a wholly-owned subsidiary of Tilray, 1197879 B.C. Ltd. (“Tilray Subco”), to sell to Tilray, through Tilray Subco, all of the issued and outstanding securities of Manitoba Harvest. On February 28, 2019, Tilray Subco completed the acquisition of all the issued and outstanding securities of Manitoba Harvest pursuant to the Arrangement Agreement. Subject to certain customary adjustments, the shareholders of Manitoba Harvest, including the Company, received or will receive the following from Tilray as consideration for their shares of Manitoba Harvest: (i) C$150 million in cash to the holders of preferred shares of Manitoba Harvest and the holders of common shares of Manitoba Harvest (“Common Holders”) and C$127.5 million in shares of class 2 Common Stock of Tilray (“Tilray Common Stock”) to the Common Holders on the closing date of the sale (the “Closing Date Consideration”), and (ii) C$50 million in cash and C$42.5 million in Tilray Common Stock to the Common Holders on the date that is six months after the closing date of the arrangement (the “Deferred Consideration”). The sale consideration also includes a potential earnout of up to C$49 million in Tilray Common Stock to the Common Holders, if Manitoba Harvest achieves certain levels of U.S. branded gross sales of edible or topical products containing broad spectrum hemp extracts or cannabidiols prior to December 31, 2019. The cash portion of the Closing Date Consideration was reduced by the amount of the net indebtedness (including accrued interest) of Manitoba Harvest on the closing date of C$71.3 million ( $53.7 million ) and transaction expenses of approximately C$5.0 million . The Company's share of the net proceeds after accounting for the redemption of the noncontrolling shareholders and the payment of net indebtedness of Manitoba Harvest and transaction expenses was approximately $124.2 million in cash proceeds and in Tilray Common Stock. We recorded a receivable of $48.2 million as of March 31, 2019 related to the Deferred Consideration portion of the proceeds. The Company recognized a gain on the sale of Manitoba Harvest of $121.7 million in the three months ended March 31, 2019. In August 2019, the Company received the Deferred Consideration related to the sale. The Company's portion of the Deferred Consideration totaled $28.4 million in cash proceeds and $19.6 million in Tilray Common Stock. No amount has been recorded related to the potential earnout as of September 30, 2019 based on an assessment of probability at the end of the quarter. The Tilray Common Stock consideration was issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") and pursuant to exemptions from applicable securities laws of any state of the United States, such that any shares of Tilray Common Stock received by the Common Holders were freely tradeable. The Company sold the Tilray Common Stock received as Closing Date Consideration during March 2019, recognizing a net loss of $5.3 million in Other income/ (expense) during the quarter ended March 31, 2019. In August 2019, the Company sold the Tilray Common Stock received as part of the Deferred Consideration, recognizing a loss of $4.9 million in Other income/ (expense) during the quarter ended September 30, 2019. Summarized results of operations of Manitoba Harvest for the nine months ended September 30, 2019 and the three and nine months ended September 30, 2018 through the date of disposition are as follows (in thousands): Three months ended For the period January 1, 2019 through disposition Nine months ended Net revenues $ 17,300 $ 10,024 $ 53,169 Gross profit 7,097 4,874 23,545 Operating loss (886 ) (1,118 ) (670 ) Loss before income taxes (896 ) (1,127 ) (694 ) Benefit for income taxes (490 ) (541 ) (1,163 ) Income (loss) from discontinued operations (1) $ (406 ) $ (586 ) $ 469 (1) The results of operations for the periods from January 1, 2019 through the date of disposition and the three and nine months ended September 30, 2018 exclude $1.0 million , $1.3 million and $3.8 million , respectively, of intercompany interest expense. The following table presents summary balance sheet information of the Clean Earth and Manitoba Harvest businesses that is presented as discontinued operations as of December 31, 2018 ( in thousands ): December 31, 2018 Manitoba Harvest Clean Earth Total Assets: Cash and cash equivalents $ 2,577 $ 1,978 $ 4,555 Accounts receivable, net 7,169 59,689 66,858 Inventories 11,436 — 11,436 Prepaid expenses and other current assets 773 6,140 6,913 Current assets of discontinued operations $ 21,955 $ 67,807 $ 89,762 Property, plant and equipment, net 18,157 62,060 80,217 Goodwill 37,777 144,778 182,555 Intangible assets, net 53,533 129,530 183,063 Other non-current assets — 3,629 3,629 Non-current assets of discontinued operations $ 109,467 $ 339,997 $ 449,464 Liabilities: Accounts payable 4,259 26,135 30,394 Accrued expenses 4,313 16,063 20,376 Due to related party 350 — 350 Other current liabilities 507 867 1,374 Current liabilities of discontinued operations $ 9,429 $ 43,065 $ 52,494 Deferred income taxes 12,675 28,300 40,975 Other non-current liabilities 2,093 5,175 7,268 Non-current liabilities of discontinued operations $ 14,768 $ 33,475 $ 48,243 Noncontrolling interest of discontinued operations $ 11,160 $ 8,888 $ 20,048 |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | The following tables provide disaggregation of revenue by reportable segment geography for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three months ended September 30, 2019 5.11 Ergo Liberty Velocity ACI Arnold Foam Sterno Total United States $ 77,783 $ 6,505 $ 24,061 $ 42,126 $ 21,897 $ 18,227 $ 25,833 $ 105,260 $ 321,692 Canada 1,897 906 668 1,981 — 153 — 4,145 9,750 Europe 7,504 6,951 — 1,420 — 9,758 — 447 26,080 Asia Pacific 2,429 8,820 — 239 — 1,678 — 1,565 14,731 Other international 8,440 136 — 881 — 1,079 5,471 53 16,060 $ 98,053 $ 23,318 $ 24,729 $ 46,647 $ 21,897 $ 30,895 $ 31,304 $ 111,470 $ 388,313 Three months ended September 30, 2018 5.11 Ergo Liberty Velocity ACI Arnold Foam Sterno Total United States $ 62,085 $ 8,190 $ 17,263 $ 29,862 $ 23,424 $ 18,202 $ 28,378 $ 110,274 $ 297,678 Canada 1,465 697 609 2,062 — 264 — 2,934 8,031 Europe 6,871 7,962 — 1,231 — 9,390 — 248 25,702 Asia Pacific 3,919 7,176 — 375 — 1,311 — 110 12,891 Other international 9,002 235 — 759 — 724 4,959 302 15,981 $ 83,342 $ 24,260 $ 17,872 $ 34,289 $ 23,424 $ 29,891 $ 33,337 $ 113,868 $ 360,283 Nine months ended September 30, 2019 5.11 Ergo Liberty Velocity ACI Arnold Foam Sterno Total United States $ 225,124 $ 20,738 $ 65,797 $ 93,243 $ 67,405 $ 53,778 $ 78,508 $ 273,002 $ 877,595 Canada 6,211 2,552 1,769 5,232 — 516 — 12,361 28,641 Europe 20,658 21,026 — 5,253 — 28,584 — 1,383 76,904 Asia Pacific 9,007 23,656 — 671 — 4,479 — 2,273 40,086 Other international 17,978 769 — 2,996 — 3,047 15,126 112 40,028 $ 278,978 $ 68,741 $ 67,566 $ 107,395 $ 67,405 $ 90,404 $ 93,634 $ 289,131 $ 1,063,254 |
Operating Segment Data
Operating Segment Data | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Operating Segment Data | Operating Segment Data At September 30, 2019 , the Company had eight 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: • 5.11 Tactical is a leading provider of purpose-built tactical apparel and gear for law enforcement, firefighters, EMS, and military special operations as well as outdoor and adventure enthusiasts. 5.11 is a brand known for innovation and authenticity, and works directly with end users to create purpose-built apparel and gear designed to enhance the safety, accuracy, speed and performance of tactical professionals and enthusiasts worldwide. Headquartered in Irvine, California, 5.11 operates sales offices and distribution centers globally, and 5.11 products are widely distributed in uniform stores, military exchanges, outdoor retail stores, its own retail stores and on 511tactical.com. • Ergobaby is a designer, marketer and distributor of wearable baby carriers and accessories, blankets and swaddlers, nursing pillows, and related products. Ergobaby primarily sells its Ergobaby and Baby Tula branded products through brick-and-mortar retailers, national chain stores, online retailers, its own websites and distributors and derives more than 50% of its sales from outside of the United States. Ergobaby is headquartered in Los Angeles, California. • Liberty Safe is a designer, manufacturer and marketer of premium home, gun and office safes in North America. From its over 300,000 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. • Velocity Outdoor is a leading designer, manufacturer, and marketer of airguns, archery products, laser aiming devices and related accessories. Velocity Outdoor offers its products under the highly recognizable Crosman, Benjamin, Ravin, LaserMax and CenterPoint brands that are available through national retail chains, mass merchants, dealer and distributor networks. Velocity Outdoor is headquartered in Bloomfield, New York. • Advanced Circuits is an electronic components manufacturing company that provides 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. • Arnold is a global manufacturer of engineered magnetic solutions for a wide range of specialty applications and end-markets, including aerospace and defense, motorsport/automotive, oil and gas, medical, general industrial, electric utility, reprographics and advertising specialty markets. Arnold produces high performance permanent magnets (PMAG), precision foil products (Precision Thin Metals or "PTM"), and flexible magnets (Flexmag™) 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 is headquartered in Rochester, New York. • Foam Fabricators is a designer and manufacturer of custom molded protective foam solutions and original equipment manufacturer components made from expanded polystyrene and expanded polypropylene. Foam Fabricators provides products to a variety of end markets, including appliances and electronics, pharmaceuticals, health and wellness, automotive, building and other products. Foam Fabricators is headquartered in Scottsdale, Arizona and operates 13 molding and fabricating facilities across North America. • Sterno is a manufacturer and marketer of portable food warming fuel and creative table lighting solutions for the food service industry and flameless candles, outdoor lighting products, scented wax cubes and warmer products for consumers. Sterno's products include wick and gel chafing fuels, butane stoves and accessories, liquid and traditional wax candles, scented wax cubes and warmer products used for home decor and fragrance systems, catering equipment and outdoor lighting products. Sterno is headquartered in Corona, California. 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. There were no significant inter-segment transactions. Summary of Operating Segments Net Revenues Three months ended September 30, Nine months ended September 30, (in thousands) 2019 2018 2019 2018 5.11 Tactical $ 98,053 $ 83,342 $ 278,978 $ 252,022 Ergobaby 23,318 24,260 68,741 70,376 Liberty 24,729 17,872 67,566 61,741 Velocity Outdoor 46,647 34,289 107,395 94,266 ACI 21,897 23,424 67,405 68,454 Arnold 30,895 29,891 90,404 90,486 Foam Fabricators 31,304 33,337 93,634 81,988 Sterno 111,470 113,868 289,131 267,069 Total segment revenue 388,313 360,283 1,063,254 986,402 Corporate and other — — — — Total consolidated revenues $ 388,313 $ 360,283 $ 1,063,254 $ 986,402 Segment profit (loss) (1) Three months ended September 30, Nine months ended September 30, (in thousands) 2019 2018 2019 2018 5.11 Tactical $ 5,977 $ 1,740 $ 13,388 $ 3,143 Ergobaby 3,220 4,191 9,151 10,106 Liberty 2,726 467 5,812 4,894 Velocity Outdoor (2) (27,902 ) 1,833 (27,635 ) 5,125 ACI 6,122 6,902 19,087 19,202 Arnold 2,681 2,287 6,385 6,957 Foam Fabricators 4,141 4,100 12,011 7,856 Sterno 12,724 11,634 28,821 19,113 Total 9,689 33,154 67,020 76,396 Reconciliation of segment profit (loss) to consolidated income (loss) before income taxes: Interest expense, net (11,525 ) (15,635 ) (48,424 ) (35,227 ) Other income (expense), net (689 ) 1,255 (1,213 ) (2,285 ) Corporate and other (3) (21,657 ) (13,961 ) (52,324 ) (42,745 ) Total consolidated income (loss) before income taxes $ (24,182 ) $ 4,813 $ (34,941 ) $ (3,861 ) (1) Segment profit (loss) represents operating income (loss). (2) Velocity Outdoor - Operating loss from Velocity Outdoor for the three and nine months ended September 30, 2019 includes $33.4 million in goodwill impairment expense. Refer to Note G - " Goodwill and Other Intangible Assets." (3) Primarily relates to management fees expensed and payable to CGM, and corporate overhead expenses. The three and nine months ended September 30, 2019 include a loss of $4.9 million and $10.2 million , respectively, related to the loss on the sale of Tilray securities. Depreciation and Amortization Expense Three months ended September 30, Nine months ended (in thousands) 2019 2018 2019 2018 5.11 Tactical $ 5,275 $ 5,323 $ 15,730 $ 15,882 Ergobaby 2,319 2,086 6,543 6,374 Liberty 388 414 1,185 1,130 Velocity Outdoor 3,217 2,077 9,757 6,081 ACI 525 786 1,717 2,384 Arnold 1,616 1,572 4,818 4,656 Foam Fabricators 3,044 2,957 9,054 7,724 Sterno 5,539 7,584 16,456 21,455 Total 21,923 22,799 65,260 65,686 Reconciliation of segment to consolidated total: Amortization of debt issuance costs and original issue discount 863 1,079 3,022 3,403 Consolidated total $ 22,786 $ 23,878 $ 68,282 $ 69,089 Accounts Receivable Identifiable Assets September 30, December 31, September 30, December 31, (in thousands) 2019 2018 2019 (1) 2018 (1) 5.11 Tactical $ 48,408 $ 52,069 $ 363,933 $ 319,583 Ergobaby 10,549 11,361 92,850 100,679 Liberty 15,320 10,416 40,606 27,881 Velocity Outdoor 29,300 21,881 204,321 209,398 ACI 6,339 9,193 26,297 13,407 Arnold 18,572 16,298 74,223 66,744 Foam Fabricators 29,903 23,848 158,749 155,504 Sterno 77,905 72,361 262,135 253,637 Allowance for doubtful accounts (14,873 ) (11,882 ) — — Total 221,423 205,545 1,223,114 1,146,833 Reconciliation of segment to consolidated total: Corporate and other identifiable assets — — 251,664 8,357 Assets of discontinued operations — — — 540,485 Total $ 221,423 $ 205,545 $ 1,474,778 $ 1,695,675 (1) Does not include accounts receivable balances per schedule above or goodwill balances - refer to Note G - "Goodwill and Other Intangible Assets" . |
Property, Plant and Equipment a
Property, Plant and Equipment and Inventory | 9 Months Ended |
Sep. 30, 2019 | |
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 September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Machinery and equipment $ 182,889 $ 174,983 Furniture, fixtures and other 33,052 29,096 Leasehold improvements 38,181 34,786 Buildings and land 9,976 9,818 Construction in process 11,509 8,869 275,607 257,552 Less: accumulated depreciation (133,316 ) (110,951 ) Total $ 142,291 $ 146,601 Depreciation expense was $8.4 million and $24.6 million for the three and nine months ended September 30, 2019 and $7.9 million and $22.8 million for the three and nine months ended September 30, 2018 , respectively. Inventory Inventory is comprised of the following at September 30, 2019 and December 31, 2018 (in thousands) : September 30, 2019 December 31, 2018 Raw materials $ 62,647 $ 60,788 Work-in-process 16,095 12,915 Finished goods 273,582 253,982 Less: obsolescence reserve (20,103 ) (20,248 ) Total $ 332,221 $ 307,437 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets As a result of acquisitions of various businesses, the Company has significant intangible assets on its balance sheet that include goodwill and indefinite-lived intangibles. 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 represent a reporting unit. The Arnold business previously comprised three reporting units when it was acquired in March 2012, but as a result of changes implemented by Arnold management during 2016 and 2017, the Company reassessed the reporting units at Arnold as of the annual impairment testing date in 2018. After evaluating changes in the operation of the reporting units that led to increased integration and altered how the financial results of the Arnold operating segment were assessed by Arnold management, the Company determined that the previously identified reporting units no longer operate in the same manner as they did when the Company acquired Arnold. As a result, the separate Arnold reporting units were determined to only comprise one reporting unit at the Arnold operating segment level as of March 31, 2018. As part of the exercise of combining the separate Arnold reporting units into one reporting unit, the Company performed "before" and "after" goodwill impairment testing, whereby we performed the annual impairment testing for each of the existing reporting units of Arnold and then subsequent to the completion of the annual impairment testing of the separate reporting units, we performed a quantitative impairment test of the Arnold operating segment, which will represent the reporting unit for future impairment tests. Goodwill 2019 Interim Impairment Testing Velocity Outdoor The Company performed interim quantitative impairment testing of Velocity Outdoor at September 30, 2019. As a result of operating results below forecasts in the current period as well as a re-forecast of the Velocity business in which planned earnings and revenue fell below the forecasts of prior periods, the Company determined that a triggering event occurred in the third quarter of 2019. The Company used an income approach for the impairment test, whereby we estimate the fair value of the reporting unit based on the present value of future cash flows. Cash flow projections are based on management's estimate of revenue growth rates and operating margins, and take into consideration industry and market conditions as well as company specific economic factors. The Company used a weighted average cost of capital of 12.2% in the income approach. The discount rate used was based on the weighted average cost of capital adjusted for the relevant risk associated with business specific characteristics and Velocity's ability to execute on the projected cash flows. Based on the results of the impairment test, the fair value of Velocity did not exceed the carrying value, indicating that the goodwill at Velocity is impaired. The difference between the carrying value and fair value of the Velocity business was $33.4 million , which the Company has recorded as impairment expense as of September 30, 2019. The Company expects to finalize the impairment test during the fourth quarter of 2019. 2019 Annual 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 quantitative goodwill impairment testing. All of the Company's reporting units except Liberty were tested qualitatively at March 31, 2019. We determined that the Liberty reporting unit required additional quantitative testing because we could not conclude that the fair value of the reporting unit exceeded its carrying value based on qualitative factors alone. We used an income approach and market approach for the quantitative impairment test that was performed of the Liberty business at March 31, 2019, with equal weighting assigned to each. The discount rate used in the income approach was 14.8% . The results of the quantitative impairment testing indicated that the fair value of the Liberty reporting unit exceeded the carrying value. For the reporting units that were tested qualitatively for the 2019 annual impairment testing, the results of the qualitative analysis indicated that it is more likely than not that the fair value exceeded their carrying value. 2018 Annual Impairment Testing For the reporting units that were tested qualitatively for the 2018 annual impairment testing, the results of the qualitative analysis indicated that the fair value exceeded their carrying value. At March 31, 2018, we determined that the Flexmag reporting unit of Arnold required additional quantitative testing because we could not conclude that the fair value of the reporting unit exceeded its carrying value based on qualitative factors alone. For the quantitative impairment test of Flexmag, we estimated the fair value of the reporting unit using an income approach, whereby we estimate the fair value of the reporting unit based on the present value of future cash flows. Cash flow projections are based on management's estimate of revenue growth rates and operating margins and take into consideration industry and market conditions as well as company and reporting unit specific economic conditions. The discount rate used is based on the weighted average cost of capital adjusted for the relevant risk associated with the business and the uncertainty associated with the reporting unit's ability to execute on the projected cash flows. The discount rate used in the income approach for Flexmag was 12.4% . For the reporting unit change at Arnold, a quantitative impairment test was performed of the Arnold business at March 31, 2018 using an income approach. The discount rate used in the income approach was 12.6% . The results of the quantitative impairment testing indicated that the fair value of the Arnold reporting unit exceeded the carrying value. A summary of the net carrying value of goodwill at September 30, 2019 and December 31, 2018 , is as follows (in thousands) : Nine months ended September 30, 2019 Year ended Goodwill - gross carrying amount $ 502,553 $ 502,268 Accumulated impairment losses (64,534 ) (31,153 ) Goodwill - net carrying amount $ 438,019 $ 471,115 The following is a reconciliation of the change in the carrying value of goodwill for the nine months ended September 30, 2019 by operating segment (in thousands) : Balance at January 1, 2019 Acquisitions Goodwill Impairment Other Balance at September 30, 2019 5.11 $ 92,966 $ — $ — $ — $ 92,966 Ergobaby 61,031 — — — 61,031 Liberty 32,828 — — — 32,828 Velocity Outdoor 62,675 285 (33,381 ) — 29,579 ACI 58,019 — — — 58,019 Arnold 26,903 — — — 26,903 Foam Fabricators 72,708 — — — 72,708 Sterno 55,336 — — — 55,336 Corporate (1) 8,649 — — — 8,649 Total $ 471,115 $ 285 $ (33,381 ) $ — $ 438,019 (1) Represents goodwill resulting from purchase accounting adjustments not "pushed down" to the ACI segment. This amount is allocated back to the ACI segment for purposes of goodwill impairment testing. Long lived assets Annual indefinite lived impairment testing The Company used 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 evaluated the qualitative factors of each indefinite lived intangible asset in connection with the annual impairment testing for 2019 and 2018 . Results of the qualitative analysis indicate that it is more likely than not that the fair value of the reporting units that maintain indefinite lived intangible assets exceeded the carrying value. Other intangible assets are comprised of the following at September 30, 2019 and December 31, 2018 (in thousands) : September 30, 2019 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 462,686 $ (146,606 ) $ 316,080 $ 462,686 $ (120,786 ) $ 341,900 Technology and patents 79,972 (27,422 ) 52,550 79,646 (23,409 ) 56,237 Trade names, subject to amortization 189,180 (43,006 ) 146,174 189,056 (32,506 ) 156,550 Licensing and non-compete agreements 7,515 (6,950 ) 565 7,515 (6,655 ) 860 Distributor relations and other 726 (726 ) — 726 (726 ) — Total 740,079 (224,710 ) 515,369 739,629 (184,082 ) 555,547 Trade names, not subject to amortization 59,985 — 59,985 60,045 — 60,045 Total intangibles, net $ 800,064 $ (224,710 ) $ 575,354 $ 799,674 $ (184,082 ) $ 615,592 Amortization expense related to intangible assets was $13.5 million and $12.8 million for the three months ended September 30, 2019 and 2018 , respectively, and $40.6 million and $35.5 million for the nine months ended September 30, 2019 and 2018 , respectively. Estimated charges to amortization expense of intangible assets for the remainder of 2019 and the next four years, is as follows (in thousands) : 2019 2020 2021 2022 2023 $ 13,590 $ 54,078 $ 53,632 $ 52,001 $ 51,603 |
