Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 29, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Compass Diversified Holdings | |
Entity Central Index Key | 1,345,126 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 54,300,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | ||
Current assets: | ||||
Cash and cash equivalents | $ 72,567 | [1] | $ 85,869 | [2] |
Accounts receivable, net | 127,432 | 114,320 | ||
Inventories | 78,994 | 68,371 | ||
Prepaid expenses and other current assets | 20,610 | 22,803 | ||
Total current assets | 299,603 | 291,363 | ||
Property, plant and equipment, net | 118,085 | 118,050 | ||
Equity method investment (refer to Note F) | 191,439 | 249,747 | ||
Goodwill | 413,735 | 398,488 | ||
Intangible assets, net | 358,373 | 353,404 | ||
Other non-current assets | 11,004 | 9,990 | ||
Total assets | 1,392,239 | 1,421,042 | ||
Current liabilities: | ||||
Accounts payable | 52,651 | 50,403 | ||
Accrued expenses | 43,301 | 47,959 | ||
Due to related party | 250 | 5,863 | ||
Current portion, long-term debt | 3,250 | 3,250 | ||
Other current liabilities | 9,974 | 9,004 | ||
Total current liabilities | 109,426 | 116,479 | ||
Deferred income taxes | 105,608 | 103,745 | ||
Long-term debt | 308,208 | 308,639 | ||
Other non-current liabilities | 27,441 | 18,960 | ||
Total liabilities | 550,683 | 547,823 | ||
Stockholders’ equity | ||||
Trust shares, no par value, 500,000 authorized; 54,300 shares issued and outstanding at March 31, 2016 and December 31, 2015 | 823,736 | 825,321 | ||
Accumulated other comprehensive loss | (5,107) | (9,804) | ||
Accumulated (deficit) earnings | (25,004) | 10,567 | ||
Total stockholders’ equity attributable to Holdings | 793,625 | 826,084 | ||
Noncontrolling interest | 47,931 | 47,135 | ||
Total stockholders’ equity | 841,556 | 873,219 | ||
Total liabilities and stockholders’ equity | $ 1,392,239 | $ 1,421,042 | ||
[1] | Includes cash from discontinued operations of $3.1 million at March 31, 2015. | |||
[2] | Includes cash from discontinued operations of $1.8 million at January 1, 2015. |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 3,646 | $ 3,608 |
Deferred debt issuance costs, accumulated amortization | $ 2,923 | $ 2,362 |
Trust shares, par value | ||
Trust shares, authorized | 500,000,000 | 500,000,000 |
Trust shares, issued | 54,300,000 | 54,300,000 |
Trust shares, outstanding | 54,300,000 | 54,300,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Net sales | $ 169,761 | $ 144,296 |
Sales Revenue, Services, Net | 38,286 | 35,129 |
Revenue, Net | 208,047 | 179,425 |
Cost of sales | 112,235 | 99,032 |
Cost of Services | 29,551 | 27,823 |
Gross profit | 66,261 | 52,570 |
Operating expenses: | ||
Selling, general and administrative expense | 44,473 | 33,026 |
Management fees | 6,458 | 6,733 |
Amortization expense | 7,826 | 7,822 |
Impairment expense | 0 | 8,907 |
Operating income (loss) | 7,504 | (3,918) |
Other income (expense): | ||
Interest expense, net | (11,462) | (9,717) |
Amortization of debt issuance costs | (570) | (545) |
Loss on equity method investment | (10,623) | (13,447) |
Other income, net | 3,420 | 10 |
Loss from continuing operations before income taxes | (11,731) | (27,617) |
Provision for income taxes | 3,296 | 2,393 |
Loss from continuing operations | (15,027) | (30,010) |
Income from discontinued operations, net of income tax | 0 | 4,723 |
Net loss | (15,027) | (25,287) |
Less: Net income (loss) attributable to noncontrolling interest | 996 | (526) |
Less: Income from discontinued operations attributable to noncontrolling interest | 0 | 141 |
Net loss attributable to Holdings | (16,023) | (24,902) |
Amounts attributable to Holdings | ||
Loss from continuing operations | (16,023) | (29,484) |
Income from discontinued operations, net of income tax | $ 0 | $ 4,582 |
Basic and fully diluted income (loss) per share attributable to Holdings (refer to Note L) | ||
Basic and fully diluted income (loss) per share attributable to Holdings, continuing operations | $ 0 | $ 0 |
Basic and fully diluted income (loss) per share attributable to Holdings, discontinued operations | 0 | 0 |
Basic and fully diluted income (loss) per share attributable to Holdings, total | $ 0 | $ 0 |
Weighted average number of shares of trust stock outstanding – basic and fully diluted (in shares) | 54,300 | 54,300 |
Cash distributions declared per share (refer to Note J) (usd per share) | $ 0.36 | $ 0.36 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (15,027) | $ (25,287) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustments | 5,220 | (90) |
Pension benefit liability, net | (523) | (60) |
Other comprehensive income (loss) | 4,697 | (150) |
Total comprehensive income, net of tax | (10,330) | (25,437) |
Net Income (Loss) Attributable to Noncontrolling Interest | 996 | (385) |
Less: Other comprehensive income (loss) attributable to noncontrolling interests | 1,226 | (5) |
Total comprehensive loss attributable to Holdings, net of tax | $ (12,552) | $ (25,047) |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Stockholders' Equity - 3 months ended Mar. 31, 2016 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Accumulated Deficit [Member] | Accum. Other Comprehensive Income (Loss) [Member] | Stockholders' Equity Attributable to Holdings [Member] | Non-Controlling Interest | Liberty | LibertyCommon Stock | LibertyStockholders' Equity Attributable to Holdings [Member] | LibertyNon-Controlling Interest |
Beginning balance at Dec. 31, 2015 | $ 873,219 | $ 825,321 | $ 10,567 | $ (9,804) | $ 826,084 | $ 47,135 | ||||
Beginning balance, shares at Dec. 31, 2015 | 54,300 | |||||||||
Net loss | (15,027) | (16,023) | (16,023) | 996 | ||||||
Other Comprehensive Income (Loss), before Tax | 4,697 | 4,697 | ||||||||
Option activity attributable to noncontrolling shareholders | 1,189 | 1,189 | ||||||||
Effect of subsidiary stock option exercise | 3,755 | $ (578) | (578) | 4,333 | ||||||
Purchase of noncontrolling interest - Liberty (refer to Note N) | $ (1,476) | $ (1,007) | $ (1,007) | $ (469) | ||||||
Distributions to noncontrolling shareholders - Liberty (refer to Note N) | (5,253) | (5,253) | ||||||||
Distributions paid | (19,548) | (19,548) | (19,548) | $ (35,300) | ||||||
Ending balance at Mar. 31, 2016 | $ 841,556 | $ 823,736 | $ (25,004) | $ (5,107) | $ 793,625 | $ 47,931 | ||||
Ending balance, shares at Mar. 31, 2016 | 54,300 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Cash flows from operating activities: | |||
Net loss | $ (15,027) | $ (25,287) | |
Income from discontinued operations | 0 | 4,723 | |
Net loss from continuing operations | (15,027) | (30,010) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation expense | 5,859 | 5,549 | |
Amortization expense | 9,049 | 7,822 | |
Impairment expense | 0 | 8,907 | |
Amortization of debt issuance costs and original issue discount | 738 | 713 | |
Unrealized loss on interest rate swap | 7,228 | 4,314 | |
Noncontrolling stockholder stock based compensation | 1,189 | 795 | |
Loss on equity method investment | 10,623 | 13,447 | |
Deferred taxes | 214 | (1,095) | |
Other | (61) | 390 | |
Changes in operating assets and liabilities, net of acquisition: | |||
Decrease in accounts receivable | 6,307 | 10,159 | |
Increase in inventories | (1,170) | (1,769) | |
Decrease (increase) in prepaid expenses and other current assets | (610) | 418 | |
Decrease in accounts payable and accrued expenses | (18,314) | (21,285) | |
Net cash provided by (used in) operating activities - continuing operations | 6,025 | (1,645) | |
Net cash provided by operating activities - discontinued operations | 0 | 4,932 | |
Cash provided by operating activities | 6,025 | 3,287 | |
Cash flows from investing activities: | |||
Acquisitions, net of cash acquired | (35,553) | 0 | |
Purchases of property and equipment | (4,406) | (3,657) | |
Net proceeds from sale of equity investment | 47,685 | 0 | |
Payment of interest rate swap | (500) | (495) | |
Purchase of noncontrolling interest (refer to Note N) | (1,476) | 0 | |
Other investing activities | 97 | 125 | |
Net cash provided by (used in) investing activities - continuing operations | 5,847 | (4,027) | |
Net cash used in investing activities - discontinued operations | 0 | (1,133) | |
Cash provided by (used in) investing activities | 5,847 | (5,160) | |
Cash flows from financing activities: | |||
Borrowings under credit facility | 0 | 35,500 | |
Repayments under credit facility | (813) | (17,038) | |
Distributions paid | (19,548) | (19,548) | |
Net proceeds provided by noncontrolling shareholders (refer to Note N) | 3,755 | 0 | |
Distributions paid to noncontrolling shareholders (refer to Note N) | (5,253) | 0 | |
Other | (282) | (227) | |
Net cash used in financing activities | (22,141) | (1,313) | |
Foreign currency impact on cash | (3,033) | (67) | |
Net decrease in cash and cash equivalents | (13,302) | (3,253) | |
Cash and cash equivalents — beginning of period (1) | [1] | 85,869 | 23,703 |
Cash and cash equivalents — end of period (2) | [2] | $ 72,567 | 20,450 |
Cash from discontinued operations | $ 3,100 | ||
[1] | Includes cash from discontinued operations of $1.8 million at January 1, 2015. | ||
[2] | Includes cash from discontinued operations of $3.1 million at March 31, 2015. |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Organization and Business Operations Compass Diversified Holdings, a Delaware statutory trust (the "Trust" or "Holdings"), was incorporated in Delaware on November 18, 2005. Compass Group Diversified Holdings, LLC, a Delaware limited liability company (the "Company" or "CODI"), was also formed on November 18, 2005 with equity interests which were subsequently reclassified as the "Allocation Interests". The Trust and the Company were formed to acquire and manage a group of small and middle-market businesses headquartered in North America. In accordance with the amended and restated Trust Agreement, dated as of April 25, 2006 (the "Trust Agreement"), the Trust is sole owner of 100% of the Trust Interests (as defined in the Company’s amended and restated operating agreement, dated as of April 25, 2006 (as amended and restated, the "LLC Agreement")) of the Company and, pursuant to the LLC Agreement, the Company has, outstanding, the identical number of Trust Interests as the number of outstanding shares of the Trust. The Company is the operating entity with a board of directors and other corporate governance responsibilities, similar to that of a Delaware corporation. The Company is a controlling owner of eight businesses, or reportable operating segments, at March 31, 2016 . The segments are as follows: The Ergo Baby Carrier, Inc. ("Ergobaby"), Liberty Safe and Security Products, Inc. ("Liberty Safe" or "Liberty"), Fresh Hemp Foods Ltd. ("Manitoba Harvest"), Compass AC Holdings, Inc. ("ACI" or "Advanced Circuits"), AMT Acquisition Corporation ("Arnold" or "Arnold Magnetics"), Clean Earth Holdings, Inc. ("Clean Earth"), Candle Lamp Company, LLC ("Sterno Products") and Tridien Medical, Inc. ("Tridien"). Refer to Note E for further discussion of the operating segments. The Company also owns a non-controlling interest of approximately 33.1% in Fox Factory Holding Corp. ("FOX") which is accounted for as an equity method investment. Compass Group Management LLC, a Delaware limited liability company ("CGM" or the "Manager"), manages the day to day operations of the Company and oversees the management and operations of our businesses pursuant to a management services agreement ("MSA"). |
Presentation and Principles of
Presentation and Principles of Consolidation | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Presentation and Principles of Consolidation | Presentation and Principles of Consolidation The condensed consolidated financial statements for the three month periods ended March 31, 2016 and March 31, 2015 , are unaudited, and in the opinion of management, contain all adjustments necessary for a fair presentation of the condensed consolidated financial statements. Such adjustments consist solely of normal recurring items. Interim results are not necessarily indicative of results for a full year or any subsequent interim period. The condensed consolidated financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and presented as permitted by Form 10-Q and do not contain certain information included in the annual consolidated financial statements and accompanying notes of the Company. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. Seasonality Earnings of certain of the Company’s operating segments are seasonal in nature. Earnings from Liberty are typically lowest in the second quarter due to lower demand for safes at the onset of summer. Earnings from Clean Earth are typically lower in the winter months due to reduced levels of construction and development activity in the Northeastern United States. Sterno Products typically has higher sales in the second and fourth quarter of each year, reflecting the outdoor summer season and the holiday season. 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 The Company completed the sale of its majority owned subsidiary, CamelBak Products, LLC ("CamelBak") during the third quarter of 2015. In October 2015, the Company sold its majority owned subsidiary, American Furniture Manufacturing, Inc. ("AFM" or "American Furniture") which met the criteria to be classified as a discontinued operation as of September 30, 2015. As a result, the Company reported the results of operations of CamelBak and American Furniture as discontinued operations in the condensed consolidated statements of operations for the three months ended March 31, 2015. Refer to Note D for additional information. Unless otherwise indicated, the disclosures accompanying the condensed consolidated financial statements reflect the Company's continuing operations. Recently Adopted Accounting Pronouncements In November 2015, the Financial Accounting Standards Board ("FASB") issued an accounting standard update to simplify the presentation of deferred taxes by requiring companies to classify all deferred tax assets and liabilities, along with any related valuation allowances, as noncurrent on the balance sheet. Adoption of this standard is required for annual periods beginning after December 15, 2016 and early adoption is permitted. The Company adopted this guidance early, effective as of January 1, 2016, on a prospective basis, which is permitted under the standard. At January 1, 2016, the Company had $6.1 million classified as current deferred tax assets which was reclassified to long-term deferred tax assets, and no amount classified as current deferred tax liabilities. In September 2015, the FASB issued an accounting standard to simplify the accounting for measurement period adjustments in connection with business combinations by requiring that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The standard update is effective for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. The standard update is to be applied prospectively to adjustments of provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued. The adoption of this standard did not have a significant impact on our condensed consolidated financial statements. The amendment was effective for the Company on January 1, 2016. In April 2015, the FASB issued an accounting standard update intended to simplify the presentation of debt issuance costs in the balance sheet. The new guidance requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. In August 2015, the FASB issued additional guidance which addresses the Security and Exchange Commission's ("SEC") comments related to the absence of authoritative guidance within the accounting standard update related to line-of-credit arrangements. The SEC would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance cost ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings under the line of credit arrangement. