Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Jun. 30, 2015 | Feb. 27, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 8-K | ||
Document Period End Date | false | ||
Document Fiscal Year Focus | Dec. 31, 2015 | ||
Document Fiscal Period Focus | 2,015 | ||
Entity Registrant Name | FY | ||
Entity Central Index Key | Compass Diversified Holdings | ||
Current Fiscal Year End Date | 1,345,126 | ||
Entity Well-known Seasoned Issuer | --12-31 | ||
Entity Current Reporting Status | No | ||
Entity Voluntary Filers | Yes | ||
Entity Filer Category | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 54,300,000 | ||
Entity Public Float | $ 742,289,290 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 85,240 | $ 21,946 |
Accounts receivable, less allowances of $3,447 at December 31, 2015 and $3,756 at December 31, 2014 | 105,910 | 111,857 |
Inventories | 59,905 | 51,336 |
Prepaid expenses and other current assets | 21,536 | 22,575 |
Current assets of discontinued operations | 18,772 | 113,085 |
Total current assets | 291,363 | 320,799 |
Property, plant and equipment, net | 115,948 | 105,102 |
Equity Method Investments | 249,747 | 245,214 |
Goodwill | 390,655 | 336,872 |
Intangible assets, net | 350,687 | 319,369 |
Deferred debt issuance costs, less accumulated amortization of $2,362 at December 31, 2015 and $1,233 at December 31, 2014 | 9,466 | 11,197 |
Other non-current assets | 4,956 | 5,431 |
Non-current assets of discontinued operations | 12,823 | 203,446 |
Total assets | 1,425,645 | 1,547,430 |
Current liabilities: | ||
Accounts payable | 46,140 | 45,210 |
Accrued expenses | 43,767 | 49,237 |
Due to related party | 5,863 | 6,068 |
Current portion, long-term debt | 3,250 | 3,250 |
Other current liabilities | 9,004 | 6,311 |
Current liabilities of discontinued operations | 8,455 | 31,155 |
Total current liabilities | 116,479 | 141,231 |
Deferred income taxes | 103,635 | 91,351 |
Long-term debt, less original issue discount | 313,242 | 485,547 |
Other non-current liabilities | 18,960 | 14,039 |
Non-current liabilities of discontinued operations | 110 | 6,928 |
Total liabilities | 552,426 | 739,096 |
Stockholders’ equity | ||
Trust shares, no par value, 500,000 authorized; 54,300 shares issued and outstanding at December 31, 2015 and 2014 | 825,321 | 825,321 |
Accumulated other comprehensive loss | (9,804) | (2,542) |
Accumulated earnings (deficit) | 10,567 | (55,348) |
Total stockholders’ equity attributable to Holdings | 826,084 | 767,431 |
Noncontrolling interest | 46,219 | 22,967 |
Noncontrolling interest of discontinued operations | 916 | 17,936 |
Total stockholders’ equity | 873,219 | 808,334 |
Total liabilities and stockholders’ equity | $ 1,425,645 | $ 1,547,430 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 3,447 | $ 3,756 |
Deferred debt issuance costs, accumulated amortization | $ 2,362 | $ 1,233 |
Trust shares, par value (in dollars per share) | ||
Trust shares, authorized (in shares) | 500,000,000 | 500,000,000 |
Trust shares, issued (in shares) | 54,300,000 | 54,300,000 |
Trust shares, outstanding (in shares) | 54,300,000 | 54,300,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Net sales | $ 552,592 | $ 568,235 | $ 680,639 |
Service revenues | 175,386 | 68,440 | 0 |
Total net revenues | 727,978 | 636,675 | 680,639 |
Cost of sales | 362,064 | 382,905 | 457,913 |
Cost of service revenues | 125,178 | 48,753 | 0 |
Gross profit | 240,736 | 205,017 | 222,726 |
Operating expenses: | |||
Selling, general and administrative expense | 136,399 | 128,190 | 116,549 |
Supplemental put reversal | 0 | 0 | (45,995) |
Management fees | 25,658 | 21,872 | 17,782 |
Amortization expense | 28,761 | 23,063 | 19,350 |
Impairment expense | 0 | 0 | 0 |
Operating income | 49,918 | 31,892 | 115,040 |
Other income (expense): | |||
Interest expense, net | (25,924) | (27,060) | (19,378) |
Gain on equity method investment | 4,533 | 11,029 | 0 |
Gain on deconsolidation of subsidiary | 0 | 264,325 | 0 |
Amortization of debt issuance costs | (2,212) | (2,243) | (2,123) |
Loss on debt extinguishment | 0 | (2,143) | (1,785) |
Other expense, net | (2,323) | (677) | (111) |
Income from continuing operations before income taxes | 23,992 | 275,123 | 91,643 |
Provision for income taxes | 15,001 | 5,046 | 20,591 |
Income from continuing operations | 8,991 | 270,077 | 71,052 |
Income from discontinued operations, net of income tax | 6,981 | 21,078 | 7,764 |
Gain on sale of discontinued operations, net of income tax | 149,798 | 0 | 0 |
Net income | 165,770 | 291,155 | 78,816 |
Less: Income from continuing operations attributable to noncontrolling interest | 5,133 | 11,661 | 12,124 |
Less: Income from discontinued operations attributable to noncontrolling interest | (1,201) | 659 | (1,372) |
Amounts attributable to Holdings: | |||
Income (loss) from continuing operations | 3,858 | 258,416 | 58,928 |
Income from discontinued operations, net of income tax | 8,182 | 20,419 | 9,136 |
Gain on sale of discontinued operations, net of income tax | 149,798 | 0 | 0 |
Net income (loss) attributable to Holdings | $ 161,838 | $ 278,835 | $ 68,064 |
Basic and fully diluted income (loss) per share attributable to Holdings (refer to Note N) | |||
Continuing operations (in dollars per share) | $ (0.30) | $ 4.98 | $ 0.86 |
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Diluted Share | 2.91 | 0.40 | 0.19 |
Weighted average number of shares outstanding - basic and fully diluted | $ 2.61 | $ 5.38 | $ 1.05 |
Weighted average number of shares outstanding - basic and fully diluted | 54,300 | 49,089 | 48,300 |
Cash distribution declared per share (in dollars per share) | $ 1.44 | $ 1.44 | $ 1.44 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 165,770 | $ 291,155 | $ 78,816 |
Other comprehensive income (loss) | |||
Foreign currency translation adjustments | (7,733) | (1,959) | 612 |
Pension benefit liability, net | 471 | (1,276) | 213 |
Total comprehensive income, net of tax | $ 158,508 | $ 287,920 | $ 79,641 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity shares in Thousands, CAD in Thousands, $ in Thousands | USD ($) | Common StockUSD ($)shares | Accumulated DeficitUSD ($) | Accum. Other Comprehensive Income (Loss)USD ($) | Stockholders’ Equity Attrib. to HoldingsUSD ($) | Non- Controlling InterestUSD ($) | Non-controlling Interest of Disc. Ops.USD ($) | Noncontrolling Interest Attributable to Discontinued Operations [Member]USD ($) | CamelBakNoncontrolling Interest Attributable to Discontinued Operations [Member]USD ($) | American FurnitureNoncontrolling Interest Attributable to Discontinued Operations [Member]USD ($) | Manitoba HarvestNon- Controlling InterestCAD | Manitoba HarvestNon- Controlling InterestUSD ($) |
Beginning balance, shares at Dec. 31, 2012 | shares | 48,300 | |||||||||||
Beginning balance at Dec. 31, 2012 | $ 456,212 | $ 650,043 | $ (235,283) | $ (132) | $ 414,628 | $ 21,828 | $ 19,756 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | 78,816 | 68,064 | 68,064 | 12,124 | (1,372) | |||||||
Total comprehensive income, net | 825 | 825 | 825 | |||||||||
Noncontrolling Interest, Increase from Subsidiary Public Offering | 117,038 | $ 75,410 | 75,410 | 41,628 | ||||||||
Distribution to noncontrolling interest holders | (3,090) | 0 | (3,090) | |||||||||
Distributions paid | (69,552) | (69,552) | (69,552) | |||||||||
Distribution to Allocation Interest holders | (15,990) | (15,990) | (15,990) | |||||||||
Option activity attributable to noncontrolling shareholders | 4,676 | 3,658 | (1,018) | |||||||||
Ending balance, shares at Dec. 31, 2013 | shares | 48,300 | |||||||||||
Ending balance at Dec. 31, 2013 | 568,935 | $ 725,453 | (252,761) | 693 | 473,385 | 79,238 | 16,312 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | 291,155 | 278,835 | 278,835 | 11,661 | 659 | |||||||
Total comprehensive income, net | (3,235) | (3,235) | (3,235) | |||||||||
Trust shares, issued (in shares) | shares | 6,000 | |||||||||||
Issuance of Trust shares, net of offering costs | 99,868 | $ 99,868 | 99,868 | |||||||||
Option activity attributable to noncontrolling shareholders | 8,045 | 7,080 | 965 | |||||||||
Effect of subsidiary stock option exercise | 359 | 359 | (359) | |||||||||
Effect of deconsolidation of subsidiary | (77,287) | (359) | (359) | (76,928) | ||||||||
Distributions paid | (69,552) | (69,552) | (69,552) | |||||||||
Effect of subsidiary initial public offering | 2,275 | 2,275 | ||||||||||
Distribution to Allocation Interest holders | (11,870) | (11,870) | (11,870) | |||||||||
Ending balance, shares at Dec. 31, 2014 | shares | 54,300 | |||||||||||
Ending balance at Dec. 31, 2014 | 808,334 | $ 825,321 | (55,348) | (2,542) | 767,431 | 22,967 | 17,936 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | 165,770 | 161,838 | 161,838 | 5,133 | (1,201) | |||||||
Total comprehensive income, net | (7,262) | (7,262) | (7,262) | |||||||||
Option activity attributable to noncontrolling shareholders | 3,736 | 3,170 | $ 566 | |||||||||
Effect of subsidiary stock option exercise | 500 | 500 | ||||||||||
Effect of deconsolidation of subsidiary | $ (16,101) | $ (284) | ||||||||||
Distributions paid | (78,192) | (78,192) | (78,192) | |||||||||
Effect of subsidiary initial public offering | 7,638 | CAD 9,300 | $ 6,811 | |||||||||
Distribution to Allocation Interest holders | (17,731) | (17,731) | (17,731) | |||||||||
Ending balance, shares at Dec. 31, 2015 | shares | 54,300 | |||||||||||
Ending balance at Dec. 31, 2015 | $ 873,219 | $ 825,321 | $ 10,567 | $ (9,804) | $ 826,084 | $ 46,219 | $ 916 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Cash flows from operating activities: | |||
Net income | $ 165,770 | $ 291,155 | $ 78,816 |
Income from discontinued operations | 6,981 | 21,078 | 7,764 |
Gain on sale of discontinued operations | (149,798) | 0 | 0 |
Net income from continuing operations | 8,991 | 270,077 | 71,052 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation expense | 21,231 | 14,644 | 11,589 |
Amortization expense | 31,844 | 25,107 | 19,350 |
Impairment expense | 0 | 0 | 0 |
Amortization of debt issuance costs and original issue discount | 2,883 | 3,125 | 3,366 |
Loss on debt extinguishment | 0 | 2,143 | 1,785 |
Supplemental put reversal | 0 | 0 | (45,995) |
Unrealized loss on interest rate swap | 5,662 | 7,722 | 130 |
Noncontrolling stockholder stock based compensation | 3,171 | 3,779 | 3,665 |
Net gain on deconsolidation of subsidiary - FOX | 0 | (264,325) | 0 |
Gain on equity method investment | (4,533) | (11,029) | 0 |
Excess tax benefit from subsidiary stock options exercised | 0 | (1,662) | 0 |
Deferred taxes | (4,333) | (10,124) | (4,482) |
Other | (44) | 1,365 | 244 |
Changes in operating assets and liabilities, net of acquisitions: | |||
(Increase) decrease in accounts receivable | 13,243 | (10,675) | (12,626) |
(Increase) decrease in inventories | (1,810) | 14,859 | (19,402) |
(Increase) decrease in prepaid expenses and other current assets | 805 | 190 | (677) |
Increase (decrease) in accounts payable and accrued expenses | (8,108) | (8,948) | 13,076 |
Payment of profit allocation | 0 | 0 | (5,603) |
Net cash provided by operating activities - continuing operations | 69,002 | 36,248 | 35,472 |
Net cash provided by operating activities - discontinued operations | 15,546 | 29,239 | 33,189 |
Net cash provided by operations | 84,548 | 65,487 | 68,661 |
Net cash provided by operating activities - discontinued operations | |||
Acquisitions, net of cash acquired | (130,292) | (474,657) | (1,117) |
Purchases of property and equipment | (15,661) | (10,015) | (15,750) |
Proceeds from the FOX stock offering | 0 | 65,528 | 80,913 |
Proceeds from sale of businesses | 385,510 | 2,001 | 2,760 |
Payment of interest rate swap | (2,007) | (2,008) | 0 |
Other investing activities | (104) | (381) | 4,131 |
Net cash provided by (used in) investing activities - continuing operations | 237,446 | (419,532) | 70,937 |
Net cash used in investing activities - discontinued operations | (3,566) | (5,221) | (4,651) |
Net cash provided by (used in) investing activities | 233,880 | (424,753) | 66,286 |
Cash flows from financing activities: | |||
Proceeds from the issuance of Trust shares, net | 0 | 99,868 | 0 |
Borrowings under credit facility | 197,000 | 677,000 | 117,500 |
Repayments under credit facility | (369,975) | (426,275) | (106,275) |
Distributions paid | (78,192) | (69,552) | (69,552) |
Net proceeds provided by noncontrolling shareholders | 14,949 | 4,025 | 36,122 |
Distributions paid to noncontrolling shareholders - Allocation Interests | (17,731) | (11,870) | (19,081) |
Debt issuance costs | (440) | (7,370) | (2,697) |
Excess tax benefit on stock-based compensation | 0 | 1,662 | 0 |
Other | 32 | (2,001) | (139) |
Net cash (used in) provided by financing activities | (254,357) | 265,487 | (44,122) |
Foreign currency impact on cash | (1,905) | (955) | 450 |
Net increase (decrease) in cash and cash equivalents | 62,166 | (89,526) | 94,988 |
Cash and cash equivalents — beginning of period (1) | 21,946 | 113,229 | 18,241 |
Cash and cash equivalents — end of period (2) | 85,240 | 21,946 | $ 113,229 |
Cash and Cash Equivalents, at Carrying Value, Including Discontinued Operations | $ 85,869 | $ 23,703 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Organization and Business Operations Compass Diversified Holdings, a Delaware statutory trust (“the Trust”), was incorporated in Delaware on November 18, 2005. Compass Group Diversified Holdings, LLC, a Delaware limited liability Company (the “Company”), was also formed on November 18, 2005 with equity interests which were subsequently reclassified as the “Allocation Interests”. The Trust and the Company were formed to acquire and manage a group of small and middle-market businesses headquartered in North America. In accordance with the amended and restated Trust Agreement, dated as of April 25, 2006 (the “Trust Agreement”), the Trust is sole owner of 100% of the Trust Interests (as defined in the Company’s amended and restated operating agreement, dated as of April 25, 2006 (as amended and restated, the “LLC Agreement”)) of the Company and, pursuant to the LLC Agreement, the Company has, outstanding, the identical number of Trust Interests as the number of outstanding shares of the Trust. Compass Group Diversified Holdings, LLC, a Delaware limited liability company is the operating entity with a board of directors and other corporate governance responsibilities, similar to that of a Delaware corporation. The Company is a controlling owner of seven businesses, or operating segments at December 31, 2015 . 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” or "Sterno Products"). The segments are referred to interchangeably as “businesses”, “operating segments” or “subsidiaries” throughout the financial statements. Refer to "Note F - Operating Segment Data" for further discussion of the operating segments. The Company also owns a non-controlling interest of approximately 41% in Fox Factory Holding Corp. (“FOX”) which is accounted for as an equity method investment. Compass Group Management LLC, a Delaware limited liability Company (“CGM” or the “Manager”), manages the day to day operations of the Company and oversees the management and operations of our businesses pursuant to a management services agreement (“MSA”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Accounting principles The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). Basis of presentation The results of operations for the years ended December 31, 2015, 2014 and 2013 represent the results of operations of the Company’s acquired businesses from the date of their acquisition by the Company, and therefore are not indicative of the results to be expected for the full year. Principles of consolidation The consolidated financial statements include the accounts of the Trust and the Company, as well as the businesses acquired as of their respective acquisition date. All significant intercompany accounts and transactions have been eliminated in consolidation. Discontinued operating entities are reflected as discontinued operations in the Company’s results of operations and statements of financial position. The acquisition of businesses that the Company owns or controls more than a 50% share of the voting interest are accounted for under the acquisition method of accounting. The amount assigned to the identifiable assets acquired and the liabilities assumed is based on the estimated fair values as of the date of acquisition, with the remainder, if any, recorded as goodwill. Discontinued Operations The Company completed the sale of its majority owned subsidiary, CamelBak Products, LLC ("CamelBak") during the third quarter of 2015 and its majority owned subsidiary, American Furniture Manufacturing, Inc. ("AFM" or "American Furniture"), during the fourth quarter of 2015. The Company completed the sale of it's Tridien Medical, Inc. ("Tridien") subsidiary subsequent to year-end 2015 and have presented Tridien as a discontinued operation in the accompanying financial statements. As a result, the Company reported the results of operations of CamelBak, American Furniture and Tridien as discontinued operations in the consolidated statements of operations for all periods presented. In addition, the assets and liabilities associated with these businesses have been reclassified as discontinued operations in the consolidated balance sheets as of December 31, 2014 and 2015, as applicable. Refer to "Note D - Discontinued Operations" for additional information. Unless otherwise indicated, the disclosures accompanying the consolidated financial statements reflect the Company's continuing operations. Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. It is possible that in 2016 actual conditions could be better or worse than anticipated when the Company developed the estimates and assumptions, which could materially affect the results of operations and financial position in the future. Such changes could result in future impairment of goodwill, intangibles and long-lived assets, inventory obsolescence, establishment of valuation allowances on deferred tax assets and increased tax liabilities, among other things. Actual results could differ from those estimates. Profit Allocation Interests At the time of the Company's Initial Public Offering, the Company issued Allocation Interests governed by the LLC agreement that entitle the holders (the "Holders") to receive distributions pursuant to a profit allocation formula upon the occurrence of certain events. The Holders are entitled to receive and as such can elect to receive the positive contribution based profit allocation payment for each of the business acquisitions during the 30-day period following the fifth anniversary of the date upon which the Company acquired a controlling interest in that business (Holding Event) and upon the sale of that business (Sale Event). Payments of profit allocation to the Holders are accounted for as dividends declared on Allocation Interests and recorded in stockholders' equity once they are approved by our Board of Directors. Prior to July 2013, the Holders had the right to to cause the Company to purchase the allocation interests in accordance with the Supplemental Put Agreement upon occurrence of certain events at an amount equal to the fair value of the profit allocation which was determined using a model that multiplied trailing twelve-month EBITDA for each business unit by an estimated enterprise value multiple to determine an estimated selling price of the business unit (the "Supplemental Put Obligation"). The Company recorded the amount of the Supplemental Put Obligation as a liability in the consolidated balance sheet, and increases or decreases in this obligation as well as payments made upon a Sale Event or Holding Event, through the consolidated statement of operations. The Supplemental Put Agreement was terminated in July 2013, and the Company derecognized the liability associated with the Supplemental Put liability which resulted in Supplemental Put reversal of $46.0 million on the consolidated statement of operations during the year ended December 31, 2013. Prior to the termination of the Supplemental Put Agreement, the Company paid $5.6 million in 2013 related to a Holding Event of the FOX business. Since the FOX Holding Event in 2013 occurred prior to the termination of the Supplemental Put Agreement, the payment was accounted for as an expense in the consolidated statement of operations. Revenue recognition In accordance with authoritative guidance on revenue recognition, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery of the product or performance of services has occurred, the sellers price to the buyer is fixed and determinable, and collection is reasonably assured. Revenue is recognized upon shipment of product to the customer or performance of services for a customer, net of sales returns and allowances. Appropriate reserves are established for anticipated returns and allowances based on historical experience.Shipping and handling costs are charged to operations when incurred and are classified as a component of cost of sales. Taxes collected from customers and remitted to governmental authorities are presented on a net basis in the accompanying Consolidated Statements of Operations. Revenue is typically recorded at F.O.B. shipping point for all our businesses. Service revenue Revenue from the Company's Clean Earth business is recognized as services are rendered, generally when material is received at Clean Earth's facilities. Cash equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. At December 31, 2015 and 2014, the amount of cash and cash equivalents held by our subsidiaries in foreign bank accounts was $10.9 million and $4.9 million , respectively. Allowance for doubtful accounts The Company uses estimates to determine the amount of the allowance for doubtful accounts in order to reduce accounts receivable to their estimated net realizable value. The Company estimates the amount of the required allowance by reviewing the status of past-due receivables and analyzing historical bad debt trends. The Company’s estimate also includes analyzing existing economic conditions. When the Company becomes aware of circumstances that may impair a specific customer’s ability to meet its financial obligations subsequent to the original sale, the Company will record an allowance against amounts due, and thereby reduce the net receivable to the amount it reasonably believes will be collectible. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. Inventories Inventories consist of raw materials, work-in-process, manufactured goods and purchased goods acquired for resale. Inventories are stated at the lower of cost or market, determined on the first-in, first-out method. Cost includes raw materials, direct labor, manufacturing overhead and indirect overhead. Market value is based on current replacement cost for raw materials and supplies and on net realizable value for finished goods. Property, plant and equipment Property, plant and equipment is recorded at cost. The cost of major additions or betterments is capitalized, while maintenance and repairs that do not improve or extend the useful lives of the related assets are expensed as incurred. Depreciation is provided principally on the straight-line method over estimated useful lives. Leasehold improvements are amortized over the life of the lease or the life of the improvement, whichever is shorter. The ranges of useful lives are as follows: Buildings and improvements 15 to 25 years Machinery and equipment 2 to 25 years Office furniture, computers and software 2 to 8 years Leasehold improvements Shorter of useful life or lease term Property, plant and equipment and other long-lived assets that have definitive lives are evaluated for impairment when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable (‘triggering event’). Upon the occurrence of a triggering event, the asset is reviewed to assess whether the estimated undiscounted cash flows expected from the use of the asset plus residual value from the ultimate disposal exceeds the carrying value of the asset. If the carrying value exceeds the estimated recoverable amounts, the asset is written down to its fair value. Fair value of financial instruments The carrying value of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximate their fair value due to their short term nature. Term Debt with a carrying value of $316.5 million , net of original issue discount, at December 31, 2015 approximated fair value. The fair value is based on interest rates that are currently available to the Company for issuance of debt with similar terms and remaining maturities. If measured at fair value in the financial statements, the Term Debt would be classified as Level 2 in the fair value hierarchy. Business combinations The Company allocates the amount it pays for each acquisition to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets which arise from a contractual or legal right or are separable from goodwill. The Company bases the fair value of identifiable intangible assets acquired in a business combination on detailed valuations that use information and assumptions provided by management, which consider management’s best estimates of inputs and assumptions that a market participant would use. The Company allocates any excess purchase price that exceeds the fair value of the net tangible and identifiable intangible assets acquired to goodwill. The use of alternative valuation assumptions, including estimated growth rates, cash flows, discount rates and estimated useful lives could result in different purchase price allocations and amortization expense in current and future periods. Transaction costs associated with these acquisitions are expensed as incurred through selling, general and administrative expense on the consolidated statement of operations. In those circumstances where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the contingent payments expected to be made as of the acquisition date. The Company re-measures this liability each reporting period and records changes in the fair value through a separate line item within the consolidated statements of operations. Goodwill Goodwill represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed. The Company is required to perform impairment reviews at each of its reporting units annually and more frequently in certain circumstances. In accordance with accounting guidelines, the Company is able to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. If a company concludes that it is more likely than not that the fair value of a reporting unit is not less than its carrying amount it is not required to perform the two-step impairment test for that reporting unit. The first step of the process after the qualitative assessment fails is estimating the fair value of each of its reporting units based on a discounted cash flow (“DCF”) model using revenue and profit forecast and a market approach which compares peer data and earnings multiples. The Company then compares those estimated fair values with the carrying values, which include allocated goodwill. If the estimated fair value is less than the carrying value, a second step is performed to compute the amount of the impairment by determining an “implied fair value” of goodwill. The determination of a reporting unit’s “implied fair value” of goodwill requires the allocation of the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit. Any unallocated fair value represents the “implied fair value” of goodwill, which is then compared to its corresponding carrying value. The Company cannot predict the occurrence of certain future events that might adversely affect the implied value of goodwill and/or the fair value of intangible assets. Such events include, but are not limited to, strategic decisions made in response to economic and competitive conditions, the impact of the economic environment on its customer base, and material adverse effects in relationships with significant customers. The impact of over-estimating or under-estimating the implied fair value of goodwill at any of the reporting units could have a material effect on the results of operations and financial position. In addition, the value of the implied goodwill is subject to the volatility of the Company’s operations which may result in significant fluctuation in the value assigned at any point in time. Refer to "Note H - Goodwill and Intangible Assets" for the results of the annual impairment tests. Deferred debt issuance costs Deferred debt issuance costs represent the costs associated with the issuance of debt instruments and are amortized over the life of the related debt instrument. Product Warranty Costs The Company recognizes warranty costs based on an estimate of the amounts required to meet future warranty obligations. The Company accrues an estimated liability for exposure to warranty claims at the time of a product sale based on both current and historical claim trends and warranty costs incurred. Warranty reserves are included within "Accrued expenses" in the Company's consolidated balance sheets. Foreign currency For the Company’s segments with certain operations outside the United States, the local currency is the functional currency, and the financial statements are translated into U.S. dollars using exchange rates in effect at year-end for assets and liabilities and average exchange rates during the year for results of operations. The resulting translation gain or loss is included in stockholder’s equity as other comprehensive income or loss. During the current year, the Company acquired a Canadian subsidiary, Manitoba Harvest, and is exposed to transactional foreign currency gains and losses related to the issuance of inter-company loans in the Canadian dollar, the functional currency of Manitoba Harvest. Foreign currency transactional gains and losses are included in the results of operations and are generally classified as Other Income (Expense). Foreign currency transaction losses of approximately $2.6 million were recognized during 2015 related to changes in the Canadian dollar subsequent to our acquisition of Manitoba Harvest. Derivatives and hedging The Company utilizes interest rate swaps (derivative) to manage risks related to interest rates on the term loan portion of their Credit Facility. The Company has not elected hedge accounting treatment for the existing interest rate derivatives entered into as part of the Credit Facility. Refer to "Note J - Debt" for more information on the Company’s Credit Facility. Noncontrolling interest Noncontrolling interest represents the portion of a majority-owned subsidiary’s net income that is owned by noncontrolling shareholders. Noncontrolling interest on the balance sheet represents the portion of equity in a consolidated subsidiary owned by noncontrolling shareholders. Deferred income taxes Deferred income taxes are calculated under the asset and liability method. Deferred income taxes are provided for the differences between the basis of assets and liabilities for financial reporting and income tax purposes at the enacted tax rates. A valuation allowance is established when necessary to reduce deferred tax assets to the amount that is expected to more likely than not be realized. Several of the Company’s majority owned subsidiaries have deferred tax assets recorded at December 31, 2015 which in total amount to approximately $14.8 million . These deferred tax assets are comprised primarily of reserves not currently deductible for tax purposes. The temporary differences that have resulted in the recording of these tax assets may be used to offset taxable income in future periods, reducing the amount of taxes required to be paid. Realization of the deferred tax assets is dependent on generating sufficient future taxable income at those subsidiaries with deferred tax assets. Based upon the expected future results of operations, the Company believes it is more likely than not that those subsidiaries with deferred tax assets will generate sufficient future taxable income to realize the benefit of existing temporary differences, although there can be no assurance of this. The impact of not realizing these deferred tax assets would result in an increase in income tax expense for such period when the determination was made that the assets are not realizable. Earnings per share Prior to the termination of the Supplemental Put Agreement, basic and diluted earnings per share attributable to Holdings was computed on a weighted average basis. Effective July 1, 2013, basic and fully diluted earnings per share is computed using the two-class method which requires companies to allocate participating securities that have rights to earnings that otherwise would have been available only to common shareholders as a separate class of securities in calculating earnings per share. The Company has granted Allocation Interests that contain participating rights to receive profit allocations upon the occurrence of a Holding Event or a Sale Event. The calculation of basic and fully diluted earnings per share reflects the effect of dividends that were declared and paid to the Holders subsequent to the termination of the Supplemental Put Agreement and the incremental increase in the profit allocation distribution to the Holders related to Holding Events during the period. The weighted average number of Trust shares outstanding for 2015 was computed based on 54,300,000 shares outstanding for the period from January 1 st through December 31 st . The weighted average number of Trust shares outstanding for fiscal 2014 was computed based on 48,300,000 shares outstanding for the period from January 1, 2014 through November 14, 2014 and 6,000,000 additional shares outstanding from November 14, 2014 through December 31, 2014 issued in connection with a public share offering. The weighted average number of Trust shares outstanding for fiscal 2013 was computed based on 48,300,000 shares outstanding for the period from January 1 st through December 31 st . The Company did not have any stock option plans or any other potentially dilutive securities outstanding during the years ended December 31, 2015, 2014 and 2013. Advertising costs Advertising costs are expensed as incurred and included in selling, general and administrative expense in the consolidated statements of operations. Advertising costs were $11.8 million , $11.0 million and $10.2 million during the years ended December 31, 2015, 2014 and 2013, respectively. Research and development Research and development costs are expensed as incurred and included in selling, general and administrative expense in the consolidated statements of operations. The Company incurred research and development expense of $2.1 million , $9.5 million and $12.3 million during the years ended December 31, 2015, 2014 and 2013, respectively. Employee retirement plans The Company and many of its segments sponsor defined contribution retirement plans, such as 401(k) plans. Employee contributions to the plan are subject to regulatory limitations and the specific plan provisions. The Company and its segments may match these contributions up to levels specified in the plans and may make additional discretionary contributions as determined by management. The total employer contributions to these plans were $1.6 million , $1.1 million and $0.9 million for the years ended December 31, 2015, 2014 and 2013, respectively. The Company’s Arnold Magnetics subsidiary maintains a defined benefit plan for certain of its employees which is more fully described in "Note M - Defined Benefit Plan". Accounting guidelines require employers to recognize the overfunded or underfunded status of defined benefit pension and postretirement plans as assets or liabilities in their consolidated balance sheets and to recognize changes in that funded status in the year in which the changes occur as a component of comprehensive income. Seasonality Earnings of certain of the Company’s operating segments are seasonal in nature. Earnings from 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 lower 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. Stock based compensation The Company does not have a stock based compensation plan; however, certain of the Company’s subsidiaries maintain stock based compensation plans. During the years ended December 31, 2015, 2014 and 2013, $3.2 million , $3.8 million , and $3.7 million of stock based compensation expense was recorded to each expense category that included related salary expense in the consolidated statements of operations. As of December 31, 2015, the amount to be recorded for stock-based compensation expense in future years for unvested options is approximately $11.0 million . New Accounting Pronouncements Recently Adopted Accounting Pronouncements In April 2014, the Financial Accounting Standards Board ("FASB") issued an accounting standard update related to reporting discontinued operations and disclosures of disposals of components of an entity which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and "represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results." The new standard applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. The amendment was effective for the Company on January 1, 2015. 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 in the process of evaluating the future impact of the new standard on our consolidated financial statements. In November 2015, the 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 intends to early adopt this guidance, effective for interim reporting periods beginning in 2016. At December 31, 2015, the Company had $6.1 million classified as current 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. Accordingly, the standard is effective for the Company on January 1, 2016. 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 Company does not expect the adoption of this standard to have a material impact 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 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. The Company does not expect the adoption of this standard to have a material impact on our consolidated financial statements. In April 2015, the FASB issued an accounting standard update intended to simplify the presentation of debt issuance costs in the balance sheet. The new guidance requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Accordingly, the standard is effective for the Company on January 1, 2016. The Company does not expect the adoption of this standard to have a material impact on our consolidated financial statements. At December 31, 2015, the total net deferred financing cost is $9.5 million , which will be presented as a reduction of the associated debt effective January 1, 2016 in the consolidated balance sheet. 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 of Businesses
Acquisition of Businesses | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisition of Businesses | Acquisition of Businesses 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") pursuant to a stock purchase agreement (the "Manitoba Harvest Purchase Agreement") among the Buyer, Manitoba Harvest, Mike Fata, as the Stockholders’ Representative and the Signing Stockholders (as such term is defined in the Manitoba Harvest Purchase Agreement), entered into previously on June 5, 2015. Subsequent to the closing, 1037269 B.C. Ltd. merged with and into Manitoba Harvest. Headquartered in Winnipeg, Manitoba, Manitoba Harvest is a branded, hemp-based food seller. Manitoba Harvest’s products are currently carried in approximately 7,000 retail stores across the U.S. and Canada. The Company’s hemp-exclusive, 100% all-natural product lineup includes hemp hearts, hemp oil and protein powder. 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 ). The Company funded its portion of the acquisition price through drawings on its 2014 Revolving Credit Facility. 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) Amounts Recognized as of Acquisition Date 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, which was charged to cost of goods sold during 2015. The Company incurred $1.1 million of transaction costs in conjunction with the acquisition of Manitoba Harvest during the year ended December 31, 2015 which are included in selling, general and administrative expenses in the consolidated statements of operations. 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 $ 13,005 Indefinite Technology and processes 9,616 10 years Customer relationships 41,066 15 years $ 63,687 Acquisition of Clean Earth Holdings, Inc. On August 26, 2014, CEHI Acquisition Corp., a subsidiary of the Company, closed on the acquisition of all the issued and outstanding capital stock of Clean Earth Holdings, Inc. pursuant to a stock purchase agreement among CEHI Acquisition Corp., Clean Earth, holders of stock and options in Clean Earth, Littlejohn Fund III, L.P. and the Company, entered into on August 7, 2014. Headquartered in Hatboro, Pennsylvania, Clean Earth provides environmental services for a variety of contaminated materials including soils, dredged material, hazardous waste and drill cuttings. Clean Earth analyzes, treats, documents and recycles waste streams generated in multiple end-markets such as power, construction, oil and gas, infrastructure, industrial and dredging. Treatment includes thermal desorption, dredged material stabilization, bioremediation, physical treatment/screening and chemical fixation. Before the company accepts contaminated materials, it identifies a third party “beneficial reuse” site such as commercial redevelopment or landfill capping where the materials will be sent after they are treated. Clean Earth operates 14 permitted facilities in the Eastern U.S. Revenues from the environmental recycling facilities are generally recognized at the time of treatment. The Company made loans to and purchased a 98% controlling interest in Clean Earth. The purchase price, including proceeds from noncontrolling interest, was approximately $251.4 million . The Company funded its portion of the acquisition through drawings on its 2014 Revolving Credit Facility and cash on hand. Clean Earth management invested in the transaction along with the Company representing an approximate 2% initial noncontrolling interest on a primary and fully diluted basis. In addition to its equity investment in Clean Earth, the Company provided loans totaling approximately $146.3 million to Clean Earth as part of the transaction. The fair value of the noncontrolling interest was determined based on the enterprise value of the acquired entity multiplied by the ratio of the number of shares acquired by the minority holders to total shares. The transaction is accounted for as a business combination. CGM acted as an advisor to the Company in the acquisition and continued to provide integration services during the first year of the Company's ownership of Clean Earth. CGM received integration service fees of $2.5 million which were payable quarterly as services were rendered beginning in the quarter ending December 31, 2014. The results of operations of Clean Earth have been included in the consolidated results of operations since the date of acquisition. Clean Earth's results of operations are reported as a separate operating segment. The table below provides the recording of assets acquired and liabilities assumed as of the acquisition date. The purchase price for Clean Earth was finalized during the first quarter of 2015 when the Company recorded an adjustment of $1.1 million to record deferred tax amounts based on the state tax rate in effect for the states in which each of the intangible assets are utilized. Clean Earth (in thousands) Amounts Recognized as of Acquisition Date Assets: Cash $ 3,683 Accounts receivable, net (1) 41,821 Property, plant and equipment (2) 43,437 Intangible assets 135,939 Goodwill 109,738 Other current and noncurrent assets 8,697 Total assets $ 343,315 Liabilities and noncontrolling interest: Current liabilities $ 27,205 Other liabilities 149,760 Deferred tax liabilities 61,299 Noncontrolling interest 2,275 Total liabilities and noncontrolling interest $ 240,539 Net assets acquired $ 102,776 Noncontrolling interest 2,275 Intercompany loans to business and debt assumed 148,248 $ 253,299 Acquisition Consideration Purchase price $ 243,000 Working capital adjustment 6,616 Cash acquired 3,683 Total purchase consideration $ 253,299 Less: Transaction costs (1,935 ) Purchase price, net $ 251,364 (1) Includes $42.5 million of gross contractual accounts receivable of which $0.6 million was not expected to be collected. The fair value of accounts receivable approximated book value acquired. (2) Includes $20.9 million of property, plant and equipment basis step-up. The Company incurred $1.9 million of transaction costs in conjunction with the Clean Earth acquisition for the year ended December 31, 2014, which is included in selling, general and administrative expense in the accompanying consolidated statements of operations. The goodwill of $ 109.7 million reflects the strategic fit of Clean Earth into the Company's niche industrial businesses. The goodwill will not be deductible for tax purposes. The values assigned to the identified intangible assets were determined by discounting the estimated future cash flows associated with these assets to their present value. The intangible assets recorded in connection with the Clean Earth acquisition are as follows (in thousands) : Intangible assets Amount Estimated Useful Life Customer relationships $ 25,730 15 years Permits and Airspace 93,209 10 - 20 years Trade name 17,000 20 years $ 135,939 Acquisition of Sterno Products On October 10, 2014, the Company, through its wholly owned subsidiary business, Sternocandlelamp Holdings, Inc. (the “Purchaser”), entered into a membership interest purchase agreement (the “Sterno Purchase Agreement”) with Candle Lamp Holdings, LLC (the “Seller”), and Candle Lamp Company, LLC (“SternoCandleLamp”) pursuant to which the Purchaser acquired all of the issued and outstanding equity of Sterno (the “Acquisition”). Headquartered in Corona, California, Sterno is the leading manufacturer and marketer of portable food warming fuel and creative table lighting solutions for the foodservice industry. Sterno’s product line includes wick and gel chafing fuels, butane stoves and accessories, liquid and traditional wax candles, catering equipment and lamps. The purchase price was approximately $160.0 million . On a primary basis, CODI initially owns all of the common equity ownership in Sterno Products. In addition to its equity investment in Sterno Products, the Company provided loans totaling approximately $91.6 million to Sterno Products as part of the transaction. The transaction is accounted for as a business combination. CGM acted as an advisor to the Company in the acquisition and continued to provide integration services during the first year of the Company's ownership of Sterno Products. CGM received integration service fees of $1.5 million which was payable quarterly as services were rendered beginning in the quarter ending December 31, 2014. The results of operations of Sterno Products have been included in the consolidated results of operations since the date of acquisition. Sterno'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. Sterno Products (in thousands) Amounts Recognized as of Acquisition Date Assets: Accounts Receivable (1) $ 18,534 Inventory (2) 19,932 Property, plant and equipment (3) 18,004 Intangible assets 90,950 Goodwill 33,717 Other current and non-current assets 1,734 Total assets $ 182,871 Liabilities: Current liabilities $ 20,120 Other liabilities 91,647 Total liabilities $ 111,767 Net assets acquired $ 71,104 Intercompany loans to business 91,647 $ 162,751 Acquisition Consideration Purchase Price $ 161,500 Working Capital Adjustment 1,251 Total purchase consideration $ 162,751 Less: Transaction costs (2,765 ) Purchase price, net $ 159,986 (1) Includes $18.8 million of gross contractual accounts receivable of which $0.2 million was not expected to be collected. The fair value of accounts receivable approximates book value acquired. (2) Includes $2.0 million in inventory basis step-up, which was charged to cost of goods sold during the year ended December 31, 2014. (3) Includes $6.9 million of property, plant and equipment basis step-up. The Company incurred $2.8 million of transaction costs in conjunction with the Sterno acquisition for the year ended December 31, 2014, which is included in selling, general and administrative expense in the accompanying consolidated statements of operations. The goodwill of $33.7 million reflects strategic fit of Sterno Products into the Company's niche industrial businesses. The goodwill is expected to be deductible for tax purposes. The values assigned to the identified intangible assets were determined by discounting the estimated future cash flows associated with these assets to their present value. The intangible assets preliminarily recorded in connection with the Sterno acquisition are as follows (in thousands) : Intangible assets Amount Estimated Useful Life Customer Relationships 60,140 10 years Trade name 30,810 Indefinite $ 90,950 Unaudited pro forma information The following unaudited pro forma data for the years ended December 31, 2015 and 2014 gives effect to the acquisition of Manitoba Harvest, Clean Earth and Sterno Products, as described above, as if the acquisitions had been completed as of January 1, 2014, and the sale of CamelBak and AFM as if the dispositions had been completed as of January 1, 2014. The pro forma data gives effect to historical operating results with adjustments to interest expense, amortization and depreciation expense, management fees and related tax effects. The information is provided for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred if the transaction had been consummated on the date indicated, nor is it necessarily indicative of future operating results of the consolidated companies, and should not be construed as representing results for any future period. Year Ended December 31, (in thousands) 2015 2014 Net revenues $ 828,547 $ 939,707 Operating income 39,892 40,952 Net income from continuing operations (1,941 ) 255,266 Net income from continuing operations attributable to Holdings (5,320 ) 243,629 Basic and fully diluted net income per share attributable to Holdings (0.48 ) 4.67 Other acquisitions 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 December 31, 2015. The Company expects to finalize the purchase price allocation for HOCI during 2016 within the measurement period. Clean Earth On December 15, 2014, the Company's Clean Earth subsidiary completed the acquisition of American Environmental Services, Inc. ("AES"), for a purchase price of approximately $16.6 million . AES provides environmental services, managing hazardous and non-hazardous waste from off-site generators. AES has two fully permitted hazardous waste facilities located in Calvert City, Kentucky and Morgantown, West Virginia, serving industrial and government customers across the region. The acquisition expanded Clean Earth's customer base and geographic market penetration. FOX On March 31, 2014, FOX acquired certain assets and assumed certain liabilities of Sport Truck, USA, Inc. ("Sport Truck"), a privately held global distributor of its own branded aftermarket suspension solutions and a reseller of FOX products. The transaction was accounted for as a business combination. FOX paid cash consideration of approximately $40.8 million . The purchase price of Sport Truck was allocated to the assets acquired and liabilities assumed based on their respective fair values as of the date of acquisition with the excess purchase price allocated to goodwill. On October 31, 2013, FOX completed the acquisition of certain assets of its Germany based distributor and service center. The acquisition was accounted for as a business combination. The total consideration transferred for the acquisition was $2.5 million and consisted of cash paid at closing of $1.1 million and $1.2 million of cash paid in 2014. The total consideration was reduced by the effective settlement of trade receivables and payables in the amount of $0.2 million , resulting in a net purchase price of $2.3 million . The net assets acquired in the acquisitions by FOX in 2014 and 2013 were included in the balance of FOX that was deconsolidated as a result of the Company's ownership in FOX falling to 41% in July 2014. Refer to "Note E - Equity Method Investment". |