Warranties
Warranties | 9 Months Ended |
Sep. 30, 2019 | |
Guarantees [Abstract] | |
Warranties | Warranties The Company’s Ergobaby, Liberty and Velocity Outdoor 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. Warranty liability is included in accrued expenses in the accompanying consolidated balance sheets. A reconciliation of the change in the carrying value of the Company’s warranty liability for the nine months ended September 30, 2019 and the year ended December 31, 2018 is as follows ( in thousands ): Warranty liability Nine months ended September 30, 2019 Year ended Beginning balance $ 1,624 $ 2,197 Provision for warranties issued during the period 2,185 3,531 Fulfillment of warranty obligations (2,152 ) (4,258 ) Other (1) — 154 Ending balance $ 1,657 $ 1,624 (1) Represents the warranty liability recorded in relation to acquisitions. Warranty liabilities of acquisitions are recorded at fair value as of the date of acquisition. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt 2018 Credit Facility On April 18, 2018, the Company entered into an Amended and Restated Credit Agreement (the "2018 Credit Facility") to amend and restate the 2014 Credit Facility, originally dated as of June 6, 2014 (as previously amended) among the Company, the lenders from time to time party thereto (the “Lenders”), and Bank of America, N.A., as Administrative Agent. The 2018 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. The 2018 Credit Facility provides for (i) revolving loans, swing line loans and letters of credit (the “2018 Revolving Credit Facility”) up to a maximum aggregate amount of $600 million (the "2018 Revolving Loan Commitment"), and (ii) a $500 million term loan (the “2018 Term Loan”). 2018 Revolving Credit Facility All amounts outstanding under the 2018 Revolving Credit Facility will become due on April 18, 2023, which is the maturity date of loans advanced under the 2018 Revolving Credit Facility. The Company may borrow, prepay and reborrow principal under the 2018 Revolving Credit Facility from time to time during its term. The 2018 Credit Facility also permits the Company, prior to the applicable maturity date, to increase the 2018 Revolving Loan Commitment and/or obtain additional term loans in an aggregate amount of up to $250 million (the “Incremental Loans”), subject to certain restrictions and conditions. Under the 2018 Revolving Credit Facility, an aggregate amount of up to $100 million in letters of credit may be issued, as well as swing line loans of up to $25 million outstanding at one time. The issuance of such letters of credit and the making of any swing line loan would reduce the amount available under the 2018 Revolving Credit Facility. 2018 Term Loan The 2018 Term Loan requires quarterly payments of $1.25 million commencing June 30, 2018, with a final payment of all remaining principal and interest due on April 18, 2025, the maturity date of the 2018 Term Loan. The 2018 Term Loan was issued at an original issuance discount of 99.75% . In July 2019, the Company repaid approximately $193.8 million of the 2018 Term Loan using a portion of the proceeds received from the sale of Clean Earth. 2014 Credit Facility The 2014 Credit Facility, as amended, provided for (i) a revolving credit facility of $550 million , (ii) a $325 million term loan (the "2014 Term Loan"), and (iii) a $250 million incremental term loan. The 2018 Credit Facility amended and restated the 2014 Credit Facility. Senior Notes On April 18, 2018, the Company consummated the issuance and sale of $400 million aggregate principal amount of its 8.000% Senior Notes due 2026 (the “Notes” or "Senior Notes") offered pursuant to a private offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act, and to non-U.S. persons under Regulation S under the Securities Act. The Company used the net proceeds from the sale of the Notes to repay debt under its existing credit facilities in connection with a concurrent refinancing transaction described above. The Notes were issued pursuant to an indenture, dated as of April 18, 2018 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee. The Notes bear interest at the rate of 8.000% per annum and will mature on May 1, 2026. Interest on the Notes is payable in cash on May 1st and November 1st of each year, beginning on November 1, 2018. The Notes are general senior unsecured obligations of the Company and are not guaranteed by the subsidiaries through which the Company currently conducts substantially all of its operations. The Notes rank equal in right of payment with all of the Company’s existing and future senior unsecured indebtedness, and rank senior in right of payment to all of the Company’s future subordinated indebtedness, if any. The Notes will be effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including the indebtedness under the Company’s credit facilities described above. The Indenture contains several restrictive covenants including, but not limited to, limitations on the following: (i) the incurrence of additional indebtedness, (ii) restricted payments, (iii) dividends and other payments affecting restricted subsidiaries, (iv) the issuance of preferred stock of restricted subsidiaries, (v) transactions with affiliates, (vi) asset sales and mergers and consolidations, (vii) future subsidiary guarantees and (viii) liens, subject in each case to certain exceptions. The following table provides the Company’s debt holdings at September 30, 2019 and December 31, 2018 (in thousands) : September 30, 2019 December 31, 2018 Senior Notes $ 400,000 $ 400,000 Revolving Credit Facility — 228,000 Term Loan 298,750 496,250 Less: Unamortized discounts and debt issuance costs (13,237 ) (20,379 ) Total debt $ 685,513 $ 1,103,871 Less: Current portion, term loan facilities (5,000 ) (5,000 ) Long term debt $ 680,513 $ 1,098,871 Net availability under the 2018 Revolving Credit Facility was approximately $596.4 million at September 30, 2019 . Letters of credit outstanding at September 30, 2019 totaled approximately $3.6 million . At September 30, 2019 , the Company was in compliance with all covenants as defined in the 2018 Credit Facility. At September 30, 2019 , the carrying value of the principal under the Company’s outstanding Term Loan, including the current portion, was $298.8 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 2018 Term Loan is based on quoted market prices for similar debt issues and is, therefore, classified as Level 2 in the fair value hierarchy. The Company's Senior Notes consisted of the following carrying value and estimated fair value (in thousands): Fair Value Hierarchy Level September 30, 2019 Maturity Date Rate Carrying Value Fair Value Senior Notes May 1, 2026 8.000 % 2 400,000 426,000 Debt Issuance Costs Deferred debt issuance costs represent the costs associated with the issuance of the Company's financing arrangements. In connection with the repayment of $193.8 million of the 2018 Term Loan in July 2019, the Company expensed $3.7 million in debt issuance costs and $1.4 million in original issue discount, representing a proportional amount of the Company’s debt issuance costs related to the 2018 Term Loan. Since the Company can borrow, repay and reborrow principal under the 2018 Revolving Credit Facility, the debt issuance costs associated with the 2014 and 2018 Revolving Credit Facility of $4.3 million and $5.3 million at September 30, 2019 and December 31, 2018 , respectively, have been classified as other non-current assets in the accompanying consolidated balance sheets. The original issue discount and the debt issuance costs associated with the 2018 Term Loan and Senior Notes are classified as a reduction of long-term debt in the accompanying consolidated balance sheets. Interest Rate Swap In September 2014, the Company purchased an interest rate swap (the "Swap") with a notional amount of $220 million . The Swap is effective April 1, 2016 through June 6, 2021, the original 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 September 30, 2019 and December 31, 2018 , the Swap had a fair value loss of $4.9 million and $2.1 million , respectively, principally reflecting the present value of future payments and receipts under the agreement. The following table reflects the classification of the Company's Swap on the consolidated balance sheets at September 30, 2019 and December 31, 2018 ( in thousands ): September 30, 2019 December 31, 2018 Other current liabilities $ 2,594 $ 582 Other noncurrent liabilities 2,289 1,490 Total fair value $ 4,883 $ 2,072 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Trust Common 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. Trust Preferred Shares The Trust is authorized to issue up to 50,000,000 Trust preferred shares and the Company is authorized to issue a corresponding number of trust preferred interests. Series B Preferred Shares On March 13, 2018, the Trust issued 4,000,000 7.875% Series B Trust Preferred Shares (the "Series B Preferred Shares") with a liquidation preference of $25.00 per share, for gross proceeds of $100.0 million , or $96.5 million net of underwriters' discount and issuance costs. Distributions on the Series B Preferred Shares will be payable quarterly in arrears, when and as declared by the Company's board of directors on January 30, April 30, July 30, and October 30 of each year, beginning on July 30, 2018, at a rate per annum of 7.875%. Distributions on the Series B Preferred Shares are cumulative. Unless full cumulative distributions on the Series B Preferred Shares have been or contemporaneously are declared and set apart for payment of the Series B Preferred Shares for all past distribution periods, no distribution may be declared or paid for payment on the Trust common shares. The Series B Preferred Shares are not convertible into Trust common shares and have no voting rights, except in limited circumstances as provided for in the share designation for the preferred shares. The Series B Preferred Shares may be redeemed at the Company's option, in whole or in part, at any time after April 30, 2028, at a price of $25.00 per share, plus any accumulated and unpaid distributions (thereon whether authorized or declared) to, but excluding, the redemption date. Holders of Series B Preferred Shares will have no right to require the redemption of the Series B Preferred Shares and there is no maturity date. Series A Preferred Shares On June 28, 2017, the Trust issued 4,000,000 7.250% Series A Trust Preferred Shares (the "Series A Preferred Shares") with a liquidation preference of $25.00 per share, for gross proceeds of $100.0 million , or $96.4 million net of underwriters' discount and issuance costs. When, and if declared by the Company's board of directors, distribution on the Series A Preferred Shares will be payable quarterly on January 30, April 30, July 30, and October 30 of each year, beginning on October 30, 2017, at a rate per annum of 7.250%. Distributions on the Series A Preferred Shares are discretionary and non-cumulative. The Company has no obligation to pay distributions for a quarterly distribution period if the board of directors does not declare the distribution before the scheduled record of date for the period, whether or not distributions are paid for any subsequent distribution periods with respect to the Series A Preferred Shares, or the Trust common shares. If the Company's board of directors does not declare a distribution for the Series A Preferred Shares for a quarterly distribution period, during the remainder of that quarterly distribution period the Company cannot declare or pay distributions on the Trust common shares. The Series A Preferred Shares may be redeemed at the Company's option, in whole or in part, at any time after July 30, 2022, at a price of $25.00 per share, plus any declared and unpaid distributions. Holders of Series A Preferred Shares will have no right to require the redemption of the Series A Preferred Shares and there is no maturity date. The Series A Preferred Shares are not convertible into Trust common shares and have no voting rights, except in limited circumstances as provided for in the share designation for the preferred shares. Profit 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 are 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 Company records distributions of the profit allocation to the Holders upon occurrence of a Sale Event or Holding Event as distributions declared on Allocation Interests to stockholders’ equity when they are approved by the Company’s board of directors. Sale Events The sale of Manitoba Harvest in February 2019 qualified as a Sale Event under the Company's LLC Agreement. During the second quarter of 2019, the Company declared and paid a distribution to the Allocation Member of $7.7 million related to the sale of Manitoba Harvest. The profit allocation distribution was calculated based on the portion of the gain on sale related to the Closing Date Consideration, less the loss on sale of shares that were received as part of the Closing Consideration. An additional profit allocation distribution of $8.6 million will be paid to the Allocation Interest Holders in the fourth quarter of 2019 related to the receipt of the Deferred Consideration from Manitoba Harvest. The Company will also pay an additional $0.3 million in distributions to the Allocation Member related to working capital settlements from prior Sale Events. The sale of Clean Earth in June 2019 qualified as a Sale Event under the Company's LLC Agreement. During the third quarter of 2019, the Company declared a distribution to the Allocation Member of $43.3 million . This distribution was paid in the third quarter of 2019. Reconciliation of net income (loss) available to common shares of Holdings The following table reconciles net loss attributable to Holdings to net loss attributable to the common shares of Holdings ( in thousands ): Three months ended Nine months ended 2019 2018 2019 2018 Net loss from continuing operations attributable to Holdings $ (29,824 ) $ (1,345 ) $ (49,313 ) $ (13,893 ) Less: Distributions paid - Allocation Interests 43,313 — 51,296 — Less: Distributions paid - Preferred Shares 3,781 4,773 11,344 8,398 Less: Accrued distributions - Preferred Shares 1,334 1,619 1,334 1,619 Net loss from continuing operations attributable to common shares of Holdings $ (78,252 ) $ (7,737 ) $ (113,287 ) $ (23,910 ) Earnings per share The Company calculates basic and diluted earnings per share using the two-class method which requires the Company to allocate to 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 and nine months ended September 30, 2019 and 2018 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 and nine months ended September 30, 2019 and 2018 attributable to the common shares of Holdings is calculated as follows (in thousands, except per share data) : Three months ended Nine months ended 2019 2018 2019 2018 Loss from continuing operations attributable to common shares of Holdings $ (78,252 ) $ (7,737 ) $ (113,287 ) $ (23,910 ) Less: Effect of contribution based profit - Holding Event 1,709 2,004 3,562 3,510 Loss from continuing operations attributable to common shares of Holdings $ (79,961 ) $ (9,741 ) $ (116,849 ) $ (27,420 ) Income from discontinued operations attributable to Holdings $ 2,039 $ 6,071 $ 347,370 $ 15,370 Less: Effect of contribution based profit - Holding Event — 400 — 209 Income from discontinued operations attributable to common shares of Holdings $ 2,039 $ 5,671 $ 347,370 $ 15,161 Basic and diluted weighted average common shares outstanding 59,900 59,900 59,900 59,900 Basic and fully diluted income (loss) per common share attributable to Holdings Continuing operations $ (1.33 ) $ (0.16 ) $ (1.95 ) $ (0.45 ) Discontinued operations 0.03 0.09 5.80 0.25 $ (1.30 ) $ (0.07 ) $ 3.85 $ (0.20 ) Distributions The following table summarizes information related to our quarterly cash distributions on our Trust common and preferred shares (in thousands, except per share data ) : Period Cash Distribution per Share Total Cash Distributions Record Date Payment Date Trust Common Shares: July 1, 2019 - September 30, 2019 (1) $ 0.36 $ 21,564 October 17, 2019 October 24, 2019 April 1, 2019 - June 30, 2019 $ 0.36 $ 21,564 July 18, 2019 July 25, 2019 January 1, 2019 - March 31, 2019 $ 0.36 $ 21,564 April 18, 2019 April 25, 2019 October 1, 2018 - December 31, 2018 $ 0.36 $ 21,564 January 17, 2019 January 24, 2019 July 1, 2018 - September 30, 2018 $ 0.36 $ 21,564 October 18, 2018 October 25, 2018 April 1, 2018 - June 30, 2018 $ 0.36 $ 21,564 July 19, 2018 July 26, 2018 January 1, 2018 - March 31, 2018 $ 0.36 $ 21,564 April 19, 2018 April 26, 2018 October 1, 2017 - December 31, 2017 $ 0.36 $ 21,564 January 19, 2018 January 25, 2018 Series A Preferred Shares: July 30, 2019 - October 29, 2019 (1) $ 0.453125 $ 1,813 October 15, 2019 October 30, 2019 April 30, 2019 - July 29, 2019 $ 0.453125 $ 1,813 July 15, 2019 July 30, 2019 January 30, 2019 - April 29, 2019 $ 0.453125 $ 1,813 April 15, 2019 April 30, 2019 October 30, 2018 - January 29, 2019 $ 0.453125 $ 1,813 January 15, 2019 January 30, 2019 July 30, 2018 - October 29, 2018 $ 0.453125 $ 1,813 October 15, 2018 October 30, 2018 April 30, 2018 - July 29, 2018 $ 0.453125 $ 1,813 July 16, 2018 July 30, 2018 January 30, 2018 - April 29, 2018 $ 0.453125 $ 1,813 April 15, 2018 April 30, 2018 October 30, 2017 - January 29, 2018 $ 0.453125 $ 1,813 January 15, 2018 January 30, 2018 Series B Preferred Shares: July 30, 2019 - October 29, 2019 (1) $ 0.4921875 $ 1,969 October 15, 2019 October 30, 2019 April 30, 2019 - July 29, 2019 $ 0.4921875 $ 1,969 July 15, 2019 July 30, 2019 January 30, 2019 - April 29, 2019 $ 0.4921875 $ 1,969 April 15, 2019 April 30, 2019 October 30, 2018 - January 29, 2019 $ 0.4921875 $ 1,969 January 15, 2019 January 30, 2019 July 30, 2018 - October 29, 2018 $ 0.4921875 $ 1,969 October 15, 2018 October 30, 2018 March 13, 2018 - July 29, 2018 $ 0.74 $ 2,960 July 16, 2018 July 30, 2018 (1) This distribution was declared on October 3, 2019. |
Noncontrolling Interest
Noncontrolling Interest | 9 Months Ended |
Sep. 30, 2019 | |