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Retrospective adoption is required. The Company adopted this guidance on January 1, 2016 and has reclassified debt issuance costs associated with the Company's term debt of $4.4 million and $4.6 million as of March 31, 2016 and December 31, 2015, respectively, from long-term assets to long-term debt. Deferred debt issuance costs incurred in connection with the Company's revolving credit facility of $4.5 million and $4.9 million at March 31, 2016 and December 31, 2015, respectively, continue to be classified as long-term assets. Recently Issued Accounting Pronouncements In February 2016, the FASB issued an accounting standard update related to the accounting for leases which will require 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. For public companies, the new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires modified retrospective adoption, with early adoption permitted. Accordingly, this standard is effective for the Company on January 1, 2019. The Company is currently assessing impact of the new standard on our consolidated financial statements. In July 2015, the FASB issued an accounting standard update intended to simplify the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. The new guidance applies only to inventory that is determined by methods other than last-in-first-out and the retail inventory method. The Company does not believe that the adoption of this new accounting guidance will have a significant impact on its consolidated financial statements. The guidance is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption of the guidance is permitted. In May 2014, the FASB issued a comprehensive new revenue recognition standard. The new standard outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is designed to create greater comparability for financial statement users across industries, jurisdictions and capital markets and also requires enhanced disclosures. On July 9, 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Acquisition of Manitoba Harvest On July 10, 2015, FHF Holdings Ltd., a majority owned subsidiary of the Company, and 1037269 B.C. Ltd., a wholly owned subsidiary of FHF Holdings Ltd. (together, the "Buyer"), closed on the acquisition of all the issued and outstanding capital stock of Fresh Hemp Foods Ltd. ("Manitoba Harvest"). Subsequent to the closing, 1037269 B.C. Ltd. merged with and into Manitoba Harvest. Headquartered in Winnipeg, Manitoba, Manitoba Harvest is a global leader in branded, hemp-based foods. The Company made loans to and purchased an 87% controlling interest in Manitoba Harvest. The purchase price, including proceeds from noncontrolling interest, was approximately $102.7 million ( C$130.3 million ). Manitoba Harvest management and a minority shareholder invested in the transaction along with the Company representing approximately 13% initial noncontrolling interest on a primary basis. The fair value of the noncontrolling interest was determined based on enterprise value of the acquired entity multiplied by the ratio number of shares acquired by the minority shareholders to total shares. The transaction was accounted for as a business combination. CGM acted as an advisor to the Company in the acquisition and will continue to provide integration services during the first year of the Company's ownership of Manitoba Harvest. CGM will receive integration services fees of $1.0 million which is payable quarterly during the twelve month period subsequent to acquisition as services are rendered. The results of operations of Manitoba Harvest have been included in the consolidated results of operations since the date of acquisition. Manitoba Harvest's results of operations are reported as a separate operating segment. The table below provides the recording of assets acquired and liabilities assumed as of the acquisition date. Manitoba Harvest (in thousands) Assets: Cash $ 164 Accounts receivable 3,787 Inventory (1) 8,743 Property, plant and equipment 8,203 Goodwill 37,882 Intangible assets 63,687 Other current and noncurrent assets 986 Total assets $ 123,452 Liabilities and noncontrolling interest: Current liabilities $ 3,267 Deferred tax liabilities 16,593 Other liabilities 23,332 Noncontrolling interest 7,638 Total liabilities and noncontrolling interest $ 50,830 Net assets acquired $ 72,622 Noncontrolling interest 7,638 Intercompany loans to business 23,593 $ 103,853 Acquisition Consideration Purchase price $ 104,437 Working capital adjustment (584 ) Total purchase consideration $ 103,853 Less: Transaction costs 1,145 Purchase price, net $ 102,708 (1) Includes $3.1 million of step-up in the basis of inventory. The Company incurred $1.1 million of transaction costs in conjunction with the acquisition of Manitoba Harvest during 2015 which were included in selling, general and administrative expenses in the consolidated statements of income during the year ended December 31, 2015. The goodwill of $37.9 million , which is not expected to be deductible for tax purposes, reflects the strategic fit of Manitoba Harvest into the Company's branded products businesses. The values assigned to the identified intangible assets were determined by discounting estimated future cash flows associated with these assets to their present value. The intangible assets recorded in connection with the Manitoba Harvest acquisition are as follows (in thousands): Intangible assets Amount Estimated Useful Life Tradename (unamortizable) $ 13,005 N/a Technology and processes 9,616 10 years Customer relationships 41,066 15 years $ 63,687 Unaudited pro forma information The following unaudited pro forma data for the three months ended March 31, 2015 gives effect to the acquisition of Manitoba Harvest, as described above, as if the acquisition had been completed as of January 1, 2015, and the sale of CamelBak and AFM as if the dispositions had been completed on January 1, 2015. The pro forma data gives effect to historical operating results with adjustments to interest expense, amortization and depreciation expense, management fees and related tax effects. The information is provided for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred if the transaction had been consummated on the date indicated, nor is it necessarily indicative of future operating results of the consolidated companies, and should not be construed as representing results for any future period. (in thousands) Three months ended March 31, 2015 Net sales $ 190,055 Operating loss (3,870 ) Net loss (30,643 ) Net loss attributable to Holdings (30,152 ) Basic and fully diluted net loss per share attributable to Holdings $ (0.57 ) Other acquisitions Sterno Products On January 22, 2016, Sterno Products, a wholly owned subsidiary of the company, acquired all of the outstanding stock of Northern International, Inc. (NII), for a total purchase price of approximately $35.8 million (C $50.6 million ), plus a potential earn-out opportunity payable over the next two years up to a maximum amount of $1.8 million (C $2.5 million ), and is subject to working capital adjustments. The contingent consideration was fair valued on a preliminary basis at $1.5 million, based on probability weighted models of the achievement of certain performance based financial targets. Refer to Note K - "Fair Value Measurements." for a description of the valuation technique used to fair value the contingent consideration. Headquartered in Coquitlam, British Columbia, Canada, NII sells flameless candles and outdoor lighting products through the retail segment. Sterno Products financed the acquisition and payment of the related transaction costs through the issuance of an additional $37.0 million in inter-company loans with the Company. In connection with the acquisition, Sterno recorded a preliminary purchase price allocation of $11.6 million of goodwill, which is not expected to be deductible for income tax purposes, $8.8 in intangible assets and $1.2 million in inventory step-up. In addition, the earn-out provision of the purchase price was allocated a fair value of $1.5 million. The remainder of the purchase consideration was allocated to net assets acquired less net liabilities assumed. Sterno Products incurred $0.4 million in acquisition related costs in connection with the NII acquisition. The Company expects to finalize the purchase price allocation for NII during 2016 within the measurement period. Manitoba Harvest On December 15, 2015, the Company's Manitoba Harvest subsidiary completed the acquisition of Hemp Oil Canada, Inc. (HOCI), for a purchase price of $30.8 million (C $42.0 million ). HOCI is a bulk wholesale producer, private label packager and custom processor of hemp food product ingredients, located in Ste. Agathe, Manitoba. Manitoba Harvest incurred $0.4 million (C $0.5 million ) of acquisition related costs for the HOCI acquisition which are recorded in selling, general and administrative expenses in the consolidated results of operation for the year ending December 31, 2015. The purchase price is subject to standard working capital adjustments. In connection with the acquisition of HOCI, certain of the selling shareholders of HOCI invested $6.8 million (C $9.3 million ) in Manitoba Harvest in exchange for approximately 11% noncontrolling interest in Manitoba Harvest. The Company has not completed the preliminary allocation of the purchase price and has recorded the excess of the purchase price over the assets acquired as goodwill at March 31, 2016. The Company expects to finalize the purchase price allocation for HOCI during 2016 within the measurement period. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued operations Sale of CamelBak On August 3, 2015, the Company sold its majority owned subsidiary, CamelBak, based on a total enterprise value of $412.5 million . The CamelBak purchase agreement contains customary representations, warranties, covenants and indemnification provisions, and the transaction is subject to customary working capital adjustments. The Company received approximately $367.8 million in cash related to its debt and equity interests in CamelBak after payments to noncontrolling shareholders and payment of all transaction expenses. The Company recognized a gain of $164.0 million , net of tax, during 2015 as a result of the sale of CamelBak. Sale of AFM On October 5, 2015, the Company sold its majority owned subsidiary, American Furniture, for a sale price of $24.1 million . The Company received approximately $23.5 million in net proceeds related to its debt and equity interests in American Furniture after payment of all transaction expenses. The Company recognized a loss on the sale of American Furniture of $14.3 million during 2015. Summarized operating results of discontinued operations for the three months ended March 31, 2015 are as follows: Three months ended March 31, 2015 (in thousands) CamelBak American Furniture Total discontinued operations Net sales $ 36,922 $ 40,925 $ 77,847 Gross profit 15,232 4,115 19,347 Operating income 4,351 1,676 6,027 Income from continuing operations before income taxes 4,029 1,681 5,710 Provision for income taxes 987 — 987 Income from discontinued operations (1) $ 3,042 $ 1,681 $ 4,723 (1) The results for the three months ended March 31, 2015 exclude $2.2 million of intercompany interest expense. |
Operating Segment Data
Operating Segment Data | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Operating Segment Data | Operating Segment Data At March 31, 2016 , 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: • Ergobaby is a premier designer, marketer and distributor of wearable baby carriers and related baby wearing products, as well as infant travel systems (strollers, car seats and accessories). Ergobaby offers a broad range of wearable baby carriers, infant travel systems and related products that are sold through more than 450 retailers and web shops in the United States and throughout the world. Ergobaby has two main product lines: baby carriers (baby carriers and accessories) and infant travel systems (strollers, car seats and accessories). Ergobaby is headquartered in Los Angeles, California. • Liberty Safe is a designer, manufacturer and marketer of premium home, gun and office safes in North America. From it’s over 314,000 square foot manufacturing facility, Liberty produces a wide range of home and gun safe models in a broad assortment of sizes, features and styles. Liberty is headquartered in Payson, Utah. • Manitoba Harvest is a pioneer and leader in the manufacture and distribution of branded, hemp-based foods. Manitoba Harvest’s products, which include Hemp Hearts™, Hemp Heart Bites™, Hemp Heart Bars™, and Hemp protein powders, are currently carried in over 7,000 retail stores across the U.S. and Canada. Manitoba Harvest is headquartered in Winnipeg, Manitoba. • Advanced Circuits, an electronic components manufacturing company, is a provider of small-run, quick-turn and volume production rigid printed circuit boards. ACI manufactures and delivers custom printed circuit boards to customers primarily in North America. ACI is headquartered in Aurora, Colorado. • Arnold Magnetics is a leading global manufacturer of engineered magnetic solutions for a wide range of specialty applications and end-markets, including energy, medical, aerospace and defense, consumer electronics, general industrial and automotive. Arnold Magnetics produces high performance permanent magnets (PMAG), flexible magnets (FlexMag) and precision foil products (Precision Thin Metals) that are mission critical in motors, generators, sensors and other systems and components. Based on its long-term relationships, Arnold has built a diverse and blue-chip customer base totaling more than 2,000 clients worldwide. Arnold Magnetics is headquartered in Rochester, New York. • Clean Earth provides environmental services for a variety of contaminated materials including soils, dredged material, hazardous waste and drill cuttings. Clean Earth analyzes, treats, documents and recycles waste streams generated in multiple end-markets such as power, construction, oil and gas, infrastructure, industrial and dredging. Clean Earth is headquartered in Hatboro, Pennsylvania and operates 14 facilities in the eastern United States. • Sterno Products is a manufacturer and marketer of portable food warming fuel and creative table lighting solutions for the food service industry. Sterno Products's products include wick and gel chafing fuels, butane stoves and accessories, liquid and traditional wax candles, catering equipment and lamps. Sterno Products is headquartered in Corona, California. • Tridien is a leading designer and manufacturer of powered and non-powered medical therapeutic support surfaces and patient positioning devices serving the acute care, long-term care and home health care markets. Tridien is headquartered in Coral Springs, Florida and its products are sold primarily in North America. The tabular information that follows shows data for each of the operating segments reconciled to amounts reflected in the consolidated financial statements. The results of operations of each of the operating segments are included in consolidated operating results as of their date of acquisition. FOX was an operating segment of the Company until July 10, 2014, when FOX was deconsolidated and became an equity method investment. Segment profit is determined based on internal performance measures used by the Chief Executive Officer to assess the performance of each business. Segment profit excludes certain charges from the acquisitions of the Company’s initial businesses not pushed down to the segments which are reflected in the Corporate and other line item. There were no significant inter-segment transactions. A disaggregation of the Company’s consolidated revenue and other financial data for the three months ended March 31, 2016 and 2015 is presented below (in thousands) : Net sales of operating segments Three months ended 2016 2015 Ergobaby $ 19,415 $ 20,668 Liberty 29,000 25,854 Manitoba Harvest 13,717 — ACI 21,517 21,418 Arnold Magnetics 27,383 31,188 Clean Earth 38,286 35,129 Sterno Products 43,969 28,604 Tridien 14,760 16,564 Total 208,047 179,425 Reconciliation of segment revenues to consolidated revenues: Corporate and other — — Total consolidated revenues $ 208,047 $ 179,425 Profit (loss) of operating segments (1) Three months ended 2016 2015 Ergobaby $ 4,090 $ 5,406 Liberty 4,841 1,404 Manitoba Harvest 363 — ACI 5,832 5,721 Arnold Magnetics 626 1,754 Clean Earth (958 ) (1,554 ) Sterno Products 2,412 1,656 Tridien (577 ) (8,692 ) Total 16,629 5,695 Reconciliation of segment profit to consolidated income (loss) before income taxes: Interest expense, net (11,462 ) (9,717 ) Other income, net 3,420 10 Loss on equity method investment (10,623 ) (13,447 ) Corporate and other (2) (9,695 ) (10,158 ) Total consolidated loss before income taxes $ (11,731 ) $ (27,617 ) (1) Segment profit (loss) represents operating income (loss). (2) Primarily relates to management fees expensed and payable to CGM, and corporate overhead expenses. Accounts Receivable Identifiable Assets Depreciation and Amortization Expense March 31, December 31, March 31, December 31, Three months ended 2016 2015 2016 (1) 2015 (1) 2016 2015 Ergobaby $ 11,130 $ 8,076 $ 59,417 $ 62,436 $ 835 $ 850 Liberty 12,783 12,941 29,255 31,395 656 1,592 Manitoba Harvest 8,262 5,512 88,769 88,541 1,314 — ACI 6,747 5,946 18,421 17,275 841 757 Arnold Magnetics 18,006 15,083 69,013 72,310 2,237 2,194 Clean Earth 33,927 42,291 180,962 185,087 4,955 5,392 Sterno Products 33,922 19,508 142,403 121,910 3,451 1,464 Tridien 6,301 8,571 14,421 15,526 619 619 Allowance for doubtful accounts (3,646 ) (3,608 ) — — — — Total 127,432 114,320 602,661 594,480 14,908 12,868 Reconciliation of segment to consolidated total: Corporate and other identifiable assets — — 56,973 64,007 — 503 Equity method investment — — 191,439 249,747 — — Amortization of debt issuance costs and original issue discount — — — — 738 713 Total $ 127,432 $ 114,320 $ 851,073 $ 908,234 $ 15,646 $ 14,084 (1) Does not include accounts receivable balances per schedule above or goodwill balances - refer to "Note H - Goodwill and Other Intangible Assets". Geographic Information International Revenues Three months ended 2016 2015 Ergobaby $ 10,377 $ 10,956 Manitoba Harvest 6,130 — Arnold Magnetics 10,799 12,369 Sterno Products 5,192 684 $ 32,498 $ 24,009 |
Equity Method Investment
Equity Method Investment | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Equity Method Investment | Equity Method Investment Investment in FOX FOX is a designer, manufacturer and marketer of high-performance ride dynamic products used primarily for bicycles, side-by-side vehicles, on-road vehicles with off-road capabilities, off-road vehicles and trucks, all-terrain vehicles, snowmobiles, specialty vehicles and applications, and motorcycles. FOX’s products offer innovative design, performance, durability and reliability that enhance ride dynamics by improving performance and control. FOX is headquartered in Scotts Valley, California. In July 2014, FOX, a former majority owned subsidiary of the Company that is publicly traded on the NASDAQ Stock Market under the ticker "FOXF," used a registration statement on Form S-1 under the Securities Act filed with the Securities and Exchange Commission for a public offering of its common stock (the "FOX Secondary Offering"). CODI sold 4,466,569 shares of FOX common stock in connection with the FOX Secondary Offering. As a result of the sale of the shares by the Company in the FOX Secondary Offering, the Company’s ownership interest in FOX decreased to approximately 41.2% , which resulted in the deconsolidation of the FOX operating segment in the Company’s consolidated financial statements effective as of the date of the FOX Secondary Offering. On March 15, 2016, the Company sold 2,500,000 of its FOX shares through a secondary offering at a price of $15.895 per share, which represented an underwriter's discount of 8.5% from the FOX share closing price on the date the offering was priced. Concurrently with the offering, FOX purchased 500,000 shares of their shares directly from the Company, also at a price of $15.895 per share. As a result of the sale of shares through the offering and the repurchase of shares by FOX, the Company sold a total of 3,000,000 shares of FOX common stock, with total net proceeds of approximately $47.7 million . Upon completion of the offering and repurchase of shares by FOX, the Company's ownership interest in FOX was reduced from approximately 41.2% to 33.1% . The Company currently owns approximately 12.1 million shares of FOX common stock. The Company has elected to account for its investment in FOX at fair value using the equity method beginning on the date the investment became subject to the equity method of accounting. The Company uses the equity method of accounting when it has the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. For equity method investments which the Company has elected to measure at fair value, unrealized gains and losses are reported in the consolidated statement of operations as gain (loss) from equity method investments. The equity method investment in FOX had a fair value of $191.4 million on March 31, 2016 based on the closing price of FOX shares on that date. The Company recognized a loss of $10.6 million for the three months ended March 31, 2016 due to the change in the fair value of the FOX investment and the effect of the underwriter's discount on the sale of FOX shares. The condensed balance sheet information and results of operations of the Company's FOX investment are summarized below ( in thousands ): Condensed Balance Sheet information March 31, 2016 December 31, 2015 Current assets $ 132,712 $ 131,941 Non-current assets 150,419 146,556 $ 283,131 $ 278,497 Current liabilities $ 71,859 $ 74,017 Non-current liabilities 61,447 52,220 Stockholders' equity 149,825 152,260 $ 283,131 $ 278,497 Condensed Results of Operations Three months ended March 31, 2016 Three months ended March 31, 2015 Net revenue $ 80,217 $ 67,788 Gross profit 25,118 18,783 Operating income 5,694 1,539 Net income $ 3,262 $ 770 |