Equity Method Investment
Equity Method Investment | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Equity Method Investment | Deconsolidation of FOX On August 13, 2013, the Company's FOX operating segment completed an initial public offering (the "FOX IPO") of its common stock pursuant to a registration statement on Form S-1 with the Securities and Exchange Commission (the "SEC"). In the FOX IPO, FOX sold 2,857,143 shares and certain of its shareholders sold 7,000,000 shares (including 5,800,238 shares held by the Company) at an initial offering price of $15.00 per share. FOX trades on the NASDAQ stock market under the ticker “FOXF”. The Company received approximately $80.9 million in net proceeds from the sale of their shares. The Company’s ownership interest in FOX was reduced from 75.8% to 53.9% on a primary basis and from 70.6% to 49.8% on a fully diluted basis as a result of the FOX IPO. The following table details the amounts recorded in the consolidated statement of stockholders’ equity during the year ended December 31, 2013 as a result of the FOX IPO (in thousands) : Trust Shares NCI Total Effect of FOX IPO proceeds $ 73,421 $ 36,125 $ 109,546 Effect of FOX IPO proceeds on NCI (1) — 7,492 7,492 Effect of FOX IPO on majority trust shares (2) 1,989 (1,989 ) — $ 75,410 $ 41,628 $ 117,038 (1) Represents the effect on noncontrolling shareholders resulting from the Company’s proceeds from the FOX IPO, as determined based on the proportionate interest of the carrying value of FOX. (2) Represents the majority ownership effect on the Company resulting from the FOX IPO. On July 10, 2014, FOX filed a registration statement on Form S-1 with the SEC for a public offering of its common stock (the "FOX Secondary Offering") held by certain stockholders (the "Selling Stockholders"). The Selling Stockholders sold 5,750,000 shares of FOX common stock in the FOX Secondary Offering, which included an underwriters' option to purchase an additional 750,000 shares, at an offering price of $15.50 per share. The Company sold 4,466,569 shares of FOX common stock, including 633,955 shares sold in connection with the underwriters' exercise of their full option to purchase additional shares of common stock, and received net proceeds from the sale of approximately $65.5 million . As a result of the sale of the shares by the Company in the FOX Secondary Offering, the Company's ownership interest in FOX decreased to approximately 41% , which resulted in the deconsolidation of the FOX operating segment in the Company's consolidated financial statements effective as of the date of the FOX Secondary Offering. As a result of the deconsolidation of FOX subsequent to the FOX Secondary Offering, the Company recognized a total gain of approximately $264.3 million . The $264.3 million gain on the deconsolidation of FOX was comprised of a gain related to the retained interest in FOX of $188.0 million that was calculated based on the fair value of the Company's retained interest of approximately 41% in FOX less the retained interest in the net assets of FOX as of the date of consolidation, and $76.2 million related to the sold interest in FOX. Subsequent to the sale of the shares in the FOX Secondary Offering, the Company owns approximately 15.1 million shares of FOX common stock. The Company has elected to account for its investment in FOX at fair value using the equity method beginning on the date that the investment became subject to the equity method of accounting. The Company uses the equity method of accounting when it has the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. For equity method investments which the Company has elected to measure at fair value, unrealized gains and losses are reported in the consolidated statement of operations as gain (loss) from equity method investments. Investment in FOX The Company owns approximately 41% of the outstanding equity of FOX, and has elected to account for its investment in FOX at fair value using the equity method beginning on the date the investment became subject to the equity method of accounting. The following table reflects the year to date activity from our investment in FOX for 2015 and 2014 from the date of deconsolidation (in thousands): Year ended December 31, 2015 2014 Balance January 1st $ 245,214 $ — Effect of deconsolidation — 234,185 Gain on investment 4,533 11,029 Balance December 31st $ 249,747 $ 245,214 The results of operations and balance sheet information of the Company's FOX investment are summarized below: Condensed Income Statement information: Year ended December 31, 2015 2014 (1) Net revenue $ 366,798 $ 306,734 Gross profit 112,042 94,420 Operating income 35,344 34,623 Net income 24,954 27,686 Condensed Balance Sheet information: December 31, 2015 December 31, 2014 Current assets $ 131,941 $ 112,609 Non-current assets 146,556 145,828 $ 278,497 $ 258,437 Current liabilities $ 74,017 $ 60,825 Non-current liabilities 52,220 68,806 Stockholders' equity 152,260 128,806 $ 278,497 $ 258,437 (1) The condensed income statement information included in the table above for 2014 reflects Fox's results of operations for the full fiscal year ending December 31, 2014. FOX's results of operations for the period from January 1, 2014 through July 10, 2014, the date of deconsolidation, are included in the results of operations of the Company for the year ending December 31, 2014. The following table summarizes FOX's results of operations that are included in the Company's consolidated results of operations for the period from January 1, 2014 through July 10, 2014, the date of deconsolidation, and for the year ended December 31, 2013 ( in thousands ): Year ended December 31, 2014 2013 Net revenue $ 149,995 $ 272,746 Gross profit 46,294 80,129 Operating income 17,294 38,781 Net income 15,047 24,102 Arnold Magnetics Joint Venture Arnold Magnetics is a 50% partner in a China rare earth mine-to-magnet joint venture. Arnold Magnetics accounts for its activity in the joint venture utilizing the equity method of accounting. Gains and losses from the joint venture were not material for the years ended December 31, 2015, 2014 and 2013. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
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. Under the terms of the LLC agreement, the Allocation Member has the right to defer a portion of the distribution for the CamelBak sale. The Allocation member deferred the profit allocation from the sale of CamelBak and the loss from the sale of American Furniture was used to net the calculation of the high water mark from the Camelback sale. The result was a net distribution of $14.6 million that was paid during the fourth quarter of 2015. (Refer to "Note N - Stockholders' Equity" for a discussion of the profit allocation paid as a result of the sale of CamelBak.) The Company recognized a gain of $164.0 million , net of tax, during 2015 as a result of the sale of CamelBak, which is subject to final settlement during 2016. Summarized operating results for CamelBak for the previous years through the date of disposition were as follows (in thousands): (in thousands) For the period January 1, 2015 through disposition Year ended December 31, 2014 Year ended December 31, 2013 Net sales $ 96,519 $ 148,675 $ 139,943 Gross profit 41,415 62,672 61,355 Operating income 14,348 17,913 17,919 Income from continuing operations before income taxes 16,607 18,266 17,953 Provision for income taxes 5,010 3,144 2,198 Income from discontinued operations (1) $ 11,597 $ 15,122 $ 15,755 (1) The results for the periods from January 1, 2015 through disposition, the year ended December 31, 2014 and the year ended December 31, 2013, exclude $5.4 million , $10.5 million and $11.7 million , respectively, of intercompany interest expense. 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 . This loss was recognized during the quarter ended September 30, 2015 based on the initial write-down of American Furniture's carrying amounts to fair value. Summarized operating results for American Furniture for the previous years through the date of disposition were as follows (in thousands): (in thousands) For the period January 1, 2015 through disposition Year ended December 31, 2014 Year ended December 31, 2013 Net sales $ 122,420 $ 129,696 $ 104,885 Gross profit 11,613 11,817 8,314 Operating income 4,126 3,661 175 Income from continuing operations before income taxes 4,134 3,757 193 Provision for income taxes 81 28 13 Income from discontinued operations (1) $ 4,053 $ 3,729 $ 180 (1) The results for the periods from January 1, 2015 through disposition, the year ended December 31, 2014 and the year ended December 31, 2013, exclude $1.5 million , $2.2 million and $1.9 million , respectively, of intercompany interest expense. Sale of Tridien On September 21, 2016, the Company sold its majority owned subsidiary, Tridien, based on an enterprise value of $25 million . After the allocation of sale proceeds to non-controlling interest holders and the payment of transaction expenses, the Company received approximately $22.7 million in net proceeds related to its debt and equity interests in Tridien. The Company recognized a gain of $1.5 million in September 2016 as a result of the sale of Tridien. Approximately $1.6 million of the proceeds received by the Company from the sale of Tridien have been reserved as support for the Company's indemnification obligations for future claims against Tridien that the Company may be liable for under the terms of the Tridien sale agreement. Summarized operating results for Tridien for the previous years through December 31, 2015 were as follows: (in thousands) Year ended December 31, 2015 Year ended December 31, 2014 Year ended December 31, 2013 Net sales $ 77,406 $ 67,254 $ 60,073 Gross profit 64,269 53,090 46,636 Operating income (loss) (8,703 ) 2,191 (10,227 ) Income (loss) from continuing operations before income taxes (8,696 ) 2,274 (10,244 ) Provision (benefit) for income taxes (27 ) 47 (2,073 ) Income (loss) from discontinued operations (1) $ (8,669 ) $ 2,227 $ (8,171 ) (1) The results for the years ended December 31, 2015, December 31, 2014 and December 31, 2013 exclude $1.1 million , $1.2 million and $1.2 million , respectively, of intercompany interest expense. The following table presents summary balance sheet information for Tridien business held for sale as of December 31, 2015, and of the CamelBak, American Furniture and Tridien businesses held for sale as of December 31, 2014 (in thousands) : December 31, 2015 December 31, 2014 Tridien CamelBak American Furniture Tridien Total Assets: Cash $ 629 $ 975 $ 781 $ — $ 1,756 Accounts receivable, net 8,411 22,492 16,191 6,995 $ 45,678 Inventories 8,465 27,511 25,395 6,972 $ 59,878 Prepaid expenses and other current assets 1,267 4,627 364 782 $ 5,773 Current assets held for sale $ 18,772 $ 55,605 $ 42,731 $ 14,749 $ 113,085 Property, plant and equipment, net 2,102 7,987 903 1,879 10,769 Goodwill 7,834 5,546 — 16,762 22,308 Intangible assets, net 2,717 162,761 368 4,722 167,851 Other non-current assets 170 2,262 — 256 2,518 Noncurrent assets held for sale $ 12,823 $ 178,556 $ 1,271 $ 23,619 $ 203,446 Liabilities: Accounts payable 4,264 6,431 6,468 3,991 16,890 Accrued expenses and other current liabilities 4,191 9,834 1,640 2,791 14,265 Current liabilities held for sale $ 8,455 $ 16,265 $ 8,108 $ 6,782 $ 31,155 Deferred income taxes 110 6,115 — 265 6,380 Other noncurrent liabilities — 548 — — 548 Noncurrent liabilities held for sale $ 110 $ 6,663 $ — $ 265 $ 6,928 Noncontrolling interest of discontinued operations $ 916 $ 14,932 $ 260 $ 2,744 $ 17,936 |
Operating Segment Data
Operating Segment Data | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Operating Segment Data | Operating Segment Data At December 31, 2015, 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 from which each segment derives its revenues is as follows: • Ergobaby , headquartered in Los Angeles, California, is a designer, marketer and distributor of wearable baby carriers and related baby wearing products, as well as stroller travel systems and accessories. Ergobaby offers a broad range of wearable baby carriers, stroller travel systems and related products that are sold through more than 450 retailers and web shops in the United States and throughout the world. Ergobaby has two main product lines: baby carriers (baby carriers and accessories) and infant travel systems (strollers and accessories). • Liberty Safe is a designer, manufacturer and marketer of premium home and gun safes in North America. From it’s over 314,000 square foot manufacturing facility, Liberty produces a wide range of home and gun safe models in a broad assortment of sizes, features and styles. Liberty is headquartered in Payson, Utah. • Manitoba Harvest is a pioneer and leader in the manufacture and distribution of branded, hemp based food products. 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 global manufacturer of engineered magnetic solutions for a wide range of specialty applications and end-markets, including energy, medical, aerospace and defense, consumer electronics, general industrial and automotive. Arnold Magnetics produces high performance permanent magnets (PMAG), flexible magnets (FlexMag) and precision foil products (Precision Thin Metals) that are mission critical in motors, generators, sensors and other systems and components. Based on its long-term relationships, the company has built a diverse and blue-chip customer base totaling more than 2,000 clients worldwide. Arnold Magnetics is headquartered in Rochester, New York. • Clean Earth provides environmental services for a variety of contaminated materials including soils dredged materials, hazardous waste and drill cuttings. Clean Earth analyzes, treats, documents and recycles waste streams generated in multiple end markets such as power, construction, oil and gas, infrastructure, industrial and dredging. Clean Earth is headquartered in Hatsboro, Pennsylvania and operates 14 facilities in the eastern United States. • Sterno Products is a manufacturer and marketer of portable food warming fuel and creative table lighting solutions for the food service industry. Sterno'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. The tabular information that follows shows data for each of the operating segments reconciled to amounts reflected in the consolidated financial statements. The operations of each of the operating segments are included in consolidated operating results as of their date of acquisition. FOX was an operating segment of the Company until July 10, 2014, when FOX was deconsoldiated and became an equity method investment. The results of operations of FOX are included in the disaggregated revenue and other financial data presented for the year ending December 31, 2014 for the period from January 1, 2014 through July 10, 2014. Segment profit is determined based on internal performance measures used by the Chief Executive Officer to assess the performance of each business. All our operating segments are deemed reporting units for purposes of annual or event-driven goodwill impairment testing, with the exception of Arnold Magnetics which has three reporting units (PMAG, FlexMag and Precision Thin Metals). Segment profit excludes certain charges from the acquisitions of the Company’s initial businesses not pushed down to the segments which are reflected in the Corporate and other line item. There were no significant inter-segment transactions. A disaggregation of the Company’s consolidated revenue and other financial data for the years ended December 31, 2015, 2014 and 2013 is presented below (in thousands) : Year ended December 31, Net sales of operating segments 2015 2014 2013 Ergobaby $ 86,506 $ 82,255 $ 67,340 FOX — 149,995 272,746 Liberty 101,146 90,149 126,541 Manitoba Harvest 17,423 — — ACI 87,532 85,918 87,406 Arnold Magnetics 119,994 123,205 126,606 Clean Earth 175,386 68,440 — Sterno Products 139,991 36,713 — Total 727,978 636,675 680,639 Reconciliation of segment revenues to consolidated revenues: Corporate and other — — — Total consolidated revenues $ 727,978 $ 636,675 $ 680,639 Geographic Information International Revenues Revenues from geographic locations outside the United States were material for the following segments: Ergobaby, Manitoba Harvest, Arnold and Sterno Products, in each of the periods presented. Revenue attributable to Canada represented approximately 14.6% of total international revenue in 2015. Revenue attributable to any other individual foreign country is not material in 2015. Revenue attributable to any individual foreign countries was not material in 2014 or 2013. The international revenues from FOX in 2014 are for the period from January 1, 2014 through July 10, 2014, the date of deconsolidation. There were no significant inter-segment transactions. Year ended December 31, International revenues 2015 2014 2013 Ergobaby $ 48,237 $ 46,702 $ 40,322 FOX — 79,306 176,633 Manitoba Harvest 8,733 — — Arnold Magnetics 44,187 55,591 61,406 Sterno Products 3,575 2,137 — Total international revenues $ 104,732 $ 183,736 $ 278,361 Identifiable Assets The acquisition of Manitoba Harvest in July 2015 and HOCI in December 2015 resulted in identifiable assets located internationally in Canada. At December 31, 2015, Manitoba Harvest had $148.1 million in total assets, including $17.6 million of property, plant and equipment. Year ended December 31, Profit (loss) of operating segments (1) 2015 2014 2013 Ergobaby $ 22,157 $ 18,147 $ 12,616 FOX — 17,292 38,781 Liberty 11,858 (2,717 ) 12,458 Manitoba Harvest (2) (6,150 ) — — ACI 24,144 22,455 22,945 Arnold Magnetics 7,584 7,095 8,914 Clean Earth (3) 11,013 2,737 — Sterno Products (4) 13,200 (1,810 ) — Total 83,806 63,199 95,714 Reconciliation of segment profit to consolidated income (loss) from continuing operations before income taxes: Interest expense, net (25,924 ) (27,060 ) (19,378 ) Other income (expense), net (2,323 ) (593 ) (123 ) Gain on equity method investment 4,533 11,029 — Corporate and other (5) (36,100 ) 228,548 15,430 Total consolidated income (loss) from continuing operations before income taxes $ 23,992 $ 275,123 $ 91,643 (1) Segment profit (loss) represents operating income (loss). (2) Results from the year ended December 31, 2015 include $1.1 million of acquisition related costs in connection with the acquisition of Manitoba Harvest, $0.4 million acquisition related costs in connection with Manitoba Harvest's acquisition of HOCI, $3.1 million of cost of goods sold expense related to the amortization of the step-up in inventory basis resulting from the purchase price allocation of Manitoba Harvest, and $0.5 million in integration service fees paid to CGM. (3) The year ended December 31, 2014 includes $1.9 million of acquisition related costs incurred in connection with the acquisition of Clean Earth, and $0.6 million in integration service fees paid to CGM. The year ended December 31, 2015 includes $1.9 million in integration service fees paid to CGM. (4) The year ended December 31, 2014 includes $2.8 million of acquisition related costs incurred in connection with the acquisition of Sterno, $2.0 million of cost of goods sold expense related to the amortization of the step-up in inventory basis resulting from the purchase price allocation of Sterno, and $0.4 million in integration service fees paid to CGM. The year ended December 31, 2015 includes $1.1 million in integration service fees paid to CGM. (5) Primarily relates to the gain on the deconsolidation of FOX during 2014, the supplemental put reversal as a result of termination of the MSA during 2013, and management fees expensed and payable to CGM. Accounts receivable December 31, 2015 December 31, 2014 Ergobaby $ 8,076 $ 9,671 Liberty 12,941 11,376 Manitoba Harvest 5,512 — ACI 5,946 5,730 Arnold Magnetics 15,083 15,664 Clean Earth 42,291 52,059 Sterno Products 19,508 21,113 Total 109,357 115,613 Reconciliation of segment to consolidated totals: Corporate and other — — Total 109,357 115,613 Allowance for doubtful accounts (3,447 ) (3,756 ) Total consolidated net accounts receivable $ 105,910 $ 111,857 Identifiable Assets Depreciation and Amortization December 31 Year ended December 31, 2015 (1) 2014 (1) 2015 2014 2013 Ergobaby $ 62,436 $ 65,309 $ 3,475 $ 3,832 $ 3,686 FOX — — — 4,785 7,759 Liberty 31,395 34,139 3,518 6,250 6,173 Manitoba Harvest 88,541 — 5,192 — — ACI 17,275 19,334 2,996 4,606 4,930 Arnold Magnetics 72,310 77,610 8,766 8,528 8,135 Clean Earth 185,087 203,939 20,410 6,605 — Sterno Products 121,910 126,301 7,963 4,643 — Total 578,954 526,632 52,320 39,249 30,683 Reconciliation of segment to consolidated total: Corporate and other identifiable assets 318,534 255,538 755 501 253 Assets of discontinued operations 31,595 316,531 — — — Amortization of debt issuance costs and original issue discount — — 2,883 3,125 3,366 Total $ 929,083 $ 1,098,701 $ 55,958 $ 42,875 $ 34,302 (1) Does not include accounts receivable balances per schedule above or goodwill balances. |
Property, Plant and Equipment a