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 September 30, 2019 and December 31, 2018 : % Ownership (1) September 30, 2019 % Ownership (1) December 31, 2018 Primary Fully Diluted Primary Fully Diluted 5.11 Tactical 97.5 88.9 97.5 88.7 Ergobaby 81.9 75.8 81.9 76.4 Liberty 91.2 88.4 88.6 85.2 Velocity Outdoor 99.2 93.0 99.2 91.0 ACI 69.4 65.4 69.4 69.2 Arnold 96.7 80.2 96.7 79.4 Foam Fabricators 100.0 91.5 100.0 91.5 Sterno 100.0 88.5 100.0 88.9 (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) September 30, 2019 December 31, 2018 5.11 Tactical $ 11,588 $ 9,873 Ergobaby 26,729 25,362 Liberty 2,777 3,342 Velocity Outdoor 2,288 2,524 ACI 2,345 (1,236 ) Arnold 1,204 1,176 Foam Fabricators 1,615 848 Sterno (1,201 ) (2,067 ) Allocation Interests 100 100 $ 47,445 $ 39,922 |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2019 | |
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 September 30, 2019 and December 31, 2018 ( in thousands ): Fair Value Measurements at September 30, 2019 Carrying Value Level 1 Level 2 Level 3 Liabilities: Put option of noncontrolling shareholders (1) $ (131 ) $ — $ — $ (131 ) Contingent consideration - acquisition (2) (4,374 ) — — (4,374 ) Interest rate swap (4,883 ) — (4,883 ) — Total recorded at fair value $ (9,388 ) $ — $ (4,883 ) $ (4,505 ) (1) Represents put option issued to noncontrolling shareholders in connection with the 5.11 Tactical and Liberty acquisitions. (2) Represents potential earn-out payable as additional purchase price consideration by Velocity Outdoor in connection with the acquisition of Ravin. Fair Value Measurements at December 31, 2018 Carrying Value Level 1 Level 2 Level 3 Liabilities: Put option of noncontrolling shareholders (1) $ (173 ) $ — $ — $ (173 ) Contingent consideration - acquisition (2) (4,374 ) — — (4,374 ) Interest rate swap (2,072 ) — (2,072 ) — Total recorded at fair value $ (6,619 ) $ — $ (2,072 ) $ (4,547 ) (1) Represents put option issued to noncontrolling shareholders in connection with the 5.11 Tactical and Liberty acquisitions. (2) Represents potential earn-out payable as additional purchase price consideration by Velocity Outdoor in connection with the acquisition of Ravin. Reconciliations of the change in the carrying value of the Level 3 fair value measurements from January 1, 2018 through September 30, 2019 are as follows ( in thousands ): Level 3 Balance at January 1, 2018 $ (178 ) Contingent consideration - Rimports (1) (4,800 ) Contingent consideration - Ravin (2) (4,734 ) Decrease in the fair value of put option of noncontrolling shareholder - 5.11 5 Adjustment to Ravin contingent consideration 360 Reversal of contingent consideration - Rimports 4,800 Balance at January 1, 2019 $ (4,547 ) Decrease in the fair value of put option of noncontrolling shareholder - Liberty 42 Balance at September 30, 2019 $ (4,505 ) (1) The contingent consideration relates to Sterno's acquisition of Rimports in February 2018. The purchase price of Rimports includes a potential earn-out of up to $25 million contingent on the attainment of certain future performance criteria of Rimports for the twelve-month period from May 1, 2017 to April 30, 2018 and the fourteen month period from March 1, 2018 to April 30, 2019. The fair value of the contingent consideration related to the earn-out was estimated at $4.8 million at acquisition date and was calculated as the present value of a probability adjusted earnout payment based on the expected term of the payment and a risk-adjusted discount rate. At December 31, 2018, the Company determined that the probability of achieving the earn-out was zero and therefore reversed the amount that was recorded as part of the purchase consideration. (2) The contingent consideration relates to Velocity's acquisition of Ravin in September 2018. The purchase price of Ravin includes a potential earn-out of up to $25.0 million contingent on the achievement certain financial metrics for the trailing twelve month period ending December 31, 2018. The fair value of the contingent consideration was estimated at $4.7 million at acquisition date and was calculated using a risk-adjusted option pricing model. The earnout was adjusted to $4.3 million at December 31, 2018 based on actual results to date. The earnout is currently subject to arbitration and will be paid once the final amount is determined through the arbitration process. Valuation Techniques 2018 Term Loan We classify our fixed and floating rate debt as Level 2 items based on quoted market prices for similar debt issues. In April 2018, the Company issued $400.0 million aggregate principal amount of its Senior Notes due 2026. The fair value of the Senior Notes was determined based on quoted market prices obtained through an external pricing source which derives its price valuations from daily marketplace transactions, with adjustments to reflect the spreads of benchmark bonds, credit risk and certain other variables. We have determined this to be a Level 2 measurement as all significant inputs into the quote provided by our pricing source are observable in active markets. At September 30, 2019 , the carrying value of the principal under the Company’s outstanding 2018 Term Loan, including the current portion, was $298.8 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 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, 2018 . Nonrecurring Fair Value Measurements The following table provides the assets and liabilities carried at fair value measured on a non-recurring basis as of September 30, 2019 . Refer to " Note G – Goodwill and Intangible Assets ", for a description of the valuation techniques used to determine fair value of the assets measured on a non-recurring basis in the table below. There were no assets and liabilities carried at fair value measured on a non-recurring basis as of December 31, 2018. Expense Fair Value Measurements at September 30, 2019 Nine months ended (in thousands) Carrying Level 1 Level 2 Level 3 September 30, 2019 Goodwill - Velocity Outdoor $ 29,579 $ — $ — $ 29,579 $ 33,381 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
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. Certain foreign operations are subject to foreign income taxation under existing provisions of the laws of those jurisdictions. The reconciliation between the Federal Statutory Rate and the effective income tax rate for the nine months ended September 30, 2019 and 2018 is as follows: Nine months ended September 30, 2019 2018 United States Federal Statutory Rate (21.0 )% (21.0 )% State income taxes (net of Federal benefits) 4.4 3.8 Foreign income taxes 7.2 46.4 Expenses of Compass Group Diversified Holdings LLC representing a pass through to shareholders (1) 22.7 111.1 Impairment expense 15.7 — Impact of subsidiary employee stock options 0.3 (25.3 ) Credit utilization (2.0 ) (10.2 ) Non-recognition of NOL carryforwards at subsidiaries 3.9 40.5 Effect of Tax Act 4.0 51.7 Other (5.5 ) (1.3 ) Effective income tax rate 29.7 % 195.7 % (1) The effective income tax rate for the nine months ended September 30, 2019 and 2018 includes a loss at the Company's parent, which is taxed as a partnership. |
Defined Benefit Plan
Defined Benefit Plan | 9 Months Ended |
Sep. 30, 2019 | |
Retirement Benefits [Abstract] | |
Defined Benefit Plan | Defined Benefit Plan In connection with the acquisition of Arnold, the Company has a defined benefit plan covering substantially all of Arnold’s employees at its Lupfig, Switzerland location. The benefits are based on years of service and the employees’ highest average compensation during the specific period. The unfunded liability of $ 5.7 million is recognized in the consolidated balance sheet as a component of other non-current liabilities at September 30, 2019 . Net periodic benefit cost consists of the following for the three and nine months ended September 30, 2019 and 2018 (in thousands ): Three months ended September 30, Nine months ended 2019 2018 2019 2018 Service cost $ 127 $ 135 $ 383 $ 403 Interest cost 33 24 99 72 Expected return on plan assets (39 ) (39 ) (119 ) (117 ) Amortization of unrecognized loss 35 49 104 148 Net periodic benefit cost $ 156 $ 169 $ 467 $ 506 During the nine months ended September 30, 2019 , per the terms of the pension agreement, Arnold contributed $0.3 million to the plan. For the remainder of 2019, 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 September 30, 2019 were considered Level 3. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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. Leases The Company and its subsidiaries lease manufacturing facilities, warehouses, office facilities, retail stores, equipment and vehicles under various operating arrangements. Certain of the leases are subject to escalation clauses and renewal periods. The Company and its subsidiaries recognize lease expense, including predetermined fixed escalations, on a straight-line basis over the initial term of the lease including reasonably assured renewal periods from the time that the Company and its subsidiaries control the leased property. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Certain of our subsidiaries have leases that contain both fixed rent costs and variable rent costs based on achievement of certain operating metrics. The variable lease expense has not been material on a historic basis and no amount was incurred during the quarter ending September 30, 2019 . In the three and nine months ended September 30, 2019, the Company recognized $6.3 million and $18.6 million , respectively, in expense related to operating leases in the condensed consolidated statements of operations. The maturities of lease liabilities at September 30, 2019 were as follows ( in thousands ): 2019 (excluding nine months ended September 30, 2019) $ 4,775 2020 25,140 2021 22,111 2022 19,891 2023 14,023 Thereafter 46,876 Total undiscounted lease payments $ 132,816 Less: Interest 41,587 Present value of lease liabilities $ 91,229 The calculated amount of the right-of-use assets and lease liabilities in the table above are impacted by the length of the lease term and discount rate used to present value the minimum lease payments. The Company's lease agreements often include one or more options to renew at the company's discretion. In general, it is not reasonably certain that lease renewals will be exercised at lease commencement and therefore lease renewals are not included in the lease term. Regarding the discount rate, Topic 842 requires the use of a rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes the incremental borrowing rate of the subsidiary entering into the lease arrangement, on a collateralized basis, over a similar term as adjusted for any country specific risk. For operating leases existing prior to January 1, 2019, the rate for the remaining lease term as of January 1, 2019 was used. The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of September 30, 2019 : Lease Term and Discount Rate Weighted-average remaining lease term (years) 6.41 Weighted-average discount rate 7.83 % Supplemental balance sheet information related to leases was as follows ( in thousands ): Line Item in the Company’s Consolidated Balance Sheet September 30, 2019 Operating lease right-of-use assets Other non-current assets $ 89,159 Current portion, operating lease liabilities Other current liabilities $ 18,499 Operating lease liabilities Other non-current liabilities $ 72,730 Supplemental cash flow information related to leases was as follows ( in thousands ): Nine months ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 18,574 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 14,178 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Management Services Agreement The Company entered into a Management Services Agreement ("MSA") with CGM effective May 16, 2006. The MSA provides for, among other things, CGM to perform services for the Company in exchange for a management fee paid quarterly and equal to 0.5% of the Company's adjusted net assets, as defined in the MSA. Concurrent with the June 2019 sale of Clean Earth (refer to Note C - Discontinued Operations ) CGM agreed to waive the management fee on cash balances held at the Company, commencing with the quarter ended June 30, 2019 and continuing until the quarter during which the Company next borrows under the 2018 Revolving Credit Facility. Integration Services Agreements Foam Fabricators, which was acquired in 2018, and Velocity Outdoor, which was acquired in 2017, each entered into an Integration Services Agreement ("ISA") with CGM. The ISA provides for CGM to provide services for new platform acquisitions to, amongst other things, assist the management at the acquired entities in establishing a corporate governance program, implement compliance and reporting requirements of the Sarbanes-Oxley Act of 2002, as amended, and align the acquired entity's policies and procedures with our other subsidiaries. Each ISA is for the twelve month period subsequent to the acquisition. Velocity Outdoor paid CGM a total of $1.5 million in integration services fees, with $0.75 million paid in 2018. Foam Fabricators paid CGM $2.3 million over the term of the ISA, $2.0 million in 2018 and $0.3 million in 2019. Integration services fees are included in selling, general and administrative expense on the subsidiaries' statement of operations in the period in which they are incurred. The Company and its businesses have the following significant related party transactions : Sterno Recapitalization In January 2018, the Company completed a recapitalization at Sterno whereby the Company entered into an amendment to the intercompany loan agreement with Sterno (the "Sterno Loan Agreement"). The Sterno Loan Agreement was amended to (i) provide for term loan borrowings of $56.8 million to fund a distribution to the Company, which owned 100% of the outstanding equity of Sterno at the time of the recapitalization, and (ii) extend the maturity dates of the term loans. In connection with the recapitalization, Sterno's management team exercised all of their vested stock options, which represented 58,000 shares of Sterno. The Company then used a portion of the distribution to repurchase the 58,000 shares from management for a total purchase price of $6.0 million . In addition, Sterno issued new stock options to replace the exercised options, thus maintaining the same percentage of fully diluted non-controlling interest that existed prior to the recapitalization. 5.11 Related Party Vendor Purchases - 5.11 purchases inventory from a vendor who is a related party to 5.11 through one of the executive officers of 5.11 via the executive's 40% ownership interest in the vendor. During the three and nine months ended September 30, 2019 , 5.11 purchased approximately $1.1 million and $3.2 million |
Presentation and Principles o_2
Presentation and Principles of Consolidation (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
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. |
Seasonality | Seasonality Earnings of certain of our operating segments are seasonal in nature due to various recurring events, holidays and seasonal weather patterns, as well as the timing of our acquisitions during a given year. Historically, the third and fourth quarter produce the highest net sales during our fiscal year. |
Recently Issued and Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Leases As of January 1, 2019, the Company adopted Accounting Standards Update ("ASU") No. 2016-02, Leases ("Topic 842"). The new standard requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. The standard update offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. In July 2018, the Financial Accounting Standards Board ("FASB") issued two updates to Topic 842 to clarify how to apply certain aspects of the new lease standard, and to give entities another option for transition and to provide lessors with a practical expedient to reduce the cost and complexity of implementing the new standard. The transition option allows entities to not apply the new lease standard in the comparative periods presented in the financial statements in the year of adoption. The Company adopted the new standard using the optional transition method. The reported results for reporting periods after January 1, 2019 are presented under the new lease guidance while prior period amounts were prepared under the previous lease guidance. The new standard provides a number of optional practical expedients in transition. The Company elected to use the package of practical expedients that allows us to not reassess: (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases and (iii) initial direct costs for any expired or existing leases. We additionally elected to use the practical expedient that allows lessees to treat the lease and non-lease components of leases as a single lease component and the practical expedient pertaining to land easements. In addition, the new standard provides for an accounting election that permits a lessee to elect not to apply the recognition requirements of Topic 842 to short-term leases by class of underlying asset. The Company adopted this accounting election for all classes of assets. The Company has performed an assessment of the impact of the adoption of Topic 842 on the Company's consolidated financial position and results of operations for the Company's leases, which consist of manufacturing facilities, warehouses, office facilities, retail stores, equipment and vehicle leases. The adoption of the new lease standard on January 1, 2019 resulted in the recognition of right-of-use assets of approximately $90.6 million and lease liabilities for operating leases of approximately $97.4 million on our Consolidated Balance Sheets, with no material impact to its Consolidated Statements of Operations or Consolidated Statement of Cash Flows. We implemented processes and a lease accounting system to ensure adequate internal controls were in place to assess our leasing arrangements and enable proper accounting and reporting of financial information upon adoption. No cumulative effect adjustment was recognized as the amount was not material. Refer to " Note O - Commitments and Contingencies " for additional information regarding the Company's adoption of Topic 842. Recently Issued Accounting Pronouncements |
Revenue | Effective January 1, 2018, the Company adopted the provisions of Revenue from Contracts with Customers, or ASC 606. The adoption of the new revenue guidance represents a change in accounting principle that will more closely align revenue recognition with the transfer of control of the Company's goods and services and will provide financial statement readers with enhanced disclosures. In accordance with the new revenue guidance, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services, and excludes any sales incentives or taxes collected from customers which are subsequently remitted to government authorities. Disaggregated Revenue - Revenue Streams and Timing of Revenue Recognition - The Company disaggregates revenue by strategic business unit and by geography for each strategic business unit which are categories that depict how the nature, amount and uncertainty of revenue and cash flows are affected by economic factors. This disaggregation also represents how the Company evaluates its financial performance, as well as how the Company communicates its financial performance to the investors and other users of its financial statements. Each strategic business unit represents the Company’s reportable segments and offers different products and services. |
Discontinued Operations Discont
Discontinued Operations Discontinued operations (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Groups, Including Discontinued Operations | Sale of Manitoba Harvest On February 19, 2019, the Company, as majority shareholder of Manitoba Harvest and as Shareholder Representative, entered into a definitive agreement (the “Arrangement Agreement”) with Tilray, Inc. ("Tilray"), the other shareholders of Manitoba Harvest and a wholly-owned subsidiary of Tilray, 1197879 B.C. Ltd. (“Tilray Subco”), to sell to Tilray, through Tilray Subco, all of the issued and outstanding securities of Manitoba Harvest. On February 28, 2019, Tilray Subco completed the acquisition of all the issued and outstanding securities of Manitoba Harvest pursuant to the Arrangement Agreement. Subject to certain customary adjustments, the shareholders of Manitoba Harvest, including the Company, received or will receive the following from Tilray as consideration for their shares of Manitoba Harvest: (i) C$150 million in cash to the holders of preferred shares of Manitoba Harvest and the holders of common shares of Manitoba Harvest (“Common Holders”) and C$127.5 million in shares of class 2 Common Stock of Tilray (“Tilray Common Stock”) to the Common Holders on the closing date of the sale (the “Closing Date Consideration”), and (ii) C$50 million in cash and C$42.5 million in Tilray Common Stock to the Common Holders on the date that is six months after the closing date of the arrangement (the “Deferred Consideration”). The sale consideration also includes a potential earnout of up to C$49 million in Tilray Common Stock to the Common Holders, if Manitoba Harvest achieves certain levels of U.S. branded gross sales of edible or topical products containing broad spectrum hemp extracts or cannabidiols prior to December 31, 2019. The cash portion of the Closing Date Consideration was reduced by the amount of the net indebtedness (including accrued interest) of Manitoba Harvest on the closing date of C$71.3 million ( $53.7 million ) and transaction expenses of approximately C$5.0 million . The Company's share of the net proceeds after accounting for the redemption of the noncontrolling shareholders and the payment of net indebtedness of Manitoba Harvest and transaction expenses was approximately $124.2 million in cash proceeds and in Tilray Common Stock. We recorded a receivable of $48.2 million as of March 31, 2019 related to the Deferred Consideration portion of the proceeds. The Company recognized a gain on the sale of Manitoba Harvest of $121.7 million in the three months ended March 31, 2019. In August 2019, the Company received the Deferred Consideration related to the sale. The Company's portion of the Deferred Consideration totaled $28.4 million in cash proceeds and $19.6 million in Tilray Common Stock. No amount has been recorded related to the potential earnout as of September 30, 2019 based on an assessment of probability at the end of the quarter. The Tilray Common Stock consideration was issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") and pursuant to exemptions from applicable securities laws of any state of the United States, such that any shares of Tilray Common Stock received by the Common Holders were freely tradeable. The Company sold the Tilray Common Stock received as Closing Date Consideration during March 2019, recognizing a net loss of $5.3 million in Other income/ (expense) during the quarter ended March 31, |