Property, Plant and Equipment a
Property, Plant and Equipment and Inventory | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment and Inventory | Property, Plant and Equipment and Inventory Property, plant and equipment Property, plant and equipment is comprised of the following at March 31, 2016 and December 31, 2015 (in thousands) : March 31, 2016 December 31, 2015 Machinery and equipment $ 137,866 $ 135,357 Office furniture, computers and software 10,302 9,500 Leasehold improvements 9,419 8,706 Buildings and land 32,767 31,856 190,354 185,419 Less: accumulated depreciation (72,269 ) (67,369 ) Total $ 118,085 $ 118,050 Depreciation expense was $5.9 million for the three months ended March 31, 2016 , and $5.5 million for the three months ended March 31, 2015 . Inventory Inventory is comprised of the following at March 31, 2016 and December 31, 2015 (in thousands) : March 31, 2016 December 31, 2015 Raw materials and supplies $ 30,547 $ 29,809 Work-in-process 10,085 9,035 Finished goods 43,018 33,653 Less: obsolescence reserve (4,656 ) (4,126 ) Total $ 78,994 $ 68,371 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
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 (primarily trade names). Goodwill represents the difference between purchase cost and the fair value of net assets acquired in business acquisitions. Indefinite lived intangible assets are not amortized unless their useful life is determined to be finite. Long-lived intangible assets are subject to amortization using the straight-line method. The Company’s goodwill and indefinite-lived intangibles are tested and reviewed for impairment annually as of March 31st or more frequently if facts and circumstances warrant by comparing the fair value of each reporting unit to its carrying value. Each of the Company’s businesses represents a reporting unit, except Arnold, which comprises three reporting units. Goodwill 2016 Annual goodwill impairment testing The Company uses a qualitative approach to test goodwill for impairment by first assessing qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment testing. The qualitative factors we consider include, in part, the general macroeconomic environment, industry and market specific conditions for each reporting unit, financial performance including actual versus planned results and results of relevant prior periods, operating costs and cost impacts, as well as issues or events specific to the reporting unit. At March 31, 2016, we determined that the Tridien reporting unit required further quantitative testing (step 1) because we could not conclude that the fair value of the reporting unit exceeds its carrying value based on qualitative factors alone. For the reporting units that were tested qualitatively, the results of the qualitative analysis indicated that the fair value of those reporting units exceeded their carrying value. The Company expects to conclude the goodwill impairment testing during the quarter ended June 30, 2016. 2015 Interim goodwill impairment testing In January 2015, one of Tridien's largest customers informed Tridien that they would not renew their purchase agreement when it expired in the fourth quarter of 2015. The expected lost sales and net income from this customer were significant enough to trigger an interim goodwill impairment analysis in the first quarter of 2015, which resulted in an impairment of the carrying amount of Tridien's goodwill of $8.9 million. A summary of the net carrying value of goodwill at March 31, 2016 and December 31, 2015, is as follows (in thousands) : Three months ended March 31, 2016 Year ended Goodwill - gross carrying amount 475,566 460,319 Accumulated impairment losses (61,831 ) (61,831 ) Goodwill - net carrying amount $ 413,735 $ 398,488 The following is a reconciliation of the change in the carrying value of goodwill for the three months ended March 31, 2016 by operating segment (in thousands) : Corporate (1) Ergobaby Liberty Manitoba Harvest ACI Arnold (2) Clean Earth Sterno Tridien Total Balance as of January 1, 2016 $ 8,649 $ 41,664 $ 32,828 $ 52,672 $ 58,019 $ 51,767 $ 111,339 $ 33,716 $ 7,834 $ 398,488 Acquisition of Northern International Inc. (3) — — — — — — — 11,556 — 11,556 Foreign currency translation — — — 3,691 — — — — — 3,691 Balance as of March 31, 2016 $ 8,649 $ 41,664 $ 32,828 $ 56,363 $ 58,019 $ 51,767 $ 111,339 $ 45,272 $ 7,834 $ 413,735 (1) Represents goodwill resulting from purchase accounting adjustments not "pushed down" to the ACI segment. This amount is allocated back to the respective segment for purposes of goodwill impairment testing. (2) Arnold Magnetics has three reporting units PMAG, FlexMag and Precision Thin Metals with goodwill balances of $40.4 million , $4.8 million and $6.5 million , respectively. (3) The goodwill related to the acquisition of NII by Sterno Products in the first quarter of 2016 is based on a preliminary purchase price allocation. Other intangible assets 2016 Annual indefinite lived impairment testing The Company uses a qualitative approach to test indefinite lived intangible assets for impairment by first assessing qualitative factors to determine whether it is more-likely-than-not that the fair value of an indefinite lived intangible asset is impaired as a basis for determining whether it is necessary to perform quantitative impairment testing. The Company evaluated the qualitative factors of each reporting unit that maintains indefinite lived intangible assets in connection with the annual impairment testing for 2016. Results of the qualitative analysis indicate that the carrying value of the Company’s indefinite lived intangible assets did not exceed their fair value. 2015 long-lived asset impairment The Company evaluates long-lived assets for potential impairment whenever events occur or circumstances indicate that the carrying amount of the assets may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. As noted above, Tridien's expected loss of a large customer during the fourth quarter of 2015 triggered an interim goodwill impairment which resulted in Tridien recognizing impairment of both the goodwill and the technology and patent intangible asset. The Company completed the interim impairment testing during the second quarter of 2015 and recognized $0.2 million of impairment expense related to the technology and patent intangible asset during the three months ended June 30, 2015 in the condensed consolidated statements of operations. Other intangible assets are comprised of the following at March 31, 2016 and December 31, 2015 (in thousands) : March 31, 2016 December 31, 2015 Weighted Average Useful Lives Customer relationships $ 232,636 $ 226,722 12 Technology and patents 44,662 41,001 9 Trade names, subject to amortization 27,563 25,130 17 Licensing and non-compete agreements 6,786 6,686 5 Permits and airspace 98,673 98,673 13 Distributor relations and other 606 606 5 410,926 398,818 Accumulated amortization: Customer relationships (78,665 ) (74,519 ) Technology and patents (20,118 ) (19,032 ) Trade names, subject to amortization (5,127 ) (4,697 ) Licensing and non-compete agreements (6,586 ) (6,575 ) Permits and airspace (14,611 ) (12,313 ) Distributor relations and other (606 ) (606 ) Total accumulated amortization (125,713 ) (117,742 ) Trade names, not subject to amortization 73,160 72,328 Total intangibles, net $ 358,373 $ 353,404 Amortization expense related to intangible assets was $7.8 million and $7.8 million for the three months ended March 31, 2016 and 2015, respectively. Estimated charges to amortization expense of intangible assets over the next five years, is as follows (in thousands) : April 1, 2016 through Dec. 31, 2016 $ 22,317 2017 27,874 2018 26,902 2019 25,561 2020 25,315 $ 127,969 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt 2014 Credit Agreement On June 6, 2014, the Company obtained a $725 million credit facility from a group of lenders (the "2014 Credit Facility") led by Bank of America N.A. as Administrative Agent. The 2014 Credit Facility provides for (i) a revolving credit facility of $400 million (as amended from time to time, the "2014 Revolving Credit Facility") and (ii) a $325 million term loan (the "2014 Term Loan Facility"). The 2014 Credit Facility permits the Company to increase the 2014 Revolving Credit Facility commitment and/ or obtain additional term loans in an aggregate of up to $200 million . The 2014 Credit Facility is secured by all of the assets of the Company, including all of its equity interests in, and loans to, its consolidated subsidiaries. The Company amended the 2014 Credit Facility in June 2015, primarily to allow for intercompany loans to, and the acquisition of, Canadian-based companies on an unsecured basis, and to modify provisions that would allow for early termination of a "Leverage Increase Period," thereby providing additional flexibility as to the timing of subsequent acquisitions. 2014 Revolving Credit Facility The 2014 Revolving Credit Facility will become due in June 2019. The Company can borrow, prepay and reborrow principal under the 2014 Revolving Credit Facility from time to time during its term. Advances under the 2014 Revolving Credit Facility can be either LIBOR rate loans or base rate loans. LIBOR rate revolving loans bear interest at a rate per annum equal to the London Interbank Offered Rate (the "LIBOR Rate") plus a margin ranging from 2.00% to 2.75% based on the ratio of consolidated net indebtedness to adjusted consolidated earnings before interest expense, tax expense and depreciation and amortization expenses (the "Consolidated Leverage Ratio"). Base rate revolving loans bear interest at a fluctuating rate per annum equal to the greatest of (i) the prime rate of interest, or (ii) the Federal Funds Rate plus 0.50% (the "Base Rate"), plus a margin ranging from 1.00% to 1.75% based upon the Consolidated Leverage Ratio. 2014 Term Loan Facility The 2014 Term Loan Facility expires in June 2021 and requires quarterly payments of approximately $0.8 million that commenced September 30, 2014, with a final payment of all remaining principal and interest due on June 6, 2021. The 2014 Term Loan Facility was issued at an original issue discount of 99.5% of par value and bears interest at either the applicable LIBOR Rate plus 3.25% per annum, or Base Rate plus 2.25% per annum. The LIBOR Rate applicable to both base rate loans and LIBOR rate loans shall in no event be less than 1.00% at any time. Other The 2014 Credit Facility provides for sub-facilities under the 2014 Revolving Credit Facility pursuant to which an aggregate amount of up to $100.0 million in letters of credit may be issued, as well as swing line loans of up to $25.0 million outstanding at one time. The issuance of such letters of credit and the making of any swing line loan reduces the amount available under the 2014 Revolving Credit Facility. The Company will pay (i) commitment fees on the unused portion of the 2014 Revolving Credit Facility ranging from 0.45% to 0.60% per annum based on its Consolidated Leverage Ratio, (ii) quarterly letter of credit fees, and (iii) administrative and agency fees. Debt Issuance Costs Deferred debt issuance costs represent the costs associated with the entering into the 2014 Credit Facility and are amortized over the term of the related debt instrument. The Company's 2014 Credit Facility is comprised of the 2014 Revolving Credit Facility and the 2014 Term Loan Facility. Since the Company can borrow, repay and reborrow principal under the 2014 Revolving Credit Facility, the debt issuance costs associated with this facility have been classified as other non-current assets in the accompanying consolidated balance sheet. The debt issuance costs associated with the 2014 Term Loan are classified as a reduction of long-term debt in the accompanying consolidated balance sheet. The following table summarizes debt issuance costs at March 31, 2016 and December 31, 2015, and the balance sheet classification in each of the periods presents ( in thousands ): March 31, 2016 December 31, 2015 Deferred debt issuance costs $ 12,973 $ 12,973 Accumulated amortization (4,054 ) (3,508 ) Deferred debt issuance costs, less accumulated amortization $ 8,919 $ 9,466 Balance Sheet classification: Other non-current assets $ 4,529 $ 4,863 Long-term debt 4,390 4,603 $ 8,919 $ 9,466 The following table provides the Company’s debt holdings at March 31, 2016 and December 31, 2015 (in thousands) : March 31, 2016 December 31, 2015 Revolving Credit Facility $ — $ — Term Loan 319,313 320,125 Original issue discount (3,465 ) (3,633 ) Debt issuance costs - term loan (4,390 ) (4,603 ) Total debt $ 311,458 $ 311,889 Less: Current portion, term loan facilities (3,250 ) (3,250 ) Long term debt $ 308,208 $ 308,639 Net availability under the 2014 Revolving Credit Facility was approximately $395.5 million at March 31, 2016 . Letters of credit outstanding at March 31, 2016 totaled approximately $4.5 million . At March 31, 2016 , the Company was in compliance with all covenants as defined in the 2014 Credit Facility. |
Debt Presentation (Notes)
Debt Presentation (Notes) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt 2014 Credit Agreement On June 6, 2014, the Company obtained a $725 million credit facility from a group of lenders (the "2014 Credit Facility") led by Bank of America N.A. as Administrative Agent. The 2014 Credit Facility provides for (i) a revolving credit facility of $400 million (as amended from time to time, the "2014 Revolving Credit Facility") and (ii) a $325 million term loan (the "2014 Term Loan Facility"). The 2014 Credit Facility permits the Company to increase the 2014 Revolving Credit Facility commitment and/ or obtain additional term loans in an aggregate of up to $200 million . The 2014 Credit Facility is secured by all of the assets of the Company, including all of its equity interests in, and loans to, its consolidated subsidiaries. The Company amended the 2014 Credit Facility in June 2015, primarily to allow for intercompany loans to, and the acquisition of, Canadian-based companies on an unsecured basis, and to modify provisions that would allow for early termination of a "Leverage Increase Period," thereby providing additional flexibility as to the timing of subsequent acquisitions. 2014 Revolving Credit Facility The 2014 Revolving Credit Facility will become due in June 2019. The Company can borrow, prepay and reborrow principal under the 2014 Revolving Credit Facility from time to time during its term. Advances under the 2014 Revolving Credit Facility can be either LIBOR rate loans or base rate loans. LIBOR rate revolving loans bear interest at a rate per annum equal to the London Interbank Offered Rate (the "LIBOR Rate") plus a margin ranging from 2.00% to 2.75% based on the ratio of consolidated net indebtedness to adjusted consolidated earnings before interest expense, tax expense and depreciation and amortization expenses (the "Consolidated Leverage Ratio"). Base rate revolving loans bear interest at a fluctuating rate per annum equal to the greatest of (i) the prime rate of interest, or (ii) the Federal Funds Rate plus 0.50% (the "Base Rate"), plus a margin ranging from 1.00% to 1.75% based upon the Consolidated Leverage Ratio. 2014 Term Loan Facility The 2014 Term Loan Facility expires in June 2021 and requires quarterly payments of approximately $0.8 million that commenced September 30, 2014, with a final payment of all remaining principal and interest due on June 6, 2021. The 2014 Term Loan Facility was issued at an original issue discount of 99.5% of par value and bears interest at either the applicable LIBOR Rate plus 3.25% per annum, or Base Rate plus 2.25% per annum. The LIBOR Rate applicable to both base rate loans and LIBOR rate loans shall in no event be less than 1.00% at any time. Other The 2014 Credit Facility provides for sub-facilities under the 2014 Revolving Credit Facility pursuant to which an aggregate amount of up to $100.0 million in letters of credit may be issued, as well as swing line loans of up to $25.0 million outstanding at one time. The issuance of such letters of credit and the making of any swing line loan reduces the amount available under the 2014 Revolving Credit Facility. The Company will pay (i) commitment fees on the unused portion of the 2014 Revolving Credit Facility ranging from 0.45% to 0.60% per annum based on its Consolidated Leverage Ratio, (ii) quarterly letter of credit fees, and (iii) administrative and agency fees. Debt Issuance Costs Deferred debt issuance costs represent the costs associated with the entering into the 2014 Credit Facility and are amortized over the term of the related debt instrument. The Company's 2014 Credit Facility is comprised of the 2014 Revolving Credit Facility and the 2014 Term Loan Facility. Since the Company can borrow, repay and reborrow principal under the 2014 Revolving Credit Facility, the debt issuance costs associated with this facility have been classified as other non-current assets in the accompanying consolidated balance sheet. The debt issuance costs associated with the 2014 Term Loan are classified as a reduction of long-term debt in the accompanying consolidated balance sheet. The following table summarizes debt issuance costs at March 31, 2016 and December 31, 2015, and the balance sheet classification in each of the periods presents ( in thousands ): March 31, 2016 December 31, 2015 Deferred debt issuance costs $ 12,973 $ 12,973 Accumulated amortization (4,054 ) (3,508 ) Deferred debt issuance costs, less accumulated amortization $ 8,919 $ 9,466 Balance Sheet classification: Other non-current assets $ 4,529 $ 4,863 Long-term debt 4,390 4,603 $ 8,919 $ 9,466 The following table provides the Company’s debt holdings at March 31, 2016 and December 31, 2015 (in thousands) : March 31, 2016 December 31, 2015 Revolving Credit Facility $ — $ — Term Loan 319,313 320,125 Original issue discount (3,465 ) (3,633 ) Debt issuance costs - term loan (4,390 ) (4,603 ) Total debt $ 311,458 $ 311,889 Less: Current portion, term loan facilities (3,250 ) (3,250 ) Long term debt $ 308,208 $ 308,639 Net availability under the 2014 Revolving Credit Facility was approximately $395.5 million at March 31, 2016 . Letters of credit outstanding at March 31, 2016 totaled approximately $4.5 million . At March 31, 2016 , the Company was in compliance with all covenants as defined in the 2014 Credit Facility. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities On September 16, 2014, the Company purchased an interest rate swap ("New Swap") with a notional amount of $220 million . The New Swap is effective April 1, 2016 through June 6, 2021, the termination date of the 2014 Term Loan. The agreement requires the Company to pay interest on the notional amount at the rate of 2.97% in exchange for the three -month LIBOR rate. At March 31, 2016 and December 31, 2015, this Swap had a fair value loss of $20.2 million and $13.0 million , respectively, principally reflecting the present value of future payments and receipts under the agreement. On October 31, 2011, the Company purchased a three -year interest rate swap (the "Swap") with a notional amount of $200 million effective January 1, 2014 through March 31, 2016. The agreement requires the Company to pay interest on the notional amount at the rate of 2.49% in exchange for the three -month LIBOR rate, with a floor of 1.5% . At December 31, 2015, the Swap had a fair value loss of $0.5 million . A final payment under the Swap of $0.5 million was made on March 31, 2016 when the Swap contract ended. The Company did not elect hedge accounting for the above derivative transactions and as a result, periodic mark-to-market changes in fair value are reflected as a component of interest expense in the consolidated statement of operations. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The following table provides the assets and liabilities carried at fair value measured on a recurring basis at March 31, 2016 and December 31, 2015 ( in thousands ): Fair Value Measurements at March 31, 2016 Carrying Value Level 1 Level 2 Level 3 Assets: Equity method investment - FOX $ 191,439 $ 191,439 $ — $ — Liabilities: Call option of noncontrolling shareholder (1) (25 ) — — (25 ) Put option of noncontrolling shareholders (2) (50 ) — — (50 ) Contingent consideration - acquisition (3) (1,500 ) — — (1,500 ) Interest rate swap (20,210 ) — (20,210 ) — Total recorded at fair value $ 169,654 $ 191,439 $ (20,210 ) $ (1,575 ) (1) Represents a noncontrolling shareholder’s call option to purchase additional common stock in Tridien. (2) Represents put options issued to noncontrolling shareholders in connection with the Liberty acquisition. (3) Represents potential earn-out payable by Sterno Products for the acquisition of NII. Fair Value Measurements at December 31, 2015 Carrying Value Level 1 Level 2 Level 3 Assets: Equity method investment - FOX $ 249,747 $ 249,747 $ — $ — Liabilities: Call option of noncontrolling shareholder (25 ) — — (25 ) Put option of noncontrolling shareholders (50 ) — — (50 ) Interest rate swaps (13,483 ) — (13,483 ) — Total recorded at fair value $ 236,189 $ 249,747 $ (13,483 ) $ (75 ) Reconciliations of the change in the carrying value of the Level 3 fair value measurements from January 1, 2016 through March 30, 2016 are as follows ( in thousands ): 2016 Balance at January 1st $ (75 ) Contingent consideration - acquisition (1,500 ) Balance at March 31st $ (1,575 ) Valuation Techniques Contingent Consideration: Sterno Products entered into a contingent consideration arrangement associated with the purchase of NII in January 2016. The earnout provision provides for payments up to $1.8 million over a two year period subsequent to acquisition. Earnings before interest, taxes, depreciation and amortization ("EBITDA") is the performance target defined and measured to determine the earnout payment due, if any, after each defined measurement period. The contingent consideration was valued at $1.5 million using probability weighted models. 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, 2015. 2014 Term Loan At March 31, 2016 , the carrying value of the principal under the Company’s outstanding 2014 Term Loan, including the current portion, was $319.3 million , which approximates fair value because it has a variable interest rate that reflects market changes in interest rates and changes in the Company's net leverage ratio. The estimated fair value of the outstanding 2014 Term Loan is based on quoted market prices for similar debt issues and is, therefore, classified as Level 2 in the fair value hierarchy. Nonrecurring Fair Value Measurements The following table provides the assets carried at fair value measured on a non-recurring basis as of December 31, 2015 . There were no assets carried at fair value measurement on a non-recurring basis as of March 31, 2016. Fair Value Measurements at December 31, 2015 Year ended (in thousands) Carrying Level 1 Level 2 Level 3 December 31, 2015 Technology (1) $ 220 $ — $ — $ 220 $ 237 Goodwill (1) $ 7,834 $ — $ — $ 7,834 $ 8,928 (1) Represents the fair value of the respective assets at the Tridien business segment subsequent to the goodwill and long-lived asset impairment charge recognized during 2015. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Trust Shares The Trust is authorized to issue 500,000,000 Trust shares and the Company is authorized to issue a corresponding number of LLC interests. The Company will at all times have the identical number of LLC interests outstanding as Trust shares. Each Trust share represents an undivided beneficial interest in the Trust, and each Trust share is entitled to one vote per share on any matter with respect to which members of the Company are entitled to vote. 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. The sale of FOX shares in March 2016 (refer to "Note F - Equity Method Investment") qualified as a Sale Event under the Company's LLC Agreement. As a result, in April 2016, the Company's board of directors approved and declared a profit allocation payment totaling $8.6 million profit allocation payment that will be paid to Holders during the second quarter of 2016. Earnings per share The Company calculates basic and diluted earnings per share using the two-class method which requires the Company to allocate participating securities that have rights to earnings that otherwise would have been available only to Trust shareholders as a separate class of securities in calculating earnings per share. The Allocation Interests are considered participating securities that contain participating rights to receive profit allocations upon the occurrence of a Holding Event or Sale Event. The calculation of basic and diluted earnings per share for the three months ended March 31, 2016 and 2015 reflects the incremental increase during the period in the profit allocation distribution to Holders related to Holding Events. Basic and diluted earnings per share for the three months ended March 31, 2016 and 2015 attributable to Holdings is calculated as follows: Three months ended March 31, 2016 2015 Loss from continuing operations attributable to Holdings $ (16,023 ) $ (29,484 ) Less: Effect of contribution based profit - Holding Event 850 618 Loss from continuing operation attributable to Trust shares $ (16,873 ) $ (30,102 ) Income from discontinued operations attributable to Holdings $ — $ 4,582 Less: Effect of contribution based profit — 180 Income from discontinued operations attributable to Trust shares $ — $ 4,402 Basic and diluted weighted average shares outstanding 54,300 54,300 Basic and fully diluted income (loss) per share attributable to Holdings Continuing operations $ (0.31 ) $ (0.55 ) Discontinued operations — 0.08 $ (0.31 ) $ (0.47 ) Distributions • On January 28, 2016 , the Company paid a distribution of $0.36 per share to holders of record as of January 21, 2016 . This distribution was declared on January 7, 2016 . • On April 28, 2016 , the Company paid a distribution of $0.36 per share to holders of record as of April 21, 2016 . This distribution was declared on April 7, 2016 . |
Warranties
Warranties | 3 Months Ended |
Mar. 31, 2016 | |
Guarantees [Abstract] | |
Warranties | Warranties The Company’s Ergobaby, Liberty and Tridien operating segments estimate their exposure to warranty claims based on both current and historical product sales data and warranty costs incurred. The Company assesses the adequacy of its recorded warranty liability quarterly and adjusts the amount as necessary. A reconciliation of the change in the carrying value of the Company’s warranty liability for the three months ended March 31, 2016 and the year ended December 31, 2015 is as follows ( in thousands ): Three months ended March 31, 2016 Year ended Warranty liability: Beginning balance $ 2,771 $ 1,984 Accrual 134 1,194 Warranty payments (72 ) (407 ) Ending balance $ 2,833 $ 2,771 |
Noncontrolling Interest
Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2016 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Noncontrolling Interest Noncontrolling interest represents the portion of the Company’s majority-owned subsidiary’s net income (loss) and equity that is owned by noncontrolling shareholders. The following tables reflect the Company’s ownership percentage of its majority owned operating segments and related noncontrolling interest balances as of March 31, 2016 and December 31, 2015: % Ownership (1) March 31, 2016 % Ownership (1) December 31, 2015 Primary Fully Diluted Primary Fully Diluted Ergobaby 81.0 74.2 81.0 74.2 Liberty 88.6 84.7 96.2 84.6 Manitoba Harvest 76.6 65.6 76.6 65.6 ACI 69.4 69.3 69.4 69.3 Arnold Magnetics 96.7 86.9 96.7 87.3 Clean Earth 97.5 86.2 97.5 86.2 Sterno Products 100.0 89.7 100.0 89.7 Tridien 81.3 67.3 81.3 67.3 (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) March 31, 2016 December 31, 2015 Ergobaby 18,353 17,754 Liberty 1,937 2,934 Manitoba Harvest 14,114 14,071 ACI 5,237 4,295 Arnold Magnetics 2,117 2,113 Clean Earth 4,519 4,308 Sterno Products 778 644 Tridien 776 916 Allocation Interests 100 100 $ 47,931 $ 47,135 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income taxes Each fiscal quarter the Company estimates its annual effective tax rate and applies that rate to its interim pre-tax earnings. In this regard, the Company reflects the full year’s estimated tax impact of certain unusual or infrequently occurring items and the effects of changes in tax laws or rates in the interim period in which they occur. The computation of the annual estimated effective tax rate in each interim period requires certain estimates and significant judgment, including the projected operating income for the year, projections of the proportion of income earned and taxed in other jurisdictions, permanent and temporary differences and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, as additional information is obtained or as the tax environment changes. The reconciliation between the Federal Statutory Rate and the effective income tax rate for the three months ended March 31, 2016 and 2015 are as follows: Three months ended March 31, 2016 2015 United States Federal Statutory Rate (35.0 )% (35.0 )% State income taxes (net of Federal benefits) 1.9 0.1 Foreign income taxes 7.6 (0.1 ) Expenses of Compass Group Diversified Holdings, LLC representing a pass through to shareholders (1) 19.9 10.5 Effect of loss on equity method investment (2) 31.7 17.0 Impact of subsidiary employee stock options 1.1 0.1 Domestic production activities deduction (2.2 ) (0.6 ) Effect of impairment expense — 9.7 Non-recognition of NOL carryforwards at subsidiaries 2.4 0.2 Other 0.7 6.7 Effective income tax rate 28.1 % 8.6 % (1) The effective income tax rate for the three months ended March 31, 2016 and 2015 includes a significant loss at the Company's parent, which is taxed as a partnership. (2) The equity method investment in FOX is held at the Company's parent, which is taxed as a partnership, resulting in the gain or loss on the investment as a reconciling item in deriving the effective tax rate. |
Defined Benefit Plan
Defined Benefit Plan | 3 Months Ended |
Mar. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Defined Benefit Plan | Defined Benefit Plan In connection with the acquisition of Arnold, the Company has a defined benefit plan covering substantially all of Arnold’s employees at its Lupfig, Switzerland location. The benefits are based on years of service and the employees’ highest average compensation during the specific period. The unfunded liability of $ 3.8 million is recognized in the consolidated balance sheet as a component of other non-current liabilities at March 31, 2016 . Net periodic benefit cost consists of the following for the three months ended March 31, 2016 and 2015 (in thousands ): Three months ended March 31, 2016 2015 Service cost $ 109 $ 162 Interest cost 34 47 Expected return on plan assets 5 (49 ) Net periodic benefit cost $ 148 $ 160 During the first quarter of 2016, Arnold recognized an increase in the unfunded pension liability primarily as a result of a decrease in the discount rate used to measure the pension benefit obligation. The discount rate decreased from 1.00% at December 31, 2015 to 0.45% at March 31, 2016, resulting in an increase to the pension benefit obligation at March 31, 2016. During the three months ended March 31, 2016, per the terms of the pension agreement, Arnold contributed $0.1 million to the plan. For the remainder of 2016, the expected contribution to the plan will be approximately $0.4 million . The plan assets are pooled with assets of other participating employers and are not separable; therefore the fair values of the pension plan assets at March 31, 2016 were considered Level 3. |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings Tridien Tridien's subsidiary, AMF Support Services, Inc. ("AMF") is subject to a workers' compensation claim in the State of California, being adjudicated by the Riverside County Workers' Compensation Appeals Board. The claim is the result of an industrial accident that occurred on March 2, 2013, and the injuries sustained by a contract employee working at Tridien's Corona, California facility. The employee is seeking workers' compensation benefits from AMF, as the special employer, and the staffing company who employed the worker, as the general employer. The employee has also alleged that the employee's injuries are the result of the employer's "serious and willful misconduct", and has made a claim under California Labor Code § 4553 for damages. If proven, the "serious and willful" penalty is fixed by statute at either $0 or 50% of the value of all workers' compensation benefits paid as a result of the injury and is not insurable. The underlying workers' compensation claims are still being adjudicated. At this stage, it is not feasible to predict the outcome of or a range of loss, should a loss occur, from these proceedings. Accordingly, no amounts in respect of this matter have been provided in the Company's accompanying financial statements. The Company believes it has meritorious defenses to the foregoing allegations and will continue to vigorously defend against the claims. In addition, in July 2015, the California District Attorney's Office for the County of Riverside filed a criminal complaint against Tridien/AMF in Superior Court of California, County of Riverside, alleging violations of the California Labor Code and Penal Code in connection with the above described industrial accident. In March 2016, Tridien/AMF pled no contest to a 6423(a) misdemeanor charge. As required by the sentence imposed by the court, in April 2016, Tridien made payments totaling $750,000 for fines, penalties, and assessments to the Riverside Superior Court and certain other agencies as directed by the court. Concurrently, Tridien made a payment of $49,875 to the California Division of Occupational Safety and Health Bureau of Investigations ("CAL OSHA") pursuant to a Stipulated Settlement Agreement (admitting no fault or liability) entered into by and between Tridien and CAL OSHA to end the appeal of seven OSHA citations issued by CAL OSHA related to the aforementioned accident. Tridien had previously accrued $750,000 for legal fees, costs and potential fines related to foregoing criminal matter. 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. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Events Allocation Interests - Profit Allocation Payments Sale Event The sale of a portion of the Company's FOX shares in March 2016 qualified as a Sale Event under the Company's LLC Agreement. During the second quarter, the Company's Board of Directors declared a distribution to the Holders of the Allocation Interests of $8.6 million in connection with the Sale Event of FOX. The profit allocation payment will be made during the quarter ended June 30, 2016. Acquisition Clean Earth add-on On April 15, 2016, the Company's Clean Earth subsidiary acquired certain assets of Phoenix Soil, LLC ("Phoenix Soil") and WIC, LLC (together with Phoenix Soil, the "Sellers") for a purchase price of $13.3 million . Phoenix Soil is based in Plainville, CT and provides environmental services for nonhazardous contaminated soil materials with a primary focus on soil. Phoenix Soil recently completed its transition to a new 58,000 square foot thermal desorption facility owned by WIC, LLC. The acquisition will increase Clean Earth's soil treatment capabilities and expand its geographic footprint into New England. Clean Earth financed the acquisition and payment of related transaction costs through the issuance of an additional $13.7 million in inter-company loans with the Company. The Company used cash on hand to fund the purchase price of Phoenix Soil. Recapitalization of Advanced Circuits During the second quarter of 2016, the Company completed a recapitalization at Advanced Circuits whereby the Company entered into an amendment to the inter-company loan agreement with Advanced Circuits (the "ACI Loan Agreement"). The ACI loan agreement was amended to provide for additional term loan borrowings of $61.0 million to fund a cash distributions to shareholders totaling $60.1 million . Minority interest shareholders of Advanced Circuits, including certain members of management at Advanced Circuits, received total distribution proceeds of $18.4 million . The Company used cash on hand to fund the distribution to minority shareholders. |