Property, Plant and Equipment and Inventory | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment and Inventory | Property, Plant, Equipment and Inventory Property, plant and equipment Property, plant and equipment is comprised of the following ( in thousands ): December 31, December 31, Machinery and equipment $ 126,850 $ 107,098 Office furniture, computers and software 8,771 5,942 Leasehold improvements 7,582 5,391 Buildings and land 31,856 25,096 175,059 143,527 Less: accumulated depreciation (59,111 ) (38,425 ) Total $ 115,948 $ 105,102 Depreciation expense was approximately $21.2 million , $14.6 million and $11.6 million for the years ended December 31, 2015, 2014 and 2013, respectively. Inventory Inventory is comprised of the following ( in thousands ): December 31, December 31, Raw materials and supplies $ 23,604 $ 19,868 Work-in-process 8,764 6,949 Finished goods 31,196 28,630 Less: obsolescence reserve (3,659 ) (4,111 ) Total $ 59,905 $ 51,336 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill represents the difference between purchase cost and the fair value of net assets acquired in business acquisitions. Indefinite lived intangible assets, representing trademarks and trade names, are not amortized unless their useful life is determined to be finite. Long-lived intangible assets are subject to amortization using the straight-line method. Goodwill and indefinite lived intangible assets are tested for impairment annually as of March 31 st of each year and more often if a triggering event occurs, by comparing the fair value of each reporting unit to its carrying value. Each of the Company’s businesses represents a reporting unit except Arnold, which is comprised of three reporting units. 2015 Annual goodwill impairment testing The Company uses a qualitative approach to test goodwill for impairment by first assessing qualitative factors to determine whether it is more-likely than-not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step evaluation including, in part, the 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 for operating income, net income and adjusted EBITDA, operating costs and cost impacts, as well as issues or events specific to the reporting unit. At March 31, 2015, we determined that Liberty and two of the three reporting units at Arnold, PMAG and Flexmag , required further quantitative testing (step 1) because we could not conclude that the fair value of the reporting units exceeds their 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. In the first step of the goodwill impairment test, we compare the fair value of each reporting unit to its carrying amount. We estimate the fair value of our reporting units using either an income approach or a market approach, or, where applicable, a weighting of the two methods. Under the income approach, we estimate the fair value of a reporting unit based on the present value of future cash flows. Cash flow projections are based on Management's estimate of revenue growth rates and operating margins and take into consideration industry and market conditions as well as company specific economic factors. The discount rate used is based on the weighted average cost of capital adjusted for the relevant risk associated with the business specific characteristics and the uncertainty associated with the reporting unit's ability to execute on the projected cash flows. Under the market approach, we estimate fair value based on market multiples of revenue and earnings derived from comparable public companies with operating and investment characteristics that are similar to the reporting unit. We weigh the fair value derived from the market approach depending on the level of comparability of these public companies to the reporting unit. When market comparables are not meaningful or available, we estimate the fair value of the reporting unit using only the income approach. For the step 1 quantitative impairment test at Liberty, we utilized both the income approach and the market approach, with a 50% weighting assigned to each method. The weighted average cost of capital used in the income approach at Liberty was 13.8%. For the step 1 quantitative impairment test at the PMAG and Flexmag reporting units of Arnold, we used only an income approach as we determined that the guideline public company comparables for both units were not representative of these reporting units' markets. In the income approach, we used a weighted average cost of capital of 13.6% for PMAG and 14.6% for Flexmag. Results of the quantitative testing of the Liberty reporting unit and Arnold's PMAG and Flexmag reporting units indicated that the fair value of these reporting units exceeded their carrying value. 2015 Indefinite Lived Intangible Asset Impairment Testing We use 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. Our indefinite-lived intangible assets consist of trade names with a carrying value of approximately $72.3 million at December 31, 2015. The results of the qualitative analysis of our indefinite lived intangible assets, which we completed during the quarter ended June 30, 2015, indicated that the fair value of the indefinite lived intangible assets exceeded their carrying value. 2014 Annual Goodwill Impairment Testing At March 31, 2014, the Company elected to use the qualitative assessment alternative to test goodwill for impairment for each of the reporting units that maintain a goodwill carrying value. The Company determined that two of Arnold’s three reporting units required further quantitative testing (Step 1) since the Company could not conclude that the fair value of Arnold’s reporting units exceeded their carrying values based solely on qualitative factors. Results of the quantitative analysis indicated that the fair value of these reporting units exceeds their carrying value. The fair value of the reporting unit was determined utilizing a discounted cash flow methodology ("DCF") on both an income and market approach for the Flexmag reporting unit and the income approach for Precision Thin Metals reporting unit. A representative market does not exist for Precision Thin metals. The DCF utilized a weighted average cost of capital of 12.5% for Flexmag and 14.5% for Precision Thin Metals. Results of the quantitative analysis indicated that the fair value of these reporting units exceeds their carrying value at March 31, 2014. 2014 Indefinite Lived Intangible Asset Impairment Testing At March 31, 2014, the Company elected to use the qualitative assessment alternative to test indefinite lived intangible assets for impairment for each of the reporting units that maintain indefinite lived intangible assets. The optional qualitative assessment permits an entity to consider events and circumstances that could affect the fair value of the indefinite-lived intangible asset and avoid the quantitative test if the entity is able to support a conclusion that the indefinite-lived intangible asset is not impaired. The Company’s indefinite-lived intangible assets consisted of trade names with a carrying value of approximately $147.6 million at March 31, 2014. Results of the qualitative analysis indicate that the fair value of the Company’s indefinite-lived intangible assets exceeded their carrying value. 2013 Annual Goodwill Impairment Test The Company completed its analysis of the 2013 annual goodwill impairment testing as of March 31, 2013. The Company elected to use the qualitative assessment alternative to test goodwill for impairment for each of the reporting units that maintain a goodwill carrying value with the exception of Arnold which required further quantitative testing (step 1), in that the Company could not conclude that the fair value of the Arnold reporting units exceeded the carrying value based on qualitative factors alone. As of March 31, 2013 the Company had concluded that the estimated fair value of each of the reporting units subject to the qualitative assessment exceeded its carrying value. In addition, based on the step 1 quantitative impairment analysis of the three reporting units at Arnold, the Company has concluded that the fair value for each of Arnold’s three reporting units exceeded its carrying amount. 2013 Annual Indefinite Lived Intangible Asset Impairment Testing At March 31, 2013, the Company elected to use the qualitative assessment alternative to test its indefinite-lived intangible assets for impairment. As of March 31, 2013, the Company concluded that the estimated fair value of each of its indefinite lived intangible assets exceeded its carrying value. The following is a summary of the net carrying amount of goodwill at December 31, 2015 and 2014 ( in thousands ): December 31, 2015 December 31, 2014 Goodwill - gross carrying amount $ 390,655 $ 336,872 Accumulated impairment losses — — Goodwill - net carrying amount $ 390,655 $ 336,872 A reconciliation of the change in the carrying value of goodwill for the years ended December 31, 2015 and 2014 are as follows (in thousands ): Corporate (1) Ergobaby FOX Liberty Manitoba Harvest ACI Arnold (2) Clean Earth Sterno Total Balance as of January 1, 2014 $ 8,649 $ 41,664 $ 31,924 $ 32,684 $ — $ 57,615 $ 51,767 $ — $ — $ 224,303 Acquisition of businesses (3) — — 13,371 144 — — — 110,633 33,716 157,864 Effect of deconsolidation of subsidiary (4) — — (45,295 ) — — — — — — (45,295 ) Balance at December 31, 2014 8,649 41,664 — 32,828 — 57,615 51,767 110,633 33,716 336,872 Acquisition of businesses (5) — — — — 55,805 404 — — — 56,209 Impairment losses — — — — — — — — — — Purchase accounting adjustments — — — — — — — 706 — 706 Foreign currency translation — — — — (3,132 ) — — — — (3,132 ) Balance as of December 31, 2015 $ 8,649 $ 41,664 $ — $ 32,828 $ 52,673 $ 58,019 $ 51,767 $ 111,339 $ 33,716 $ 390,655 (1) Represents goodwill resulting from purchase accounting adjustments not “pushed down” to the segments. This amount is allocated back to the respective segments for purposes of goodwill impairment testing. The amount of goodwill at the Corporate level relates to ACI. (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) Acquisition of businesses during the year ended December 31, 2014 for Clean Earth includes both the acquisition of Clean Earth in August 2014, and the add-on acquisition of AES by Clean Earth in December 2014. (4) As a result of the sale of shares by the Company in the FOX Secondary Offering, the Company's ownership interest in FOX decreased to approximately 41% , which resulted in the deconsolidation of the FOX operating segment from the Company's consolidated financial statements effective July 10, 2014. (5) Acquisition of businesses during the year ended December 31, 2015 includes both the acquisition of Manitoba Harvest in July 2015 ( $37.9 million ) and the Manitoba Harvest add-on acquisition of HOCI in December 2015 ( $17.9 million ). The amount allocated to goodwill for HOCI is preliminary pending finalization of our valuation efforts. Approximately $75.4 million of goodwill is deductible for income tax purposes at December 31, 2015. Other intangible assets subject to amortization are comprised of the following (in thousands): December 31, December 31, Weighted Average Useful Lives Customer relationships $ 212,454 $ 173,708 12 Technology and patents 38,230 29,308 9 Trade names, subject to amortization 25,003 24,793 17 Licensing and non-compete agreements 6,024 5,994 5 Permits and airspace (1) 98,673 98,406 13 Distributor relations and other 606 606 5 380,990 332,815 Accumulated amortization: Customer relationships (62,679 ) (47,951 ) Technology and patents (16,481 ) (13,033 ) Trade names, subject to amortization (4,639 ) (3,606 ) Licensing and non-compete agreements (5,913 ) (5,637 ) Permits and airspace (12,313 ) (3,104 ) Distributor relations and other (606 ) (606 ) Total accumulated amortization (102,631 ) (73,937 ) Trade names, not subject to amortization 72,328 60,491 Total intangibles, net $ 350,687 $ 319,369 (1) Permits and airspace intangible assets relate to the acquisition of Clean Earth in August 2014. Permits are obtained by Clean Earth for the treatment of soil and solid waste from various government municipalities and are amortized over the estimated life of the permit. Modifications of existing permits to accept new waste streams, alterations of existing permits to enhance the permit limitations, and new permits, as well as the related costs associated with obtaining, modifying or renewing the permits, are capitalized and amortized over the estimated life of the permit. Estimated charges to amortization expense of intangible assets over the next five years, is as follows, (in thousands): 2016 $ 28,538 2017 26,891 2018 26,441 2019 25,561 2020 25,315 $ 132,746 The Company’s amortization expense of intangible assets for the years ended December 31, 2015, 2014 and 2013 totaled $28.8 million , $23.1 million and $19.4 million , and respectively. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2015 and 2014 ( in thousands ): 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: Put option of noncontrolling shareholders (1) (50 ) — — (50 ) Interest rate swaps (13,483 ) — (13,483 ) — Total recorded at fair value $ 236,214 $ 249,747 $ (13,483 ) $ (50 ) Fair Value Measurements at December 31, 2014 Carrying Value Level 1 Level 2 Level 3 Assets: Equity method investment - FOX $ 245,214 $ 245,214 $ — $ — Liabilities: Put option of noncontrolling shareholders (1) (50 ) — — (50 ) Interest rate swap (9,828 ) — (9,828 ) — Total recorded at fair value $ 235,336 $ 245,214 $ (9,828 ) $ (50 ) (1) Represents put options issued to noncontrolling shareholders in connection with the Liberty acquisition. A reconciliation of the change in the carrying value of the Company’s Level 3 fair value measurements for the year ended December 31, 2015 and 2014 is as follows ( in thousands ): 2015 2014 Balance at January 1st $ (50 ) $ (50 ) Change in fair value — — Balance at December 31st $ (50 ) $ (50 ) Valuation Techniques Equity method investment The equity method investment in FOX is measured at fair value using the closing price of FOX's shares on the NASDAQ stock exchange as of the last business day in the reporting period. Since the FOX shares are traded on a public stock exchange, the fair value measurement is categorized as Level I. Options of noncontrolling shareholders: The put options of noncontrolling shareholders were determined based on inputs that were not readily available in public markets or able to be derived from information available in publicly quoted markets. As such, the Company categorized the put options of the noncontrolling shareholders as Level 3. The primary inputs associated with this valuation utilizing a Black-Scholes model are volatility of 44% , an estimated term of 5 years and the underlying price equal to a calculation based on trailing twelve months earnings before interest, taxes amortization and depreciation times a multiple established in the shareholder put option agreement. An increase or decrease in these primary inputs would not have a material impact on the determination of the fair value of these put options. Interest rate swap: The Company’s derivative instruments at December 31, 2015 consisted of over-the-counter interest rate swap contracts which are not traded on a public exchange. The fair value of the Company’s interest rate swap contracts were determined based on inputs that were readily available in public markets or could be derived from information available in publicly quoted markets. As such, the Company categorized the swaps as Level 2. Changes in the fair value of the interest rate swap liability during the year ended December 31, 2015 were expensed to interest expense on the consolidated statement of operations. Refer to "Note K - Derivative Instruments and Hedging Activities". 2014 Term Loan At December 31, 2015, the carrying value of the principal under the Company's outstanding 2014 Term Loan, including the current portion, was $320.1 million , which approximates fair value because it has a variable interest rate that reflects market changes in interest rates and changes in the Company's net leverage ratio. The estimated fair value of the outstanding 2014 Term Loan is classified as Level 2 in the fair value hierarchy. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt 2014 Credit Agreement On June 6, 2014, the Company obtained a $725 million credit facility from a group of lenders (the “2014 Credit Facility”) led by Bank of America N.A. as Administrative Agent. The 2014 Credit Facility provides for (i) a revolving credit facility of $400 million (the “2014 Revolving Credit Facility”) and (ii) a $325 million term loan (the “2014 Term Loan Facility”). The 2014 Credit Facility permits the Company to increase the 2014 Revolving Credit Facility commitment and/ or obtain additional term loans in an aggregate of up to $200 million . The 2014 Credit Agreement is secured by all of the assets of the Company, including all of its equity interests in, and loans to, its consolidated subsidiaries. The 2014 Credit Facility was amended in June 2015, primarily to allow for inter-company 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 0.5% (the “Base Rate”), plus a margin ranging from 1.00% to 1.75% based upon the Consolidated Leverage Ratio. 2014 Term Loan Facility The 2014 Term Loan Facility expires in June 2021 and requires quarterly payments of approximately $0.81 million that commenced September 30, 2014, with a final payment of all remaining principal and interest due on June 6, 2021. The 2014 Term Loan Facility was issued at an original issue discount of 99.5% of par value and bears interest at either the applicable LIBOR Rate plus 3.25% per annum, or Base Rate plus 2.25% per annum. The LIBOR Rate applicable to both base rate loans and LIBOR rate loans shall in no event be less than 1.00% at any time. Use of Proceeds The proceeds of the 2014 Term Loan Facility and advances under the 2014 Revolving Credit Facility were/will be used to (i) refinance existing indebtedness of the Company, (ii) pay fees and expense, (iii) fund acquisitions of additional businesses, (iv) fund working capital needs and (v) to fund permitted distributions. The Company used approximately $290.0 million of the 2014 Term Loan Facility proceeds to pay all amounts outstanding under the 2011 Credit Agreement and to pay the closing costs. In addition, approximately $1.2 million of the 2014 Revolving Credit Facility commitment was utilized in connection with the issuance of letters of credit. Other The 2014 Credit Facility provides for sub-facilities under the 2014 Revolving Credit Facility pursuant to which an aggregate amount of up to $100.0 million in letters of credit may be issued, as well as swing line loans of up to $25.0 million outstanding at one time. The issuance of such letters of credit and the making of any swing line loan reduces the amount available under the 2014 Revolving Credit Facility. The Company will pay (i) commitment fees on the unused portion of the 2014 Revolving Credit Facility ranging from 0.45% to 0.60% per annum based on its Consolidated Leverage Ratio, (ii) quarterly letter of credit fees, and (iii) administrative and agency fees. Debt Issuance Costs In connection with entering into the 2014 Credit Facility in which the loan syndication consisted of previous members of the syndication under the 2011 Credit Facility who either maintained or increased their position as well as new syndication members, the debt issuance costs associated with the 2011 Credit Facility and the 2014 Credit Facility were classified as either debt modification costs which have been capitalized and will be amortized over the term of the 2014 Credit Facility, or debt extinguishment costs which were recorded as an expense in the accompanying condensed consolidated statement of operations. The Company paid debt issuance costs of $7.3 million in connection with the 2014 Credit Facility (of which $0.2 million was expensed as debt modification and extinguishment costs and $7.1 million is being amortized over the term of the related debt in the 2014 Credit Facility) and recorded additional debt modification and extinguishment costs of $2.1 million to write-off previously capitalized debt issuance costs. 2011 Credit Agreement On October 27, 2011, the Company entered into a Credit Facility with a group of Lenders led by TD Securities for a $515 million credit facility, with an optional $135 million increase (the “2011 Credit Facility”). The 2011 Credit Facility provided for (i) a revolving line of credit of $290 million which was subsequently increased to $320 million (the "2011 Revolving credit Facility"), and (ii) a $225 million term loan which was subsequently increased to $279 million (the “2011 Term Loan Facility”). The 2011Term Loan Facility was issued at an original issuance discount of 96% . Amounts borrowed under the 2011 Revolving Credit Facility bore interest based on a leverage ratio defined in the credit agreement at either LIBOR plus a margin ranging from 2.5% to 3.50% , or base rate plus a margin ranging from 1.50% to 2.50% . Amounts outstanding under the 2011 Term Loan Facility bore interest at LIBOR plus 4.00% with a LIBOR floor of 1.00% , or base rate plus a margin ranging from 1.50% to 2.50% . The 2011 Revolving Credit Facility was set to mature in October 2016, and the 2011 Term Loan Facility required quarterly payments of approximately $0.71 million , with the final payment of all remaining outstanding principle and interest due in October 2017. The Company was required to pay commitment fees of 1% per annum of the unused portion of the 2011 Revolving Credit Facility. The 2011 Credit Facility was terminated in June 2014. Covenants The Company is subject to certain customary affirmative and restrictive covenants arising under the 2014 Credit Facility. The following table reflects required and actual financial ratios as of December 31, 2015 included as part of the affirmative covenants in the 2014 Credit Facility: Description of Required Covenant Ratio Covenant Ratio Requirement Actual Ratio Fixed Charge Coverage Ratio greater than or equal to 1.5:1.0 3.26:1.00 Total Debt to EBITDA Ratio less than or equal to 3.5:1.0 1.80:1.00 A breach of any of these covenants will be an event of default under the 2014 Credit Facility. Upon the occurrence of an event of default under the 2014 Credit Facility, the 2014 Revolving Credit Facility may be terminated, the 2014 Term Loan Facility and all outstanding loans and other obligations under the 2014 Credit Facility may become immediately due and payable and any letters of credit then outstanding may be required to be cash collateralized, and the Agent and the Lenders may exercise any rights or remedies available to them under the 2014 Credit Facility. Any such event would materially impair the Company’s ability to conduct its business. As of December 31, 2015, the Company was in compliance with all covenants as defined in the 2014 Credit Agreement. Letters of credit The 2014 Credit Facility allows for letters of credit in an aggregate face amount of up to $100.0 million . Letters of credit outstanding at December 31, 2015 totaled $4.2 million and at December 31, 2014 totaled $4.5 million . Letter of credit fees recorded to interest expense was $0.1 million in each of the years ended December 31, 2015, 2014 and 2013. Interest hedge The Company has two swap contracts outstanding at December 31, 2015. One swap contract hedges $200 million of outstanding debt through 2016, while the second hedges $220 million of outstanding debt from April 2016 through June 2021. Refer to "Note K - Derivative Instruments and Hedging Activities" for further information on the interest rate derivatives entered into as part of the Term Loan Facility. The following table provides the Company’s debt holdings at December 31, 2015 and December 31, 2014 (in thousands): December 31, December 31, Revolving Credit Facility $ — $ 169,725 Term Loan Facility 320,125 323,375 Original issue discount (1) (3,633 ) (4,303 ) Total debt $ 316,492 $ 488,797 Less: Current portion, term loan facilities (3,250 ) (3,250 ) Long term debt $ 313,242 $ 485,547 (1) The Company recorded $4.6 million in original issue discount upon issuance of the 2014 Term Loan Facility in June 2014. This discount is being amortized over the life of the 2014 Term Loan Facility. Annual maturities of the 2014 Term Loan Facility and 2014 Revolving Credit Facility are as follows (in thousands) : 2016 $ 3,250 2017 3,250 2018 3,250 2019 3,250 2020 3,250 Thereafter 303,875 $ 320,125 The following details the components of interest expense in each of the years ended December 31, 2015, 2014 and 2013 (in thousands) : Year ended December 31, 2015 2014 2013 Interest on credit facilities $ 17,590 $ 16,392 $ 15,625 Unused fee on Revolving Credit Facility 1,612 1,914 2,349 Amortization of original issue discount 671 882 1,243 Unrealized losses on interest rate derivatives 5,662 7,709 130 Letter of credit fees 121 62 53 Other 286 138 15 Interest expense $ 25,942 $ 27,097 $ 19,415 Average daily balance of debt outstanding $ 443,348 $ 379,034 $ 294,056 Effective interest rate 5.9 % 7.2 % 6.6 % |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities Interest Rate Swaps On September 16, 2014, the Company purchased an interest rate swap ("New Swap") with a notional amount of $220 million . The New Swap is effective April 1, 2016 through June 6, 2021, the termination date of our 2014 Term Loan. The interest rate swap agreement requires the Company to pay interest rates on the notional amount at the rate of 2.97% in exchange for the three -month LIBOR rate. At December 31, 2015 and 2014, the New Swap had a fair value loss of $13.0 million and $7.4 million , respectively, principally reflecting the present value of future payments and receipts under the agreement. On October 31, 2011, the Company purchased a three -year interest rate swap (the "Swap") with a notional amount of $200 million effective January 1, 2011 through March 31, 2016. The interest rate swap agreement requires the Company to pay interest on the notional amount at the rate of 2.49% in exchange for the three -month LIBOR rate, with a floor of 1.5% . At December 31, 2015 and 2014, this Swap had a fair value loss of $0.5 million and $2.5 million , respectively. The following table reflects the classification of the Company's Interest Rate Swaps on the Consolidated Balance Sheets at December 31, 2015 and 2014 (in thousands) : Year ended December 31, 2015 2014 Other current liabilities 3,914 1,998 Other non-current liabilities 9,569 7,830 Total fair value 13,483 9,828 The Company did not elect hedge accounting for the above derivative transaction associated with the Credit Facility and changes in fair value are included in interest expense on the consolidated statement of operations. Foreign Currency Contracts The Company's Arnold operating segment from time to time will use forward contracts and options to to hedge the value of the Eurodollar against the Swiss Franc or the British Pound Sterling. Mark-to-market gains and losses on these instruments were not material to the consolidated results during each of the years ended December 31, 2015, 2014 or 2013. At December 31, 2015 and 2014, these contracts had notional values of €1.6 million and €1.3 million , respectively, and maturity dates within three months of year-end. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Compass Diversified Holdings and Compass Group Diversified Holdings LLC are classified as partnerships for U.S. Federal income tax purposes and are not subject to income taxes. Each of the Company’s majority owned subsidiaries are subject to Federal and state income taxes. Components of the Company's pretax income (loss) before taxes are as follows ( in thousands) : Year ended December 31, 2015 2014 2013 Income Before Income Taxes Domestic (including U.S. exports) $ 29,432 $ 267,796 $ 87,447 Foreign subsidiaries (5,440 ) 7,327 4,196 $ 23,992 $ 275,123 $ 91,643 Components of the Company’s income tax provision (benefit) are as follows ( in thousands) : Year ended December 31, 2015 2014 2013 Current taxes Federal $ 16,079 $ 16,821 $ 18,194 State 2,567 (2,728 ) 5,019 Foreign 688 1,008 1,860 Total current taxes 19,334 15,101 25,073 Deferred taxes: Federal (764 ) (8,238 ) (3,294 ) State 70 (1,394 ) (301 ) Foreign (3,639 ) (423 ) (887 ) Total deferred taxes (4,333 ) (10,055 ) (4,482 ) Total tax provision $ 15,001 $ 5,046 $ 20,591 The tax effects of temporary differences that have resulted in the creation of deferred tax assets and deferred tax liabilities at December 31, 2015 and 2014 are as follows ( in thousands) : December 31, 2015 2014 Deferred tax assets: Tax credits $ 60 $ 395 Accounts receivable and allowances 661 1,424 Net operating loss carryforwards 6,254 7,233 Accrued expenses 5,927 5,486 Other 3,243 1,996 Total deferred tax assets $ 16,145 $ 16,534 Valuation allowance (1) (1,308 ) (2,776 ) Net deferred tax assets $ 14,837 $ 13,758 Deferred tax liabilities: Intangible assets $ (92,083 ) $ (79,153 ) Property and equipment (17,750 ) (18,329 ) Prepaid and other expenses (1,723 ) (837 ) Total deferred tax liabilities $ (111,556 ) $ (98,319 ) Total net deferred tax liability $ (96,719 ) $ (84,561 ) (1) Primarily relates to the Arnold and Ergobaby operating segments. For the years ending December 31, 2015 and 2014, the Company recognized approximately $111.6 million and $98.3 million , respectively in deferred tax liabilities. A significant portion of the balance in deferred tax liabilities reflects temporary differences in the basis of property and equipment and intangible assets related to the Company’s purchase accounting adjustments in connection with the acquisition of certain of its businesses. For financial accounting purposes the Company has recognized a significant increase in the fair values of the intangible assets and property and equipment in certain of the businesses it acquired. For income tax purposes the existing, pre-acquisition tax basis of the intangible assets and property and equipment is utilized. In order to reflect the increase in the financial accounting basis over the existing tax basis, a deferred tax liability was recorded. This liability will decrease in future periods as these temporary differences reverse but may be replaced by deferred tax liabilities generated as a result of future acquisitions. A valuation allowance relating to the realization of foreign tax credits and net operating losses of $1.3 million was provided at December 31, 2015 and $2.8 million was provided at December 31, 2014. A valuation allowance is provided whenever it is more likely than not that some or all of deferred assets recorded may not be realized. The reconciliation between the Federal Statutory Rate and the effective income tax rate for 2015, 2014 and 2013 are as follows: Year ended December 31, 2015 2014 2013 United States Federal Statutory Rate 35.0 % 35.0 % 35.0 % State income taxes (net of Federal benefits) 6.5 (1.0 ) 3.3 Foreign income taxes 1.2 (0.3 ) (0.9 ) Expenses of Compass Group Diversified Holdings, LLC representing a pass through to shareholders (1) 29.1 2.3 1.6 Effect of (gain) loss on equity method investment (6.6 ) (1.4 ) — Effect of deconsolidation of subsidiary (2) — (33.6 ) — Effect of supplemental put expense (reversal) (3) — — (17.6 ) Impact of subsidiary employee stock options 1.3 — — Domestic production activities deduction (3.2 ) (0.3 ) (1.9 ) Non-deductible acquisition costs — 0.1 — Non-recognition of NOL carryforwards at subsidiaries (6.1 ) 0.5 — Other 5.3 0.5 3.0 Effective income tax rate 62.5 % 1.8 % 22.5 % (1) The effective income tax rate for each of the years presented includes losses at the Company’s parent, which is taxed as a partnership. (2) The effective income tax rate for the year ended December 31, 2014 includes a significant gain at the Company's parent related to the deconsolidation of FOX in July 2014. (3) The effective income tax rate for the year ended December 31, 2013 includes a gain at our parent related to the termination of the Supplemental Put Agreement in July 2013. A reconciliation of the amount of unrecognized tax benefits for 2015, 2014 and 2013 are as follows (in thousands): Balance at January 1, 2013 $ 7,780 Additions for current years’ tax positions 1,855 Additions for prior years’ tax positions 50 Reductions for prior years’ tax positions — Reductions for settlements — Reductions for expiration of statute of limitations (1,725 ) Balance at December 31, 2013 $ 7,960 Additions for current years’ tax positions 19 Additions for prior years’ tax positions 141 Reductions for prior years’ tax positions (1) (7,620 ) Reductions for settlements — Reductions for expiration of statute of limitations (67 ) Balance at December 31, 2014 $ 433 Additions for current years’ tax positions 73 Additions for prior years’ tax positions — Reductions for prior years’ tax positions (15 ) Reductions for settlements — Reductions for expiration of statute of limitations (102 ) Balance at December 31, 2015 $ 389 (1) $7.6 million of the reduction for prior year tax positions relates to the deconsolidation of FOX in July 2014. Included in the unrecognized tax benefits at December 31, 2015 and 2014 is $0.2 million and $0.1 million , respectively, of tax benefits that, if recognized, would affect the Company’s effective tax rate. The Company accrues interest and penalties related to uncertain tax positions and at December 31, 2013, there is $0.2 million accrued. The amounts accrued at December 31, 2015 and December 31, 2014 are not material to the Company. Such amounts are included in the provision (benefit) for income taxes in the accompanying consolidated statements of operations. The Company had an indemnification arrangement that offset $0.1 million of the unrecognized tax benefits at December 31, 2013. The change in the unrecognized tax benefit during 2015 was not material. The change in 2014 in the unrecognized tax benefits resulted from the deconsolidation of FOX. The change in the unrecognized tax benefits during 2013 is primarily due to the uncertainty of the deductibility of amortization and depreciation established as part of initial purchase price allocations in 2008, primarily related to FOX. It is expected that the amount of unrecognized tax benefits will change in the next twelve months. However, we do not expect the change to have a significant impact on the consolidated results of operations or financial position. Each of the Company’s businesses file U.S. Federal, state and foreign income tax returns in multiple jurisdictions with varying statutes of limitations. The 2011 through 2015 tax years generally remain subject to examinations by the taxing authorities. |
Defined Benefit Plan
Defined Benefit Plan | 12 Months Ended |
Dec. 31, 2015 | |
Postemployment Benefits [Abstract] | |
Defined Benefit Plan | Defined Benefit Plan In connection with the acquisition of Arnold, the Company has a defined benefit plan covering substantially all of Arnold’s employees at its Lupfig, Switzerland location. The benefits are based on years of service and the employees’ highest average compensation during the specific period. The following table sets forth the plan’s funded status and amounts recognized in the Company’s consolidated balance sheets at December 31, 2015 and 2014 (in thousands) : December 31, 2015 December 31, 2014 Change in benefit obligation: Benefit obligation, beginning of year $ 14,712 $ 13,386 Service cost 578 425 Interest cost 167 271 Actuarial (gain)/loss 143 1,847 Employee contributions and transfer (497 ) 363 Plan amendment (107 ) 383 Benefits paid (1,579 ) (621 ) Foreign currency translation (25 ) (1,342 ) Benefit obligation 13,392 14,712 Change in plan assets: Fair value of assets, beginning of period $ 11,408 $ 12,059 Actual return on plan assets 310 362 Company contribution 427 454 Employee contributions and transfer 350 363 Benefits paid (1,579 ) (621 ) Foreign currency translation (19 ) (1,209 ) Fair value of assets 10,897 11,408 Funded status $ (2,495 ) $ (3,304 ) The unfunded liability of $2.5 million and $3.3 million at December 31, 2015 and 2014, respectively, is recognized in the consolidated balance sheet within other non-current liabilities. Net periodic benefit cost consists of the following (in thousands) : Year ended December 31, 2015 2014 2013 Service cost $ 578 $ 425 $ 484 Interest cost 167 271 298 Expected return on plan assets 310 (468 ) (284 ) Net periodic benefit cost $ 1,055 $ 228 $ 498 Assumptions used to determine the benefit obligations and components of the net periodic benefit cost at December 31, 2015 and 2014: December 31, 2015 December 31, 2014 Discount rate 1.00 % 1.25 % Expected return on plan assets 1.40 % 1.75 % Rate of compensation increase 1.00 % 1.00 % The Company considers the historical level of long-term returns and the current level of expected long-term returns for the plan assets, as well as the current and expected allocation of assets when developing its expected long-term rate of return on assets assumption. The assumptions used for the plan are based upon customary rates and practices for the location of the Company. The Company, for 2016, will be contributing per the terms of the agreement, and the expected contribution to the plan will be approximately $0.5 million . The following presents the benefit payments which are expected to be paid for the plan in each year indicated ( in thousands ): 2016 $ 460 2017 755 2018 459 2019 849 2020 1,143 Thereafter 3,029 $ 6,695 Asset management objectives include maintaining an adequate level of diversification to reduce interest rate and market risk and providing adequate liquidity to meet immediate and future benefit payment requirements. The assets of the plan are reinsured in their entirety with Swiss Life Ltd. (“Swiss Life”) within the framework of the corresponding contracts with Swiss Life Collective BVG Foundation and Swiss Life Complementary Foundation. The assets are guaranteed by the insurance company and pooled with the assets of other participating employers. The allocation of pension plan assets by category in Swiss Life’s group life portfolio is as follows at December 31, 2015: Certificates of deposit and cash and cash equivalents 71 % Fixed income bonds and securities 7 % Private equity and hedge funds 6 % Real estate 14 % Equity and other investments 2 % 100 % The plan assets are pooled with assets of other participating employers and are not separable; therefore the fair values of the pension plan assets at December 31, 2015 and 2014 were considered Level 3. |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholder's Equity | Stockholder’s Equity Trust Shares The Trust is authorized to issue 500,000,000 Trust shares and the Company is authorized to issue a corresponding number of LLC interests. The Company will, at all times, have the identical number of LLC interests outstanding as Trust shares. Each Trust share represents an undivided beneficial interest in the Trust, and each Trust share is entitled to one vote per share on any matter with respect to which members of the Company are entitled to vote. Secondary Offering In November 2014, the Company completed an offering of 6,000,000 Trust shares at an offering price of $17.50 per share. The net proceeds to the Company, after deducting the underwriter's discount and offering costs, totaled approximately $99.9 million . Allocation Interests The Allocation Interests represent the original equity interest in the Company. The holders of the Allocation Interests (“Holders”), through Sostratus LLC, are entitled to receive distributions pursuant to a profit allocation formula upon the occurrence of certain events. The distributions of the profit allocation is paid upon the occurrence of the sale of a material amount of capital stock or assets of one of the Company’s businesses (“Sale Event”) or, at the option of the Holders, at each five year anniversary date of the acquisition of one of the Company’s businesses (“Holding Event”). The Manager, as the original holder of the Allocation Interests, previously had the right to cause the Company to purchase the Allocation Interests upon termination of the MSA in accordance with a Supplemental Put Agreement. On July 1, 2013, the Company and the Manager amended the MSA to provide for certain modifications related to the Manager’s registration as an investment advisor under the Investment Advisor’s Act of 1940, as amended (the “Advisor’s Act”). In connection with the amendment resulting from the Managers’ registration as an investment advisor under the Advisor’s Act, the Company and the Manager agreed to terminate the Supplemental Put Agreement. In connection with the termination of the Supplemental Put Agreement, on June 27, 2013, the Manager assigned 100% of the Allocation Interests to Sostratus LLC. The Company historically recorded the obligation associated with the Supplemental Put agreement as a liability that represented the amount the Company would have to pay to physically settle the purchase of the Allocation Interests upon termination of the MSA. As a result of the termination of the Supplemental Put Agreement, the Company currently records distributions of the profit allocation to the Holders upon occurrence of a Sale Event or Holding Event as dividends declared on Allocation Interests to stockholders’ equity when they are approved by the Company’s board of directors. The sale of CamelBak in August 2015 and American Furniture in October 2015 qualified as Sale Events under the Company's LLC Agreement. During the fourth quarter of 2015, the Company declared a distribution to the Allocation Member in connection with the Sale Event of CamelBak. Under the terms of the LLC Agreement, the Allocation Member has the right to defer a portion of the distribution. The Allocation Member exercised this right and deferred a portion of the distribution for the CamelBak Sale Event in the amount of the high water mark calculation as a result of the loss on the sale of American Furniture. The result is a net distribution to the Allocation Member of $14.6 million . The profit allocation payment was made during the quarter ended December 31, 2015. During the fourth quarter of 2015, the Company declared a distribution to the Allocation Member of approximately $3.1 million in connection with a Holding Event for our five year ownership of the Ergobaby subsidiary. The payment is in respect of its positive contribution-based profit since our acquisition in September of 2010, and was paid during the quarter ended December 31, 2015. The FOX Secondary Offering in July 2014 is considered a Sale Event and the Company's board of directors approved and declared in September 2014 a profit allocation payment totaling $11.9 million that was made to Holders on September 30, 2014. The FOX Initial Public Offering in August 2013 was considered a Sale Event and in October 2013 the Company's board of directors approved and declared a profit allocation totaling $16.0 million that was made to Holders in November 2013. Earnings per share Basic and diluted earnings per share for the fiscal year ended December 31, 2015, 2014 and 2013 is calculated as follows: 2015 2014 2013 Income (loss) from continuing operations attributable to Holdings $ 3,858 $ 258,416 $ 58,928 Less: Profit Allocation paid to Holders 17,731 11,870 15,990 Less: Effect of contribution based profit—Holding Event 2,804 2,259 1,480 Income (loss) from Holdings attributable to Trust shares $ (16,677 ) $ 244,287 $ 41,458 Income from discontinued operations attributable to Holdings $ 157,980 $ 20,419 $ 9,136 Less: Effect of contribution based profit — 546 — Income from discontinued operations attributable to Trust shares $ 157,980 $ 19,873 $ 9,136 Basic and diluted weighted average shares outstanding 54,300 49,089 48,300 Basic and fully diluted income (loss) per share attributable to Holdings Continuing operations $ (0.30 ) $ 4.98 $ 0.86 Discontinued operations $ 2.91 $ 0.40 $ 0.19 $ 2.61 $ 5.38 $ 1.05 Distributions During the year ended December 31, 2015, the Company paid the following distributions: • On January 29, 2015 , the Company paid a distribution of $0.36 per share to holders of record as of January 22, 2015. This distribution was declared on January 8, 2015. • On April 29, 2015, the Company paid a distribution of $0.36 per share to holders of record as of April 22, 2015. This distribution was declared on April 9, 2015. • On July 29, 2015, the Company paid a distribution of $0.36 per share to holders of record as of July 22, 2015. This distribution was declared on July 9, 2015. • On October 29, 2015, the Company paid a distribution of $0.36 per share to holders of record as of October 22, 2015. This distribution was declared on October 7, 2015. 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 in January 7, 2016. During the year ended December 31, 2014, the Company paid the following distributions: • On January 30, 2014, the Company paid a distribution of $0.36 per share to holders of record as of January 23, 2014. This distribution was declared on January 9, 2014. • On April 30, 2014, the Company paid a distribution of $0.36 per share to holders of record as of April 23, 2014. This distribution was declared on April 10, 2012. • On July 30, 2014, the Company paid a distribution of $0.36 per share to holders of record as of July 23, 2014. This distribution was declared on July 10, 2014. • On October 30, 2014, the Company paid a distribution of $0.36 per share to holders of record as of October 23, 2014. This distribution was declared on October 7, 2014. During the year ended December 31, 2013, the Company paid the following distributions: • On January 31, 2013, the Company paid a distribution of $0.36 per share to holders of record as of January 25, 2013. This distribution was declared on January 10, 2012. • On April 30, 2013, the Company paid a distribution of $0.36 per share to holders of record as of April 23, 2013. This distribution was declared on April 9, 2013. • On July 30, 2013, the Company paid a distribution of $0.36 per share to holders of record as of July 23, 2013. This distribution was declared on July 10, 2013. • On October 30, 2013, the Company paid a distribution of $0.36 per share to holders of record as of October 23, 2013. This distribution was declared on October 10, 2013. |
Noncontrolling Interest
Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2015 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Noncontrolling Interest Noncontrolling interest represents the portion of a majority-owned subsidiary’s net income and equity that is owned by noncontrolling shareholders. The following tables reflect the Company’s percentage ownership of its businesses, as of December 31, 2015, 2014 and 2013 and related noncontrolling interest balances as of December 31, 2015 and 2014: % Ownership (1) December 31, 2015 % Ownership (1) December 31, 2014 % Ownership (1) December 31, 2013 Primary Fully Diluted Primary Fully Diluted Primary Fully Diluted Ergobaby 81.0 74.2 81.0 74.3 81.0 75.0 FOX (2) n/a n/a n/a n/a 53.9 49.8 Liberty 96.2 84.6 96.2 84.8 96.2 84.8 Manitoba Harvest 76.6 65.6 n/a n/a n/a n/a ACI 69.4 69.3 69.4 69.3 69.4 69.4 Arnold Magnetics 96.7 87.3 96.7 87.5 96.7 87.2 Clean Earth 97.5 86.2 97.9 86.2 n/a n/a Sterno Products 100.0 89.7 100.0 91.7 n/a n/a (1) The principal difference between primary and fully diluted percentages of our operating segments is due to stock option issuances of operating segment stock to management of the respective business. (2) FOX was deconsolidated on July 10, 2014 after the Company's ownership interest in FOX fell below 50% . Refer to "Note E - Equity Method Investment". Noncontrolling Interest Balances (in thousands) December 31, December 31, Ergobaby $ 17,754 $ 14,783 FOX — — Liberty 2,934 2,547 Manitoba Harvest 14,071 n/a ACI 4,295 790 Arnold Magnetics 2,113 1,950 Clean Earth 4,308 2,672 Sterno Products 644 125 Allocation Interests 100 100 $ 46,219 $ 22,967 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases The Company and its subsidiaries lease office and manufacturing facilities, computer equipment and software under various operating arrangements. Certain of the leases are subject to escalation clauses and renewal periods. The Company and its subsidiaries recognize lease expense, including predetermined fixed escalations, on a straight-line basis over the initial term of the lease including reasonably assured renewal periods from the time that the Company and its subsidiaries control the leased property. The future minimum rental commitments at December 31, 2015 under operating leases having an initial or remaining non-cancelable term of one year or more are as follows ( in thousands ): 2016 $ 10,146 2017 8,205 2018 7,016 2019 5,251 2020 4,984 Thereafter 28,836 $ 64,438 The Company’s rent expense for the fiscal years ended December 31, 2015, 2014 and 2013 totaled $10.7 million , $9.1 million and $9.0 million , respectively. Legal Proceedings In the normal course of business, the Company and its subsidiaries are involved in various claims and legal proceedings. While the ultimate resolution of these matters has yet to be determined, the Company does not believe that any unfavorable outcomes will have a material adverse effect on the Company’s consolidated financial position or results of operations. |
Supplemental Data