Discontinued Operations, Policy [Policy Text Block] | Discontinued Operations During the first quarter of 2019, the Company completed the sale of Fresh Hemp Foods Ltd. ("Manitoba Harvest"). Additionally, during the second quarter of 2019, the Company completed the sale of Clean Earth Holdings, Inc. ("Clean Earth"). The results of operations of Manitoba Harvest and Clean Earth are reported as discontinued operations in the condensed consolidated statements of operations for the nine months ended September 30, 2019 . Refer to Note C - "Discontinued Operations" for additional information. Unless otherwise indicated, the disclosures accompanying the condensed consolidated financial statements reflect the Company's continuing operations. |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Intangible Assets Recorded as Part of Acquisition | Acquisition of Rimports On February 26, 2018, the Company's Sterno subsidiary acquired all of the issued and outstanding capital stock of Rimports, Inc., a Utah corporation (“Rimports”), pursuant to a Stock Purchase Agreement, dated January 23, 2018, by and among Sterno and Jeffery W. Palmer, individually and in his capacity as Seller Representative, the Jeffery Wayne Palmer Dynasty Trust dated December 26, 2011, the Angela Marie Palmer Irrevocable Trust dated December 26, 2011, the Angela Marie Palmer Charitable Lead Trust, the Fidelity Investments Charitable Gift Fund, the TAK Irrevocable Trust dated June 7, 2012, and the SAK Irrevocable Trust dated June 7, 2012. Headquartered in Provo, Utah, Rimports is a manufacturer and distributor of branded and private label scented wickless candle products used for home décor and fragrance. Rimports offers an extensive line of wax warmers, scented wax cubes, essential oils and diffusers, and other home fragrance systems, through the mass retailer channel. Sterno purchased a 100% controlling interest in Rimports. The purchase price, after the working capital settlement and net of transaction costs, was approximately $154.4 million . The purchase price of Rimports included a potential earn-out of up to $25 million contingent on the attainment of certain future performance criteria of Rimports for the twelve-month period from May 1, 2017 to April 30, 2018 and the fourteen month period from March 1, 2018 to April 30, 2019. The fair value of the contingent consideration was estimated at $4.8 million . Sterno funded the acquisition through their intercompany credit facility with the Company. The transaction was accounted for as a business combination. Sterno incurred $0.6 million of transaction costs in conjunction with the acquisition of Rimports, which was included in selling, general and administrative expense in the consolidated results of operations in the quarter ended March 31, 2018. The results of operations of Rimports have been included in the consolidated results of operations since the date of acquisition. Rimport's results of operations are included in the Sterno operating segment. The allocation of the purchase price, which was finalized during the fourth quarter of 2018, was based upon management's estimate of the fair values using valuation techniques including income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates were based on, but not limited to, expected future revenue and cash flows, expected future growth rates and estimated discount rates. Current and noncurrent assets and current and other liabilities were estimated at their historical carrying values. Property, plant and equipment was valued through a purchase price appraisal and will be depreciated on a straight-line basis over the respective remaining useful lives. Goodwill was calculated as the excess of the consideration transferred over the fair value of the identifiable net assets and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and non-contractual relationships, as well as expected future synergies. The tradename was valued at $6.6 million using a relief from royalty methodology, in which an asset is valuable to the extent that the ownership of the asset relieves the company from the obligation of paying royalties for the benefits generated by the asset. The customer relationships intangible asset was valued at $79.1 million Acquisition of Foam Fabricators On February 15, 2018, pursuant to an agreement entered into on January 18, 2018, the Company, through a wholly owned subsidiary, FFI Compass, Inc. (“Buyer”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Warren F. Florkiewicz (“Seller”) pursuant to which Buyer acquired all of the issued and outstanding capital stock of Foam Fabricators, Inc., a Delaware corporation (“Foam Fabricators”). Foam Fabricators is a leading designer and manufacturer of custom molded protective foam solutions and original equipment manufacturer ("OEM") components made from expanded polymers such as expanded polystyrene (EPS) and expanded polypropylene (EPP). Founded in 1957 and headquartered in Scottsdale, Arizona, it operates 13 molding and fabricating facilities across North America and provides products to a variety of end-markets, including appliances and electronics, pharmaceuticals, health and wellness, automotive, building and other products. The Company made loans to, and purchased a 100% controlling interest in Foam Fabricators. The final purchase price, after the working capital settlement and net of transaction costs, was approximately $253.4 million . The Company funded the acquisition through a draw on the 2014 Revolving Credit Facility. The transaction was accounted for as a business combination. CGM acted as an advisor to the Company in the acquisition and provided integration services during the first year of the Company's ownership. CGM received integration service fees of $2.25 million payable over a twelve month period as services were rendered. The Company incurred $1.6 million of transaction costs in conjunction with the Foam Fabricators acquisition, which was included in selling, general and administrative expense in the consolidated results of operations in the quarter ended March 31, 2018. The results of operations of Foam Fabricators have been included in the consolidated results of operations since the date of acquisition. Foam Fabricator's results of operations are reported as a separate operating segment. The allocation of the purchase price, which was finalized during the fourth quarter of 2018, was based upon management's estimate of the fair values using valuation techniques including income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates were based on, but not limited to, expected future revenue and cash flows, expected future growth rates and estimated discount rates. Current and noncurrent assets and current and other liabilities were estimated at their historical carrying values. Property, plant and equipment was valued through a purchase price appraisal and will be depreciated on a straight-line basis over the respective remaining useful lives. Goodwill was calculated as the excess of the consideration transferred over the fair value of the identifiable net assets and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and non-contractual relationships, as well as expected future synergies. The tradename was valued at $4.2 million using a relief from royalty methodology, in which an asset is valuable to the extent that the ownership of the asset relieves the company from the obligation of paying royalties for the benefits generated by the asset. The customer relationships intangible asset was valued at $114.1 million |
Pro Forma Information | The following unaudited pro forma data for the nine months ended September 30, 2018 gives effect to the acquisition of Foam Fabricators and Sterno's acquisition of Rimports, as described above, and the disposition of Manitoba Harvest and Clean Earth, as if these transactions had been completed as of January 1, 2018. 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) Nine months ended September 30, 2018 Net revenues $ 1,026,230 Gross profit 356,782 Operating income 40,481 Net loss (13,055 ) Net loss attributable to Holdings (15,530 ) Basic and fully diluted net loss per share attributable to Holdings $ (0.49 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Groups, Including Discontinued Operations | Sale of Manitoba Harvest On February 19, 2019, the Company, as majority shareholder of Manitoba Harvest and as Shareholder Representative, entered into a definitive agreement (the “Arrangement Agreement”) with Tilray, Inc. ("Tilray"), the other shareholders of Manitoba Harvest and a wholly-owned subsidiary of Tilray, 1197879 B.C. Ltd. (“Tilray Subco”), to sell to Tilray, through Tilray Subco, all of the issued and outstanding securities of Manitoba Harvest. On February 28, 2019, Tilray Subco completed the acquisition of all the issued and outstanding securities of Manitoba Harvest pursuant to the Arrangement Agreement. Subject to certain customary adjustments, the shareholders of Manitoba Harvest, including the Company, received or will receive the following from Tilray as consideration for their shares of Manitoba Harvest: (i) C$150 million in cash to the holders of preferred shares of Manitoba Harvest and the holders of common shares of Manitoba Harvest (“Common Holders”) and C$127.5 million in shares of class 2 Common Stock of Tilray (“Tilray Common Stock”) to the Common Holders on the closing date of the sale (the “Closing Date Consideration”), and (ii) C$50 million in cash and C$42.5 million in Tilray Common Stock to the Common Holders on the date that is six months after the closing date of the arrangement (the “Deferred Consideration”). The sale consideration also includes a potential earnout of up to C$49 million in Tilray Common Stock to the Common Holders, if Manitoba Harvest achieves certain levels of U.S. branded gross sales of edible or topical products containing broad spectrum hemp extracts or cannabidiols prior to December 31, 2019. The cash portion of the Closing Date Consideration was reduced by the amount of the net indebtedness (including accrued interest) of Manitoba Harvest on the closing date of C$71.3 million ( $53.7 million ) and transaction expenses of approximately C$5.0 million . The Company's share of the net proceeds after accounting for the redemption of the noncontrolling shareholders and the payment of net indebtedness of Manitoba Harvest and transaction expenses was approximately $124.2 million in cash proceeds and in Tilray Common Stock. We recorded a receivable of $48.2 million as of March 31, 2019 related to the Deferred Consideration portion of the proceeds. The Company recognized a gain on the sale of Manitoba Harvest of $121.7 million in the three months ended March 31, 2019. In August 2019, the Company received the Deferred Consideration related to the sale. The Company's portion of the Deferred Consideration totaled $28.4 million in cash proceeds and $19.6 million in Tilray Common Stock. No amount has been recorded related to the potential earnout as of September 30, 2019 based on an assessment of probability at the end of the quarter. The Tilray Common Stock consideration was issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") and pursuant to exemptions from applicable securities laws of any state of the United States, such that any shares of Tilray Common Stock received by the Common Holders were freely tradeable. The Company sold the Tilray Common Stock received as Closing Date Consideration during March 2019, recognizing a net loss of $5.3 million in Other income/ (expense) during the quarter ended March 31, |
Manitoba Harvest | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Note C — Discontinued Operations Sale of Clean Earth On May 8, 2019, the Company, as majority stockholder of CEHI Acquisition Corporation (“CEHI”) and as Sellers’ Representative, entered into a definitive Stock Purchase Agreement (the “Purchase Agreement”) with Calrissian Holdings, LLC (“Buyer”), CEHI, the other holders of stock and options of CEHI and, as Buyer’s guarantor, Harsco Corporation, pursuant to which Buyer would acquire all of the issued and outstanding securities of CEHI, the parent company of the operating entity, Clean Earth, Inc. On June 28, 2019, Buyer completed the acquisition of all of the issued and outstanding securities of CEHI pursuant to the Purchase Agreement. The sale price for CEHI was based on an aggregate total enterprise value of $625 million and is subject to customary working capital adjustments. After the allocation of the sale proceeds to CEHI non-controlling equity holders, the repayment of intercompany loans to the Company (including accrued interest) of $224.6 million , and the payment of transaction expenses of approximately $10.7 million , the Company received approximately $327.3 million of total proceeds at closing related to our equity interests in CEHI. The Company recognized a gain on the sale of CEHI of $206.3 million in the second quarter of 2019. During the third quarter of 2019, the Company received the working capital settlement from the Buyer and recorded an additional $2.2 million gain related to the sale of Clean Earth. Summarized results of operations of Clean Earth for the nine months ended September 30, 2019 and the three and nine months ended September 30, 2018 through the date of disposition are as follows (in thousands): Three months ended For the period January 1, 2019 through disposition Nine months ended Net sales $ 71,116 $ 132,737 $ 199,579 Gross profit 18,610 39,678 56,589 Operating income 4,278 6,232 12,495 Income from continuing operations before income taxes 4,202 5,880 12,215 Benefit for income taxes (2,627 ) (11,607 ) (2,247 ) Income from discontinued operations (1) $ 6,829 $ 17,487 $ 14,462 (1) The results of operations for the periods from January 1, 2019 through the date of disposition, and the three and nine months ended September 30, 2018 , each exclude $10.2 million and $4.5 million and $12.2 million , respectively, of intercompany interest expense. Sale of Manitoba Harvest On February 19, 2019, the Company, as majority shareholder of Manitoba Harvest and as Shareholder Representative, entered into a definitive agreement (the “Arrangement Agreement”) with Tilray, Inc. ("Tilray"), the other shareholders of Manitoba Harvest and a wholly-owned subsidiary of Tilray, 1197879 B.C. Ltd. (“Tilray Subco”), to sell to Tilray, through Tilray Subco, all of the issued and outstanding securities of Manitoba Harvest. On February 28, 2019, Tilray Subco completed the acquisition of all the issued and outstanding securities of Manitoba Harvest pursuant to the Arrangement Agreement. Subject to certain customary adjustments, the shareholders of Manitoba Harvest, including the Company, received or will receive the following from Tilray as consideration for their shares of Manitoba Harvest: (i) C$150 million in cash to the holders of preferred shares of Manitoba Harvest and the holders of common shares of Manitoba Harvest (“Common Holders”) and C$127.5 million in shares of class 2 Common Stock of Tilray (“Tilray Common Stock”) to the Common Holders on the closing date of the sale (the “Closing Date Consideration”), and (ii) C$50 million in cash and C$42.5 million in Tilray Common Stock to the Common Holders on the date that is six months after the closing date of the arrangement (the “Deferred Consideration”). The sale consideration also includes a potential earnout of up to C$49 million in Tilray Common Stock to the Common Holders, if Manitoba Harvest achieves certain levels of U.S. branded gross sales of edible or topical products containing broad spectrum hemp extracts or cannabidiols prior to December 31, 2019. The cash portion of the Closing Date Consideration was reduced by the amount of the net indebtedness (including accrued interest) of Manitoba Harvest on the closing date of C$71.3 million ( $53.7 million ) and transaction expenses of approximately C$5.0 million . The Company's share of the net proceeds after accounting for the redemption of the noncontrolling shareholders and the payment of net indebtedness of Manitoba Harvest and transaction expenses was approximately $124.2 million in cash proceeds and in Tilray Common Stock. We recorded a receivable of $48.2 million as of March 31, 2019 related to the Deferred Consideration portion of the proceeds. The Company recognized a gain on the sale of Manitoba Harvest of $121.7 million in the three months ended March 31, 2019. In August 2019, the Company received the Deferred Consideration related to the sale. The Company's portion of the Deferred Consideration totaled $28.4 million in cash proceeds and $19.6 million in Tilray Common Stock. No amount has been recorded related to the potential earnout as of September 30, 2019 based on an assessment of probability at the end of the quarter. The Tilray Common Stock consideration was issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") and pursuant to exemptions from applicable securities laws of any state of the United States, such that any shares of Tilray Common Stock received by the Common Holders were freely tradeable. The Company sold the Tilray Common Stock received as Closing Date Consideration during March 2019, recognizing a net loss of $5.3 million in Other income/ (expense) during the quarter ended March 31, 2019. In August 2019, the Company sold the Tilray Common Stock received as part of the Deferred Consideration, recognizing a loss of $4.9 million in Other income/ (expense) during the quarter ended September 30, 2019. Summarized results of operations of Manitoba Harvest for the nine months ended September 30, 2019 and the three and nine months ended September 30, 2018 through the date of disposition are as follows (in thousands): Three months ended For the period January 1, 2019 through disposition Nine months ended Net revenues $ 17,300 $ 10,024 $ 53,169 Gross profit 7,097 4,874 23,545 Operating loss (886 ) (1,118 ) (670 ) Loss before income taxes (896 ) (1,127 ) (694 ) Benefit for income taxes (490 ) (541 ) (1,163 ) Income (loss) from discontinued operations (1) $ (406 ) $ (586 ) $ 469 (1) The results of operations for the periods from January 1, 2019 through the date of disposition and the three and nine months ended September 30, 2018 exclude $1.0 million , $1.3 million and $3.8 million , respectively, of intercompany interest expense. The following table presents summary balance sheet information of the Clean Earth and Manitoba Harvest businesses that is presented as discontinued operations as of December 31, 2018 ( in thousands ): December 31, 2018 Manitoba Harvest Clean Earth Total Assets: Cash and cash equivalents $ 2,577 $ 1,978 $ 4,555 Accounts receivable, net 7,169 59,689 66,858 Inventories 11,436 — 11,436 Prepaid expenses and other current assets 773 6,140 6,913 Current assets of discontinued operations $ 21,955 $ 67,807 $ 89,762 Property, plant and equipment, net 18,157 62,060 80,217 Goodwill 37,777 144,778 182,555 Intangible assets, net 53,533 129,530 183,063 Other non-current assets — 3,629 3,629 Non-current assets of discontinued operations $ 109,467 $ 339,997 $ 449,464 Liabilities: Accounts payable 4,259 26,135 30,394 Accrued expenses 4,313 16,063 20,376 Due to related party 350 — 350 Other current liabilities 507 867 1,374 Current liabilities of discontinued operations $ 9,429 $ 43,065 $ 52,494 Deferred income taxes 12,675 28,300 40,975 Other non-current liabilities 2,093 5,175 7,268 Non-current liabilities of discontinued operations $ 14,768 $ 33,475 $ 48,243 Noncontrolling interest of discontinued operations $ 11,160 $ 8,888 $ 20,048 |