Presentation and Principles o27
Presentation and Principles of Consolidation (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Seasonality | Seasonality Earnings of certain of the Company’s operating segments are seasonal in nature. Earnings from Liberty are typically lowest in the second quarter due to lower demand for safes at the onset of summer. Earnings from Clean Earth are typically lower in the winter months due to reduced levels of construction and development activity in the Northeastern United States. |
Consolidation | Consolidation The condensed consolidated financial statements include the accounts of Holdings and all majority owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. |
Recently Issued and Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In November 2015, the Financial Accounting Standards Board ("FASB") issued an accounting standard update to simplify the presentation of deferred taxes by requiring companies to classify all deferred tax assets and liabilities, along with any related valuation allowances, as noncurrent on the balance sheet. Adoption of this standard is required for annual periods beginning after December 15, 2016 and early adoption is permitted. The Company adopted this guidance early, effective as of January 1, 2016, on a prospective basis, which is permitted under the standard. At January 1, 2016, the Company had $6.1 million classified as current deferred tax assets which was reclassified to long-term deferred tax assets, and no amount classified as current deferred tax liabilities. In September 2015, the FASB issued an accounting standard to simplify the accounting for measurement period adjustments in connection with business combinations by requiring that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The standard update is effective for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. The standard update is to be applied prospectively to adjustments of provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued. The adoption of this standard did not have a significant impact on our condensed consolidated financial statements. The amendment was effective for the Company on January 1, 2016. In April 2015, the FASB issued an accounting standard update intended to simplify the presentation of debt issuance costs in the balance sheet. The new guidance requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. In August 2015, the FASB issued additional guidance which addresses the Security and Exchange Commission's ("SEC") comments related to the absence of authoritative guidance within the accounting standard update related to line-of-credit arrangements. The SEC would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance cost ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings under the line of credit arrangement. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Retrospective adoption is required. The Company adopted this guidance on January 1, 2016 and has reclassified debt issuance costs associated with the Company's term debt of $4.4 million and $4.6 million as of March 31, 2016 and December 31, 2015, respectively, from long-term assets to long-term debt. Deferred debt issuance costs incurred in connection with the Company's revolving credit facility of $4.5 million and $4.9 million at March 31, 2016 and December 31, 2015, respectively, continue to be classified as long-term assets. Recently Issued Accounting Pronouncements In February 2016, the FASB issued an accounting standard update related to the accounting for leases which will require 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. For public companies, the new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires modified retrospective adoption, with early adoption permitted. Accordingly, this standard is effective for the Company on January 1, 2019. The Company is currently assessing impact of the new standard on our consolidated financial statements. In July 2015, the FASB issued an accounting standard update intended to simplify the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. The new guidance applies only to inventory that is determined by methods other than last-in-first-out and the retail inventory method. The Company does not believe that the adoption of this new accounting guidance will have a significant impact on its consolidated financial statements. The guidance is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption of the guidance is permitted. In May 2014, the FASB issued a comprehensive new revenue recognition standard. The new standard outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is designed to create greater comparability for financial statement users across industries, jurisdictions and capital markets and also requires enhanced disclosures. On July 9, 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. |
Acquisition (Tables)
Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Acquisition [Line Items] | |
Pro Forma Information | The following unaudited pro forma data for the three months ended March 31, 2015 gives effect to the acquisition of Manitoba Harvest, as described above, as if the acquisition had been completed as of January 1, 2015, and the sale of CamelBak and AFM as if the dispositions had been completed on January 1, 2015. The pro forma data gives effect to historical operating results with adjustments to interest expense, amortization and depreciation expense, management fees and related tax effects. The information is provided for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred if the transaction had been consummated on the date indicated, nor is it necessarily indicative of future operating results of the consolidated companies, and should not be construed as representing results for any future period. (in thousands) Three months ended March 31, 2015 Net sales $ 190,055 Operating loss (3,870 ) Net loss (30,643 ) Net loss attributable to Holdings (30,152 ) Basic and fully diluted net loss per share attributable to Holdings $ (0.57 ) |
Manitoba Harvest | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The table below provides the recording of assets acquired and liabilities assumed as of the acquisition date. Manitoba Harvest (in thousands) Assets: Cash $ 164 Accounts receivable 3,787 Inventory (1) 8,743 Property, plant and equipment 8,203 Goodwill 37,882 Intangible assets 63,687 Other current and noncurrent assets 986 Total assets $ 123,452 Liabilities and noncontrolling interest: Current liabilities $ 3,267 Deferred tax liabilities 16,593 Other liabilities 23,332 Noncontrolling interest 7,638 Total liabilities and noncontrolling interest $ 50,830 Net assets acquired $ 72,622 Noncontrolling interest 7,638 Intercompany loans to business 23,593 $ 103,853 Acquisition Consideration Purchase price $ 104,437 Working capital adjustment (584 ) Total purchase consideration $ 103,853 Less: Transaction costs 1,145 Purchase price, net $ 102,708 (1) Includes $3.1 million of step-up in the basis of inventory. |
Schedule of Intangible Assets Recorded as Part of Acquisition | The intangible assets recorded in connection with the Manitoba Harvest acquisition are as follows (in thousands): Intangible assets Amount Estimated Useful Life Tradename (unamortizable) $ 13,005 N/a Technology and processes 9,616 10 years Customer relationships 41,066 15 years $ 63,687 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
CamelBak [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Groups, Including Discontinued Operations | Summarized operating results of discontinued operations for the three months ended March 31, 2015 are as follows: Three months ended March 31, 2015 (in thousands) CamelBak American Furniture Total discontinued operations Net sales $ 36,922 $ 40,925 $ 77,847 Gross profit 15,232 4,115 19,347 Operating income 4,351 1,676 6,027 Income from continuing operations before income taxes 4,029 1,681 5,710 Provision for income taxes 987 — 987 Income from discontinued operations (1) $ 3,042 $ 1,681 $ 4,723 (1) The results for the three months ended March 31, 2015 exclude $2.2 million of intercompany interest expense. |
Operating Segment Data (Tables)
Operating Segment Data (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Summary of Net Sales of Operating Segments | A disaggregation of the Company’s consolidated revenue and other financial data for the three months ended March 31, 2016 and 2015 is presented below (in thousands) : Net sales of operating segments Three months ended 2016 2015 Ergobaby $ 19,415 $ 20,668 Liberty 29,000 25,854 Manitoba Harvest 13,717 — ACI 21,517 21,418 Arnold Magnetics 27,383 31,188 Clean Earth 38,286 35,129 Sterno Products 43,969 28,604 Tridien 14,760 16,564 Total 208,047 179,425 Reconciliation of segment revenues to consolidated revenues: Corporate and other — — Total consolidated revenues $ 208,047 $ 179,425 |
Summary of Profit (Loss) of Operating Segments | Profit (loss) of operating segments (1) Three months ended 2016 2015 Ergobaby $ 4,090 $ 5,406 Liberty 4,841 1,404 Manitoba Harvest 363 — ACI 5,832 5,721 Arnold Magnetics 626 1,754 Clean Earth (958 ) (1,554 ) Sterno Products 2,412 1,656 Tridien (577 ) (8,692 ) Total 16,629 5,695 Reconciliation of segment profit to consolidated income (loss) before income taxes: Interest expense, net (11,462 ) (9,717 ) Other income, net 3,420 10 Loss on equity method investment (10,623 ) (13,447 ) Corporate and other (2) (9,695 ) (10,158 ) Total consolidated loss before income taxes $ (11,731 ) $ (27,617 ) (1) Segment profit (loss) represents operating income (loss). (2) Primarily relates to management fees expensed and payable to CGM, and corporate overhead expenses |
Summary of Goodwill and Identifiable Assets of Operating Segments | Accounts Receivable Identifiable Assets Depreciation and Amortization Expense March 31, December 31, March 31, December 31, Three months ended 2016 2015 2016 (1) 2015 (1) 2016 2015 Ergobaby $ 11,130 $ 8,076 $ 59,417 $ 62,436 $ 835 $ 850 Liberty 12,783 12,941 29,255 31,395 656 1,592 Manitoba Harvest 8,262 5,512 88,769 88,541 1,314 — ACI 6,747 5,946 18,421 17,275 841 757 Arnold Magnetics 18,006 15,083 69,013 72,310 2,237 2,194 Clean Earth 33,927 42,291 180,962 185,087 4,955 5,392 Sterno Products 33,922 19,508 142,403 121,910 3,451 1,464 Tridien 6,301 8,571 14,421 15,526 619 619 Allowance for doubtful accounts (3,646 ) (3,608 ) — — — — Total 127,432 114,320 602,661 594,480 14,908 12,868 Reconciliation of segment to consolidated total: Corporate and other identifiable assets — — 56,973 64,007 — 503 Equity method investment — — 191,439 249,747 — — Amortization of debt issuance costs and original issue discount — — — — 738 713 Total $ 127,432 $ 114,320 $ 851,073 $ 908,234 $ 15,646 $ 14,084 (1) Does not include accounts receivable balances per schedule above or goodwill balances - refer to "Note H - Goodwill and Other Intangible Assets". Geographic Information International Revenues Three months ended 2016 2015 Ergobaby $ 10,377 $ 10,956 Manitoba Harvest 6,130 — Arnold Magnetics 10,799 12,369 Sterno Products 5,192 684 $ 32,498 $ 24,009 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Equity Method Investments | The condensed balance sheet information and results of operations of the Company's FOX investment are summarized below ( in thousands ): Condensed Balance Sheet information March 31, 2016 December 31, 2015 Current assets $ 132,712 $ 131,941 Non-current assets 150,419 146,556 $ 283,131 $ 278,497 Current liabilities $ 71,859 $ 74,017 Non-current liabilities 61,447 52,220 Stockholders' equity 149,825 152,260 $ 283,131 $ 278,497 Condensed Results of Operations Three months ended March 31, 2016 Three months ended March 31, 2015 Net revenue $ 80,217 $ 67,788 Gross profit 25,118 18,783 Operating income 5,694 1,539 Net income $ 3,262 $ 770 |
Property, Plant and Equipment32
Property, Plant and Equipment and Inventory (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment is comprised of the following at March 31, 2016 and December 31, 2015 (in thousands) : March 31, 2016 December 31, 2015 Machinery and equipment $ 137,866 $ 135,357 Office furniture, computers and software 10,302 9,500 Leasehold improvements 9,419 8,706 Buildings and land 32,767 31,856 190,354 185,419 Less: accumulated depreciation (72,269 ) (67,369 ) Total $ 118,085 $ 118,050 |
Summary of Inventory | Inventory is comprised of the following at March 31, 2016 and December 31, 2015 (in thousands) : March 31, 2016 December 31, 2015 Raw materials and supplies $ 30,547 $ 29,809 Work-in-process 10,085 9,035 Finished goods 43,018 33,653 Less: obsolescence reserve (4,656 ) (4,126 ) Total $ 78,994 $ 68,371 |
Goodwill and Other Intangible33
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 and December 31, 2015, is as follows (in thousands) : Three months ended March 31, 2016 Year ended Goodwill - gross carrying amount 475,566 460,319 Accumulated impairment losses (61,831 ) (61,831 ) Goodwill - net carrying amount $ 413,735 $ 398,488 The following is a reconciliation of the change in the carrying value of goodwill for the three months ended March 31, 2016 by operating segment (in thousands) : |
Summary of Other Intangible Assets | Other intangible assets are comprised of the following at March 31, 2016 and December 31, 2015 (in thousands) : March 31, 2016 December 31, 2015 Weighted Average Useful Lives Customer relationships $ 232,636 $ 226,722 12 Technology and patents 44,662 41,001 9 Trade names, subject to amortization 27,563 25,130 17 Licensing and non-compete agreements 6,786 6,686 5 Permits and airspace 98,673 98,673 13 Distributor relations and other 606 606 5 410,926 398,818 Accumulated amortization: Customer relationships (78,665 ) (74,519 ) Technology and patents (20,118 ) (19,032 ) Trade names, subject to amortization (5,127 ) (4,697 ) Licensing and non-compete agreements (6,586 ) (6,575 ) Permits and airspace (14,611 ) (12,313 ) Distributor relations and other (606 ) (606 ) Total accumulated amortization (125,713 ) (117,742 ) Trade names, not subject to amortization 73,160 72,328 Total intangibles, net $ 358,373 $ 353,404 |
Summary of Estimated Charges to Amortization Expense of Intangible Assets | Estimated charges to amortization expense of intangible assets over the next five years, is as follows (in thousands) : April 1, 2016 through Dec. 31, 2016 $ 22,317 2017 27,874 2018 26,902 2019 25,561 2020 25,315 $ 127,969 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule Debt Issuance Costs | The following table summarizes debt issuance costs at March 31, 2016 and December 31, 2015, and the balance sheet classification in each of the periods presents ( in thousands ): March 31, 2016 December 31, 2015 Deferred debt issuance costs $ 12,973 $ 12,973 Accumulated amortization (4,054 ) (3,508 ) Deferred debt issuance costs, less accumulated amortization $ 8,919 $ 9,466 Balance Sheet classification: Other non-current assets $ 4,529 $ 4,863 Long-term debt 4,390 4,603 $ 8,919 $ 9,466 |
Summary of Debt Holdings | he following table provides the Company’s debt holdings at March 31, 2016 and December 31, 2015 (in thousands) : March 31, 2016 December 31, 2015 Revolving Credit Facility $ — $ — Term Loan 319,313 320,125 Original issue discount (3,465 ) (3,633 ) Debt issuance costs - term loan (4,390 ) (4,603 ) Total debt $ 311,458 $ 311,889 Less: Current portion, term loan facilities (3,250 ) (3,250 ) Long term debt $ 308,208 $ 308,639 Net availability under the 2014 Revolving Credit Facility was approximately $395.5 million at March 31, 2016 . Letters of credit outstanding at March 31, 2016 totaled approximately $4.5 million . At March 31, 2016 , the Company was in compliance with all covenants as defined in the 2014 Credit Facility. |
Derivative Instruments and He35
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position | The following table reflects the classification of the Company's interest rate swaps on the consolidated Balance Sheets at March 31, 2016 and December 31, 2015 ( in thousands ): March 31, 2016 December 31, 2015 Other current liabilities $ 4,967 $ 3,914 Other noncurrent liabilities 15,243 9,569 Total fair value $ 20,210 $ 13,483 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Carried at Fair Value Measured on Recurring Basis | The following table provides the assets and liabilities carried at fair value measured on a recurring basis at March 31, 2016 and December 31, 2015 ( in thousands ): Fair Value Measurements at March 31, 2016 Carrying Value Level 1 Level 2 Level 3 Assets: Equity method investment - FOX $ 191,439 $ 191,439 $ — $ — Liabilities: Call option of noncontrolling shareholder (1) (25 ) — — (25 ) Put option of noncontrolling shareholders (2) (50 ) — — (50 ) Contingent consideration - acquisition (3) (1,500 ) — — (1,500 ) Interest rate swap (20,210 ) — (20,210 ) — Total recorded at fair value $ 169,654 $ 191,439 $ (20,210 ) $ (1,575 ) (1) Represents a noncontrolling shareholder’s call option to purchase additional common stock in Tridien. (2) Represents put options issued to noncontrolling shareholders in connection with the Liberty acquisition. (3) Represents potential earn-out payable by Sterno Products for the acquisition of NII. Fair Value Measurements at December 31, 2015 Carrying Value Level 1 Level 2 Level 3 Assets: Equity method investment - FOX $ 249,747 $ 249,747 $ — $ — Liabilities: Call option of noncontrolling shareholder (25 ) — — (25 ) Put option of noncontrolling shareholders (50 ) — — (50 ) Interest rate swaps (13,483 ) — (13,483 ) — Total recorded at fair value $ 236,189 $ 249,747 $ (13,483 ) $ (75 ) |
Reconciliations of Change in Carrying Value of Level 3 Fair Value Measurements | Reconciliations of the change in the carrying value of the Level 3 fair value measurements from January 1, 2016 through March 30, 2016 are as follows ( in thousands ): 2016 Balance at January 1st $ (75 ) Contingent consideration - acquisition (1,500 ) Balance at March 31st $ (1,575 ) |