Supplemental Data | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Data | Supplemental Data Supplemental Balance Sheet Data (in thousands): December 31, December 31, Summary of accrued expenses: Accrued payroll and fringes $ 18,350 $ 13,224 Accrued taxes 1,435 2,150 Income taxes payable 2,164 2,028 Accrued interest 70 1,123 Accrued rebates 8,081 8,602 Warranty payable 1,259 1,264 Accrued transportation and disposal costs 5,714 9,439 Other accrued expenses 6,694 11,407 Total $ 43,767 $ 49,237 Year ended December 31, Warranty liability: 2015 2014 Beginning balance $ 1,264 $ 4,491 Accrual 343 1,918 Warranty payments (348 ) (1,266 ) Deconsolidation of subsidiary — (3,879 ) Ending balance $ 1,259 $ 1,264 Supplemental Cash Flow Statement Data (in thousands): December 31, December 31, December 31, Interest paid $ 21,180 $ 16,033 $ 18,997 Taxes paid $ 6,494 $ 12,226 $ 18,600 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company has entered into the following related party transactions with its Manager, CGM: • Management Services Agreement • LLC Agreement • Integration Services Agreement • Cost reimbursement and fees • Sale of common stock to majority shareholder • Supplemental Put Agreement (terminated in 2013) Management Services Agreement The Company entered into a MSA with CGM effective May 16, 2006, as amended. The MSA provides for, among other things, CGM to perform services for the Company in exchange for a management fee paid quarterly and equal to 0.5% of the Company’s adjusted net assets, as defined in the MSA. The Company amended the MSA on November 8, 2006, to clarify that adjusted net assets are not reduced by non-cash charges associated with the Supplemental Put Agreement, which amendment was unanimously approved by the Compensation Committee and the Board of Directors. The management fee is required to be paid prior to the payment of any distributions to shareholders. Pursuant to the MSA, CGM is entitled to enter into off-setting management service agreements with each of the operating segments. The amount of the fee is negotiated between CGM and the operating management of each segment and is based upon the value of the services to be provided. The fees paid directly to CGM by the segments offset on a dollar for dollar basis the amount due CGM by the Company under the MSA. For the year ended December 31, 2015, 2014 and 2013, the Company incurred the following management fees to CGM, by entity ( in thousands ): December 31, December 31, December 31, Ergobaby $ 500 $ 500 $ 500 FOX — — 308 Liberty 500 500 500 Manitoba Harvest 175 n/a n/a Advanced Circuits 500 500 500 Arnold Magnetics 500 500 500 Clean Earth 500 125 n/a Sterno Products 500 125 n/a Corporate 22,483 19,622 15,474 $ 25,658 $ 21,872 $ 17,782 NOTE: Not included in the table above are management fees paid to CGM by CamelBak of $0.3 million , $0.5 million and $0.5 million , and Tridien of $0.4 million, $0.4 million and $0.4 million in each of the years ended December 31, 2015, 2014 and 2013, respectively. These amounts are included in income (loss) from discontinued operations on the consolidated statements of operations. Approximately $5.9 million and $6.1 million of the management fees incurred were unpaid as of December 31, 2015 and 2014, respectively, and are reflected in Due to related party on the consolidated balance sheets. LLC Agreement The LLC agreement gives Holders the right to distributions pursuant to a profit allocation formula upon the occurrence of a Sale Event or a Holding Event. The Holders are entitled to receive and as such can elect to receive the positive contribution-based profit allocation payment for each of the business acquisitions during the 30 -day period following the fifth anniversary of the date upon which we acquired a controlling interest in that business (Holding Event) and upon the sale of the business (Sale Event). During the year ended December 31, 2015, Holders were paid $14.6 million related to the sale of CamelBak and American Furniture (Sale Event) and $3.1 million related to the five year holding event for Ergobaby (Holding Event). During the year ended December 31, 2014, Holders were paid $11.9 million related to a secondary offering completed by FOX in July 2014 (Sale Event). During the year ended December 31, 2013, Holders were paid $5.6 million related to FOX’s positive contribution-based profit (Holding Event) and $16.0 million as a result of FOX’s sale of common stock to the public (Sale Event). Certain persons who are employees and partners of the Manager, including the Company’s Chief Executive Officer and Chief Financial Officer, beneficially own 58.8% of the Allocation Interests, through Sostratus LLC, at December 31, 2015 and 2014. Of the remaining 41.2% non-voting ownership of the Allocation Interests, 5.0% is held by CGI Diversified Holdings LP, 5.0% is held by the Chairman of the Company’s Board of Directors, and the remaining 31.2% is held by the former founding partner of the Manager. At December 31, 2013, 53.6% of the Allocation Interests were beneficially owned by certain members of the Manager, including the Company’s Chief Executive Officer. Of the remaining 46.4% non-voting ownership of the Allocation Interests, 5.0% was held by CGI Diversified Holdings LP, 5.0% was held by the Chairman of the Company’s Board of Directors, and 31.4% was held by the former founding partner of the Manager. A Director and the former Chief Financial Officer held 5.0% of the Allocation Interests until his retirement. The increase in beneficial ownership of the Allocation Interests by certain persons who are employees and partners of the Manager from 2013 to 2014 was a result of the retirement of the former Chief Financial Officer and the resulting assignment of Allocation Interests to other persons who are employees and partners of the Manager. The former Chief Financial Officer is entitled to continue to receive distributions from Sostratus LLC on his Allocation Interests earned prior to his retirement. Integrations Services Agreements Manitoba Harvest, which was acquired in 2015, and the 2014 acquisitions entered into Integration Services Agreements ("ISA") with CGM. The ISA provides for CGM to provide services for Manitoba Harvest and the 2014 acquisitions to, amongst other things, assist the management at the acquired entities in establishing a corporate governance program, including the retention of independent board members to serve on their board of directors, implement compliance and reporting requirements of the Sarbanes-Oxley Act and align the acquired entity's policies and procedures with our other subsidiaries. Each ISA is for the twelve month period subsequent to the acquisition and is payable quarterly. Clean Earth has paid CGM $2.5 million and Sterno Products paid CGM $1.5 million under the agreements. Manitoba Harvest will pay CGM $1.0 million under the agreement. During the year ended December 31, 2015, Manitoba Harvest incurred $0.5 million in integration service fees, Clean Earth incurred $1.9 million in integration service fees, and Sterno Products incurred $1.1 million in integration service fees. During the year ended December 31, 2014, Clean Earth incurred $0.6 million in integration services fees, and Sterno Products incurred $0.4 million . During the year ended December 31, 2015 and 2014, CGM received $3.5 million and $1.0 million , respectively, in total integration service fees. Cost Reimbursement and Fees The Company reimbursed its Manager, CGM, approximately $3.5 million , $4.5 million and $3.5 million , principally for occupancy and staffing costs incurred by CGM on the Company’s behalf during the years ended December 31, 2015, 2014 and 2013, respectively. Supplemental Put Agreement Termination Prior to July 2013, Holders of the Allocation Interests had the right to to cause the Company to purchase the Allocation Interests in accordance with the Supplemental Put Agreement upon occurrence of certain events at an amount equal to the fair value of the profit allocation which was determined using a model that multiplied trailing twelve-month EBITDA for each business unit by an estimated enterprise value multiple to determine an estimated selling price of the business unit (the "Supplemental Put Obligation"). We recorded the amount of the Supplemental Put Obligation as a liability in our consolidated balance sheet, and increases or decreases in this obligation as well as payments made upon a Sale Event or Holding Event, through the consolidated statement of operations. The Supplemental Put Agreement was terminated in July 2013, and we derecognized the liability associated with the Supplemental Put liability which resulted in Supplemental Put reversal of $46.0 million on the consolidated statement of operations during the year ended December 31, 2013. Prior to the termination of the Supplemental Put Agreement, the Company paid $5.6 million in 2013 related to a Holding Event of the FOX business. Since the FOX Holding Event in 2013 occurred prior to the termination of the Supplemental Put Agreement, the payment was accounted for as an expense in the consolidated statement of operations. The Company has entered into the following significant related party transactions with its businesses : FOX On July 10, 2014, 5,750,000 shares of FOX common stock, held by certain FOX shareholders, including us, were sold in a secondary offering at a price of $15.50 per share for total net proceeds to selling shareholders of approximately $84.4 million . As a selling shareholder, we sold a total of 4,466,569 shares of FOX common stock, including 633,955 shares sold in connection with the underwriters’ exercise of the over-allotment option in full, for total net proceeds of approximately $65.5 million . Upon completion of the offering, our ownership in FOX decreased from approximately 53% to 41% , or 15,108,718 shares of FOX’s common stock. We recorded a gain of $264.3 million in July 2014 in connection with the Fox deconsolidation. Refer to "Note E - Equity Method Investment" for additional information related to the FOX Secondary Offering and the deconsolidation of FOX. In September 2014, the Company and FOX entered into an agreement for the provision of services to FOX for assistance in complying the Sarbanes-Oxley Act of 2002, as amended (the “Services Agreement”). The Services Agreement can be terminated by either party at any time, or will terminate on March 31, 2016. A statement of work was agreed to in connection with the Service Agreement, which provides that the Company’s internal audit team will assist FOX with various tasks, including, but not limited to, the development of internal control policies and procedures, risk and control matrices and the evaluation of internal controls. Services provided in accordance with the Services Agreement are billed on a time and materials basis. Fees for services provided in 2014 were approximately $50,000 , and fees for services to be provided in 2015 were approximately $135,000 . Fees for services through March 31, 2016 are expected to be approximately $50,000 . Liberty Liberty purchases inventory raw materials from two vendors who are related parties to Liberty through two of the executive officers of Liberty via the employment of family members at the vendors. During the year ended December 31, 2015, Liberty purchased approximately $3.3 million in raw materials from the two vendors. During 2014, Liberty purchased $0.3 million in raw materials from one of these vendors. The related party relationship at the other vendor did not exist in 2014 because the executive was not employed at Liberty during 2014. Neither related party relationship existed in 2013. Advanced Circuits On December 19, 2012, the Company recapitalized ACI and as a result entered into an amendment to the intercompany loan agreement with Advanced Circuits (the “ACI Loan Agreement”). The ACI Loan Agreement was amended to provide for additional term loan borrowings and to permit the proceeds thereof to fund cash distributions totaling $45.0 million by ACI to Compass AC Holdings, Inc. (“ACH”), ACI’s sole shareholder, and by ACH to its shareholders, including the Company and extend the maturity dates of the term loans under the ACI Loan Agreement. The Company’s share of the cash distribution was approximately $31.3 million with approximately $13.7 million being distributed to ACH’s non-controlling shareholders. All other material terms and conditions of the ACI Loan Agreement were unchanged. |
Unaudited Quarterly Financial D
Unaudited Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Financial Data | Unaudited Quarterly Financial Data The following table presents the unaudited quarterly financial data. This information has been prepared on a basis consistent with that of the audited consolidated financial statements and all necessary material adjustments, consisting of normal recurring accruals and adjustments, have been included to present fairly the unaudited quarterly financial data. The quarterly results of operations for these periods are not necessarily indicative of future results of operations. The per share calculations for each of the quarters are based on the weighted average number of shares for each period; therefore, the sum of the quarters may not necessarily be equal to the full year per share amount. (in thousands) December 31, September 30, June 30, March 31, Total revenues $ 199,531 $ 184,830 $ 180,757 $ 162,860 Gross profit 67,598 64,750 59,025 49,363 Operating income 16,397 14,628 14,119 4,774 Income (loss) from continuing operations 1,839 10,009 18,467 (21,324 ) Income from discontinued operations (2,098 ) 4,934 8,108 (3,963 ) Gain (loss) on sale of discontinued operations, net of income tax (1,277 ) 151,075 — — Net income (loss) attributable to Holdings $ (2,217 ) $ 164,500 $ 24,457 $ (24,902 ) Basic and fully diluted income (loss) per share attributable to Holdings: Continuing operations $ (0.37 ) $ 0.14 $ 0.28 $ 0.42 Discontinued operations (0.02 ) 2.87 0.12 0.05 Basic and fully diluted income (loss) per share attributable to Holdings $ (0.39 ) $ 3.01 $ 0.40 $ 0.47 (1) The Company accrued an additional $1.3 million during the three months ended December 31, 2015 related to the expected working capital settlement for the sale of CamelBak. (2) During the three months ended September 30, 2015, the Company sold their Camelbak operating segment and entered into a sale of their American Furniture operating segment (the sale was finalized on October 5, 2015) for a net gain on sale of approximately $151.1 million . The Company also purchased Manitoba Harvest for a purchase price of approximately $102.7 million - refer to "Note C - Acquisition of Businesses". (in thousands) December 31, September 30, June 30, March 31, Total revenues $ 178,049 $ 123,659 $ 178,850 $ 156,117 Gross profit 51,772 42,374 58,536 52,335 Operating income 1,103 5,910 14,391 10,488 Income from continuing operations 3,943 258,579 6,376 1,179 Income from discontinued operations 4,990 3,951 5,943 6,194 Net income attributable to Holdings 7,359 261,098 5,719 4,659 Basic and fully diluted income (loss) per share attributable to Holdings: Continuing operations $ 0.04 $ 5.06 $ (0.01 ) $ (0.04 ) Discontinued operations 0.10 0.09 0.12 0.12 Basic and fully diluted income per share attributable to Holdings $ 0.14 $ 5.15 $ 0.11 $ 0.08 (1) During the three months ended December 31, 2014, the Company acquired Sterno Products for a purchase price of approximately $160 million - refer to "Note C - Acquisition of Businesses". Additionally, the Company completed a secondary offering of 6,000,000 Trust Shares at an offering price of $17.50 per share, resulting in net proceeds of $99.9 million . (2) During the three months ended September 30, 2014, the Company sold 4,466,569 shares of FOX common stock, and received net proceeds from the sale of approximately $65.5 million . As a result of the sale of the shares by the Company in the FOX Secondary Offering, the Company's ownership interest in FOX decreased to approximately 41%, which resulted in the deconsolidation of the FOX operating segment in the Company's consolidated financial statements effective as of the date of the FOX Secondary Offering - refer to "Note B - Summary of Significant Accounting Policies". Additionally, the Company closed on the acquisition of all the issued and outstanding capital stock of Clean Earth Holdings, Inc. for a purchase price of approximately $251.4 million - refer to "Note C- Acquisition of Businesses". (3) During the three months ended June 30, 2014, the Company obtained a $725 million credit facility from a group of lenders - refer to "Note J - Debt". Discontinued Operations During the quarter ended September 30, 2015, the Company sold its CamelBak and American Furniture operating segments and thus reclassified the historical operation of both segments to discontinued operations. Additionally, subsequent to December 31, 2015, the Company sold its Tridien operating segment and reclassified the historical operations of Tridien to discontinued operations. The following summarizes the results of CamelBak, American Furniture and Tridien that were reclassified to income from discontinued operations for the quarterly periods during 2015 and 2014. (in thousands) December 31, 2015 September 30, 2015 June 30, 2015 March 31, 2015 Total revenue 18.555 $ 87,812 $ 103,970 $ 94,411 Gross Profit 1.509 19,257 26,936 22,553 Operating income (2.201 ) 6,131 9,838 (2,664 ) Income from discontinued operations, net of tax (2,098 ) 4,934 8,108 (3,963 ) (in thousands) December 31, 2014 September 30, 2014 June 30, 2014 March 31, 2014 Total revenue $ 85,979 $ 79,481 $ 90,234 $ 89,931 Gross Profit 20,953 19,676 24,006 24,017 Operating income 4,979 3,810 7,370 7,607 Income from discontinued operations, net of tax 4,990 3,951 5,943 6,194 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event 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 purchase price of approximately $35.8 million (C $52.3 million ). The purchase price includes a potential earn-out payable over two years of $1.8 million (C $2.5 million ), and is subject to working capital adjustments. 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. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | SCHEDULE II – Valuation and Qualifying Accounts Additions (in thousands) Balance at beginning of year Charge to costs and expense Other (1) Deductions Balance at end of Year Allowance for doubtful accounts - 2013 $ 1,363 $ 2,149 $ — $ 1,447 $ 2,065 Allowance for doubtful accounts - 2014 $ 2,065 $ 3,431 $ 494 $ 2,234 $ 3,756 Allowance for doubtful accounts - 2015 $ 3,756 $ 3,165 $ 15 $ 3,489 $ 3,447 Valuation allowance for deferred tax assets - 2013 $ 1,350 $ — $ — $ 2 $ 1,348 Valuation allowance for deferred tax assets - 2014 $ 1,348 $ 1,180 $ 248 $ — $ 2,776 Valuation allowance for deferred tax assets - 2015 $ 2,776 $ 1 $ — $ 1,469 $ 1,308 (1) Represents opening allowance balances related to current year acquisitions, and the ending allowance for FOX, which was deducted as a result of the deconsolidation of the FOX subsidiary during 2014 . |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Accounting Principles | Accounting principles The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). |
Basis of Presentation | Basis of presentation The results of operations for the years ended December 31, 2015, 2014 and 2013 represent the results of operations of the Company’s acquired businesses from the date of their acquisition by the Company, and therefore are not indicative of the results to be expected for the full year. |
Principles of Consolidation | Principles of consolidation The consolidated financial statements include the accounts of the Trust and the Company, as well as the businesses acquired as of their respective acquisition date. All significant intercompany accounts and transactions have been eliminated in consolidation. Discontinued operating entities are reflected as discontinued operations in the Company’s results of operations and statements of financial position. The acquisition of businesses that the Company owns or controls more than a 50% share of the voting interest are accounted for under the acquisition method of accounting. The amount assigned to the identifiable assets acquired and the liabilities assumed is based on the estimated fair values as of the date of acquisition, with the remainder, if any, recorded as goodwill. |
Discontinued Operations | Discontinued Operations The Company completed the sale of its majority owned subsidiary, CamelBak Products, LLC ("CamelBak") during the third quarter of 2015 and its majority owned subsidiary, American Furniture Manufacturing, Inc. ("AFM" or "American Furniture"), during the fourth quarter of 2015. The Company completed the sale of it's Tridien Medical, Inc. ("Tridien") subsidiary subsequent to year-end 2015 and have presented Tridien as a discontinued operation in the accompanying financial statements. As a result, the Company reported the results of operations of CamelBak, American Furniture and Tridien as discontinued operations in the consolidated statements of operations for all periods presented. In addition, the assets and liabilities associated with these businesses have been reclassified as discontinued operations in the consolidated balance sheets as of December 31, 2014 and 2015, as applicable. Refer to "Note D - Discontinued Operations" for additional information. Unless otherwise indicated, the disclosures accompanying the consolidated financial statements reflect the Company's continuing operations. |
Use of Estimates | Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. It is possible that in 2016 actual conditions could be better or worse than anticipated when the Company developed the estimates and assumptions, which could materially affect the results of operations and financial position in the future. Such changes could result in future impairment of goodwill, intangibles and long-lived assets, inventory obsolescence, establishment of valuation allowances on deferred tax assets and increased tax liabilities, among other things. Actual results could differ from those estimates. |
Termination of Supplemental Put Agreement | At the time of the Company's Initial Public Offering, the Company issued Allocation Interests governed by the LLC agreement that entitle the holders (the "Holders") to receive distributions pursuant to a profit allocation formula upon the occurrence of certain events. The Holders are entitled to receive and as such can elect to receive the positive contribution based profit allocation payment for each of the business acquisitions during the 30-day period following the fifth anniversary of the date upon which the Company acquired a controlling interest in that business (Holding Event) and upon the sale of that business (Sale Event). Payments of profit allocation to the Holders are accounted for as dividends declared on Allocation Interests and recorded in stockholders' equity once they are approved by our Board of Directors. Prior to July 2013, the Holders had the right to to cause the Company to purchase the allocation interests in accordance with the Supplemental Put Agreement upon occurrence of certain events at an amount equal to the fair value of the profit allocation which was determined using a model that multiplied trailing twelve-month EBITDA for each business unit by an estimated enterprise value multiple to determine an estimated selling price of the business unit (the "Supplemental Put Obligation"). The Company recorded the amount of the Supplemental Put Obligation as a liability in the consolidated balance sheet, and increases or decreases in this obligation as well as payments made upon a Sale Event or Holding Event, through the consolidated statement of operations. The Supplemental Put Agreement was terminated in July 2013, and the Company derecognized the liability associated with the Supplemental Put liability which resulted in Supplemental Put reversal of $46.0 million on the consolidated statement of operations during the year ended December 31, 2013. Prior to the termination of the Supplemental Put Agreement, the Company paid $5.6 million in 2013 related to a Holding Event of the FOX business. Since the FOX Holding Event in 2013 occurred prior to the termination of the Supplemental Put Agreement, the payment was accounted for as an expense in the consolidated statement of operations. |
Revenue Recognition | Revenue recognition In accordance with authoritative guidance on revenue recognition, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery of the product or performance of services has occurred, the sellers price to the buyer is fixed and determinable, and collection is reasonably assured. Revenue is recognized upon shipment of product to the customer or performance of services for a customer, net of sales returns and allowances. Appropriate reserves are established for anticipated returns and allowances based on historical experience.Shipping and handling costs are charged to operations when incurred and are classified as a component of cost of sales. Taxes collected from customers and remitted to governmental authorities are presented on a net basis in the accompanying Consolidated Statements of Operations. Revenue is typically recorded at F.O.B. shipping point for all our businesses. Service revenue Revenue from the Company's Clean Earth business is recognized as services are rendered, generally when material is received at Clean Earth's facilities. |
Cash Equivalents | Cash equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. At December 31, 2015 and 2014, the amount of cash and cash equivalents held by our subsidiaries in foreign bank accounts was $10.9 million and $4.9 million , respectively. |