Disposal Groups, Including Discontinued Operations | Summarized results of operations of Manitoba Harvest for the nine months ended September 30, 2019 and the three and nine months ended September 30, 2018 through the date of disposition are as follows (in thousands): Three months ended For the period January 1, 2019 through disposition Nine months ended Net revenues $ 17,300 $ 10,024 $ 53,169 Gross profit 7,097 4,874 23,545 Operating loss (886 ) (1,118 ) (670 ) Loss before income taxes (896 ) (1,127 ) (694 ) Benefit for income taxes (490 ) (541 ) (1,163 ) Income (loss) from discontinued operations (1) $ (406 ) $ (586 ) $ 469 (1) The results of operations for the periods from January 1, 2019 through the date of disposition and the three and nine months ended September 30, 2018 exclude $1.0 million , $1.3 million and $3.8 million , respectively, of intercompany interest expense. The following table presents summary balance sheet information of the Clean Earth and Manitoba Harvest businesses that is presented as discontinued operations as of December 31, 2018 ( in thousands ): December 31, 2018 Manitoba Harvest Clean Earth Total Assets: Cash and cash equivalents $ 2,577 $ 1,978 $ 4,555 Accounts receivable, net 7,169 59,689 66,858 Inventories 11,436 — 11,436 Prepaid expenses and other current assets 773 6,140 6,913 Current assets of discontinued operations $ 21,955 $ 67,807 $ 89,762 Property, plant and equipment, net 18,157 62,060 80,217 Goodwill 37,777 144,778 182,555 Intangible assets, net 53,533 129,530 183,063 Other non-current assets — 3,629 3,629 Non-current assets of discontinued operations $ 109,467 $ 339,997 $ 449,464 Liabilities: Accounts payable 4,259 26,135 30,394 Accrued expenses 4,313 16,063 20,376 Due to related party 350 — 350 Other current liabilities 507 867 1,374 Current liabilities of discontinued operations $ 9,429 $ 43,065 $ 52,494 Deferred income taxes 12,675 28,300 40,975 Other non-current liabilities 2,093 5,175 7,268 Non-current liabilities of discontinued operations $ 14,768 $ 33,475 $ 48,243 Noncontrolling interest of discontinued operations $ 11,160 $ 8,888 $ 20,048 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables provide disaggregation of revenue by reportable segment geography for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three months ended September 30, 2019 5.11 Ergo Liberty Velocity ACI Arnold Foam Sterno Total United States $ 77,783 $ 6,505 $ 24,061 $ 42,126 $ 21,897 $ 18,227 $ 25,833 $ 105,260 $ 321,692 Canada 1,897 906 668 1,981 — 153 — 4,145 9,750 Europe 7,504 6,951 — 1,420 — 9,758 — 447 26,080 Asia Pacific 2,429 8,820 — 239 — 1,678 — 1,565 14,731 Other international 8,440 136 — 881 — 1,079 5,471 53 16,060 $ 98,053 $ 23,318 $ 24,729 $ 46,647 $ 21,897 $ 30,895 $ 31,304 $ 111,470 $ 388,313 Three months ended September 30, 2018 5.11 Ergo Liberty Velocity ACI Arnold Foam Sterno Total United States $ 62,085 $ 8,190 $ 17,263 $ 29,862 $ 23,424 $ 18,202 $ 28,378 $ 110,274 $ 297,678 Canada 1,465 697 609 2,062 — 264 — 2,934 8,031 Europe 6,871 7,962 — 1,231 — 9,390 — 248 25,702 Asia Pacific 3,919 7,176 — 375 — 1,311 — 110 12,891 Other international 9,002 235 — 759 — 724 4,959 302 15,981 $ 83,342 $ 24,260 $ 17,872 $ 34,289 $ 23,424 $ 29,891 $ 33,337 $ 113,868 $ 360,283 Nine months ended September 30, 2019 5.11 Ergo Liberty Velocity ACI Arnold Foam Sterno Total United States $ 225,124 $ 20,738 $ 65,797 $ 93,243 $ 67,405 $ 53,778 $ 78,508 $ 273,002 $ 877,595 Canada 6,211 2,552 1,769 5,232 — 516 — 12,361 28,641 Europe 20,658 21,026 — 5,253 — 28,584 — 1,383 76,904 Asia Pacific 9,007 23,656 — 671 — 4,479 — 2,273 40,086 Other international 17,978 769 — 2,996 — 3,047 15,126 112 40,028 $ 278,978 $ 68,741 $ 67,566 $ 107,395 $ 67,405 $ 90,404 $ 93,634 $ 289,131 $ 1,063,254 Nine months ended September 30, 2018 5.11 Ergo Liberty Velocity ACI Arnold Foam Sterno Total United States $ 192,382 $ 25,790 $ 60,126 $ 80,629 $ 68,454 $ 54,417 $ 70,604 $ 255,054 $ 807,456 Canada 5,938 2,277 1,615 5,118 — 978 — 9,750 25,676 Europe 23,334 21,795 — 4,377 — 29,065 — 1,210 79,781 Asia Pacific 12,344 19,713 — 978 — 3,803 — 481 37,319 Other international 18,024 801 — 3,164 — 2,223 11,384 574 36,170 $ 252,022 $ 70,376 $ 61,741 $ 94,266 $ 68,454 $ 90,486 $ 81,988 $ 267,069 $ 986,402 |
Operating Segment Data (Tables)
Operating Segment Data (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Summary of Net Sales of Operating Segments | Net Revenues Three months ended September 30, Nine months ended September 30, (in thousands) 2019 2018 2019 2018 5.11 Tactical $ 98,053 $ 83,342 $ 278,978 $ 252,022 Ergobaby 23,318 24,260 68,741 70,376 Liberty 24,729 17,872 67,566 61,741 Velocity Outdoor 46,647 34,289 107,395 94,266 ACI 21,897 23,424 67,405 68,454 Arnold 30,895 29,891 90,404 90,486 Foam Fabricators 31,304 33,337 93,634 81,988 Sterno 111,470 113,868 289,131 267,069 Total segment revenue 388,313 360,283 1,063,254 986,402 Corporate and other — — — — Total consolidated revenues $ 388,313 $ 360,283 $ 1,063,254 $ 986,402 |
Summary of Profit (Loss) of Operating Segments | Segment profit (loss) (1) Three months ended September 30, Nine months ended September 30, (in thousands) 2019 2018 2019 2018 5.11 Tactical $ 5,977 $ 1,740 $ 13,388 $ 3,143 Ergobaby 3,220 4,191 9,151 10,106 Liberty 2,726 467 5,812 4,894 Velocity Outdoor (2) (27,902 ) 1,833 (27,635 ) 5,125 ACI 6,122 6,902 19,087 19,202 Arnold 2,681 2,287 6,385 6,957 Foam Fabricators 4,141 4,100 12,011 7,856 Sterno 12,724 11,634 28,821 19,113 Total 9,689 33,154 67,020 76,396 Reconciliation of segment profit (loss) to consolidated income (loss) before income taxes: Interest expense, net (11,525 ) (15,635 ) (48,424 ) (35,227 ) Other income (expense), net (689 ) 1,255 (1,213 ) (2,285 ) Corporate and other (3) (21,657 ) (13,961 ) (52,324 ) (42,745 ) Total consolidated income (loss) before income taxes $ (24,182 ) $ 4,813 $ (34,941 ) $ (3,861 ) (1) Segment profit (loss) represents operating income (loss). (2) Velocity Outdoor - Operating loss from Velocity Outdoor for the three and nine months ended September 30, 2019 includes $33.4 million in goodwill impairment expense. Refer to Note G - " Goodwill and Other Intangible Assets." (3) |
Summary of Goodwill and Identifiable Assets of Operating Segments | Depreciation and Amortization Expense Three months ended September 30, Nine months ended (in thousands) 2019 2018 2019 2018 5.11 Tactical $ 5,275 $ 5,323 $ 15,730 $ 15,882 Ergobaby 2,319 2,086 6,543 6,374 Liberty 388 414 1,185 1,130 Velocity Outdoor 3,217 2,077 9,757 6,081 ACI 525 786 1,717 2,384 Arnold 1,616 1,572 4,818 4,656 Foam Fabricators 3,044 2,957 9,054 7,724 Sterno 5,539 7,584 16,456 21,455 Total 21,923 22,799 65,260 65,686 Reconciliation of segment to consolidated total: Amortization of debt issuance costs and original issue discount 863 1,079 3,022 3,403 Consolidated total $ 22,786 $ 23,878 $ 68,282 $ 69,089 Accounts Receivable Identifiable Assets September 30, December 31, September 30, December 31, (in thousands) 2019 2018 2019 (1) 2018 (1) 5.11 Tactical $ 48,408 $ 52,069 $ 363,933 $ 319,583 Ergobaby 10,549 11,361 92,850 100,679 Liberty 15,320 10,416 40,606 27,881 Velocity Outdoor 29,300 21,881 204,321 209,398 ACI 6,339 9,193 26,297 13,407 Arnold 18,572 16,298 74,223 66,744 Foam Fabricators 29,903 23,848 158,749 155,504 Sterno 77,905 72,361 262,135 253,637 Allowance for doubtful accounts (14,873 ) (11,882 ) — — Total 221,423 205,545 1,223,114 1,146,833 Reconciliation of segment to consolidated total: Corporate and other identifiable assets — — 251,664 8,357 Assets of discontinued operations — — — 540,485 Total $ 221,423 $ 205,545 $ 1,474,778 $ 1,695,675 (1) Does not include accounts receivable balances per schedule above or goodwill balances - refer to Note G - "Goodwill and Other Intangible Assets" . |
Property, Plant and Equipment_2
Property, Plant and Equipment and Inventory (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | September 30, 2019 December 31, 2018 Machinery and equipment $ 182,889 $ 174,983 Furniture, fixtures and other 33,052 29,096 Leasehold improvements 38,181 34,786 Buildings and land 9,976 9,818 Construction in process 11,509 8,869 275,607 257,552 Less: accumulated depreciation (133,316 ) (110,951 ) Total $ 142,291 $ 146,601 |
Summary of Inventory | Inventory is comprised of the following at September 30, 2019 and December 31, 2018 (in thousands) : September 30, 2019 December 31, 2018 Raw materials $ 62,647 $ 60,788 Work-in-process 16,095 12,915 Finished goods 273,582 253,982 Less: obsolescence reserve (20,103 ) (20,248 ) Total $ 332,221 $ 307,437 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Reconciliation of Change in Carrying Value of Goodwill | A summary of the net carrying value of goodwill at September 30, 2019 and December 31, 2018 , is as follows (in thousands) : Nine months ended September 30, 2019 Year ended Goodwill - gross carrying amount $ 502,553 $ 502,268 Accumulated impairment losses (64,534 ) (31,153 ) Goodwill - net carrying amount $ 438,019 $ 471,115 The following is a reconciliation of the change in the carrying value of goodwill for the nine months ended September 30, 2019 by operating segment (in thousands) : Balance at January 1, 2019 Acquisitions Goodwill Impairment Other Balance at September 30, 2019 5.11 $ 92,966 $ — $ — $ — $ 92,966 Ergobaby 61,031 — — — 61,031 Liberty 32,828 — — — 32,828 Velocity Outdoor 62,675 285 (33,381 ) — 29,579 ACI 58,019 — — — 58,019 Arnold 26,903 — — — 26,903 Foam Fabricators 72,708 — — — 72,708 Sterno 55,336 — — — 55,336 Corporate (1) 8,649 — — — 8,649 Total $ 471,115 $ 285 $ (33,381 ) $ — $ 438,019 (1) Represents goodwill resulting from purchase accounting adjustments not "pushed down" to the ACI segment. This amount is allocated back to the ACI segment for purposes of goodwill impairment testing. |
Summary of Other Intangible Assets | Other intangible assets are comprised of the following at September 30, 2019 and December 31, 2018 (in thousands) : September 30, 2019 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 462,686 $ (146,606 ) $ 316,080 $ 462,686 $ (120,786 ) $ 341,900 Technology and patents 79,972 (27,422 ) 52,550 79,646 (23,409 ) 56,237 Trade names, subject to amortization 189,180 (43,006 ) 146,174 189,056 (32,506 ) 156,550 Licensing and non-compete agreements 7,515 (6,950 ) 565 7,515 (6,655 ) 860 Distributor relations and other 726 (726 ) — 726 (726 ) — Total 740,079 (224,710 ) 515,369 739,629 (184,082 ) 555,547 Trade names, not subject to amortization 59,985 — 59,985 60,045 — 60,045 Total intangibles, net $ 800,064 $ (224,710 ) $ 575,354 $ 799,674 $ (184,082 ) $ 615,592 |
Summary of Estimated Charges to Amortization Expense of Intangible Assets | Estimated charges to amortization expense of intangible assets for the remainder of 2019 and the next four years, is as follows (in thousands) : 2019 2020 2021 2022 2023 $ 13,590 $ 54,078 $ 53,632 $ 52,001 $ 51,603 |
Warranties (Tables)
Warranties (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 nine months ended September 30, 2019 and the year ended December 31, 2018 is as follows ( in thousands ): Warranty liability Nine months ended September 30, 2019 Year ended Beginning balance $ 1,624 $ 2,197 Provision for warranties issued during the period 2,185 3,531 Fulfillment of warranty obligations (2,152 ) (4,258 ) Other (1) — 154 Ending balance $ 1,657 $ 1,624 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Debt Holdings | he following table provides the Company’s debt holdings at September 30, 2019 and December 31, 2018 (in thousands) : September 30, 2019 December 31, 2018 Senior Notes $ 400,000 $ 400,000 Revolving Credit Facility — 228,000 Term Loan 298,750 496,250 Less: Unamortized discounts and debt issuance costs (13,237 ) (20,379 ) Total debt $ 685,513 $ 1,103,871 Less: Current portion, term loan facilities (5,000 ) (5,000 ) Long term debt $ 680,513 $ 1,098,871 Net availability under the 2018 Revolving Credit Facility was approximately $596.4 million at September 30, 2019 . Letters of credit outstanding at September 30, 2019 totaled approximately $3.6 million . At September 30, 2019 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Summary of Basic and Diluted Earnings Per Share | Basic and diluted earnings per share for the three and nine months ended September 30, 2019 and 2018 attributable to the common shares of Holdings is calculated as follows (in thousands, except per share data) : Three months ended Nine months ended 2019 2018 2019 2018 Loss from continuing operations attributable to common shares of Holdings $ (78,252 ) $ (7,737 ) $ (113,287 ) $ (23,910 ) Less: Effect of contribution based profit - Holding Event 1,709 2,004 3,562 3,510 Loss from continuing operations attributable to common shares of Holdings $ (79,961 ) $ (9,741 ) $ (116,849 ) $ (27,420 ) Income from discontinued operations attributable to Holdings $ 2,039 $ 6,071 $ 347,370 $ 15,370 Less: Effect of contribution based profit - Holding Event — 400 — 209 Income from discontinued operations attributable to common shares of Holdings $ 2,039 $ 5,671 $ 347,370 $ 15,161 Basic and diluted weighted average common shares outstanding 59,900 59,900 59,900 59,900 Basic and fully diluted income (loss) per common share attributable to Holdings Continuing operations $ (1.33 ) $ (0.16 ) $ (1.95 ) $ (0.45 ) Discontinued operations 0.03 0.09 5.80 0.25 $ (1.30 ) $ (0.07 ) $ 3.85 $ (0.20 ) |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 September 30, 2019 and December 31, 2018 : % Ownership (1) September 30, 2019 % Ownership (1) December 31, 2018 Primary Fully Diluted Primary Fully Diluted 5.11 Tactical 97.5 88.9 97.5 88.7 Ergobaby 81.9 75.8 81.9 76.4 Liberty 91.2 88.4 88.6 85.2 Velocity Outdoor 99.2 93.0 99.2 91.0 ACI 69.4 65.4 69.4 69.2 Arnold 96.7 80.2 96.7 79.4 Foam Fabricators 100.0 91.5 100.0 91.5 Sterno 100.0 88.5 100.0 88.9 (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) September 30, 2019 December 31, 2018 5.11 Tactical $ 11,588 $ 9,873 Ergobaby 26,729 25,362 Liberty 2,777 3,342 Velocity Outdoor 2,288 2,524 ACI 2,345 (1,236 ) Arnold 1,204 1,176 Foam Fabricators 1,615 848 Sterno (1,201 ) (2,067 ) Allocation Interests 100 100 $ 47,445 $ 39,922 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 September 30, 2019 and December 31, 2018 ( in thousands ): Fair Value Measurements at September 30, 2019 Carrying Value Level 1 Level 2 Level 3 Liabilities: Put option of noncontrolling shareholders (1) $ (131 ) $ — $ — $ (131 ) Contingent consideration - acquisition (2) (4,374 ) — — (4,374 ) Interest rate swap (4,883 ) — (4,883 ) — Total recorded at fair value $ (9,388 ) $ — $ (4,883 ) $ (4,505 ) (1) Represents put option issued to noncontrolling shareholders in connection with the 5.11 Tactical and Liberty acquisitions. (2) Represents potential earn-out payable as additional purchase price consideration by Velocity Outdoor in connection with the acquisition of Ravin. Fair Value Measurements at December 31, 2018 Carrying Value Level 1 Level 2 Level 3 Liabilities: Put option of noncontrolling shareholders (1) $ (173 ) $ — $ — $ (173 ) Contingent consideration - acquisition (2) (4,374 ) — — (4,374 ) Interest rate swap (2,072 ) — (2,072 ) — Total recorded at fair value $ (6,619 ) $ — $ (2,072 ) $ (4,547 ) |
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, 2018 through September 30, 2019 are as follows ( in thousands ): Level 3 Balance at January 1, 2018 $ (178 ) Contingent consideration - Rimports (1) (4,800 ) Contingent consideration - Ravin (2) (4,734 ) Decrease in the fair value of put option of noncontrolling shareholder - 5.11 5 Adjustment to Ravin contingent consideration 360 Reversal of contingent consideration - Rimports 4,800 Balance at January 1, 2019 $ (4,547 ) Decrease in the fair value of put option of noncontrolling shareholder - Liberty 42 Balance at September 30, 2019 $ (4,505 ) |
Fair Value Measurements, Nonrecurring | The following table provides the assets and liabilities carried at fair value measured on a non-recurring basis as of September 30, 2019 . Refer to " Note G – Goodwill and Intangible Assets ", for a description of the valuation techniques used to determine fair value of the assets measured on a non-recurring basis in the table below. There were no assets and liabilities carried at fair value measured on a non-recurring basis as of December 31, 2018. Expense Fair Value Measurements at September 30, 2019 Nine months ended (in thousands) Carrying Level 1 Level 2 Level 3 September 30, 2019 Goodwill - Velocity Outdoor $ 29,579 $ — $ — $ 29,579 $ 33,381 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 nine months ended September 30, 2019 and 2018 is as follows: Nine months ended September 30, 2019 2018 United States Federal Statutory Rate (21.0 )% (21.0 )% State income taxes (net of Federal benefits) 4.4 3.8 Foreign income taxes 7.2 46.4 Expenses of Compass Group Diversified Holdings LLC representing a pass through to shareholders (1) 22.7 111.1 Impairment expense 15.7 — Impact of subsidiary employee stock options 0.3 (25.3 ) Credit utilization (2.0 ) (10.2 ) Non-recognition of NOL carryforwards at subsidiaries 3.9 40.5 Effect of Tax Act 4.0 51.7 Other (5.5 ) (1.3 ) Effective income tax rate 29.7 % 195.7 % (1) |
Defined Benefit Plan (Tables)
Defined Benefit Plan (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Retirement Benefits [Abstract] | |
Summary of Net Periodic Benefit Cost | Net periodic benefit cost consists of the following for the three and nine months ended September 30, 2019 and 2018 (in thousands ): Three months ended September 30, Nine months ended 2019 2018 2019 2018 Service cost $ 127 $ 135 $ 383 $ 403 Interest cost 33 24 99 72 Expected return on plan assets (39 ) (39 ) (119 ) (117 ) Amortization of unrecognized loss 35 49 104 148 Net periodic benefit cost $ 156 $ 169 $ 467 $ 506 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Maturities of Lease Liabilities | The maturities of lease liabilities at September 30, 2019 were as follows ( in thousands ): 2019 (excluding nine months ended September 30, 2019) $ 4,775 2020 25,140 2021 22,111 2022 19,891 2023 14,023 Thereafter 46,876 Total undiscounted lease payments $ 132,816 Less: Interest 41,587 Present value of lease liabilities $ 91,229 |
Weighted Average Remaining Lease Term and Discount Rate For Operating Leases | The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of September 30, 2019 : Lease Term and Discount Rate Weighted-average remaining lease term (years) 6.41 Weighted-average discount rate 7.83 % |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows ( in thousands ): Nine months ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 18,574 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 14,178 |
Presentation and Principles o_3
Presentation and Principles of Consolidation - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($)Segment | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)Segment | Sep. 30, 2018USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain on sale of discontinued operations | $ 2,039 | $ 0 | $ 330,203 | $ 1,165 |
Gain on sale of discontinued operations | $ 2,039 | $ 0 | $ 330,203 | $ 1,165 |
Sole owner of Trust interest of the company | 100.00% | |||
Number of reportable operating segments | Segment | 8 | 8 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 04, 2018 | Feb. 26, 2018 | Feb. 15, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Jan. 01, 2018 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 438,019 | $ 438,019 | $ 471,115 | $ 471,115 | ||||
Acquisitions, net of cash acquired | 0 | $ (495,136) | ||||||
Foam | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity interest acquired (as a percentage) | 100.00% | |||||||
Purchase price, net | 253,400 | |||||||
Integration service fees payable | $ 2,250 | 2,300 | 2,300 | |||||
Acquisition related costs | 1,600 | |||||||
Rimports | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity interest acquired (as a percentage) | 100.00% | |||||||
Purchase price, net | $ 154,400 | |||||||
Acquisition related costs | 600 | |||||||
Contingent consideration | (25,000) | (4,800) | ||||||
Fair value of earn-out provision | 4,800 | |||||||
Velocity Outdoor | ||||||||
Business Acquisition [Line Items] | ||||||||
Integration service fees payable | $ 750 | |||||||
Customer relationships | Foam | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets, amount | 114,100 | |||||||
Customer relationships | Rimports | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets, amount | 79,100 | |||||||
Trade name | Foam | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets, amount | $ 4,200 | |||||||
Trade name | Rimports | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets, amount | $ 6,600 | |||||||
Velocity Outdoor Holdings [Member] | Ravin Crossbows, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price, net | $ 98,000 | |||||||
Contingent consideration | (25,000) | |||||||
Fair value of earn-out provision | 4,700 | $ 4,700 | ||||||
Consideration transferred, intercompany loans issued | 38,900 | |||||||
Consideration transferred, equity interests issued | 60,600 | |||||||
Velocity Outdoor | Ravin Crossbows, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition related costs | $ 1,400 | |||||||
Goodwill | 13,300 | |||||||
Intangible assets | 67,500 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 2,500 | |||||||
Velocity Outdoor | Customer relationships | Ravin Crossbows, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 10,800 | |||||||