Fair Value Measurements, Nonrecurring | The following table provides the assets carried at fair value measured on a non-recurring basis as of December 31, 2015 . There were no assets carried at fair value measurement on a non-recurring basis as of March 31, 2016. Fair Value Measurements at December 31, 2015 Year ended (in thousands) Carrying Level 1 Level 2 Level 3 December 31, 2015 Technology (1) $ 220 $ — $ — $ 220 $ 237 Goodwill (1) $ 7,834 $ — $ — $ 7,834 $ 8,928 (1) Represents the fair value of the respective assets at the Tridien business segment subsequent to the goodwill and long-lived asset impairment charge recognized during 2015. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Summary of Basic and Diluted Earnings Per Share | Basic and diluted earnings per share for the three months ended March 31, 2016 and 2015 attributable to Holdings is calculated as follows: Three months ended March 31, 2016 2015 Loss from continuing operations attributable to Holdings $ (16,023 ) $ (29,484 ) Less: Effect of contribution based profit - Holding Event 850 618 Loss from continuing operation attributable to Trust shares $ (16,873 ) $ (30,102 ) Income from discontinued operations attributable to Holdings $ — $ 4,582 Less: Effect of contribution based profit — 180 Income from discontinued operations attributable to Trust shares $ — $ 4,402 Basic and diluted weighted average shares outstanding 54,300 54,300 Basic and fully diluted income (loss) per share attributable to Holdings Continuing operations $ (0.31 ) $ (0.55 ) Discontinued operations — 0.08 $ (0.31 ) $ (0.47 ) |
Warranties (Tables)
Warranties (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Guarantees [Abstract] | |
Change in Carrying Value of Company's Warranty Liability | A reconciliation of the change in the carrying value of the Company’s warranty liability for the three months ended March 31, 2016 and the year ended December 31, 2015 is as follows ( in thousands ): Three months ended March 31, 2016 Year ended Warranty liability: Beginning balance $ 2,771 $ 1,984 Accrual 134 1,194 Warranty payments (72 ) (407 ) Ending balance $ 2,833 $ 2,771 |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Noncontrolling Interest [Abstract] | |
Company's Ownership Percentage of its Majority Owned Operating Segments and Related Noncontrolling Interest | The following tables reflect the Company’s ownership percentage of its majority owned operating segments and related noncontrolling interest balances as of March 31, 2016 and December 31, 2015: % Ownership (1) March 31, 2016 % Ownership (1) December 31, 2015 Primary Fully Diluted Primary Fully Diluted Ergobaby 81.0 74.2 81.0 74.2 Liberty 88.6 84.7 96.2 84.6 Manitoba Harvest 76.6 65.6 76.6 65.6 ACI 69.4 69.3 69.4 69.3 Arnold Magnetics 96.7 86.9 96.7 87.3 Clean Earth 97.5 86.2 97.5 86.2 Sterno Products 100.0 89.7 100.0 89.7 Tridien 81.3 67.3 81.3 67.3 (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) March 31, 2016 December 31, 2015 Ergobaby 18,353 17,754 Liberty 1,937 2,934 Manitoba Harvest 14,114 14,071 ACI 5,237 4,295 Arnold Magnetics 2,117 2,113 Clean Earth 4,519 4,308 Sterno Products 778 644 Tridien 776 916 Allocation Interests 100 100 $ 47,931 $ 47,135 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Reconciliation Between Federal Statutory Rate and Effective Income Tax Rate | The reconciliation between the Federal Statutory Rate and the effective income tax rate for the three months ended March 31, 2016 and 2015 are as follows: Three months ended March 31, 2016 2015 United States Federal Statutory Rate (35.0 )% (35.0 )% State income taxes (net of Federal benefits) 1.9 0.1 Foreign income taxes 7.6 (0.1 ) Expenses of Compass Group Diversified Holdings, LLC representing a pass through to shareholders (1) 19.9 10.5 Effect of loss on equity method investment (2) 31.7 17.0 Impact of subsidiary employee stock options 1.1 0.1 Domestic production activities deduction (2.2 ) (0.6 ) Effect of impairment expense — 9.7 Non-recognition of NOL carryforwards at subsidiaries 2.4 0.2 Other 0.7 6.7 Effective income tax rate 28.1 % 8.6 % |
Defined Benefit Plan (Tables)
Defined Benefit Plan (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Summary of Net Periodic Benefit Cost | Net periodic benefit cost consists of the following for the three months ended March 31, 2016 and 2015 (in thousands ): Three months ended March 31, 2016 2015 Service cost $ 109 $ 162 Interest cost 34 47 Expected return on plan assets 5 (49 ) Net periodic benefit cost $ 148 $ 160 |
Organization and Business Ope42
Organization and Business Operations - Additional Information (Detail) - Segment | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Sole owner of Trust interest of the company | 100.00% | |
Number of businesses/operating segments owned | 8 | |
FOX | ||
Schedule of Equity Method Investments [Line Items] | ||
Non-controlling interest | 33.10% | 41.20% |
Presentation and Principles o43
Presentation and Principles of Consolidation - Deconsolidation of Fox (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Class of Stock [Line Items] | ||
Less: Net income (loss) attributable to noncontrolling interest | $ 996 | $ (526) |
Presentation and Principles o44
Presentation and Principles of Consolidation - Recent Accounting Pronouncements (Details) - Adjustments for New Accounting Pronouncement - USD ($) $ in Millions | Mar. 31, 2016 | Jan. 01, 2016 | Dec. 31, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Reclassification to current deferred tax asset | $ 6.1 | ||
Reclassification from noncurrent deferred tax asset | $ 6.1 | ||
Term Loan Facility | Long-term Assets | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Reclassification of debt issuance costs, asset (liability) | $ 4.4 | $ 4.6 | |
Term Loan Facility | Long-term Liabilities | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Reclassification of debt issuance costs, asset (liability) | (4.4) | (4.6) | |
Revolving Credit Facility | Long-term Assets | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Reclassification of debt issuance costs, asset (liability) | 4.5 | 4.9 | |
Revolving Credit Facility | Long-term Liabilities | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Reclassification of debt issuance costs, asset (liability) | $ (4.5) | $ (4.9) |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) $ in Thousands, CAD in Millions | Jan. 22, 2016CAD | Jan. 22, 2016USD ($) | Dec. 15, 2015CAD | Dec. 15, 2015USD ($) | Jul. 10, 2015CAD | Jul. 10, 2015USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015CAD | Dec. 31, 2015USD ($) | Jan. 01, 2016USD ($) |
Business Acquisition [Line Items] | |||||||||||
Purchase price, net | $ 102,700 | ||||||||||
Goodwill | $ 413,735 | $ 398,488 | $ 398,488 | ||||||||
Purchase price | 35,553 | $ 0 | |||||||||
Manitoba Harvest | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Equity interest acquired (as a percentage) | 87.00% | ||||||||||
Purchase price, net | $ 102,708 | ||||||||||
Integration service fees payable | 1,000 | ||||||||||
Goodwill | 37,882 | ||||||||||
Intercompany loans to business and debt assumed | 23,593 | ||||||||||
Inventory basis step-up | 3,100 | ||||||||||
Acquisition related costs | 1,145 | ||||||||||
Working capital adjustment | (584) | ||||||||||
Cash consideration paid related to working capital adjustments | 104,437 | ||||||||||
Purchase price | CAD 130.3 | $ 103,853 | |||||||||
Noncontrolling interest, ownership percentage | 13.00% | ||||||||||
Intangible assets | $ 63,687 | ||||||||||
Inventory | $ 8,743 | ||||||||||
Hemp Oil Canada, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition related costs | CAD 0.5 | $ 400 | |||||||||
Cash consideration paid related to working capital adjustments | CAD 42 | $ 30,800 | |||||||||
Noncontrolling interest, ownership percentage | 11.00% | ||||||||||
Sterno Products | Northern International, Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Goodwill | $ 11,600 | ||||||||||
Total consideration | CAD 50.6 | 35,800 | |||||||||
Intercompany loans | 37,000 | ||||||||||
Intangible assets | 8,800 | ||||||||||
Inventory | $ 1,200 | ||||||||||
Manitoba Harvest | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Goodwill | 56,363 | 52,672 | |||||||||
Clean Earth | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Goodwill | $ 111,339 | $ 111,339 | |||||||||
Non-Controlling Interest | Manitoba Harvest | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Noncontrolling interest, increase from business combination | CAD 9.3 | $ 6,800 | |||||||||
Earn-Out [Member] | Sterno Products | Northern International, Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Contingent Consideration, Potential Earn-Out Payable, Period | 2 years | 2 years | |||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | CAD 2.5 | $ 1,800 |
Acquisition - Schedule of Asset
Acquisition - Schedule of Assets Acquired and Liabilities Assumed as of the Acquisition Date (Detail) $ in Thousands, CAD in Millions | Jul. 10, 2015CAD | Jul. 10, 2015USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Jan. 22, 2016USD ($) | Jan. 01, 2016USD ($) | Dec. 31, 2015USD ($) |
Assets: | |||||||
Goodwill | $ 413,735 | $ 398,488 | $ 398,488 | ||||
Acquisition Consideration | |||||||
Purchase price | $ 35,553 | $ 0 | |||||
Purchase price, net | $ 102,700 | ||||||
Manitoba Harvest | |||||||
Assets: | |||||||
Cash | 164 | ||||||
Accounts receivable, net | 3,787 | ||||||
Inventory | 8,743 | ||||||
Property, plant and equipment | 8,203 | ||||||
Intangible assets | 63,687 | ||||||
Goodwill | 37,882 | ||||||
Other current and noncurrent assets | 986 | ||||||
Total assets | 123,452 | ||||||
Liabilities and noncontrolling interest: | |||||||
Current liabilities | 3,267 | ||||||
Other liabilities | 23,332 | ||||||
Deferred tax liabilities | 16,593 | ||||||
Noncontrolling interest | 7,638 | ||||||
Total liabilities and noncontrolling interest | 50,830 | ||||||
Net assets acquired | 72,622 | ||||||
Noncontrolling interest | 7,638 | ||||||
Intercompany loans to business | 23,593 | ||||||
Total assets, liabilities, noncontrolling interest, and intercompany loans acquired | 103,853 | ||||||
Acquisition Consideration | |||||||
Purchase price | 104,437 | ||||||
Working capital adjustment | (584) | ||||||
Purchase price | CAD 130.3 | 103,853 | |||||
Less: Transaction costs | 1,145 | ||||||
Purchase price, net | $ 102,708 | ||||||
Sterno Products | Northern International, Inc. [Member] | |||||||
Assets: | |||||||
Inventory | $ 1,200 | ||||||
Intangible assets | 8,800 | ||||||
Goodwill | $ 11,600 |
Acquisition - Schedule of Intan
Acquisition - Schedule of Intangible Assets Recorded as Part of Acquisition (Detail) - USD ($) $ in Thousands | Jul. 10, 2015 | Oct. 10, 2014 | Aug. 26, 2014 |
Manitoba Harvest | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, Amount | $ 63,687 | ||
Manitoba Harvest | Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, Amount | 13,005 | ||
Manitoba Harvest | Trade name | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, Amount | 9,616 | ||
Manitoba Harvest | Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, Amount | $ 41,066 | ||
Clean Earth | Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life | 15 years | ||
Clean Earth | Permits | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life | 10 years | ||
Clean Earth | Airspace | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life | 20 years | ||
Clean Earth | Trade name | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life | 20 years | ||
Sterno Candle Lamp | Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life | 10 years |
Acquisition - Pro Forma Informa
Acquisition - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Net loss attributable to Holdings | $ (16,023) | $ (24,902) |
Clean Earth | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Net sales | 190,055 | |
Operating loss | (3,870) | |
Net loss | (30,643) | |
Net loss attributable to Holdings | $ (30,152) | |
Basic net income per share attributable to Holdings | $ (0.57) | |
Fully diluted net income per share attributable to Holdings | $ (0.57) |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | Aug. 03, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Aug. 03, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Income from continuing operations before income taxes | $ 0 | $ 4,582 | |||
Income from discontinued operations, net of income tax | 0 | 4,723 | |||
Discontinued Operations, Disposed of by Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net sales | 77,847 | ||||
Gross profit | 19,347 | ||||
Operating income | 6,027 | ||||
Income from continuing operations before income taxes | 5,710 | ||||
Provision for income taxes | 987 | ||||
Income from discontinued operations, net of income tax | 4,723 | ||||
CamelBak [Member] | Discontinued Operations, Disposed of by Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net sales | $ 36,922 | ||||
Proceeds from divestiture of businesses | $ 412,500 | ||||
Proceeds from divestiture of businesses, portion attributable to parent | 367,800 | ||||
Gain on sale of discontinued operations, net of income tax | 165,300 | ||||
Intercompany interest expense excluded from income (loss) from discontinued operations | 2,200 | ||||
Gross profit | 15,232 | ||||
Operating income | 4,351 | ||||
Income from continuing operations before income taxes | 4,029 | ||||
Provision for income taxes | 987 | ||||
Income from discontinued operations, net of income tax | [1] | $ 3,042 | |||
American Furniture [Member] | Discontinued Operations, Disposed of by Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net sales | 40,925 | ||||
Proceeds from divestiture of businesses | 24,100 | ||||
Proceeds from divestiture of businesses, portion attributable to parent | $ 23,500 | ||||
Gain on sale of discontinued operations, net of income tax | $ 14,300 | ||||
Gross profit | 4,115 | ||||
Operating income | 1,676 | ||||
Income from continuing operations before income taxes | 1,681 | ||||
Provision for income taxes | 0 | ||||
Income from discontinued operations, net of income tax | $ 1,681 | ||||
[1] | The results for the three months ended March 31, 2015 exclude $2.2 million of intercompany interest expense. |
Discontinued Operations - Summa
Discontinued Operations - Summarized Operating Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 7 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Aug. 03, 2015 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income from continuing operations before income taxes | $ 0 | $ 4,582 | ||
Income from discontinued operations | $ 0 | 4,723 | ||
Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net sales | 77,847 | |||
Gross profit | 19,347 | |||
Operating income | 6,027 | |||
Income from continuing operations before income taxes | 5,710 | |||
Provision for income taxes | 987 | |||
Income from discontinued operations | 4,723 | |||
CamelBak [Member] | Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net sales | $ 36,922 | |||
Gross profit | 15,232 | |||
Operating income | 4,351 | |||
Income from continuing operations before income taxes | 4,029 | |||
Provision for income taxes | 987 | |||
Income from discontinued operations | [1] | $ 3,042 | ||
American Furniture [Member] | Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net sales | 40,925 | |||
Gross profit | 4,115 | |||
Operating income | 1,676 | |||
Income from continuing operations before income taxes | 1,681 | |||
Provision for income taxes | 0 | |||
Income from discontinued operations | $ 1,681 | |||
[1] | The results for the three months ended March 31, 2015 exclude $2.2 million of intercompany interest expense. |
Discontinued Operations - Sum51
Discontinued Operations - Summarized Balance Sheet Information (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Assets: | ||||
Cash | $ 3,100 | $ 1,800 | ||
Liabilities: | ||||
Noncontrolling interest of discontinued operations | $ 47,931 | $ 47,135 |
Operating Segment Data - Additi
Operating Segment Data - Additional Information (Detail) retail_store in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016USD ($)ft²retail_storeRetailerSegmentClientsProductFacility | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||
Allowance for Doubtful Accounts Receivable | $ (3,646) | $ 3,608 | |
International revenues | $ 169,761 | $ 144,296 | |
Number of reportable operating segments | Segment | 8 | ||
Ergobaby | |||
Segment Reporting Information [Line Items] | |||
Minimum number of retailers | Retailer | 450 | ||
Number of product lines | Product | 2 | ||
Liberty | |||
Segment Reporting Information [Line Items] | |||
Manufacturing facility area (in square feet) | ft² | 314,000 | ||
Manitoba Harvest | |||
Segment Reporting Information [Line Items] | |||
Number of stores | retail_store | 7 | ||
Arnold Magnetics | Minimum [Member] | |||
Segment Reporting Information [Line Items] | |||
Number of clients | Clients | 2,000 | ||
Clean Earth | |||
Segment Reporting Information [Line Items] | |||
Number of facilities | Facility | 14 | ||
Non United States [Member] | Ergobaby | |||
Segment Reporting Information [Line Items] | |||
International revenues | $ 10,377 | 10,956 | |
Non United States [Member] | Manitoba Harvest | |||
Segment Reporting Information [Line Items] | |||
International revenues | 6,130 | 0 | |
Non United States [Member] | Arnold Magnetics | |||
Segment Reporting Information [Line Items] | |||
International revenues | 10,799 | 12,369 | |
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
International revenues | 208,047 | 179,425 | |
Operating Segments [Member] | Ergobaby | |||
Segment Reporting Information [Line Items] | |||
International revenues | 19,415 | 20,668 | |
Operating Segments [Member] | Liberty | |||
Segment Reporting Information [Line Items] | |||
International revenues | 29,000 | 25,854 | |
Operating Segments [Member] | Manitoba Harvest | |||
Segment Reporting Information [Line Items] | |||
International revenues | 13,717 | 0 | |
Operating Segments [Member] | Arnold Magnetics | |||
Segment Reporting Information [Line Items] | |||
International revenues | 27,383 | 31,188 | |
Operating Segments [Member] | Clean Earth | |||
Segment Reporting Information [Line Items] | |||
International revenues | 38,286 | 35,129 | |
Operating Segments [Member] | Sterno Candle Lamp | |||
Segment Reporting Information [Line Items] | |||
International revenues | 43,969 | 28,604 | |
Operating Segments [Member] | Non United States [Member] | |||
Segment Reporting Information [Line Items] | |||
International revenues | 32,498 | 24,009 | |
Operating Segments [Member] | Non United States [Member] | Sterno Candle Lamp | |||
Segment Reporting Information [Line Items] | |||
International revenues | $ 5,192 | $ 684 |
Operating Segment Data - Summar
Operating Segment Data - Summary of Net Sales of Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | $ 169,761 | $ 144,296 |
Revenue, Net | 208,047 | 179,425 |
Operating Segments [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | 208,047 | 179,425 |
Operating Segments [Member] | Ergobaby | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | 19,415 | 20,668 |