Allowance for Doubtful Accounts | Allowance for doubtful accounts The Company uses estimates to determine the amount of the allowance for doubtful accounts in order to reduce accounts receivable to their estimated net realizable value. The Company estimates the amount of the required allowance by reviewing the status of past-due receivables and analyzing historical bad debt trends. The Company’s estimate also includes analyzing existing economic conditions. When the Company becomes aware of circumstances that may impair a specific customer’s ability to meet its financial obligations subsequent to the original sale, the Company will record an allowance against amounts due, and thereby reduce the net receivable to the amount it reasonably believes will be collectible. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. |
Inventories | Inventories Inventories consist of raw materials, work-in-process, manufactured goods and purchased goods acquired for resale. Inventories are stated at the lower of cost or market, determined on the first-in, first-out method. Cost includes raw materials, direct labor, manufacturing overhead and indirect overhead. Market value is based on current replacement cost for raw materials and supplies and on net realizable value for finished goods. |
Property, Plant and Equipment | Property, plant and equipment Property, plant and equipment is recorded at cost. The cost of major additions or betterments is capitalized, while maintenance and repairs that do not improve or extend the useful lives of the related assets are expensed as incurred. Depreciation is provided principally on the straight-line method over estimated useful lives. Leasehold improvements are amortized over the life of the lease or the life of the improvement, whichever is shorter. The ranges of useful lives are as follows: Buildings and improvements 15 to 25 years Machinery and equipment 2 to 25 years Office furniture, computers and software 2 to 8 years Leasehold improvements Shorter of useful life or lease term Property, plant and equipment and other long-lived assets that have definitive lives are evaluated for impairment when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable (‘triggering event’). Upon the occurrence of a triggering event, the asset is reviewed to assess whether the estimated undiscounted cash flows expected from the use of the asset plus residual value from the ultimate disposal exceeds the carrying value of the asset. If the carrying value exceeds the estimated recoverable amounts, the asset is written down to its fair value. |
Fair Value of Financial Instruments | Fair value of financial instruments The carrying value of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximate their fair value due to their short term nature. Term Debt with a carrying value of $316.5 million , net of original issue discount, at December 31, 2015 approximated fair value. The fair value is based on interest rates that are currently available to the Company for issuance of debt with similar terms and remaining maturities. If measured at fair value in the financial statements, the Term Debt would be classified as Level 2 in the fair value hierarchy. |
Business Combinations | Business combinations The Company allocates the amount it pays for each acquisition to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets which arise from a contractual or legal right or are separable from goodwill. The Company bases the fair value of identifiable intangible assets acquired in a business combination on detailed valuations that use information and assumptions provided by management, which consider management’s best estimates of inputs and assumptions that a market participant would use. The Company allocates any excess purchase price that exceeds the fair value of the net tangible and identifiable intangible assets acquired to goodwill. The use of alternative valuation assumptions, including estimated growth rates, cash flows, discount rates and estimated useful lives could result in different purchase price allocations and amortization expense in current and future periods. Transaction costs associated with these acquisitions are expensed as incurred through selling, general and administrative expense on the consolidated statement of operations. In those circumstances where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the contingent payments expected to be made as of the acquisition date. The Company re-measures this liability each reporting period and records changes in the fair value through a separate line item within the consolidated statements of operations. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed. The Company is required to perform impairment reviews at each of its reporting units annually and more frequently in certain circumstances. In accordance with accounting guidelines, the Company is able to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. If a company concludes that it is more likely than not that the fair value of a reporting unit is not less than its carrying amount it is not required to perform the two-step impairment test for that reporting unit. The first step of the process after the qualitative assessment fails is estimating the fair value of each of its reporting units based on a discounted cash flow (“DCF”) model using revenue and profit forecast and a market approach which compares peer data and earnings multiples. The Company then compares those estimated fair values with the carrying values, which include allocated goodwill. If the estimated fair value is less than the carrying value, a second step is performed to compute the amount of the impairment by determining an “implied fair value” of goodwill. The determination of a reporting unit’s “implied fair value” of goodwill requires the allocation of the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit. Any unallocated fair value represents the “implied fair value” of goodwill, which is then compared to its corresponding carrying value. The Company cannot predict the occurrence of certain future events that might adversely affect the implied value of goodwill and/or the fair value of intangible assets. Such events include, but are not limited to, strategic decisions made in response to economic and competitive conditions, the impact of the economic environment on its customer base, and material adverse effects in relationships with significant customers. The impact of over-estimating or under-estimating the implied fair value of goodwill at any of the reporting units could have a material effect on the results of operations and financial position. In addition, the value of the implied goodwill is subject to the volatility of the Company’s operations which may result in significant fluctuation in the value assigned at any point in time. Refer to "Note H - Goodwill and Intangible Assets" for the results of the annual impairment tests. |
Deferred Debt Issuance Costs | Deferred debt issuance costs Deferred debt issuance costs represent the costs associated with the issuance of debt instruments and are amortized over the life of the related debt instrument. |
Warranties | Product Warranty Costs The Company recognizes warranty costs based on an estimate of the amounts required to meet future warranty obligations. The Company accrues an estimated liability for exposure to warranty claims at the time of a product sale based on both current and historical claim trends and warranty costs incurred. Warranty reserves are included within "Accrued expenses" in the Company's consolidated balance sheets. |
Foreign Currency | Foreign currency For the Company’s segments with certain operations outside the United States, the local currency is the functional currency, and the financial statements are translated into U.S. dollars using exchange rates in effect at year-end for assets and liabilities and average exchange rates during the year for results of operations. The resulting translation gain or loss is included in stockholder’s equity as other comprehensive income or loss. |
Derivatives and Hedging | Derivatives and hedging The Company utilizes interest rate swaps (derivative) to manage risks related to interest rates on the term loan portion of their Credit Facility. The Company has not elected hedge accounting treatment for the existing interest rate derivatives entered into as part of the Credit Facility. Refer to "Note J - Debt" for more information on the Company’s Credit Facility. |
Noncontrolling Interest | Noncontrolling interest Noncontrolling interest represents the portion of a majority-owned subsidiary’s net income that is owned by noncontrolling shareholders. Noncontrolling interest on the balance sheet represents the portion of equity in a consolidated subsidiary owned by noncontrolling shareholders. |
Deferred Income Taxes | Deferred income taxes Deferred income taxes are calculated under the asset and liability method. Deferred income taxes are provided for the differences between the basis of assets and liabilities for financial reporting and income tax purposes at the enacted tax rates. A valuation allowance is established when necessary to reduce deferred tax assets to the amount that is expected to more likely than not be realized. Several of the Company’s majority owned subsidiaries have deferred tax assets recorded at December 31, 2015 which in total amount to approximately $14.8 million . These deferred tax assets are comprised primarily of reserves not currently deductible for tax purposes. The temporary differences that have resulted in the recording of these tax assets may be used to offset taxable income in future periods, reducing the amount of taxes required to be paid. Realization of the deferred tax assets is dependent on generating sufficient future taxable income at those subsidiaries with deferred tax assets. Based upon the expected future results of operations, the Company believes it is more likely than not that those subsidiaries with deferred tax assets will generate sufficient future taxable income to realize the benefit of existing temporary differences, although there can be no assurance of this. The impact of not realizing these deferred tax assets would result in an increase in income tax expense for such period when the determination was made that the assets are not realizable. |
Earnings Per Share | Earnings per share Prior to the termination of the Supplemental Put Agreement, basic and diluted earnings per share attributable to Holdings was computed on a weighted average basis. Effective July 1, 2013, basic and fully diluted earnings per share is computed using the two-class method which requires companies to allocate participating securities that have rights to earnings that otherwise would have been available only to common shareholders as a separate class of securities in calculating earnings per share. The Company has granted Allocation Interests that contain participating rights to receive profit allocations upon the occurrence of a Holding Event or a Sale Event. The calculation of basic and fully diluted earnings per share reflects the effect of dividends that were declared and paid to the Holders subsequent to the termination of the Supplemental Put Agreement and the incremental increase in the profit allocation distribution to the Holders related to Holding Events during the period. The weighted average number of Trust shares outstanding for 2015 was computed based on 54,300,000 shares outstanding for the period from January 1 st through December 31 st . The weighted average number of Trust shares outstanding for fiscal 2014 was computed based on 48,300,000 shares outstanding for the period from January 1, 2014 through November 14, 2014 and 6,000,000 additional shares outstanding from November 14, 2014 through December 31, 2014 issued in connection with a public share offering. The weighted average number of Trust shares outstanding for fiscal 2013 was computed based on 48,300,000 shares outstanding for the period from January 1 st through December 31 st . The Company did not have any stock option plans or any other potentially dilutive securities outstanding during the years ended December 31, 2015, 2014 and 2013. |
Advertising Costs | Advertising costs Advertising costs are expensed as incurred and included in selling, general and administrative expense in the consolidated statements of operations. Advertising costs were $11.8 million , $11.0 million and $10.2 million during the years ended December 31, 2015, 2014 and 2013, respectively. |
Research and Development | Research and development Research and development costs are expensed as incurred and included in selling, general and administrative expense in the consolidated statements of operations. The Company incurred research and development expense of $2.1 million , $9.5 million and $12.3 million during the years ended December 31, 2015, 2014 and 2013, respectively. |
Employee Retirement Plans | Employee retirement plans The Company and many of its segments sponsor defined contribution retirement plans, such as 401(k) plans. Employee contributions to the plan are subject to regulatory limitations and the specific plan provisions. The Company and its segments may match these contributions up to levels specified in the plans and may make additional discretionary contributions as determined by management. The total employer contributions to these plans were $1.6 million , $1.1 million and $0.9 million for the years ended December 31, 2015, 2014 and 2013, respectively. The Company’s Arnold Magnetics subsidiary maintains a defined benefit plan for certain of its employees which is more fully described in "Note M - Defined Benefit Plan". Accounting guidelines require employers to recognize the overfunded or underfunded status of defined benefit pension and postretirement plans as assets or liabilities in their consolidated balance sheets and to recognize changes in that funded status in the year in which the changes occur as a component of comprehensive income. |
Seasonality | Seasonality Earnings of certain of the Company’s operating segments are seasonal in nature. Earnings from 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 lower 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. |
Stock Based Compensation | Stock based compensation The Company does not have a stock based compensation plan; however, certain of the Company’s subsidiaries maintain stock based compensation plans. During the years ended December 31, 2015, 2014 and 2013, $3.2 million , $3.8 million , and $3.7 million of stock based compensation expense was recorded to each expense category that included related salary expense in the consolidated statements of operations. As of December 31, 2015, the amount to be recorded for stock-based compensation expense in future years for unvested options is approximately $11.0 million . |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In April 2014, the Financial Accounting Standards Board ("FASB") issued an accounting standard update related to reporting discontinued operations and disclosures of disposals of components of an entity which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and "represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results." The new standard applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. The amendment was effective for the Company on January 1, 2015. 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 in the process of evaluating the future impact of the new standard on our consolidated financial statements. In November 2015, the 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 intends to early adopt this guidance, effective for interim reporting periods beginning in 2016. At December 31, 2015, the Company had $6.1 million classified as current 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. Accordingly, the standard is effective for the Company on January 1, 2016. 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 Company does not expect the adoption of this standard to have a material impact 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 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. The Company does not expect the adoption of this standard to have a material impact on our consolidated financial statements. In April 2015, the FASB issued an accounting standard update intended to simplify the presentation of debt issuance costs in the balance sheet. The new guidance requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Accordingly, the standard is effective for the Company on January 1, 2016. The Company does not expect the adoption of this standard to have a material impact on our consolidated financial statements. At December 31, 2015, the total net deferred financing cost is $9.5 million , which will be presented as a reduction of the associated debt effective January 1, 2016 in the consolidated balance sheet. 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. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Deconsolidation, Effects of IPO | The following table details the amounts recorded in the consolidated statement of stockholders’ equity during the year ended December 31, 2013 as a result of the FOX IPO (in thousands) : Trust Shares NCI Total Effect of FOX IPO proceeds $ 73,421 $ 36,125 $ 109,546 Effect of FOX IPO proceeds on NCI (1) — 7,492 7,492 Effect of FOX IPO on majority trust shares (2) 1,989 (1,989 ) — $ 75,410 $ 41,628 $ 117,038 (1) Represents the effect on noncontrolling shareholders resulting from the Company’s proceeds from the FOX IPO, as determined based on the proportionate interest of the carrying value of FOX. (2) Represents the majority ownership effect on the Company resulting from the FOX IPO. The following tables reflect the Company’s percentage ownership of its businesses, as of December 31, 2015, 2014 and 2013 and related noncontrolling interest balances as of December 31, 2015 and 2014: % Ownership (1) December 31, 2015 % Ownership (1) December 31, 2014 % Ownership (1) December 31, 2013 Primary Fully Diluted Primary Fully Diluted Primary Fully Diluted Ergobaby 81.0 74.2 81.0 74.3 81.0 75.0 FOX (2) n/a n/a n/a n/a 53.9 49.8 Liberty 96.2 84.6 96.2 84.8 96.2 84.8 Manitoba Harvest 76.6 65.6 n/a n/a n/a n/a ACI 69.4 69.3 69.4 69.3 69.4 69.4 Arnold Magnetics 96.7 87.3 96.7 87.5 96.7 87.2 Clean Earth 97.5 86.2 97.9 86.2 n/a n/a Sterno Products 100.0 89.7 100.0 91.7 n/a n/a (1) The principal difference between primary and fully diluted percentages of our operating segments is due to stock option issuances of operating segment stock to management of the respective business. (2) FOX was deconsolidated on July 10, 2014 after the Company's ownership interest in FOX fell below 50% . Refer to "Note E - Equity Method Investment". Noncontrolling Interest Balances (in thousands) December 31, December 31, Ergobaby $ 17,754 $ 14,783 FOX — — Liberty 2,934 2,547 Manitoba Harvest 14,071 n/a ACI 4,295 790 Arnold Magnetics 2,113 1,950 Clean Earth 4,308 2,672 Sterno Products 644 125 Allocation Interests 100 100 $ 46,219 $ 22,967 |
Summary of Ranges of Useful Lives | The ranges of useful lives are as follows: Buildings and improvements 15 to 25 years Machinery and equipment 2 to 25 years Office furniture, computers and software 2 to 8 years Leasehold improvements Shorter of useful life or lease term |
Acquisition of Businesses Acqui
Acquisition of Businesses Acquisition of Businesses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Acquisition [Line Items] | |
Pro Forma Information | The following unaudited pro forma data for the years ended December 31, 2015 and 2014 gives effect to the acquisition of Manitoba Harvest, Clean Earth and Sterno Products, as described above, as if the acquisitions had been completed as of January 1, 2014, and the sale of CamelBak and AFM as if the dispositions had been completed as of January 1, 2014. The pro forma data gives effect to historical operating results with adjustments to interest expense, amortization and depreciation expense, management fees and related tax effects. The information is provided for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred if the transaction had been consummated on the date indicated, nor is it necessarily indicative of future operating results of the consolidated companies, and should not be construed as representing results for any future period. Year Ended December 31, (in thousands) 2015 2014 Net revenues $ 828,547 $ 939,707 Operating income 39,892 40,952 Net income from continuing operations (1,941 ) 255,266 Net income from continuing operations attributable to Holdings (5,320 ) 243,629 Basic and fully diluted net income per share attributable to Holdings (0.48 ) 4.67 |
Manitoba Harvest | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The table below provides the recording of assets acquired and liabilities assumed as of the acquisition date. Manitoba Harvest (in thousands) Amounts Recognized as of Acquisition Date 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, which was charged to cost of goods sold during 2015. |
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 $ 13,005 Indefinite Technology and processes 9,616 10 years Customer relationships 41,066 15 years $ 63,687 |
Clean Earth Holdings | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Clean Earth (in thousands) Amounts Recognized as of Acquisition Date Assets: Cash $ 3,683 Accounts receivable, net (1) 41,821 Property, plant and equipment (2) 43,437 Intangible assets 135,939 Goodwill 109,738 Other current and noncurrent assets 8,697 Total assets $ 343,315 Liabilities and noncontrolling interest: Current liabilities $ 27,205 Other liabilities 149,760 Deferred tax liabilities 61,299 Noncontrolling interest 2,275 Total liabilities and noncontrolling interest $ 240,539 Net assets acquired $ 102,776 Noncontrolling interest 2,275 Intercompany loans to business and debt assumed 148,248 $ 253,299 Acquisition Consideration Purchase price $ 243,000 Working capital adjustment 6,616 Cash acquired 3,683 Total purchase consideration $ 253,299 Less: Transaction costs (1,935 ) Purchase price, net $ 251,364 (1) Includes $42.5 million of gross contractual accounts receivable of which $0.6 million was not expected to be collected. The fair value of accounts receivable approximated book value acquired. (2) Includes $20.9 million of property, plant and equipment basis step-up. |
Schedule of Intangible Assets Recorded as Part of Acquisition | The intangible assets recorded in connection with the Clean Earth acquisition are as follows (in thousands) : Intangible assets Amount Estimated Useful Life Customer relationships $ 25,730 15 years Permits and Airspace 93,209 10 - 20 years Trade name 17,000 20 years $ 135,939 |
Sterno Candle Lamp | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Sterno Products (in thousands) Amounts Recognized as of Acquisition Date Assets: Accounts Receivable (1) $ 18,534 Inventory (2) 19,932 Property, plant and equipment (3) 18,004 Intangible assets 90,950 Goodwill 33,717 Other current and non-current assets 1,734 Total assets $ 182,871 Liabilities: Current liabilities $ 20,120 Other liabilities 91,647 Total liabilities $ 111,767 Net assets acquired $ 71,104 Intercompany loans to business 91,647 $ 162,751 Acquisition Consideration Purchase Price $ 161,500 Working Capital Adjustment 1,251 Total purchase consideration $ 162,751 Less: Transaction costs (2,765 ) Purchase price, net $ 159,986 (1) Includes $18.8 million of gross contractual accounts receivable of which $0.2 million was not expected to be collected. The fair value of accounts receivable approximates book value acquired. (2) Includes $2.0 million in inventory basis step-up, which was charged to cost of goods sold during the year ended December 31, 2014. (3) Includes $6.9 million of property, plant and equipment basis step-up |
Schedule of Intangible Assets Recorded as Part of Acquisition | The intangible assets preliminarily recorded in connection with the Sterno acquisition are as follows (in thousands) : Intangible assets Amount Estimated Useful Life Customer Relationships 60,140 10 years Trade name 30,810 Indefinite $ 90,950 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Deconsolidation, Effects of IPO | The following table details the amounts recorded in the consolidated statement of stockholders’ equity during the year ended December 31, 2013 as a result of the FOX IPO (in thousands) : Trust Shares NCI Total Effect of FOX IPO proceeds $ 73,421 $ 36,125 $ 109,546 Effect of FOX IPO proceeds on NCI (1) — 7,492 7,492 Effect of FOX IPO on majority trust shares (2) 1,989 (1,989 ) — $ 75,410 $ 41,628 $ 117,038 (1) Represents the effect on noncontrolling shareholders resulting from the Company’s proceeds from the FOX IPO, as determined based on the proportionate interest of the carrying value of FOX. (2) Represents the majority ownership effect on the Company resulting from the FOX IPO. The following tables reflect the Company’s percentage ownership of its businesses, as of December 31, 2015, 2014 and 2013 and related noncontrolling interest balances as of December 31, 2015 and 2014: % Ownership (1) December 31, 2015 % Ownership (1) December 31, 2014 % Ownership (1) December 31, 2013 Primary Fully Diluted Primary Fully Diluted Primary Fully Diluted Ergobaby 81.0 74.2 81.0 74.3 81.0 75.0 FOX (2) n/a n/a n/a n/a 53.9 49.8 Liberty 96.2 84.6 96.2 84.8 96.2 84.8 Manitoba Harvest 76.6 65.6 n/a n/a n/a n/a ACI 69.4 69.3 69.4 69.3 69.4 69.4 Arnold Magnetics 96.7 87.3 96.7 87.5 96.7 87.2 Clean Earth 97.5 86.2 97.9 86.2 n/a n/a Sterno Products 100.0 89.7 100.0 91.7 n/a n/a (1) The principal difference between primary and fully diluted percentages of our operating segments is due to stock option issuances of operating segment stock to management of the respective business. (2) FOX was deconsolidated on July 10, 2014 after the Company's ownership interest in FOX fell below 50% . Refer to "Note E - Equity Method Investment". Noncontrolling Interest Balances (in thousands) December 31, December 31, Ergobaby $ 17,754 $ 14,783 FOX — — Liberty 2,934 2,547 Manitoba Harvest 14,071 n/a ACI 4,295 790 Arnold Magnetics 2,113 1,950 Clean Earth 4,308 2,672 Sterno Products 644 125 Allocation Interests 100 100 $ 46,219 $ 22,967 |