Velocity Outdoor | Trade name | Ravin Crossbows, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 14,100 | |||||||
Velocity Outdoor | Technology | Ravin Crossbows, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 42,600 |
Acquisition - Schedule of Asset
Acquisition - Schedule of Assets Acquired and Liabilities Assumed as of the Acquisition Date (Detail) - USD ($) $ in Thousands | Feb. 26, 2018 | Feb. 15, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Jan. 01, 2018 |
Assets: | |||||||
Goodwill | $ 438,019 | $ 438,019 | $ 471,115 | $ 471,115 | |||
Acquisition Consideration | |||||||
Total purchase consideration | $ 0 | $ 495,136 | |||||
Foam | |||||||
Acquisition Consideration | |||||||
Acquisition related costs | $ 1,600 | ||||||
Purchase price, net | $ 253,400 | ||||||
Rimports | |||||||
Acquisition Consideration | |||||||
Acquisition related costs | $ 600 | ||||||
Purchase price, net | 154,400 | ||||||
Potential earn-out liability | 25,000 | $ 4,800 | |||||
Fair value of earn-out provision | $ 4,800 |
Acquisition - Schedule of Intan
Acquisition - Schedule of Intangible Assets Recorded as Part of Acquisition (Detail) - USD ($) $ in Thousands | Feb. 26, 2018 | Feb. 15, 2018 |
Foam | Trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, amount | $ 4,200 | |
Foam | Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, amount | $ 114,100 | |
Rimports | Trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, amount | $ 6,600 | |
Rimports | Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, amount | $ 79,100 |
Acquisition - Pro Forma Informa
Acquisition - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Net loss attributable to Holdings | $ (27,785) | $ 4,726 | $ 298,057 | $ 1,477 |
Crosman and 5.11 Tactical Acquisitions | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Net revenues | 1,026,230 | |||
Gross profit | 356,782 | |||
Operating income | 40,481 | |||
Net loss | (13,055) | |||
Net loss attributable to Holdings | $ (15,530) | |||
Basic net income per share attributable to Holdings | $ (0.49) |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | Feb. 28, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Aug. 31, 2019 | Feb. 18, 2019 | Dec. 31, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Disposal Group, Total enterprise value | $ 625,000 | $ 625,000 | |||||||||
Disposal Group, repayment of intercompany loans | 224,600 | 224,600 | |||||||||
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | $ 66,858 | ||||||||||
Disposal Group, including discontinued operation, consideration, cash | $ 50,000 | $ 28,400 | $ 150,000 | ||||||||
Disposal Group, including discontinued operation, consideration, shares | 42,500 | $ 19,600 | $ 127,500 | ||||||||
Disposal Group, Net indebtedness | 71,300 | ||||||||||
disposal group, including discontinued operation, transaction costs | 5,000 | ||||||||||
Proceeds from sale of businesses | 501,895 | $ 0 | |||||||||
Disposal Group, Deferred Gain on Disposal | 48,200 | 48,200 | |||||||||
Gain on sale of discontinued operations, net of income tax | 2,039 | $ 0 | 330,203 | 1,165 | |||||||
Gain on sale of discontinued operations | 2,039 | 0 | 330,203 | 1,165 | |||||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | 121,700 | ||||||||||
Debt and Equity Securities, Realized Gain (Loss), Excluding Other-than-temporary Impairment | (4,893) | $ (5,300) | (10,193) | 0 | |||||||
Subsequent Event | Manitoba Harvest [Member] | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Disposal Group, including discontinued operation, consideration, shares | $ 49,000 | ||||||||||
United States | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Disposal Group, Net indebtedness | $ 53,700 | ||||||||||
Clean Earth | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | 59,689 | ||||||||||
disposal group, including discontinued operation, transaction costs | 10,700 | ||||||||||
Proceeds from sale of businesses | 327,300 | ||||||||||
Disposal Group, Including Discontinued Operation, Intercompany Interest Expense Excluded from Income (Loss) from Discontinued Operations | 4,500 | 10,200 | 12,200 | ||||||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 2,200 | $ 206,300 | |||||||||
Manitoba Harvest [Member] | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | $ 7,169 | ||||||||||
Proceeds from sale of businesses | 124,200 | ||||||||||
Disposal Group, Including Discontinued Operation, Intercompany Interest Expense Excluded from Income (Loss) from Discontinued Operations | $ 1,300 | $ 1,000 | $ 3,800 |
Discontinued Operations - Summa
Discontinued Operations - Summarized Balance Sheet Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Debt and Equity Securities, Realized Gain (Loss), Excluding Other-than-temporary Impairment | $ (4,893) | $ (5,300) | $ (10,193) | $ 0 | |||||
Assets: | |||||||||
Cash | $ 4,555 | ||||||||
Accounts receivable, net | 66,858 | ||||||||
Disposal Group, Including Discontinued Operation, Inventory | 11,436 | ||||||||
Prepaid expenses and other current assets | 6,913 | ||||||||
Current assets held for sale | 0 | 0 | 89,762 | ||||||
Liabilities: | |||||||||
Accrued expenses and other current liabilities | 1,374 | ||||||||
Current liabilities held for sale | 0 | 0 | 52,494 | ||||||
Noncurrent liabilities held for sale | 0 | 0 | 48,243 | ||||||
Noncontrolling interest of discontinued operations | 47,445 | $ 37,901 | 47,445 | 37,901 | $ 45,977 | 39,922 | $ 34,284 | $ 33,709 | |
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment | 80,217 | ||||||||
Disposal Group, Including Discontinued Operation, Goodwill | 182,555 | ||||||||
Disposal Group, Including Discontinued Operation, Intangible Assets | 183,063 | ||||||||
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent | 3,629 | ||||||||
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 0 | 0 | 449,464 | ||||||
Disposal Group, Including Discontinued Operation, Accounts Payable | 30,394 | ||||||||
Disposal Group, Including Discontinued Operation, Accrued Liabilities | 20,376 | ||||||||
disposal group due to related party | 350 | ||||||||
Disposal Group, Including Discontinued Operation, Deferred Tax Liabilities | 40,975 | ||||||||
Disposal Group, Including Discontinued Operation, Other Liabilities | 7,268 | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest, Discontinued Operations | 0 | 0 | 20,048 | ||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ 0 | 6,423 | 16,901 | 14,931 | |||||
Manitoba Harvest [Member] | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Disposal Group, Including Discontinued Operation, Revenue | 10,024 | 17,300 | 53,169 | ||||||
Assets: | |||||||||
Cash | 2,577 | ||||||||
Accounts receivable, net | 7,169 | ||||||||
Disposal Group, Including Discontinued Operation, Inventory | 11,436 | ||||||||
Prepaid expenses and other current assets | 773 | ||||||||
Current assets held for sale | 21,955 | ||||||||
Liabilities: | |||||||||
Accrued expenses and other current liabilities | 507 | ||||||||
Current liabilities held for sale | 9,429 | ||||||||
Noncurrent liabilities held for sale | 14,768 | ||||||||
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment | 18,157 | ||||||||
Disposal Group, Including Discontinued Operation, Goodwill | 37,777 | ||||||||
Disposal Group, Including Discontinued Operation, Intangible Assets | 53,533 | ||||||||
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent | 0 | ||||||||
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 109,467 | ||||||||
Disposal Group, Including Discontinued Operation, Accounts Payable | 4,259 | ||||||||
Disposal Group, Including Discontinued Operation, Accrued Liabilities | 4,313 | ||||||||
disposal group due to related party | 350 | ||||||||
Disposal Group, Including Discontinued Operation, Deferred Tax Liabilities | 12,675 | ||||||||
Disposal Group, Including Discontinued Operation, Other Liabilities | 2,093 | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest, Discontinued Operations | 11,160 | ||||||||
Disposal Group, Including Discontinued Operation, Gross Profit (Loss) | 4,874 | 7,097 | 23,545 | ||||||
Disposal Group, Including Discontinued Operation, Operating Income (Loss) | (1,118) | (886) | (670) | ||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | (1,127) | (896) | (694) | ||||||
Discontinued Operation, Tax Effect of Discontinued Operation | (541) | (490) | (1,163) | ||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ (586) | (406) | 469 | ||||||
Clean Earth | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Disposal Group, Including Discontinued Operation, Revenue | 71,116 | 132,737 | 199,579 | ||||||
Assets: | |||||||||
Cash | 1,978 | ||||||||
Accounts receivable, net | 59,689 | ||||||||
Disposal Group, Including Discontinued Operation, Inventory | 0 | ||||||||
Prepaid expenses and other current assets | 6,140 | ||||||||
Current assets held for sale | 67,807 | ||||||||
Liabilities: | |||||||||
Accrued expenses and other current liabilities | 867 | ||||||||
Current liabilities held for sale | 43,065 | ||||||||
Noncurrent liabilities held for sale | 33,475 | ||||||||
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment | 62,060 | ||||||||
Disposal Group, Including Discontinued Operation, Goodwill | 144,778 | ||||||||
Disposal Group, Including Discontinued Operation, Intangible Assets | 129,530 | ||||||||
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent | 3,629 | ||||||||
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | 339,997 | ||||||||
Disposal Group, Including Discontinued Operation, Accounts Payable | 26,135 | ||||||||
Disposal Group, Including Discontinued Operation, Accrued Liabilities | 16,063 | ||||||||
disposal group due to related party | 0 | ||||||||
Disposal Group, Including Discontinued Operation, Deferred Tax Liabilities | 28,300 | ||||||||
Disposal Group, Including Discontinued Operation, Other Liabilities | 5,175 | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest, Discontinued Operations | $ 8,888 | ||||||||
Disposal Group, Including Discontinued Operation, Gross Profit (Loss) | 18,610 | 39,678 | 56,589 | ||||||
Disposal Group, Including Discontinued Operation, Operating Income (Loss) | 4,278 | 6,232 | 12,495 | ||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 4,202 | 5,880 | 12,215 | ||||||
Discontinued Operation, Tax Effect of Discontinued Operation | (2,627) | (11,607) | (2,247) | ||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ 6,829 | $ 17,487 | $ 14,462 |
Discontinued Operations - Sum_2
Discontinued Operations - Summarized Operating Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Debt and Equity Securities, Realized Gain (Loss), Excluding Other-than-temporary Impairment | $ 4,893 | $ 5,300 | $ 10,193 | $ 0 | |
Income from discontinued operations | $ 0 | $ 6,423 | 16,901 | 14,931 | |
Manitoba Harvest | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net sales | 10,024 | 17,300 | 53,169 | ||
Gross profit | 4,874 | 7,097 | 23,545 | ||
Operating income (loss) | (1,118) | (886) | (670) | ||
Income (loss) from continuing operations before income taxes | (1,127) | (896) | (694) | ||
Provision for income taxes | (541) | (490) | (1,163) | ||
Income from discontinued operations | $ (586) | (406) | 469 | ||
Disposal Group, Including Discontinued Operation, Intercompany Interest Expense Excluded from Income (Loss) from Discontinued Operations | 1,300 | 1,000 | 3,800 | ||
Clean Earth | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net sales | 71,116 | 132,737 | 199,579 | ||
Gross profit | 18,610 | 39,678 | 56,589 | ||
Operating income (loss) | 4,278 | 6,232 | 12,495 | ||
Income (loss) from continuing operations before income taxes | 4,202 | 5,880 | 12,215 | ||
Provision for income taxes | (2,627) | (11,607) | (2,247) | ||
Income from discontinued operations | 6,829 | 17,487 | 14,462 | ||
Disposal Group, Including Discontinued Operation, Intercompany Interest Expense Excluded from Income (Loss) from Discontinued Operations | $ 4,500 | $ 10,200 | $ 12,200 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | $ 388,313 | $ 360,283 | $ 1,063,254 | $ 986,402 |
5.11 Tactical | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 98,053 | 83,342 | 278,978 | 252,022 |
Ergo | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 23,318 | 24,260 | 68,741 | 70,376 |
Liberty | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 24,729 | 17,872 | 67,566 | 61,741 |
Velocity Outdoor | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 46,647 | 34,289 | 107,395 | 94,266 |
ACI | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 21,897 | 23,424 | 67,405 | 68,454 |
Arnold | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 30,895 | 29,891 | 90,404 | 90,486 |
Foam | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 31,304 | 33,337 | 93,634 | 81,988 |
Sterno | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 111,470 | 113,868 | 289,131 | 267,069 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 321,692 | 297,678 | 877,595 | 807,456 |
United States | 5.11 Tactical | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 77,783 | 62,085 | 225,124 | 192,382 |
United States | Ergo | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 6,505 | 8,190 | 20,738 | 25,790 |
United States | Liberty | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 24,061 | 17,263 | 65,797 | 60,126 |
United States | Velocity Outdoor | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 42,126 | 29,862 | 93,243 | 80,629 |
United States | ACI | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 21,897 | 23,424 | 67,405 | 68,454 |
United States | Arnold | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 18,227 | 18,202 | 53,778 | 54,417 |
United States | Foam | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 25,833 | 28,378 | 78,508 | 70,604 |
United States | Sterno | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 105,260 | 110,274 | 273,002 | 255,054 |
Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 9,750 | 8,031 | 28,641 | 25,676 |
Canada | 5.11 Tactical | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 1,897 | 1,465 | 6,211 | 5,938 |
Canada | Ergo | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 906 | 697 | 2,552 | 2,277 |
Canada | Liberty | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 668 | 609 | 1,769 | 1,615 |
Canada | Velocity Outdoor | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 1,981 | 2,062 | 5,232 | 5,118 |
Canada | ACI | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 0 | 0 | 0 | 0 |
Canada | Arnold | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 153 | 264 | 516 | 978 |
Canada | Foam | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 0 | 0 | 0 | 0 |
Canada | Sterno | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 4,145 | 2,934 | 12,361 | 9,750 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 26,080 | 25,702 | 76,904 | 79,781 |
Europe | 5.11 Tactical | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 7,504 | 6,871 | 20,658 | 23,334 |
Europe | Ergo | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 6,951 | 7,962 | 21,026 | 21,795 |
Europe | Liberty | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 0 | 0 | 0 | 0 |
Europe | Velocity Outdoor | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 1,420 | 1,231 | 5,253 | 4,377 |
Europe | ACI | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 0 | 0 | 0 | 0 |
Europe | Arnold | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 9,758 | 9,390 | 28,584 | 29,065 |
Europe | Foam | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 0 | 0 | 0 | 0 |
Europe | Sterno | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 447 | 248 | 1,383 | 1,210 |
Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 14,731 | 12,891 | 40,086 | 37,319 |
Asia Pacific | 5.11 Tactical | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 2,429 | 3,919 | 9,007 | 12,344 |
Asia Pacific | Ergo | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 8,820 | 7,176 | 23,656 | 19,713 |
Asia Pacific | Liberty | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 0 | 0 | 0 | 0 |
Asia Pacific | Velocity Outdoor | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 239 | 375 | 671 | 978 |
Asia Pacific | ACI | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 0 | 0 | 0 | 0 |
Asia Pacific | Arnold | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 1,678 | 1,311 | 4,479 | 3,803 |
Asia Pacific | Foam | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 0 | 0 | 0 | 0 |
Asia Pacific | Sterno | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 1,565 | 110 | 2,273 | 481 |
Other international | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 16,060 | 15,981 | 40,028 | 36,170 |
Other international | 5.11 Tactical | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 8,440 | 9,002 | 17,978 | 18,024 |
Other international | Ergo | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 136 | 235 | 769 | 801 |
Other international | Liberty | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 0 | 0 | 0 | 0 |
Other international | Velocity Outdoor | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 881 | 759 | 2,996 | 3,164 |
Other international | ACI | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 0 | 0 | 0 | 0 |
Other international | Arnold | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 1,079 | 724 | 3,047 | 2,223 |
Other international | Foam | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 5,471 | 4,959 | 15,126 | 11,384 |
Other international | Sterno | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | $ 53 | $ 302 | $ 112 | $ 574 |
Operating Segment Data - Additi
Operating Segment Data - Additional Information (Detail) ft² in Thousands, Clients in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($)ft²SegmentClients | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)Segment | Sep. 30, 2018USD ($) | |
Segment Reporting Information [Line Items] | ||||
Depreciation and Amortization Expense | $ 22,786 | $ 23,878 | $ 68,282 | $ 69,089 |
Number of reportable operating segments | Segment | 8 | 8 | ||
Liberty | ||||
Segment Reporting Information [Line Items] | ||||
Manufacturing facility area (in square feet) | ft² | 300 | |||
Arnold | Minimum | ||||
Segment Reporting Information [Line Items] | ||||
Number of clients | Clients | 2 | |||
Outside of the United States | Ergobaby | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 50.00% | |||
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and Amortization Expense | $ 21,923 | 22,799 | $ 65,260 | 65,686 |
Operating Segments | 5.11 Tactical | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and Amortization Expense | 5,275 | 5,323 | 15,730 | 15,882 |
Operating Segments | Ergobaby | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and Amortization Expense | 2,319 | 2,086 | 6,543 | 6,374 |
Operating Segments | Liberty | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and Amortization Expense | 388 | 414 | 1,185 | 1,130 |
Operating Segments | Velocity Outdoor | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and Amortization Expense | 3,217 | 2,077 | 9,757 | 6,081 |
Operating Segments | ACI | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and Amortization Expense | 525 | 786 | 1,717 | 2,384 |
Operating Segments | Arnold | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and Amortization Expense | 1,616 | 1,572 | 4,818 | 4,656 |
Operating Segments | Foam | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and Amortization Expense | 3,044 | 2,957 | 9,054 | 7,724 |
Operating Segments | Sterno | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and Amortization Expense | 5,539 | 7,584 | 16,456 | 21,455 |
Amortization Of Debt Issuance Costs And Original Issue Discount | Reconciliation of Segment to Consolidated | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and Amortization Expense | $ 863 | $ 1,079 | $ 3,022 | $ 3,403 |
Operating Segment Data - Summar
Operating Segment Data - Summary of Net Sales of Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | $ 388,313 | $ 360,283 | $ 1,063,254 | $ 986,402 |
5.11 Tactical | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 98,053 | 83,342 | 278,978 | 252,022 |
Liberty | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 24,729 | 17,872 | 67,566 | 61,741 |
Velocity Outdoor | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 46,647 | 34,289 | 107,395 | 94,266 |
ACI | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 21,897 | 23,424 | 67,405 | 68,454 |
Foam | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 31,304 | 33,337 | 93,634 | 81,988 |
Operating Segments | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 388,313 | 360,283 | 1,063,254 | 986,402 |
Operating Segments | 5.11 Tactical | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 98,053 | 83,342 | 278,978 | 252,022 |
Operating Segments | Ergobaby | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 23,318 | 24,260 | 68,741 | 70,376 |
Operating Segments | Liberty | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 24,729 | 17,872 | 67,566 | 61,741 |
Operating Segments | Velocity Outdoor | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 46,647 | 34,289 | 107,395 | 94,266 |
Operating Segments | ACI | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 21,897 | 23,424 | 67,405 | 68,454 |
Operating Segments | Arnold | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 30,895 | 29,891 | 90,404 | 90,486 |