Operating Segments [Member] | Liberty | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | 29,000 | 25,854 |
Operating Segments [Member] | Manitoba Harvest | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | 13,717 | 0 |
Operating Segments [Member] | ACI | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | 21,517 | 21,418 |
Operating Segments [Member] | Arnold Magnetics | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | 27,383 | 31,188 |
Operating Segments [Member] | Clean Earth | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | 38,286 | 35,129 |
Operating Segments [Member] | Sterno Candle Lamp | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | 43,969 | 28,604 |
Operating Segments [Member] | Tridien | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | 14,760 | 16,564 |
Reconciliation of Segment to Consolidated [Member] | Corporate and Other | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated revenues | $ 0 | $ 0 |
Operating Segment Data - Revenu
Operating Segment Data - Revenues from Geographic Locations Outside Domestic Country (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
International revenues | $ 169,761 | $ 144,296 |
Non United States [Member] | Ergobaby | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
International revenues | 10,377 | 10,956 |
Non United States [Member] | Manitoba Harvest | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
International revenues | 6,130 | 0 |
Non United States [Member] | Arnold Magnetics | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
International revenues | $ 10,799 | $ 12,369 |
Operating Segment Data - Summ55
Operating Segment Data - Summary of Profit (Loss) of Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total consolidated income (loss) from continuing operations before income taxes | $ (11,731) | $ (27,617) | |
Other income, net | 3,420 | 10 | |
Loss on equity method investment | (10,623) | (13,447) | |
Operating Segments [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total consolidated income (loss) from continuing operations before income taxes | [1] | 16,629 | 5,695 |
Operating Segments [Member] | Ergobaby | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total consolidated income (loss) from continuing operations before income taxes | [1] | 4,090 | 5,406 |
Operating Segments [Member] | Liberty | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total consolidated income (loss) from continuing operations before income taxes | [1] | 4,841 | 1,404 |
Operating Segments [Member] | Manitoba Harvest | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total consolidated income (loss) from continuing operations before income taxes | [1] | 363 | 0 |
Operating Segments [Member] | ACI | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total consolidated income (loss) from continuing operations before income taxes | [1] | 5,832 | 5,721 |
Operating Segments [Member] | Arnold Magnetics | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total consolidated income (loss) from continuing operations before income taxes | [1] | 626 | 1,754 |
Operating Segments [Member] | Clean Earth | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total consolidated income (loss) from continuing operations before income taxes | [1] | (958) | (1,554) |
Operating Segments [Member] | Sterno Candle Lamp | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total consolidated income (loss) from continuing operations before income taxes | [1] | 2,412 | 1,656 |
Operating Segments [Member] | Tridien | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total consolidated income (loss) from continuing operations before income taxes | [1] | (577) | (8,692) |
Reconciliation of Segment to Consolidated [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Interest expense, net | (11,462) | (9,717) | |
Other income, net | 3,420 | 10 | |
Loss on equity method investment | (10,623) | (13,447) | |
Reconciliation of Segment to Consolidated [Member] | Corporate and Other | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total consolidated income (loss) from continuing operations before income taxes | [2] | $ (9,695) | $ (10,158) |
[1] | Segment profit (loss) represents operating income (loss). | ||
[2] | Primarily relates to management fees expensed and payable to CGM, and corporate overhead expenses |
Operating Segment Data - Summ56
Operating Segment Data - Summary of Accounts Receivable of Operating Segment (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Allowance for doubtful accounts | $ (3,646) | $ (3,608) |
Total consolidated net accounts receivable | $ 127,432 | $ 114,320 |
Operating Segment Data - Summ57
Operating Segment Data - Summary of Goodwill and Identifiable Assets of Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||||||
Mar. 31, 2016 | Mar. 31, 2015 | Jan. 01, 2016 | Dec. 31, 2015 | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Goodwill | $ 413,735 | $ 398,488 | $ 398,488 | ||||
Identifiable Assets | [1] | 851,073 | 908,234 | ||||
Depreciation and Amortization Expense | 15,646 | $ 14,084 | |||||
Equity method investment (refer to Note F) | 191,439 | 249,747 | |||||
Allowance for Doubtful Accounts Receivable | (3,646) | 3,608 | |||||
Ergobaby | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Goodwill | 41,664 | 41,664 | |||||
Liberty | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Goodwill | 32,828 | 32,828 | |||||
Manitoba Harvest | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Goodwill | 56,363 | 52,672 | |||||
ACI | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Goodwill | 58,019 | 58,019 | |||||
Clean Earth | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Goodwill | 111,339 | 111,339 | |||||
Tridien | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Goodwill | 7,834 | $ 7,834 | |||||
Operating Segments [Member] | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Identifiable Assets | [1] | 602,661 | 594,480 | ||||
Depreciation and Amortization Expense | 14,908 | 12,868 | |||||
Accounts Receivable, Net | 127,432 | 114,320 | |||||
Operating Segments [Member] | Ergobaby | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Accounts Receivable, Gross | 11,130 | 8,076 | |||||
Identifiable Assets | [1] | 59,417 | 62,436 | ||||
Depreciation and Amortization Expense | 835 | 850 | |||||
Operating Segments [Member] | Liberty | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Accounts Receivable, Gross | 12,783 | 12,941 | |||||
Identifiable Assets | 29,255 | 31,395 | [1] | ||||
Depreciation and Amortization Expense | 656 | 1,592 | |||||
Operating Segments [Member] | Manitoba Harvest | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Accounts Receivable, Gross | 8,262 | 5,512 | |||||
Identifiable Assets | 88,769 | 88,541 | [1] | ||||
Depreciation and Amortization Expense | 1,314 | 0 | |||||
Operating Segments [Member] | ACI | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Accounts Receivable, Gross | 6,747 | [1] | 5,946 | ||||
Identifiable Assets | [1] | 18,421 | 17,275 | ||||
Depreciation and Amortization Expense | 841 | 757 | |||||
Operating Segments [Member] | Arnold Magnetics | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Accounts Receivable, Gross | 18,006 | [1] | 15,083 | ||||
Identifiable Assets | [1] | 69,013 | 72,310 | ||||
Depreciation and Amortization Expense | 2,237 | 2,194 | |||||
Operating Segments [Member] | Clean Earth | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Accounts Receivable, Gross | 33,927 | [1] | 42,291 | ||||
Identifiable Assets | 180,962 | [1] | 185,087 | ||||
Depreciation and Amortization Expense | 4,955 | 5,392 | |||||
Operating Segments [Member] | Sterno Candle Lamp | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Accounts Receivable, Gross | 33,922 | 19,508 | |||||
Identifiable Assets | 142,403 | 121,910 | [1] | ||||
Depreciation and Amortization Expense | 3,451 | 1,464 | |||||
Operating Segments [Member] | Tridien | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Accounts Receivable, Gross | 6,301 | [1] | 8,571 | ||||
Identifiable Assets | [1] | 14,421 | 15,526 | ||||
Depreciation and Amortization Expense | 619 | 619 | |||||
Reconciliation of Segment to Consolidated [Member] | Amortization of Debt Issuance Costs and Original Issue Discount [Member] | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Depreciation and Amortization Expense | 738 | 713 | |||||
Reconciliation of Segment to Consolidated [Member] | Corporate and Other | |||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||
Identifiable Assets | [1] | 56,973 | $ 64,007 | ||||
Depreciation and Amortization Expense | $ 0 | $ 503 | |||||
[1] | Does not include accounts receivable balances per schedule above or goodwill balances - refer to "Note H - Goodwill and Other Intangible Assets". |
Equity Method Investment (Detai
Equity Method Investment (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 15, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Subsidiary, Sale of Stock [Line Items] | ||||
Net proceeds from sale of equity investment | $ 47,685 | $ 0 | ||
Equity method investment | 191,439 | $ 249,747 | ||
Loss on equity method investment | (10,623) | $ (13,447) | ||
FOX | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Equity method investment, amount of shares sold | 4,466,569 | |||
Net proceeds from sale of equity investment | $ 47,700 | |||
Treasury Stock, Shares, Acquired | 3,000,000 | |||
Non-controlling interest | 33.10% | 41.20% | ||
Common Stock | FOX | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares held | 12,100,000 | |||
Secondary Offering | FOX | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Equity method investment, amount of shares sold | 2,500,000 | |||
Initial offering price per share (usd per share) | $ 15.895 | |||
Underwriters discount on shares sold | 8.50% | |||
Direct Offering | FOX | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Initial offering price per share (usd per share) | $ 15.895 | |||
Treasury Stock, Shares, Acquired | 500,000 |
Equity Method Investment - Bala
Equity Method Investment - Balance Sheet Information and Results of Operations for Fox (Details) - FOX - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||
Current assets | $ 132,712 | $ 131,941 | |
Non-current assets | 150,419 | 146,556 | |
Total assets | 283,131 | 278,497 | |
Current liabilities | 71,859 | 74,017 | |
Non-current liabilities | 61,447 | 52,220 | |
Stockholders' equity | 149,825 | 152,260 | |
Total liabilities and stockholders' equity | 283,131 | $ 278,497 | |
Net revenue | 80,217 | $ 67,788 | |
Gross profit | 25,118 | 18,783 | |
Operating income | 5,694 | 1,539 | |
Net income | $ 3,262 | $ 770 |
Property, Plant and Equipment60
Property, Plant and Equipment and Inventory - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 190,354 | $ 185,419 |
Less: accumulated depreciation | (72,269) | (67,369) |
Total | 118,085 | 118,050 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 137,866 | 135,357 |
Office Furniture, Computers and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 10,302 | 9,500 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,419 | 8,706 |
Buildings and Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 32,767 | $ 31,856 |
Property, Plant and Equipment61
Property, Plant and Equipment and Inventory - Summary of Inventory (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 5,859 | $ 5,549 | |
Raw materials and supplies | 30,547 | $ 29,809 | |
Work-in-process | 10,085 | 9,035 | |
Finished goods | 43,018 | 33,653 | |
Less: obsolescence reserve | (4,656) | (4,126) | |
Total | $ 78,994 | $ 68,371 |
Goodwill and Other Intangible62
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2016 | Jun. 30, 2015 | Mar. 31, 2015 | Jan. 01, 2016 | Dec. 31, 2015 | ||
Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | $ 413,735 | $ 398,488 | $ 398,488 | |||
Goodwill, Purchase Accounting Adjustments | 3,691 | |||||
Amortization expense | 7,826 | $ 7,822 | ||||
Goodwill acquired | 11,556 | |||||
Pmag [Member] | ||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | 40,400 | |||||
Corporate Segment | ||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | 8,649 | 8,649 | ||||
Sterno Products | ||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | 45,272 | 33,716 | ||||
Goodwill acquired | 11,556 | |||||
Ergobaby | ||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | 41,664 | 41,664 | ||||
Liberty | ||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | 32,828 | 32,828 | ||||
Manitoba Harvest | ||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | 56,363 | 52,672 | ||||
Goodwill, Purchase Accounting Adjustments | 3,691 | |||||
ACI | ||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | 58,019 | 58,019 | ||||
Arnold [Member] | ||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | 51,767 | 51,767 | ||||
Clean Earth | ||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | 111,339 | 111,339 | ||||
Tridien | ||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | 7,834 | $ 7,834 | ||||
Goodwill impairment expense | 8,928 | [1] | $ 200 | |||
Flexmag [Member] | ||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | 4,800 | |||||
Precision Thin Metals [Member] | ||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||
Goodwill | $ 6,500 | |||||
[1] | Represents the fair value of the respective assets at the Tridien business segment subsequent to the goodwill and long-lived asset impairment charge recognized during 2015. |
Goodwill and Other Intangible63
Goodwill and Other Intangible Assets - Summary of Reconciliation of Change in Carrying Value of Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2016 | Jan. 01, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | ||||
Goodwill - gross carrying amount | $ 475,566 | $ 460,319 | ||
Accumulated impairment losses | (61,831) | (61,831) | ||
Goodwill - net carrying amount | $ 398,488 | 413,735 | $ 398,488 | $ 398,488 |
Goodwill [Roll Forward] | ||||
Balance as of January 1, 2016 | 413,735 | |||
Acquisition of Northern International Inc. (3) | 11,556 | |||
Foreign currency translation | 3,691 | |||
Balance as of March 31, 2016 | 398,488 | |||
Corporate Segment | ||||
Goodwill [Line Items] | ||||
Goodwill - net carrying amount | 8,649 | 8,649 | 8,649 | |
Goodwill [Roll Forward] | ||||
Balance as of January 1, 2016 | 8,649 | |||
Ergobaby | ||||
Goodwill [Line Items] | ||||
Goodwill - net carrying amount | 41,664 | 41,664 | 41,664 | |
Goodwill [Roll Forward] | ||||
Balance as of January 1, 2016 | 41,664 | |||
Liberty | ||||
Goodwill [Line Items] | ||||
Goodwill - net carrying amount | 32,828 | 32,828 | 32,828 | |
Goodwill [Roll Forward] | ||||
Balance as of January 1, 2016 | 32,828 | |||
Manitoba Harvest | ||||
Goodwill [Line Items] | ||||
Goodwill - net carrying amount | 56,363 | 56,363 | 52,672 | |
Goodwill [Roll Forward] | ||||
Balance as of January 1, 2016 | 56,363 | |||
Foreign currency translation | 3,691 | |||
ACI | ||||
Goodwill [Line Items] | ||||
Goodwill - net carrying amount | 58,019 | 58,019 | 58,019 | |
Goodwill [Roll Forward] | ||||
Balance as of January 1, 2016 | 58,019 | |||
Arnold [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill - net carrying amount | 51,767 | 51,767 | 51,767 | |
Goodwill [Roll Forward] | ||||
Balance as of January 1, 2016 | 51,767 | |||
Clean Earth | ||||
Goodwill [Line Items] | ||||
Goodwill - net carrying amount | 111,339 | 111,339 | 111,339 | |
Goodwill [Roll Forward] | ||||
Balance as of January 1, 2016 | 111,339 | |||
Sterno Products | ||||
Goodwill [Line Items] | ||||
Goodwill - net carrying amount | 45,272 | 45,272 | 33,716 | |
Goodwill [Roll Forward] | ||||
Balance as of January 1, 2016 | 45,272 | |||
Acquisition of Northern International Inc. (3) | 11,556 | |||
Tridien | ||||
Goodwill [Line Items] | ||||
Goodwill - net carrying amount | 7,834 | $ 7,834 | $ 7,834 | |
Goodwill [Roll Forward] | ||||
Balance as of January 1, 2016 | $ 7,834 |
Goodwill and Other Intangible64
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets, gross | $ 410,926 | $ 398,818 |
Total accumulated amortization | (125,713) | (117,742) |
Trade names, not subject to amortization | 73,160 | 72,328 |
Total intangibles, net | 358,373 | 353,404 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets, gross | 232,636 | 226,722 |
Total accumulated amortization | $ (78,665) | (74,519) |
Weighted average useful lives | 12 years | |
Technology and Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets, gross | $ 44,662 | 41,001 |
Total accumulated amortization | $ (20,118) | (19,032) |
Weighted average useful lives | 9 years | |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets, gross | $ 27,563 | 25,130 |
Total accumulated amortization | $ (5,127) | (4,697) |
Weighted average useful lives | 17 years | |
Licensing and Non-Compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets, gross | $ 6,786 | 6,686 |
Total accumulated amortization | $ (6,586) | (6,575) |
Weighted average useful lives | 5 years | |
Permits and Airspace | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets, gross | $ 98,673 | 98,673 |
Total accumulated amortization | $ (14,611) | 12,313 |
Weighted average useful lives | 13 years | |
Distributor Relations and Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Other intangible assets, gross | $ 606 | 606 |
Total accumulated amortization | $ (606) | $ (606) |
Weighted average useful lives | 5 years |
Goodwill and Other Intangible65
Goodwill and Other Intangible Assets - Summary of Estimated Charges to Amortization Expense of Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 7,826 | $ 7,822 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
April 1, 2016 through Dec. 31, 2016 | 22,317 | |
2,015 | 27,874 | |
2,016 | 26,902 | |
2,017 | 25,561 | |
2,018 | 25,315 | |
Total amortization expense | $ 127,969 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Jun. 06, 2014 | Mar. 31, 2014 | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||
Credit facility obtained | $ 395,500,000 | |||
Total debt | 311,458,000 | $ 311,889,000 | ||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 0 | $ 0 | ||
FOX Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Fox credit facility interest rate basis | LIBOR plus an applicable margin ranging from 1.50% to 2.50%, or the Prime Rate, plus an applicable margin ranging from 0.50% to 1.50% | |||
FOX Credit Facility [Member] | Prime Rate [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
FOX Credit Facility [Member] | Prime Rate [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.50% | |||
Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Reduction in LIBOR loans | 1.50% to 2.50% | |||
2014 Credit Agreement [Member] | Revolving Credit Facility | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Unused fee percentage | 0.45% | |||
2014 Credit Agreement [Member] | Revolving Credit Facility | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Unused fee percentage | 0.60% | |||
2014 Credit Agreement [Member] | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.00% | |||
2014 Credit Agreement [Member] | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.75% | |||
2014 Credit Agreement [Member] | Revolving Credit Facility | Federal Funds Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
2014 Credit Agreement [Member] | Revolving Credit Facility | Base Rate [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.00% | |||
2014 Credit Agreement [Member] | Revolving Credit Facility | Base Rate [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.75% | |||
2014 Credit Agreement [Member] | Letter of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility obtained | $ 100,000,000 | |||
2014 Credit Agreement [Member] | Swing Line Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility obtained | 25,000,000 | |||
2014 Credit Agreement [Member] | Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility obtained | 725,000,000 | |||
2014 Revolving Credit Facility [Member] | Swing Line Loans [Member] | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Credit facility obtained | 400,000,000 | |||
2014 Revolving Credit Facility [Member] | Term Loan And Revolving Line Of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility obtained | $ 200,000,000 | |||
2014 Term Loan [Member] | Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Original issue discount | 99.50% | |||
Frequency of payments | quarterly | |||
Credit facility quarterly payments | $ 800,000 | |||
Credit facility obtained | $ 325,000,000 | |||
2014 Term Loan [Member] | Term Loan [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.00% | |||
2014 Term Loan [Member] | Term Loan [Member] | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.25% | |||
2014 Term Loan [Member] | Term Loan [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.25% | |||
Letter of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Letter of credit outstanding | $ 4,500,000 |
Debt-Issuance Costs (Details)
Debt-Issuance Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Deferred debt issuance costs | $ 12,973 | $ 12,973 |
Accumulated amortization | (4,054) | (3,508) |
Deferred debt issuance costs, less accumulated amortization | 8,919 | 9,466 |
Other non-current assets | ||
Debt Instrument [Line Items] | ||
Deferred debt issuance costs, less accumulated amortization | 4,529 | 4,863 |
Long-term Liabilities | ||
Debt Instrument [Line Items] | ||
Deferred debt issuance costs, less accumulated amortization | $ 4,390 | $ 4,603 |
Debt - Summary of Debt Holdings
Debt - Summary of Debt Holdings (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total debt | $ 311,458 | $ 311,889 |
Original issue discount | (3,465) | (3,633) |
Debt issuance costs - term loan | (8,919) | (9,466) |
Current portion, long-term debt | 3,250 | 3,250 |
Long term debt | 308,208 | 308,639 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 0 |
Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Total debt | 319,313 | 320,125 |
Debt issuance costs - term loan | (4,390) | (4,603) |
Current portion, long-term debt | $ 3,250 | $ 3,250 |
Derivative Instruments and He69
Derivative Instruments and Hedging Activities - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Sep. 16, 2014 | Oct. 31, 2011 | Mar. 31, 2016 | Mar. 31, 2015 |
Derivative [Line Items] | |||||
Payment of interest rate swap | $ 500 | $ 495 | |||
New Interest Rate Swap | |||||
Derivative [Line Items] | |||||
Notional amount | $ 220,000 | ||||
Interest rate on notional amount | 2.97% | ||||
Interest rate swap agreement with bank, agreement period | 3 months | ||||
Fair value loss | 20,200 | $ 13,000 | |||
Three-Year Interest Rate Swap | |||||
Derivative [Line Items] | |||||
Notional amount | $ 200,000 | ||||
Interest rate on notional amount | 2.49% | ||||
Interest rate swap agreement with bank, agreement period | 3 months | ||||
Fair value loss | $ 500 | ||||
Term of derivative | 3 years | ||||
Payment of interest rate swap | $ 500 | ||||
London Interbank Offered Rate (LIBOR) | Three-Year Interest Rate Swap | Interest Rate Floor | |||||
Derivative [Line Items] | |||||
Interest rate on LIBOR | 1.50% |
Derivative Instruments and He70
Derivative Instruments and Hedging Activities-By Balance Sheet Location (Details) - Interest Rate Swap - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Derivative [Line Items] | ||
Total fair value | $ 20,210 | $ 13,483 |
Other current liabilities | ||
Derivative [Line Items] | ||
Total fair value | 4,967 | 3,914 |
Other noncurrent liabilities | ||
Derivative [Line Items] | ||
Total fair value | $ 15,243 | $ 9,569 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Assets and Liabilities Carried at Fair Value Measured on Recurring Basis (Detail) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | ||
Liabilities: | |||||
Business Combination, Contingent Consideration, Liability | [1] | $ (1,500,000) | |||
Total recorded at fair value | $ (75,000) | $ (1,575,000) | |||
Fair Value Measurements Recurring [Member] | Carrying Value [Member] | |||||
Assets: | |||||
Equity method investment - FOX | 191,439,000 | ||||
Interest rate cap | 249,747,000 | ||||
Liabilities: | |||||
Call option of noncontrolling shareholder | (25,000) | [2] | (25,000) | ||
Put option of noncontrolling shareholders | (50,000) | [1] | (50,000) | ||
Business Combination, Contingent Consideration, Liability | [1] | (1,500,000) | |||
Interest rate swap | (20,210,000) | (13,483,000) | |||
Total recorded at fair value | 169,654,000 | 236,189,000 | |||
Fair Value Measurements Recurring [Member] | Level 1 | Fair Value [Member] | |||||
Assets: | |||||
Equity method investment - FOX | 191,439,000 | ||||
Interest rate cap | 249,747,000 | ||||
Liabilities: | |||||
Call option of noncontrolling shareholder | 0 | [2] | 0 | ||
Put option of noncontrolling shareholders | 0 | [1] | 0 | ||
Business Combination, Contingent Consideration, Liability | [1] | 0 | |||
Interest rate swap | 0 | 0 | |||
Total recorded at fair value | 191,439,000 | 249,747,000 | |||
Fair Value Measurements Recurring [Member] | Level 2 | Fair Value [Member] | |||||
Assets: | |||||
Equity method investment - FOX | 0 | ||||
Interest rate cap | 0 | ||||
Liabilities: | |||||
Call option of noncontrolling shareholder | 0 | [2] | 0 | ||
Put option of noncontrolling shareholders | 0 | [1] | 0 | ||
Business Combination, Contingent Consideration, Liability | [1] | 0 | |||
Interest rate swap | (20,210,000) | (13,483,000) | |||
Total recorded at fair value | (20,210,000) | (13,483,000) | |||
Fair Value Measurements Recurring [Member] | Level 3 | Fair Value [Member] | |||||
Assets: | |||||
Equity method investment - FOX | 0 | ||||
Interest rate cap | 0 | ||||
Liabilities: | |||||
Call option of noncontrolling shareholder | (25,000) | [2] | (25,000) | ||
Put option of noncontrolling shareholders | (50,000) | [1] | (50,000) | ||
Business Combination, Contingent Consideration, Liability | (1,500,000) | ||||
Interest rate swap | 0 | 0 | |||
Total recorded at fair value | $ (1,575,000) | $ (75,000) | |||
FOX | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Non-controlling interest | 33.10% | 41.20% | |||
[1] | Represents put options issued to noncontrolling shareholders in connection with the Liberty acquisition. | ||||
[2] | Represents a noncontrolling shareholder’s call option to purchase additional common stock in Tridien. |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliations of Change in Carrying Value of Level 3 Fair Value Measurements (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Fair Value Disclosures [Abstract] | |
Fair value of liability, Beginning balance | $ (1,575) |
Fair value of liability, Ending balance | $ (75) |
Fair Value Measurement - Assets
Fair Value Measurement - Assets Measured on Nonrecurring Basis (Details) - Tridien - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Jun. 30, 2015 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Technology impairment expense | [1] | $ 237 | ||
Goodwill impairment expense | 8,928 | [1] | $ 200 | |
Fair Value, Measurements, Nonrecurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Technology | [1] | 0 | ||
Goodwill | [1] | 0 | ||
Fair Value, Measurements, Nonrecurring | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Technology | [1] | 0 | ||
Goodwill | [1] | 0 | ||
Fair Value, Measurements, Nonrecurring | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Technology | [1] | 220 | ||
Goodwill | [1] | 7,834 | ||
Carrying Value [Member] | Fair Value, Measurements, Nonrecurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Technology | [1] | 220 | ||
Goodwill | [1] | $ 7,834 | ||
[1] | Represents the fair value of the respective assets at the Tridien business segment subsequent to the goodwill and long-lived asset impairment charge recognized during 2015. |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Term Loan Facility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt | $ 319.3 | |
FOX | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non-controlling interest | 33.10% | 41.20% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Apr. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Apr. 09, 2015 | Jan. 08, 2015 | |
Stockholders Equity [Line Items] | ||||||
Less: Profit Allocation paid to Holdings | $ 850 | $ 618 | ||||
Trust shares, authorized | 500,000,000 | 500,000,000 | ||||
Trust shares, voting rights | One vote per share | |||||
Holding Event, anniversary since acquisition | 5 years | |||||
Distribution declared per share | $ 0.36 | $ 0.36 | ||||
Income from discontinued operations, net of income tax | $ 0 | $ 4,582 | ||||
FOX | Subsequent Event | ||||||
Stockholders Equity [Line Items] | ||||||
Profit allocation payment from Equity Method Investment | $ 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 | |||
Mar. 31, 2016 | Mar. 31, 2015 | Apr. 09, 2015 | Jan. 08, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss from continuing operations attributable to Holdings | $ (16,023) | $ (29,484) | ||
Less: Profit Allocation paid to Holdings | 850 | 618 | ||
Less: Effect of contribution based profit - Holding Event | (16,873) | (30,102) | ||
Income from continuing operations before income taxes | 0 | 4,582 | ||
Income from discontinued operations, net of income tax | $ 0 | $ 4,582 | ||
Basic and diluted weighted average shares outstanding | 54,300 | 54,300 | ||
Continuing operations | $ (0.31) | $ (0.55) | ||
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Diluted Share | 0 | 0.08 | ||
Earnings Per Share, Basic and Diluted | $ 0 | $ 0 | ||
Distribution declared per share | $ 0.36 | $ 0.36 | ||
Discontinued Operations, Disposed of by Sale [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Less: Profit Allocation paid to Holdings | $ 180 | |||
Income from discontinued operations, net of income tax | $ 4,402 |
Warranties - Change in Carrying
Warranties - Change in Carrying Value of Company's Warranty Liability (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Guarantees [Abstract] | |||
Product Warranty Accrual, Beginning Balance | $ 2,771 | $ 1,984 | |
Accrual | 134 | 1,194 | |
Warranty payments | (72) | $ (407) | |
Product Warranty Accrual, Ending balance | $ 2,833 | ||
FOX | |||
Schedule of Equity Method Investments [Line Items] | |||
Non-controlling interest | 33.10% | 41.20% |
Noncontrolling Interest - Compa
Noncontrolling Interest - Company's Ownership Percentage of its Majority Owned Operating Segments and Related Noncontrolling Interest (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | ||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest | $ 47,931 | $ 47,135 | |
Ergobaby | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest | $ 18,353 | $ 17,754 | |
Ergobaby | % Ownership Primary | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 81.00% | 81.00% |
Ergobaby | % Ownership Fully Diluted | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 74.20% | 74.20% |
Liberty | |||
Noncontrolling Interest [Line Items] | |||
Proceeds from Stock Options Exercised | $ 3,800 | ||
Noncontrolling interest | $ 1,937 | $ 2,934 | |
Liberty | % Ownership Primary | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 88.60% | 96.20% |
Liberty | % Ownership Fully Diluted | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 84.70% | 84.60% |
Manitoba Harvest | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest | $ 14,114 | $ 14,071 | |
Manitoba Harvest | % Ownership Primary | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 76.60% | 76.60% |
Manitoba Harvest | % Ownership Fully Diluted | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 65.60% | 65.60% |
ACI | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest | $ 5,237 | $ 4,295 | |
ACI | % Ownership Primary | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 69.40% | 69.40% |
ACI | % Ownership Fully Diluted | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 69.30% | 69.30% |
Arnold Magnetics | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest | $ 2,117 | $ 2,113 | |
Arnold Magnetics | % Ownership Primary | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 96.70% | 96.70% |
Arnold Magnetics | % Ownership Fully Diluted | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 86.90% | 87.30% |
Clean Earth | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest | $ 4,519 | $ 4,308 | |
Clean Earth | % Ownership Primary | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 97.50% | 97.50% |
Clean Earth | % Ownership Fully Diluted | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 86.20% | 86.20% |
Sterno Candle Lamp | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest | $ 778 | $ 644 | |
Sterno Candle Lamp | % Ownership Primary | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 100.00% | 100.00% |
Sterno Candle Lamp | % Ownership Fully Diluted | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 89.70% | 89.70% |
Tridien | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest | $ 776 | $ 916 | |
Tridien | % Ownership Primary | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 81.30% | 81.30% |
Tridien | % Ownership Fully Diluted | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 67.30% | 67.30% |
Allocation Interests | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest | $ 100 | $ 100 | |
[1] | The principal difference between primary and diluted percentages of our operating segments is due to stock option issuances of operating segment stock to management of the respective businesses. |
Noncontrolling Interest Noncont
Noncontrolling Interest Noncontrolling Interest- Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | ||
Noncontrolling Interest [Line Items] | ||||
Cash distributions funded by debt | $ 19,548 | |||
Distributions paid | 19,548 | $ 19,548 | ||
Liberty | ||||
Noncontrolling Interest [Line Items] | ||||
Cash distributions funded by debt | 35,300 | |||
Distributions paid | $ 5,300 | |||
% Ownership Primary | Liberty | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 88.60% | 96.20% | |
% Ownership Fully Diluted | Liberty | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 84.70% | 84.60% | |
Term Loan Facility | Liberty | ||||
Noncontrolling Interest [Line Items] | ||||
Debt instrument | $ 38,000 | |||
Revolving Credit Facility | Liberty | ||||
Noncontrolling Interest [Line Items] | ||||
Debt instrument | $ 5,000 | |||
Employee Stock Option | Liberty | ||||
Noncontrolling Interest [Line Items] | ||||
Options, exercises in period (shares) | 75,095 | |||
Allocated compensation expense | $ 300 | |||
[1] | The principal difference between primary and diluted percentages of our operating segments is due to stock option issuances of operating segment stock to management of the respective businesses. |
Income Taxes - Reconciliation b
Income Taxes - Reconciliation between Federal Statutory Rate and Effective Income Tax Rate (Detail) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Contingency [Line Items] | ||
United States Federal Statutory Rate | (35.00%) | (35.00%) |
Foreign and State income taxes (net of Federal benefits) | 1.90% | 0.10% |
Effective Income Tax Rate Reconciliation, Tax Credit, Foreign, Amount | 7.60% | (0.10%) |
Expenses of Compass Group Diversified Holdings, LLC representing a pass through to shareholders | 19.90% | 10.50% |
Effective Income Tax Rate Reconciliation, Deduction, Percent | 31.70% | 17.00% |
Impact of subsidiary employee stock options | 1.10% | 0.10% |
Domestic production activities deduction | (2.20%) | (0.60%) |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Amount | 0.00% | 9.70% |
Non-recognition of NOL carryforwards at subsidiaries | 2.40% | 0.20% |
Other | 0.70% | 6.70% |
Effective income tax rate | 28.10% | 8.60% |
Defined Benefit Plan - Addition
Defined Benefit Plan - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Unfunded liability | $ 3.8 |
Expected contribution to the Foreign Plan | 0.4 |
Arnold [Member] | Switzerland [Member] | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Contribution to the Foreign Plan | $ 0.1 |
Defined Benefit Plan - Summary
Defined Benefit Plan - Summary of Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | ||
Service cost | $ 109 | $ 162 |
Interest cost | 34 | 47 |
Expected return on plan assets | 5 | (49) |
Net periodic benefit cost | $ 148 | $ 160 |
Subsequent Event (Detail)
Subsequent Event (Detail) ft² in Thousands, $ in Thousands | Apr. 15, 2016USD ($)ft² | Apr. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) |
Subsequent Event [Line Items] | |||||
Purchase price | $ 35,553 | $ 0 | |||
Cash distributions funded by debt | 19,548 | ||||
Distributions paid | $ 19,548 | $ 19,548 | |||
Phoenix Soil, LLC | Clean Earth | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Purchase price | $ 13,300 | ||||
Area of thermal desorption facility | ft² | 58 | ||||
Intercompany loans | $ 13,700 | ||||
FOX | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Profit allocation payment from Equity Method Investment | $ 8,600 | ||||
Forecast | Advanced Circuits | |||||
Subsequent Event [Line Items] | |||||
Cash distributions funded by debt | $ 60,100 | ||||
Distributions paid | 18,400 | ||||
Forecast | Term Loan Facility | Advanced Circuits | |||||
Subsequent Event [Line Items] | |||||
Debt instrument | $ 61,000 |