Operating Segments | Foam | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 31,304 | 33,337 | 93,634 | 81,988 |
Operating Segments | Sterno | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 111,470 | 113,868 | 289,131 | 267,069 |
Reconciliation of Segment to Consolidated | Corporate and other | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Segment Data - Summ_2
Operating Segment Data - Summary of Profit (Loss) of Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Goodwill, Impairment Loss | $ 33,381 | $ 0 | $ 33,381 | $ 0 | |
Debt and Equity Securities, Realized Gain (Loss), Excluding Other-than-temporary Impairment | (4,893) | $ (5,300) | (10,193) | 0 | |
Total consolidated income (loss) from continuing operations before income taxes | (24,182) | 4,813 | (34,941) | (3,861) | |
Other income (expense), net | (689) | 511 | (1,213) | (2,285) | |
Loss on equity method investment | 0 | ||||
Velocity Outdoor | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Goodwill, Impairment Loss | 33,381 | ||||
Operating Segments | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total consolidated income (loss) from continuing operations before income taxes | 9,689 | 33,154 | 67,020 | 76,396 | |
Operating Segments | 5.11 Tactical | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total consolidated income (loss) from continuing operations before income taxes | 5,977 | 1,740 | 13,388 | 3,143 | |
Operating Segments | Ergobaby | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total consolidated income (loss) from continuing operations before income taxes | 3,220 | 4,191 | 9,151 | 10,106 | |
Operating Segments | Liberty | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total consolidated income (loss) from continuing operations before income taxes | 2,726 | 467 | 5,812 | 4,894 | |
Operating Segments | Velocity Outdoor | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total consolidated income (loss) from continuing operations before income taxes | (27,902) | 1,833 | (27,635) | 5,125 | |
Operating Segments | ACI | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total consolidated income (loss) from continuing operations before income taxes | 6,122 | 6,902 | 19,087 | 19,202 | |
Operating Segments | Arnold | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total consolidated income (loss) from continuing operations before income taxes | 2,681 | 2,287 | 6,385 | 6,957 | |
Operating Segments | Foam | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total consolidated income (loss) from continuing operations before income taxes | 4,141 | 4,100 | 12,011 | 7,856 | |
Operating Segments | Sterno | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total consolidated income (loss) from continuing operations before income taxes | 12,724 | 11,634 | 28,821 | 19,113 | |
Reconciliation of Segment to Consolidated | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Interest expense, net | (11,525) | (15,635) | (48,424) | (35,227) | |
Other income (expense), net | (689) | 1,255 | (1,213) | (2,285) | |
Reconciliation of Segment to Consolidated | Corporate and other | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total consolidated income (loss) from continuing operations before income taxes | $ (21,657) | $ (13,961) | $ (52,324) | $ (42,745) |
Operating Segment Data - Summ_3
Operating Segment Data - Summary of Depreciation, Goodwill and Identifiable Assets of Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Accounts Receivable, Allowance for Credit Loss | $ (14,873) | $ (14,873) | $ (11,882) | ||||||
Identifiable Assets | [1] | 1,474,778 | 1,474,778 | 1,695,675 | |||||
Disposal Group, Including Discontinued Operation, Assets | 0 | 0 | 540,485 | ||||||
Depreciation and Amortization Expense | 22,786 | $ 23,878 | 68,282 | $ 69,089 | |||||
Operating Segments | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Accounts Receivable, after Allowance for Credit Loss | 221,423 | 221,423 | 205,545 | ||||||
Identifiable Assets | [1] | 1,223,114 | 1,223,114 | 1,146,833 | |||||
Depreciation and Amortization Expense | 21,923 | 22,799 | 65,260 | 65,686 | |||||
Operating Segments | 5.11 Tactical | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Accounts Receivable, before Allowance for Credit Loss | 48,408 | 48,408 | 52,069 | ||||||
Identifiable Assets | [1] | 363,933 | 363,933 | 319,583 | |||||
Depreciation and Amortization Expense | 5,275 | 5,323 | 15,730 | 15,882 | |||||
Operating Segments | Ergobaby | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Accounts Receivable, before Allowance for Credit Loss | 10,549 | 10,549 | 11,361 | ||||||
Identifiable Assets | [1] | 92,850 | 92,850 | 100,679 | |||||
Depreciation and Amortization Expense | 2,319 | 2,086 | 6,543 | 6,374 | |||||
Operating Segments | Liberty | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Accounts Receivable, before Allowance for Credit Loss | 15,320 | 15,320 | 10,416 | ||||||
Identifiable Assets | 40,606 | 40,606 | 27,881 | [1] | |||||
Depreciation and Amortization Expense | 388 | 414 | 1,185 | 1,130 | |||||
Operating Segments | Velocity Outdoor | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Accounts Receivable, before Allowance for Credit Loss | 29,300 | 29,300 | 21,881 | ||||||
Identifiable Assets | [1] | 204,321 | 204,321 | 209,398 | |||||
Depreciation and Amortization Expense | 3,217 | 2,077 | 9,757 | 6,081 | |||||
Operating Segments | ACI | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Accounts Receivable, before Allowance for Credit Loss | 6,339 | [1] | 6,339 | [1] | 9,193 | ||||
Identifiable Assets | [1] | 26,297 | 26,297 | 13,407 | |||||
Depreciation and Amortization Expense | 525 | 786 | 1,717 | 2,384 | |||||
Operating Segments | Arnold | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Depreciation and Amortization Expense | 1,616 | 1,572 | 4,818 | 4,656 | |||||
Operating Segments | Arnold | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Accounts Receivable, before Allowance for Credit Loss | 18,572 | [1] | 18,572 | [1] | 16,298 | ||||
Identifiable Assets | [1] | 74,223 | 74,223 | 66,744 | |||||
Operating Segments | Foam | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Accounts Receivable, before Allowance for Credit Loss | [1] | 29,903 | 29,903 | 23,848 | |||||
Identifiable Assets | [1] | 158,749 | 158,749 | 155,504 | |||||
Depreciation and Amortization Expense | 3,044 | 2,957 | 9,054 | 7,724 | |||||
Operating Segments | Sterno | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Accounts Receivable, before Allowance for Credit Loss | 77,905 | 77,905 | 72,361 | ||||||
Identifiable Assets | 262,135 | 262,135 | 253,637 | [1] | |||||
Operating Segments | Sterno | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Depreciation and Amortization Expense | 5,539 | 7,584 | 16,456 | 21,455 | |||||
Reconciliation of Segment to Consolidated | Amortization Of Debt Issuance Costs And Original Issue Discount | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Depreciation and Amortization Expense | 863 | $ 1,079 | 3,022 | $ 3,403 | |||||
Reconciliation of Segment to Consolidated | Corporate and other | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Identifiable Assets | [1] | $ 251,664 | $ 251,664 | $ 8,357 | |||||
[1] | Does not include accounts receivable balances per schedule above or goodwill balances - refer to Note G - "Goodwill and Other Intangible Assets" . |
Property, Plant and Equipment_3
Property, Plant and Equipment and Inventory - Summary of Property, Plant and Equipment (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||||
Document Period End Date | Sep. 30, 2019 | ||||
Depreciation expense | $ 8,400,000 | $ 7,900,000 | $ 24,628,000 | $ 22,826,000 | |
Property, plant and equipment, gross | 275,607,000 | 275,607,000 | $ 257,552,000 | ||
Construction in process | 11,509,000 | 11,509,000 | 8,869,000 | ||
Less: accumulated depreciation | (133,316,000) | (133,316,000) | (110,951,000) | ||
Total | 142,291,000 | 142,291,000 | 146,601,000 | ||
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 182,889,000 | 182,889,000 | 174,983,000 | ||
Furniture, fixtures and other | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 33,052,000 | 33,052,000 | 29,096,000 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 38,181,000 | 38,181,000 | 34,786,000 | ||
Buildings and land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 9,976,000 | $ 9,976,000 | $ 9,818,000 |
Property, Plant and Equipment_4
Property, Plant and Equipment and Inventory - Summary of Inventory (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||||
Document Period End Date | Sep. 30, 2019 | ||||
Depreciation expense | $ 8,400,000 | $ 7,900,000 | $ 24,628,000 | $ 22,826,000 | |
Raw materials | 62,647,000 | 62,647,000 | $ 60,788,000 | ||
Work-in-process | 16,095,000 | 16,095,000 | 12,915,000 | ||
Finished goods | 273,582,000 | 273,582,000 | 253,982,000 | ||
Less: obsolescence reserve | (20,103,000) | (20,103,000) | (20,248,000) | ||
Total | $ 332,221,000 | $ 332,221,000 | $ 307,437,000 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)Reporting_Unit | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Jan. 01, 2018USD ($) | |
Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | $ 438,019 | $ 438,019 | $ 471,115 | $ 471,115 | ||
Goodwill, Period Increase (Decrease) | 285 | |||||
Goodwill, Impairment Loss | (33,381) | $ 0 | (33,381) | $ 0 | ||
Goodwill - gross carrying amount | 502,553 | 502,553 | 502,268 | |||
Goodwill, estimated impairment loss | 64,534 | 64,534 | $ 31,153 | |||
Amortization expense | 13,520 | $ 12,788 | 40,632 | $ 35,533 | ||
Velocity Outdoor | ||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | 29,579 | 29,579 | ||||
Goodwill, Period Increase (Decrease) | 285 | |||||
Goodwill, Other Increase (Decrease) | 0 | |||||
Goodwill, Impairment Loss | $ (33,381) | |||||
Impairment assessment assumptions weighted average cost of capital | 12.20% | |||||
ACI | ||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | 58,019 | $ 58,019 | 58,019 | |||
5.11 Tactical | ||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | 92,966 | 92,966 | 92,966 | |||
Ergobaby | ||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | 61,031 | 61,031 | 61,031 | |||
Liberty | ||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | 32,828 | $ 32,828 | 32,828 | |||
Impairment assessment assumptions weighted average cost of capital | 14.80% | |||||
Arnold | ||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | 26,903 | $ 26,903 | 26,903 | |||
Number of reporting units at Arnold Subsidiary | Reporting_Unit | 3 | |||||
Impairment assessment assumptions weighted average cost of capital | 12.60% | |||||
Flexmag | ||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||
Impairment assessment assumptions weighted average cost of capital | 12.40% | |||||
Foam | ||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | 72,708 | $ 72,708 | 72,708 | |||
Goodwill, Acquired During Period | 0 | |||||
Sterno | ||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | 55,336 | 55,336 | 55,336 | |||
Goodwill, Acquired During Period | 0 | |||||
Corporate Segment [Member] | ||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | $ 8,649 | $ 8,649 | $ 8,649 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Summary of Reconciliation of Change in Carrying Value of Goodwill (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)Reporting_Unit | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Jan. 01, 2018USD ($) | |
Goodwill [Line Items] | |||||||
Goodwill - gross carrying amount | $ 502,553 | $ 502,268 | |||||
Accumulated impairment losses | (64,534) | (31,153) | |||||
Goodwill - net carrying amount | $ 438,019 | $ 471,115 | 438,019 | $ 471,115 | $ 471,115 | ||
Goodwill [Roll Forward] | |||||||
Balance as of January 1, 2017 | 438,019 | 438,019 | |||||
Balance as of March 31, 2017 | 471,115 | ||||||
Goodwill, Impairment Loss | 33,381 | $ 0 | 33,381 | $ 0 | |||
Corporate Segment [Member] | |||||||
Goodwill [Line Items] | |||||||
Goodwill - net carrying amount | 8,649 | 8,649 | 8,649 | 8,649 | |||
Goodwill [Roll Forward] | |||||||
Balance as of January 1, 2017 | 8,649 | 8,649 | |||||
5.11 Tactical | |||||||
Goodwill [Line Items] | |||||||
Goodwill - net carrying amount | 92,966 | 92,966 | 92,966 | 92,966 | |||
Goodwill [Roll Forward] | |||||||
Balance as of January 1, 2017 | 92,966 | 92,966 | |||||
Ergobaby | |||||||
Goodwill [Line Items] | |||||||
Goodwill - net carrying amount | 61,031 | 61,031 | 61,031 | 61,031 | |||
Goodwill [Roll Forward] | |||||||
Balance as of January 1, 2017 | 61,031 | 61,031 | |||||
Liberty | |||||||
Goodwill [Line Items] | |||||||
Goodwill - net carrying amount | 32,828 | 32,828 | 32,828 | 32,828 | |||
Goodwill [Roll Forward] | |||||||
Balance as of January 1, 2017 | 32,828 | $ 32,828 | |||||
Impairment assessment assumptions weighted average cost of capital | 14.80% | ||||||
ACI | |||||||
Goodwill [Line Items] | |||||||
Goodwill - net carrying amount | 58,019 | $ 58,019 | 58,019 | 58,019 | |||
Goodwill [Roll Forward] | |||||||
Balance as of January 1, 2017 | 58,019 | 58,019 | |||||
Arnold | |||||||
Goodwill [Line Items] | |||||||
Goodwill - net carrying amount | 26,903 | 26,903 | 26,903 | 26,903 | |||
Goodwill [Roll Forward] | |||||||
Balance as of January 1, 2017 | 26,903 | $ 26,903 | |||||
Number of reporting units at Arnold Subsidiary | Reporting_Unit | 3 | ||||||
Impairment assessment assumptions weighted average cost of capital | 12.60% | ||||||
Velocity Outdoor | |||||||
Goodwill [Line Items] | |||||||
Goodwill - net carrying amount | 29,579 | $ 29,579 | 29,579 | ||||
Goodwill [Roll Forward] | |||||||
Balance as of January 1, 2017 | 29,579 | $ 29,579 | |||||
Impairment assessment assumptions weighted average cost of capital | 12.20% | ||||||
Goodwill, Impairment Loss | $ 33,381 | ||||||
Sterno | |||||||
Goodwill [Line Items] | |||||||
Goodwill - net carrying amount | 55,336 | 55,336 | $ 55,336 | $ 55,336 | |||
Goodwill [Roll Forward] | |||||||
Balance as of January 1, 2017 | $ 55,336 | 55,336 | |||||
Acquisitions | $ 0 | ||||||
Flexmag | |||||||
Goodwill [Roll Forward] | |||||||
Impairment assessment assumptions weighted average cost of capital | 12.40% |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Document Period End Date | Sep. 30, 2019 | ||||
Amortization expense | $ 13,520,000 | $ 12,788,000 | $ 40,632,000 | $ 35,533,000 | |
Other intangible assets, gross | 740,079,000 | 740,079,000 | $ 739,629,000 | ||
Total accumulated amortization | (224,710,000) | (224,710,000) | (184,082,000) | ||
Finite-Lived Intangible Assets, Net | 515,369,000 | 515,369,000 | 555,547,000 | ||
Trade names, not subject to amortization | 59,985,000 | 59,985,000 | 60,045,000 | ||
Intangible Assets, Gross (Excluding Goodwill) | 800,064,000 | 800,064,000 | 799,674,000 | ||
Total intangibles, net | 575,354,000 | 575,354,000 | 615,592,000 | ||
Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, gross | 462,686,000 | 462,686,000 | 462,686,000 | ||
Total accumulated amortization | (146,606,000) | (146,606,000) | (120,786,000) | ||
Finite-Lived Intangible Assets, Net | 316,080,000 | 316,080,000 | 341,900,000 | ||
Technology and patents | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, gross | 79,972,000 | 79,972,000 | 79,646,000 | ||
Total accumulated amortization | (27,422,000) | (27,422,000) | (23,409,000) | ||
Finite-Lived Intangible Assets, Net | 52,550,000 | 52,550,000 | 56,237,000 | ||
Trade name | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, gross | 189,180,000 | 189,180,000 | 189,056,000 | ||
Total accumulated amortization | (43,006,000) | (43,006,000) | (32,506,000) | ||
Finite-Lived Intangible Assets, Net | 146,174,000 | 146,174,000 | 156,550,000 | ||
Licensing and non-compete agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, gross | 7,515,000 | 7,515,000 | 7,515,000 | ||
Total accumulated amortization | (6,950,000) | (6,950,000) | (6,655,000) | ||
Finite-Lived Intangible Assets, Net | 565,000 | 565,000 | 860,000 | ||
Distributor relations and other | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, gross | 726,000 | 726,000 | 726,000 | ||
Total accumulated amortization | (726,000) | (726,000) | (726,000) | ||
Finite-Lived Intangible Assets, Net | $ 0 | $ 0 | $ 0 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Summary of Estimated Charges to Amortization Expense of Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 13,520 | $ 12,788 | $ 40,632 | $ 35,533 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
2018 | 13,590 | 13,590 | ||
2019 | 54,078 | 54,078 | ||
2020 | 53,632 | 53,632 | ||
2021 | 52,001 | 52,001 | ||
2022 | $ 51,603 | $ 51,603 |
Warranties - Change in Carrying
Warranties - Change in Carrying Value of Company's Warranty Liability (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | ||
Product Warranty Accrual, Beginning Balance | $ 1,624 | $ 2,197 |
Accrual | 2,185 | 3,531 |
Warranty payments | (2,152) | (4,258) |
Product Warranty Accrual, Ending balance | 1,657 | 1,624 |
Velocity Outdoor | ||
Schedule of Equity Method Investments [Line Items] | ||
Other (1) | $ 0 | $ 154 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Sep. 16, 2014USD ($) | Mar. 31, 2014 | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Apr. 18, 2018USD ($) | Jun. 06, 2014USD ($) |
Debt Instrument [Line Items] | |||||||
Document Period End Date | Sep. 30, 2019 | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 596,400,000 | ||||||
Long-term Debt | 685,513,000 | $ 1,103,871,000 | |||||
Payments of debt issuance costs | 0 | $ 14,887,000 | |||||
Accumulated amortization | 0 | 10,250,000 | |||||
Deferred debt issuance costs, less accumulated amortization | 4,300,000 | 5,300,000 | |||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | 0 | 228,000,000 | |||||
FOX Credit Facility | Prime Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.50% | ||||||
FOX Credit Facility | Prime Rate | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.50% | ||||||
Term Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | 298,750,000 | 496,250,000 | |||||
Deferred debt issuance costs, less accumulated amortization | 13,237,000 | 20,379,000 | |||||
2014 Credit Agreement | Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility obtained | $ 100,000,000 | ||||||
2014 Credit Agreement | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility obtained | 25,000,000 | ||||||
2014 Credit Agreement | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Original issue discount | 99.75% | ||||||
Debt Instrument, Quarterly Payment, Amount | $ 1,250,000 | ||||||
2014 Credit Agreement | Term Loan | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | 500,000,000 | ||||||
Line of Credit Facility, Maximum Borrowing Capacity, Additional Amounts Available For Borrowing | 250,000,000 | ||||||
2014 Credit Agreement | Line of Credit | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | 600,000,000 | ||||||
2014 Revolving Credit Facility | Line of Credit | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | 550,000,000 | ||||||
2016 Incremental Term Loan | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility obtained | 250,000,000 | ||||||
2014 Term Loan | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility obtained | $ 325,000,000 | ||||||
Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Letter of credit outstanding | 3,600,000 | ||||||
Senior notes due 2026 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance, aggregate principal amount | $ 400,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||
Interest Rate Swap | |||||||
Debt Instrument [Line Items] | |||||||
Total fair value | 4,883,000 | 2,072,000 | |||||
Interest Rate Swap | Other current liabilities | |||||||
Debt Instrument [Line Items] | |||||||
Total fair value | 2,594,000 | 582,000 | |||||
New Interest Rate Swap | |||||||
Debt Instrument [Line Items] | |||||||
Notional amount | 220,000,000 | ||||||
Interest rate on notional amount | 2.97% | ||||||
Interest rate swap agreement with bank, agreement period | 3 months | ||||||
Carrying Value | Fair Value, Measurements, Recurring | New Interest Rate Swap | |||||||
Debt Instrument [Line Items] | |||||||
Interest Rate Swap | $ 4,883,000 | $ 2,072,000 |
Debt - Issuance Costs (Details)
Debt - Issuance Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||||
Repayments of Debt | $ 193,800 | ||||
Payments of debt issuance costs | $ 0 | $ 14,887 | |||
Deferred debt issuance costs, less accumulated amortization | 4,300 | 4,300 | $ 5,300 | ||
Amortization of debt issuance costs | $ (770) | $ (927) | (2,625) | $ (2,978) | |
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Write-off of previously capitalized debt issuance costs | 3,700 | ||||
Write off of Original Issue Discount | $ 1,400 |
Debt - Summary of Debt Holdings
Debt - Summary of Debt Holdings (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Apr. 18, 2018 | |
Debt Instrument [Line Items] | ||||
Document Period End Date | Sep. 30, 2019 | |||
Senior Notes | $ 400,000 | $ 400,000 | $ 400,000 | |
Total debt | 685,513 | 685,513 | 1,103,871 | |
Less: Unamortized discounts and debt issuance costs | (4,300) | (4,300) | (5,300) | |
Current portion, long-term debt | (5,000) | (5,000) | (5,000) | |
Long term debt | 680,513 | 680,513 | 1,098,871 | |
Long-term Debt, Fair Value | 426,000 | 426,000 | ||
Repayments of Debt | 193,800 | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total debt | 0 | 0 | 228,000 | |
Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Total debt | 298,750 | 298,750 | 496,250 | |
Less: Unamortized discounts and debt issuance costs | (13,237) | (13,237) | (20,379) | |
Current portion, long-term debt | (5,000) | (5,000) | (5,000) | |
Interest Rate Swap | ||||
Debt Instrument [Line Items] | ||||
Total fair value | 4,883 | 4,883 | 2,072 | |
Interest Rate Swap | Other current liabilities | ||||
Debt Instrument [Line Items] | ||||
Total fair value | 2,594 | 2,594 | 582 | |
Interest Rate Swap | Other noncurrent liabilities | ||||
Debt Instrument [Line Items] | ||||
Total fair value | $ 2,289 | $ 2,289 | $ 1,490 | |
2014 Credit Agreement | Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Quarterly Payment, Amount | $ 1,250 | |||
Original issue discount | 99.75% | |||
Senior notes due 2026 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jul. 30, 2019 | Apr. 30, 2019 | Jan. 30, 2019 | Oct. 30, 2018 | Jul. 30, 2018 | Apr. 30, 2018 | Jan. 30, 2018 | Jun. 28, 2017 | Oct. 30, 2019 | Jun. 29, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Apr. 29, 2019 | Jan. 29, 2019 | Dec. 31, 2018 | Oct. 29, 2018 | Sep. 30, 2018 | Apr. 29, 2018 | Mar. 31, 2018 | Jan. 29, 2018 | Dec. 31, 2017 | Jun. 29, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Oct. 24, 2019 | Jul. 25, 2019 | Apr. 25, 2019 | Jan. 25, 2019 | Oct. 25, 2018 | Jul. 26, 2018 | Apr. 26, 2018 | Mar. 13, 2018 | Jan. 25, 2018 |
Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||||||
Income (loss) from continuing operations | $ (29,824) | $ (1,345) | $ (49,313) | $ (13,893) | |||||||||||||||||||||||||||||||
Distribution Expense, Allocation Interests | 43,313 | 0 | 51,296 | 0 | |||||||||||||||||||||||||||||||
Distribution Expense, Preferred Shareholders | 3,781 | 4,773 | 11,344 | 8,398 | |||||||||||||||||||||||||||||||
Accrued Distribution Preferred Shareholders | $ 1,334 | 1,619 | $ 1,334 | 1,619 | |||||||||||||||||||||||||||||||
Trust shares, authorized (shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |||||||||||||||||||||||||||||||
Preferred stock, authorized (shares) | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||||||||||||||||||||||||
Issuance of Trust preferred shares, net of offering costs | 96,504 | 96,504 | |||||||||||||||||||||||||||||||||
Trust shares, voting rights | One vote per share | ||||||||||||||||||||||||||||||||||
Holding Event, anniversary since acquisition | 5 years | ||||||||||||||||||||||||||||||||||
Distribution declared per share | $ 0.36 | $ 0.36 | $ 0.36 | $ 0.36 | $ 0.36 | $ 0.36 | $ 0.36 | ||||||||||||||||||||||||||||
Distributions paid | $ 21,564 | $ 21,564 | $ 21,564 | 21,564 | $ 21,564 | $ 21,564 | $ 64,692 | 64,692 | |||||||||||||||||||||||||||
Distribution To Shareholders | 21,564 | 21,564 | 64,692 | 64,692 | |||||||||||||||||||||||||||||||
Net Income Loss Available To Trust Stock Net of Distributions | $ (78,252) | (7,737) | $ (113,287) | (23,910) | |||||||||||||||||||||||||||||||
Document Period End Date | Sep. 30, 2019 | ||||||||||||||||||||||||||||||||||
Series B | |||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||||||
Preferred stock, authorized (shares) | 4,000,000 | 4,000,000 | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 96,500,000 | ||||||||||||||||||||||||||||||||||
Preferred Stock, Redemption Price Per Share | $ 25 | ||||||||||||||||||||||||||||||||||
Distribution To Shareholders | $ 1,969 | $ 1,969 | $ 1,969 | $ 1,969 | $ 2,960 | ||||||||||||||||||||||||||||||
Series A Preferred Stock | |||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||||||
Preferred Stock, Liquidation Preference Per Share | $ 25 | ||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 100,000 | ||||||||||||||||||||||||||||||||||
Preferred Stock, Redemption Price Per Share | $ 25 | ||||||||||||||||||||||||||||||||||
Preferred Stock, Cash Distributions Paid, Per Share | $ 453.125000 | $ 453.125000 | $ 453.125000 | $ 453.125000 | $ 453.125000 | $ 453.125000 | $ 453.125000 | ||||||||||||||||||||||||||||
Series A | |||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||||||
Preferred stock, authorized (shares) | 4,000,000 | 4,000,000 | |||||||||||||||||||||||||||||||||
Distribution To Shareholders | $ 1,813 | $ 1,813 | $ 3,781 | $ 1,813 | $ 1,813 | $ 1,813 | 4,773 | $ 1,813 | $ 1,813 | $ 11,344 | 8,398 | ||||||||||||||||||||||||
Series B [Member] | |||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||||||
Preferred Stock, Cash Distributions Paid, Per Share | $ 492.1875000 | $ 492.1875000 | $ 492.1875000 | $ 492.1875000 | $ 740 | ||||||||||||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||||||
Distribution declared per share | $ 0.36 | ||||||||||||||||||||||||||||||||||
Subsequent Event | Series B | |||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||||||
Distribution To Shareholders | $ 1,969 | ||||||||||||||||||||||||||||||||||
Subsequent Event | Series A Preferred Stock | |||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||||||
Preferred Stock, Cash Distributions Paid, Per Share | $ 453.125000 | ||||||||||||||||||||||||||||||||||
Subsequent Event | Series A | |||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||||||
Distribution To Shareholders | $ 1,813 | ||||||||||||||||||||||||||||||||||
Subsequent Event | Series B [Member] | |||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||||||
Preferred Stock, Cash Distributions Paid, Per Share | $ 492.1875000 | ||||||||||||||||||||||||||||||||||
Retained Earnings (Accumulated Deficit) | |||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||||||
Distribution Expense, Allocation Interests | (43,313) | (51,296) | |||||||||||||||||||||||||||||||||
Distribution To Shareholders | 21,564 | 21,564 | 64,692 | 64,692 | |||||||||||||||||||||||||||||||
Retained Earnings (Accumulated Deficit) | Series A | |||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||||||
Distribution To Shareholders | 3,781 | $ 4,773 | $ 11,344 | $ 8,398 | |||||||||||||||||||||||||||||||
Trust Common Shares | |||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 96,400,000 | ||||||||||||||||||||||||||||||||||
Discontinued Operations, Disposed of by Sale [Member] | Clean Earth | Manitoba Harvest | |||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||||||
Distributions For Contribution Based Profit Allocation Payments | $ 300 | $ 7,700 | |||||||||||||||||||||||||||||||||
Forecast [Member] | Discontinued Operations, Disposed of by Sale [Member] | Clean Earth | |||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||||||
Distributions For Contribution Based Profit Allocation Payments | $ 43,300 | ||||||||||||||||||||||||||||||||||
Forecast [Member] | Discontinued Operations, Disposed of by Sale [Member] | Manitoba Harvest | |||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||||||||||||||||
Distributions For Contribution Based Profit Allocation Payments | $ 8,600 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net Income Loss Available To Trust Stock Net of Distributions | $ (78,252) | $ (7,737) | $ (113,287) | $ (23,910) |
Less: Effect of contribution based profit - Holding Event | 1,709 | 2,004 | 3,562 | 3,510 |
Loss from continuing operations attributable to common shares of Holdings | (79,961) | (9,741) | (116,849) | (27,420) |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | $ 0 | $ 6,071 | $ 17,167 | $ 14,205 |
Basic and diluted weighted average shares outstanding (shares) | 59,900 | 59,900 | 59,900 | 59,900 |
Continuing operations (usd per share) | $ (1.33) | $ (0.16) | $ (1.95) | $ (0.45) |
Discontinued operations (usd per share) | 0.03 | 0.09 | 5.80 | 0.25 |
Earnings Per Share, Basic and Diluted (usd per share) | $ (1.30) | $ (0.07) | $ 3.85 | $ (0.20) |
Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Less: Effect of contribution based profit - Holding Event | $ 0 | $ 400 | $ 0 | $ 209 |
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 2,039 | 6,071 | 347,370 | 15,370 |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | $ 2,039 | $ 5,671 | $ 347,370 | $ 15,161 |
Noncontrolling Interest - Compa
Noncontrolling Interest - Company's Ownership Percentage of its Majority Owned Operating Segments and Related Noncontrolling Interest (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Noncontrolling Interest [Line Items] | |||||||
Noncontrolling interest | $ 47,445 | $ 45,977 | $ 39,922 | $ 37,901 | $ 34,284 | $ 33,709 | |
Velocity Outdoor Ownership [Member] | % Ownership Primary | |||||||
Noncontrolling Interest [Line Items] | |||||||
% Ownership | [1] | 99.20% | |||||
Noncontrolling Interest, Ownership Percentage by Parent | [1] | 99.20% | |||||
Velocity Outdoor Ownership [Member] | % Ownership Fully Diluted | |||||||
Noncontrolling Interest [Line Items] | |||||||
% Ownership | [1] | 91.00% | |||||
Noncontrolling Interest, Ownership Percentage by Parent | [1] | 93.00% | |||||
5.11 Tactical | % Ownership Primary | |||||||
Noncontrolling Interest [Line Items] | |||||||
% Ownership | [1] | 97.50% | |||||
Noncontrolling Interest, Ownership Percentage by Parent | [1] | 97.50% | |||||
5.11 Tactical | % Ownership Fully Diluted | |||||||
Noncontrolling Interest [Line Items] | |||||||
% Ownership | [1] | 88.70% | |||||
Noncontrolling Interest, Ownership Percentage by Parent | [1] | 88.90% | |||||
Ergobaby | % Ownership Primary | |||||||
Noncontrolling Interest [Line Items] | |||||||
% Ownership | [1] | 81.90% | |||||
Noncontrolling Interest, Ownership Percentage by Parent | [1] | 81.90% | |||||
Ergobaby | % Ownership Fully Diluted | |||||||
Noncontrolling Interest [Line Items] | |||||||
% Ownership | [1] | 76.40% | |||||
Noncontrolling Interest, Ownership Percentage by Parent | [1] | 75.80% | |||||
Liberty | % Ownership Primary | |||||||
Noncontrolling Interest [Line Items] | |||||||
% Ownership | [1] | 91.20% | 88.60% | ||||
Liberty | % Ownership Fully Diluted | |||||||
Noncontrolling Interest [Line Items] | |||||||
% Ownership | [1] | 88.40% | 85.20% | ||||
ACI | % Ownership Primary | |||||||
Noncontrolling Interest [Line Items] | |||||||
% Ownership | [1] | 69.40% | 69.40% | ||||
ACI | % Ownership Fully Diluted | |||||||
Noncontrolling Interest [Line Items] | |||||||
% Ownership | [1] | 65.40% | 69.20% | ||||
Arnold | % Ownership Primary | |||||||
Noncontrolling Interest [Line Items] | |||||||
% Ownership | [1] | 96.70% | 96.70% | ||||
Arnold | % Ownership Fully Diluted | |||||||
Noncontrolling Interest [Line Items] | |||||||
% Ownership | [1] | 80.20% | 79.40% | ||||
Foam Fabricators | % Ownership Primary | |||||||
Noncontrolling Interest [Line Items] | |||||||
% Ownership | [1] | 100.00% | 100.00% | ||||
Foam Fabricators | % Ownership Fully Diluted | |||||||
Noncontrolling Interest [Line Items] | |||||||
% Ownership | [1] | 91.50% | 91.50% | ||||
Sterno | % Ownership Primary | |||||||
Noncontrolling Interest [Line Items] | |||||||
% Ownership | [1] | 100.00% | 100.00% | ||||
Sterno | % Ownership Fully Diluted | |||||||
Noncontrolling Interest [Line Items] | |||||||
% Ownership | [1] | 88.50% | 88.90% | ||||
Sterno | |||||||
Noncontrolling Interest [Line Items] | |||||||
Noncontrolling interest | $ (1,201) | $ (2,067) | |||||
Arnold | |||||||
Noncontrolling Interest [Line Items] | |||||||
Noncontrolling interest | 1,204 | 1,176 | |||||
Velocity Outdoor | |||||||
Noncontrolling Interest [Line Items] | |||||||
Noncontrolling interest | 2,288 | 2,524 | |||||
Liberty | |||||||
Noncontrolling Interest [Line Items] | |||||||
Noncontrolling interest | 2,777 | 3,342 | |||||
Ergobaby | |||||||
Noncontrolling Interest [Line Items] | |||||||
Noncontrolling interest | 26,729 | 25,362 | |||||
5.11 Tactical | |||||||
Noncontrolling Interest [Line Items] | |||||||
Noncontrolling interest | 11,588 | 9,873 | |||||
ACI | |||||||
Noncontrolling Interest [Line Items] | |||||||
Noncontrolling interest | 2,345 | (1,236) | |||||
Allocation Interests [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
Noncontrolling interest | 100 | 100 | |||||
Foam Fabricators | |||||||
Noncontrolling Interest [Line Items] | |||||||
Noncontrolling interest | $ 1,615 | $ 848 | |||||
[1] | 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) September 30, 2019 December 31, 2018 5.11 Tactical $ 11,588 $ 9,873 Ergobaby 26,729 25,362 Liberty 2,777 3,342 Velocity Outdoor 2,288 2,524 ACI 2,345 (1,236 ) Arnold 1,204 1,176 Foam Fabricators 1,615 848 Sterno (1,201 ) (2,067 ) Allocation Interests 100 100 $ 47,445 $ 39,922 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Liabilities Carried at Fair Value Measured on Recurring Basis (Detail) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2018 | Sep. 30, 2019 | Apr. 18, 2018 | Feb. 26, 2018 | Jan. 31, 2018 | |||
Liabilities: | |||||||
Total recorded at fair value | $ (4,547,000) | $ (4,505,000) | $ (178,000) | ||||
Fair Value, Measurements, Recurring | Carrying Value | |||||||
Liabilities: | |||||||
Put option of noncontrolling shareholders | (173,000) | (131,000) | |||||
Contingent consideration | (4,374,000) | (4,374,000) | [1] | ||||
Total recorded at fair value | (6,619,000) | (9,388,000) | |||||
Fair Value, Measurements, Recurring | Level 1 | Fair Value | |||||||
Liabilities: | |||||||
Put option of noncontrolling shareholders | 0 | 0 | |||||
Contingent consideration | [1] | 0 | |||||
Interest rate swap | 0 | 0 | |||||
Total recorded at fair value | 0 | 0 | |||||
Fair Value, Measurements, Recurring | Level 2 | Fair Value | |||||||
Liabilities: | |||||||
Put option of noncontrolling shareholders | 0 | 0 | |||||
Contingent consideration | [1] | 0 | |||||
Interest rate swap | (2,072,000) | (4,883,000) | |||||
Total recorded at fair value | (2,072,000) | (4,883,000) | |||||
Fair Value, Measurements, Recurring | Level 3 | Fair Value | |||||||
Liabilities: | |||||||
Put option of noncontrolling shareholders | (173,000) | (131,000) | |||||
Contingent consideration | (4,374,000) | (4,374,000) | [1] | ||||
Interest rate swap | 0 | 0 | |||||
Total recorded at fair value | (4,547,000) | (4,505,000) | |||||
New Interest Rate Swap | Fair Value, Measurements, Recurring | Carrying Value | |||||||
Liabilities: | |||||||
Interest rate swap | (2,072,000) | $ (4,883,000) | |||||
Rimports | |||||||
Liabilities: | |||||||
Contingent consideration | (4,800,000) | $ (25,000,000) | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | $ (4,800,000) | ||||||
Senior notes due 2026 [Member] | |||||||
Liabilities: | |||||||
Debt issuance, aggregate principal amount | $ 400,000,000 | ||||||
[1] | Represents potential earn-out payable as additional purchase price consideration by Velocity Outdoor in connection with the acquisition of Ravin. |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliations of Change in Carrying Value of Level 3 Fair Value Measurements (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability, Ending balance | $ (4,505) | $ (4,547) |
Rimports | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration - Rimports (1) | (4,800) | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 4,800 | |
Ravin [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | (4,734) | |
Payment of contingent consideration | $ 360 | |
5.11 Tactical | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances | 5 | |
Liberty | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances | $ 42 |
Fair Value Measurement - Assets
Fair Value Measurement - Assets Measured on Nonrecurring Basis (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Senior Notes | $ 400,000 | $ 400,000 | |
Long-term Debt, Fair Value | 426,000 | ||
Asset Impairment Charges | 33,381 | $ 0 | |
Ravin [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ (4,700) | $ (4,300) | |
Velocity Outdoor | Goodwill [Member] | Fair Value, Nonrecurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Asset Impairment Charges | 33,381 | ||
Velocity Outdoor | Goodwill [Member] | Carrying Value | Fair Value, Nonrecurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Goodwill, Fair Value Disclosure | $ 29,579 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Feb. 26, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Document Period End Date | Sep. 30, 2019 | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 596,400 | |||
Long-term Debt | 685,513 | $ 1,103,871 | ||
Term Loan Facility | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Long-term Debt | $ 298,750 | 496,250 | ||
Rimports | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 4,800 | $ 25,000 | ||
Ravin [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | $ 4,300 | $ 4,700 |
Income Taxes - Reconciliation b
Income Taxes - Reconciliation between Federal Statutory Rate and Effective Income Tax Rate (Detail) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Contingency [Line Items] | ||
United States Federal Statutory Rate | (21.00%) | (21.00%) |
State income taxes (net of Federal benefits) | 4.40% | 3.80% |
Foreign income taxes | 7.20% | 46.40% |
Expenses of Compass Group Diversified Holdings, LLC representing a pass through to shareholders | 22.70% | 111.10% |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Percent | 15.70% | 0.00% |
Impact of subsidiary employee stock options | 0.30% | (25.30%) |
Credit utilization | (2.00%) | (10.20%) |
Non-recognition of NOL carryforwards at subsidiaries | 3.90% | 40.50% |
Effect of Tax Act | 4.00% | 51.70% |
Other | (5.50%) | (1.30%) |
Effective income tax rate | 29.70% | 195.70% |
Defined Benefit Plan - Addition
Defined Benefit Plan - Additional Information (Detail) $ in Millions | 3 Months Ended |
Sep. 30, 2019USD ($) | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 0.3 |
Unfunded liability | 5.7 |
Expected contribution to the Foreign Plan | $ 0.5 |
Defined Benefit Plan - Summary
Defined Benefit Plan - Summary of Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Retirement Benefits [Abstract] | ||||
Service cost | $ 127 | $ 135 | $ 383 | $ 403 |
Interest cost | 33 | 24 | 99 | 72 |
Expected return on plan assets | (39) | (39) | (119) | (117) |
Amortization of unrecognized loss | 35 | 49 | 104 | 148 |
Net periodic benefit cost | $ 156 | $ 169 | $ 467 | $ 506 |
Commitments and Contingencies -
Commitments and Contingencies - Components of Operating Leases (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 6.3 | $ 18.6 |
Commitments and Contingencies_2
Commitments and Contingencies - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
2019 | $ 4,775 | |
2020 | 25,140 | |
2021 | 22,111 | |
2022 | 19,891 | |
2023 | 14,023 | |
Thereafter | 46,876 | |
Total undiscounted lease payments | 132,816 | |
Less: Interest | 41,587 | |
Present value of lease liabilities | $ 91,229 | $ 97,400 |
Commitments and Contingencies_3
Commitments and Contingencies - Lease Term and Discount Rate (Details) | Sep. 30, 2019 |
Commitments and Contingencies Disclosure [Abstract] | |
Weighted-average remaining lease term (years) | 6 years 4 months 28 days |
Weighted-average discount rate | 7.83% |
Commitments and Contingencies_4
Commitments and Contingencies - Supplemental Cash Flow Information Related to Leases (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 14,178 |
Operating cash flows from operating leases | $ 18,574 |
Commitments and Contingencies S
Commitments and Contingencies Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
Operating Lease, Right-of-Use Asset | $ 89,159 | $ 90,600 |
Operating Lease, Liability, Current | 18,499 | |
Operating Lease, Liability, Noncurrent | $ 72,730 |
- Narrative (Details)
- Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Feb. 15, 2018 | |
Related Party Transaction [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 596,400 | $ 596,400 | |||
Document Period End Date | Sep. 30, 2019 | ||||
Velocity Outdoor | |||||
Related Party Transaction [Line Items] | |||||
Business Combination, Integration Related Costs | $ 1,500 | ||||
Integration service fees payable | 750 | ||||
Foam | |||||
Related Party Transaction [Line Items] | |||||
Integration service fees payable | 2,300 | $ 2,300 | $ 2,250 | ||
Business Combination, Integration Services Payable In Year One | $ 2,000 | ||||
Business Combination, Integration Services Payable In Year Two | 300 | $ 300 | |||
Sterno | |||||
Related Party Transaction [Line Items] | |||||
Options, exercises in period (shares) | 58,000 | ||||
Stock Repurchased During Period, Shares | 58,000 | ||||
Total consideration | $ 6,000 | ||||
Letter of Credit | Sterno | |||||
Related Party Transaction [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 56,800 | ||||
Sterno | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage intercompany loan agreement | 100.00% | ||||
Related Party Vendor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Ownership Percentage, Related Party Vendors | 40.00% | ||||
Related Party Transaction, Purchases from Related Party | $ 1,100 | $ 3,200 |
Uncategorized Items - a09302019
Label | Element | Value |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations | us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations | $ 36,156,000 |
Disposal Group, Including Discontinued Operation, Cash | us-gaap_DisposalGroupIncludingDiscontinuedOperationCash | 4,200,000 |
Disposal Group, Including Discontinued Operation, Cash | us-gaap_DisposalGroupIncludingDiscontinuedOperationCash | $ 4,600,000 |