Equity Method Investments | The results of operations and balance sheet information of the Company's FOX investment are summarized below: Condensed Income Statement information: Year ended December 31, 2015 2014 (1) Net revenue $ 366,798 $ 306,734 Gross profit 112,042 94,420 Operating income 35,344 34,623 Net income 24,954 27,686 Condensed Balance Sheet information: December 31, 2015 December 31, 2014 Current assets $ 131,941 $ 112,609 Non-current assets 146,556 145,828 $ 278,497 $ 258,437 Current liabilities $ 74,017 $ 60,825 Non-current liabilities 52,220 68,806 Stockholders' equity 152,260 128,806 $ 278,497 $ 258,437 (1) The condensed income statement information included in the table above for 2014 reflects Fox's results of operations for the full fiscal year ending December 31, 2014. FOX's results of operations for the period from January 1, 2014 through July 10, 2014, the date of deconsolidation, are included in the results of operations of the Company for the year ending December 31, 2014. The following table reflects the year to date activity from our investment in FOX for 2015 and 2014 from the date of deconsolidation (in thousands): Year ended December 31, 2015 2014 Balance January 1st $ 245,214 $ — Effect of deconsolidation — 234,185 Gain on investment 4,533 11,029 Balance December 31st $ 249,747 $ 245,214 |
Summary of Consolidated Statement of Stockholders' Equity | The following table summarizes FOX's results of operations that are included in the Company's consolidated results of operations for the period from January 1, 2014 through July 10, 2014, the date of deconsolidation, and for the year ended December 31, 2013 ( in thousands ): Year ended December 31, 2014 2013 Net revenue $ 149,995 $ 272,746 Gross profit 46,294 80,129 Operating income 17,294 38,781 Net income 15,047 24,102 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Groups, Including Discontinued Operations | The following table presents summary balance sheet information for Tridien business held for sale as of December 31, 2015, and of the CamelBak, American Furniture and Tridien businesses held for sale as of December 31, 2014 (in thousands) : December 31, 2015 December 31, 2014 Tridien CamelBak American Furniture Tridien Total Assets: Cash $ 629 $ 975 $ 781 $ — $ 1,756 Accounts receivable, net 8,411 22,492 16,191 6,995 $ 45,678 Inventories 8,465 27,511 25,395 6,972 $ 59,878 Prepaid expenses and other current assets 1,267 4,627 364 782 $ 5,773 Current assets held for sale $ 18,772 $ 55,605 $ 42,731 $ 14,749 $ 113,085 Property, plant and equipment, net 2,102 7,987 903 1,879 10,769 Goodwill 7,834 5,546 — 16,762 22,308 Intangible assets, net 2,717 162,761 368 4,722 167,851 Other non-current assets 170 2,262 — 256 2,518 Noncurrent assets held for sale $ 12,823 $ 178,556 $ 1,271 $ 23,619 $ 203,446 Liabilities: Accounts payable 4,264 6,431 6,468 3,991 16,890 Accrued expenses and other current liabilities 4,191 9,834 1,640 2,791 14,265 Current liabilities held for sale $ 8,455 $ 16,265 $ 8,108 $ 6,782 $ 31,155 Deferred income taxes 110 6,115 — 265 6,380 Other noncurrent liabilities — 548 — — 548 Noncurrent liabilities held for sale $ 110 $ 6,663 $ — $ 265 $ 6,928 Noncontrolling interest of discontinued operations $ 916 $ 14,932 $ 260 $ 2,744 $ 17,936 |
CamelBak | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Groups, Including Discontinued Operations | Summarized operating results for CamelBak for the previous years through the date of disposition were as follows (in thousands): (in thousands) For the period January 1, 2015 through disposition Year ended December 31, 2014 Year ended December 31, 2013 Net sales $ 96,519 $ 148,675 $ 139,943 Gross profit 41,415 62,672 61,355 Operating income 14,348 17,913 17,919 Income from continuing operations before income taxes 16,607 18,266 17,953 Provision for income taxes 5,010 3,144 2,198 Income from discontinued operations (1) $ 11,597 $ 15,122 $ 15,755 (1) The results for the periods from January 1, 2015 through disposition, the year ended December 31, 2014 and the year ended December 31, 2013, exclude $5.4 million , $10.5 million and $11.7 million , respectively, of intercompany interest expense. |
American Furniture | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Groups, Including Discontinued Operations | Summarized operating results for American Furniture for the previous years through the date of disposition were as follows (in thousands): (in thousands) For the period January 1, 2015 through disposition Year ended December 31, 2014 Year ended December 31, 2013 Net sales $ 122,420 $ 129,696 $ 104,885 Gross profit 11,613 11,817 8,314 Operating income 4,126 3,661 175 Income from continuing operations before income taxes 4,134 3,757 193 Provision for income taxes 81 28 13 Income from discontinued operations (1) $ 4,053 $ 3,729 $ 180 (1) The results for the periods from January 1, 2015 through disposition, the year ended December 31, 2014 and the year ended December 31, 2013, exclude $1.5 million , $2.2 million and $1.9 million , respectively, of intercompany interest expense. |
Operating Segment Data (Tables)
Operating Segment Data (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Summary of Net Sales of Operating Segments | A disaggregation of the Company’s consolidated revenue and other financial data for the years ended December 31, 2015, 2014 and 2013 is presented below (in thousands) : Year ended December 31, Net sales of operating segments 2015 2014 2013 Ergobaby $ 86,506 $ 82,255 $ 67,340 FOX — 149,995 272,746 Liberty 101,146 90,149 126,541 Manitoba Harvest 17,423 — — ACI 87,532 85,918 87,406 Arnold Magnetics 119,994 123,205 126,606 Clean Earth 175,386 68,440 — Sterno Products 139,991 36,713 — Total 727,978 636,675 680,639 Reconciliation of segment revenues to consolidated revenues: Corporate and other — — — Total consolidated revenues $ 727,978 $ 636,675 $ 680,639 |
Revenues from Geographic Locations Outside Domestic Country | Revenues from geographic locations outside the United States were material for the following segments: Ergobaby, Manitoba Harvest, Arnold and Sterno Products, in each of the periods presented. Revenue attributable to Canada represented approximately 14.6% of total international revenue in 2015. Revenue attributable to any other individual foreign country is not material in 2015. Revenue attributable to any individual foreign countries was not material in 2014 or 2013. The international revenues from FOX in 2014 are for the period from January 1, 2014 through July 10, 2014, the date of deconsolidation. There were no significant inter-segment transactions. Year ended December 31, International revenues 2015 2014 2013 Ergobaby $ 48,237 $ 46,702 $ 40,322 FOX — 79,306 176,633 Manitoba Harvest 8,733 — — Arnold Magnetics 44,187 55,591 61,406 Sterno Products 3,575 2,137 — Total international revenues $ 104,732 $ 183,736 $ 278,361 |
Summary of Profit (Loss) of Operating Segments | Year ended December 31, Profit (loss) of operating segments (1) 2015 2014 2013 Ergobaby $ 22,157 $ 18,147 $ 12,616 FOX — 17,292 38,781 Liberty 11,858 (2,717 ) 12,458 Manitoba Harvest (2) (6,150 ) — — ACI 24,144 22,455 22,945 Arnold Magnetics 7,584 7,095 8,914 Clean Earth (3) 11,013 2,737 — Sterno Products (4) 13,200 (1,810 ) — Total 83,806 63,199 95,714 Reconciliation of segment profit to consolidated income (loss) from continuing operations before income taxes: Interest expense, net (25,924 ) (27,060 ) (19,378 ) Other income (expense), net (2,323 ) (593 ) (123 ) Gain on equity method investment 4,533 11,029 — Corporate and other (5) (36,100 ) 228,548 15,430 Total consolidated income (loss) from continuing operations before income taxes $ 23,992 $ 275,123 $ 91,643 (1) Segment profit (loss) represents operating income (loss). (2) Results from the year ended December 31, 2015 include $1.1 million of acquisition related costs in connection with the acquisition of Manitoba Harvest, $0.4 million acquisition related costs in connection with Manitoba Harvest's acquisition of HOCI, $3.1 million of cost of goods sold expense related to the amortization of the step-up in inventory basis resulting from the purchase price allocation of Manitoba Harvest, and $0.5 million in integration service fees paid to CGM. (3) The year ended December 31, 2014 includes $1.9 million of acquisition related costs incurred in connection with the acquisition of Clean Earth, and $0.6 million in integration service fees paid to CGM. The year ended December 31, 2015 includes $1.9 million in integration service fees paid to CGM. (4) The year ended December 31, 2014 includes $2.8 million of acquisition related costs incurred in connection with the acquisition of Sterno, $2.0 million of cost of goods sold expense related to the amortization of the step-up in inventory basis resulting from the purchase price allocation of Sterno, and $0.4 million in integration service fees paid to CGM. The year ended December 31, 2015 includes $1.1 million in integration service fees paid to CGM. (5) Primarily relates to the gain on the deconsolidation of FOX during 2014, the supplemental put reversal as a result of termination of the MSA during 2013, and management fees expensed and payable |
Summary of Accounts Receivable of Operating Segment | t |
Summary of Goodwill and Identifiable Assets of Operating Segments | CGM. Accounts receivable December 31, 2015 December 31, 2014 Ergobaby $ 8,076 $ 9,671 Liberty 12,941 11,376 Manitoba Harvest 5,512 — ACI 5,946 5,730 Arnold Magnetics 15,083 15,664 Clean Earth 42,291 52,059 Sterno Products 19,508 21,113 Total 109,357 115,613 Reconciliation of segment to consolidated totals: Corporate and other — — Total 109,357 115,613 Allowance for doubtful accounts (3,447 ) (3,756 ) Total consolidated net accounts receivable $ 105,910 $ 111,857 Identifiable Assets Depreciation and Amortization December 31 Year ended December 31, 2015 (1) 2014 (1) 2015 2014 2013 Ergobaby $ 62,436 $ 65,309 $ 3,475 $ 3,832 $ 3,686 FOX — — — 4,785 7,759 Liberty 31,395 34,139 3,518 6,250 6,173 Manitoba Harvest 88,541 — 5,192 — — ACI 17,275 19,334 2,996 4,606 4,930 Arnold Magnetics 72,310 77,610 8,766 8,528 8,135 Clean Earth 185,087 203,939 20,410 6,605 — Sterno Products 121,910 126,301 7,963 4,643 — Total 578,954 526,632 52,320 39,249 30,683 Reconciliation of segment to consolidated total: Corporate and other identifiable assets 318,534 255,538 755 501 253 Assets of discontinued operations 31,595 316,531 — — — Amortization of debt issuance costs and original issue discount — — 2,883 3,125 3,366 Total $ 929,083 $ 1,098,701 $ 55,958 $ 42,875 $ 34,302 (1) Does not include accounts receivable balances per schedule above or goodwill balances. |
Property, Plant and Equipment35
Property, Plant and Equipment and Inventory (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment is comprised of the following ( in thousands ): December 31, December 31, Machinery and equipment $ 126,850 $ 107,098 Office furniture, computers and software 8,771 5,942 Leasehold improvements 7,582 5,391 Buildings and land 31,856 25,096 175,059 143,527 Less: accumulated depreciation (59,111 ) (38,425 ) Total $ 115,948 $ 105,102 |
Summary of Inventory | Inventory is comprised of the following ( in thousands ): December 31, December 31, Raw materials and supplies $ 23,604 $ 19,868 Work-in-process 8,764 6,949 Finished goods 31,196 28,630 Less: obsolescence reserve (3,659 ) (4,111 ) Total $ 59,905 $ 51,336 |
Goodwill and Other Intangible36
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | A reconciliation of the change in the carrying value of goodwill for the years ended December 31, 2015 and 2014 are as follows (in thousands ): Corporate (1) Ergobaby FOX Liberty Manitoba Harvest ACI Arnold (2) Clean Earth Sterno Total Balance as of January 1, 2014 $ 8,649 $ 41,664 $ 31,924 $ 32,684 $ — $ 57,615 $ 51,767 $ — $ — $ 224,303 Acquisition of businesses (3) — — 13,371 144 — — — 110,633 33,716 157,864 Effect of deconsolidation of subsidiary (4) — — (45,295 ) — — — — — — (45,295 ) Balance at December 31, 2014 8,649 41,664 — 32,828 — 57,615 51,767 110,633 33,716 336,872 Acquisition of businesses (5) — — — — 55,805 404 — — — 56,209 Impairment losses — — — — — — — — — — Purchase accounting adjustments — — — — — — — 706 — 706 Foreign currency translation — — — — (3,132 ) — — — — (3,132 ) Balance as of December 31, 2015 $ 8,649 $ 41,664 $ — $ 32,828 $ 52,673 $ 58,019 $ 51,767 $ 111,339 $ 33,716 $ 390,655 (1) Represents goodwill resulting from purchase accounting adjustments not “pushed down” to the segments. This amount is allocated back to the respective segments for purposes of goodwill impairment testing. The amount of goodwill at the Corporate level relates to ACI. (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) Acquisition of businesses during the year ended December 31, 2014 for Clean Earth includes both the acquisition of Clean Earth in August 2014, and the add-on acquisition of AES by Clean Earth in December 2014. (4) As a result of the sale of shares by the Company in the FOX Secondary Offering, the Company's ownership interest in FOX decreased to approximately 41% , which resulted in the deconsolidation of the FOX operating segment from the Company's consolidated financial statements effective July 10, 2014. (5) Acquisition of businesses during the year ended December 31, 2015 includes both the acquisition of Manitoba Harvest in July 2015 ( $37.9 million ) and the Manitoba Harvest add-on acquisition of HOCI in December 2015 ( $17.9 million ). The following is a summary of the net carrying amount of goodwill at December 31, 2015 and 2014 ( in thousands ): December 31, 2015 December 31, 2014 Goodwill - gross carrying amount $ 390,655 $ 336,872 Accumulated impairment losses — — Goodwill - net carrying amount $ 390,655 $ 336,872 |
Summary of Other Intangible Assets | Other intangible assets subject to amortization are comprised of the following (in thousands): December 31, December 31, Weighted Average Useful Lives Customer relationships $ 212,454 $ 173,708 12 Technology and patents 38,230 29,308 9 Trade names, subject to amortization 25,003 24,793 17 Licensing and non-compete agreements 6,024 5,994 5 Permits and airspace (1) 98,673 98,406 13 Distributor relations and other 606 606 5 380,990 332,815 Accumulated amortization: Customer relationships (62,679 ) (47,951 ) Technology and patents (16,481 ) (13,033 ) Trade names, subject to amortization (4,639 ) (3,606 ) Licensing and non-compete agreements (5,913 ) (5,637 ) Permits and airspace (12,313 ) (3,104 ) Distributor relations and other (606 ) (606 ) Total accumulated amortization (102,631 ) (73,937 ) Trade names, not subject to amortization 72,328 60,491 Total intangibles, net $ 350,687 $ 319,369 (1) Permits and airspace intangible assets relate to the acquisition of Clean Earth in August 2014. Permits are obtained by Clean Earth for the treatment of soil and solid waste from various government municipalities and are amortized over the estimated life of the permit. Modifications of existing permits to accept new waste streams, alterations of existing permits to enhance the permit limitations, and new permits, as well as the related costs associated with obtaining, modifying or renewing the permits, are capitalized and amortized over the estimated life of the permit. |
Summary of Estimated Charges to Amortization Expense of Intangible Assets | Estimated charges to amortization expense of intangible assets over the next five years, is as follows, (in thousands): 2016 $ 28,538 2017 26,891 2018 26,441 2019 25,561 2020 25,315 $ 132,746 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Carried at Fair Value Measured on Recurring Basis | The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2015 and 2014 ( in thousands ): 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: Put option of noncontrolling shareholders (1) (50 ) — — (50 ) Interest rate swaps (13,483 ) — (13,483 ) — Total recorded at fair value $ 236,214 $ 249,747 $ (13,483 ) $ (50 ) Fair Value Measurements at December 31, 2014 Carrying Value Level 1 Level 2 Level 3 Assets: Equity method investment - FOX $ 245,214 $ 245,214 $ — $ — Liabilities: Put option of noncontrolling shareholders (1) (50 ) — — (50 ) Interest rate swap (9,828 ) — (9,828 ) — Total recorded at fair value $ 235,336 $ 245,214 $ (9,828 ) $ (50 ) (1) Represents put options issued to noncontrolling shareholders in connection with the Liberty acquisition. |
Reconciliations of Change in Carrying Value of Level 3 Supplemental Put Liability | A reconciliation of the change in the carrying value of the Company’s Level 3 fair value measurements for the year ended December 31, 2015 and 2014 is as follows ( in thousands ): 2015 2014 Balance at January 1st $ (50 ) $ (50 ) Change in fair value — — Balance at December 31st $ (50 ) $ (50 ) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Actual Financial Ratios as Part of Affirmative Covenants Credit Facility | The following table reflects required and actual financial ratios as of December 31, 2015 included as part of the affirmative covenants in the 2014 Credit Facility: Description of Required Covenant Ratio Covenant Ratio Requirement Actual Ratio Fixed Charge Coverage Ratio greater than or equal to 1.5:1.0 3.26:1.00 Total Debt to EBITDA Ratio less than or equal to 3.5:1.0 1.80:1.00 |
Summary of Debt Holdings | The following table provides the Company’s debt holdings at December 31, 2015 and December 31, 2014 (in thousands): December 31, December 31, Revolving Credit Facility $ — $ 169,725 Term Loan Facility 320,125 323,375 Original issue discount (1) (3,633 ) (4,303 ) Total debt $ 316,492 $ 488,797 Less: Current portion, term loan facilities (3,250 ) (3,250 ) Long term debt $ 313,242 $ 485,547 (1) The Company recorded $4.6 million in original issue discount upon issuance of the 2014 Term Loan Facility in June 2014. This discount is being amortized over the life of the 2014 Term Loan Facility. |
Summary of Annual Maturities of Term Loan Facility and Revolving Credit Facility | Annual maturities of the 2014 Term Loan Facility and 2014 Revolving Credit Facility are as follows (in thousands) : 2016 $ 3,250 2017 3,250 2018 3,250 2019 3,250 2020 3,250 Thereafter 303,875 $ 320,125 |
Summary of Components of Interest Expense | The following details the components of interest expense in each of the years ended December 31, 2015, 2014 and 2013 (in thousands) : Year ended December 31, 2015 2014 2013 Interest on credit facilities $ 17,590 $ 16,392 $ 15,625 Unused fee on Revolving Credit Facility 1,612 1,914 2,349 Amortization of original issue discount 671 882 1,243 Unrealized losses on interest rate derivatives 5,662 7,709 130 Letter of credit fees 121 62 53 Other 286 138 15 Interest expense $ 25,942 $ 27,097 $ 19,415 Average daily balance of debt outstanding $ 443,348 $ 379,034 $ 294,056 Effective interest rate 5.9 % 7.2 % 6.6 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Components of the Company's pretax income (loss) before taxes are as follows ( in thousands) : Year ended December 31, 2015 2014 2013 Income Before Income Taxes Domestic (including U.S. exports) $ 29,432 $ 267,796 $ 87,447 Foreign subsidiaries (5,440 ) 7,327 4,196 $ 23,992 $ 275,123 $ 91,643 |
Components of the Company's Income Tax Provision (Benefit) | Components of the Company’s income tax provision (benefit) are as follows ( in thousands) : Year ended December 31, 2015 2014 2013 Current taxes Federal $ 16,079 $ 16,821 $ 18,194 State 2,567 (2,728 ) 5,019 Foreign 688 1,008 1,860 Total current taxes 19,334 15,101 25,073 Deferred taxes: Federal (764 ) (8,238 ) (3,294 ) State 70 (1,394 ) (301 ) Foreign (3,639 ) (423 ) (887 ) Total deferred taxes (4,333 ) (10,055 ) (4,482 ) Total tax provision $ 15,001 $ 5,046 $ 20,591 |
Summary of Deferred Tax Assets and Deferred Tax Liabilities | The tax effects of temporary differences that have resulted in the creation of deferred tax assets and deferred tax liabilities at December 31, 2015 and 2014 are as follows ( in thousands) : December 31, 2015 2014 Deferred tax assets: Tax credits $ 60 $ 395 Accounts receivable and allowances 661 1,424 Net operating loss carryforwards 6,254 7,233 Accrued expenses 5,927 5,486 Other 3,243 1,996 Total deferred tax assets $ 16,145 $ 16,534 Valuation allowance (1) (1,308 ) (2,776 ) Net deferred tax assets $ 14,837 $ 13,758 Deferred tax liabilities: Intangible assets $ (92,083 ) $ (79,153 ) Property and equipment (17,750 ) (18,329 ) Prepaid and other expenses (1,723 ) (837 ) Total deferred tax liabilities $ (111,556 ) $ (98,319 ) Total net deferred tax liability $ (96,719 ) $ (84,561 ) (1) Primarily relates to the Arnold and Ergobaby operating segments. |
Reconciliation Between Federal Statutory Rate and Effective Income Tax Rate | The reconciliation between the Federal Statutory Rate and the effective income tax rate for 2015, 2014 and 2013 are as follows: Year ended December 31, 2015 2014 2013 United States Federal Statutory Rate 35.0 % 35.0 % 35.0 % State income taxes (net of Federal benefits) 6.5 (1.0 ) 3.3 Foreign income taxes 1.2 (0.3 ) (0.9 ) Expenses of Compass Group Diversified Holdings, LLC representing a pass through to shareholders (1) 29.1 2.3 1.6 Effect of (gain) loss on equity method investment (6.6 ) (1.4 ) — Effect of deconsolidation of subsidiary (2) — (33.6 ) — Effect of supplemental put expense (reversal) (3) — — (17.6 ) Impact of subsidiary employee stock options 1.3 — — Domestic production activities deduction (3.2 ) (0.3 ) (1.9 ) Non-deductible acquisition costs — 0.1 — Non-recognition of NOL carryforwards at subsidiaries (6.1 ) 0.5 — Other 5.3 0.5 3.0 Effective income tax rate 62.5 % 1.8 % 22.5 % (1) The effective income tax rate for each of the years presented includes losses at the Company’s parent, which is taxed as a partnership. (2) The effective income tax rate for the year ended December 31, 2014 includes a significant gain at the Company's parent related to the deconsolidation of FOX in July 2014. (3) The effective income tax rate for the year ended December 31, 2013 includes a gain at our parent related to the termination of the Supplemental Put Agreement in July 2013. |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the amount of unrecognized tax benefits for 2015, 2014 and 2013 are as follows (in thousands): Balance at January 1, 2013 $ 7,780 Additions for current years’ tax positions 1,855 Additions for prior years’ tax positions 50 Reductions for prior years’ tax positions — Reductions for settlements — Reductions for expiration of statute of limitations (1,725 ) Balance at December 31, 2013 $ 7,960 Additions for current years’ tax positions 19 Additions for prior years’ tax positions 141 Reductions for prior years’ tax positions (1) (7,620 ) Reductions for settlements — Reductions for expiration of statute of limitations (67 ) Balance at December 31, 2014 $ 433 Additions for current years’ tax positions 73 Additions for prior years’ tax positions — Reductions for prior years’ tax positions (15 ) Reductions for settlements — Reductions for expiration of statute of limitations (102 ) Balance at December 31, 2015 $ 389 (1) $7.6 million of the reduction for prior year tax positions relates to the deconsolidation of FOX in July 2014. |
Defined Benefit Plan (Tables)
Defined Benefit Plan (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Postemployment Benefits [Abstract] | |
Summary of Foreign Plan's Funded Status and Recognized Amounts | The following table sets forth the plan’s funded status and amounts recognized in the Company’s consolidated balance sheets at December 31, 2015 and 2014 (in thousands) : December 31, 2015 December 31, 2014 Change in benefit obligation: Benefit obligation, beginning of year $ 14,712 $ 13,386 Service cost 578 425 Interest cost 167 271 Actuarial (gain)/loss 143 1,847 Employee contributions and transfer (497 ) 363 Plan amendment (107 ) 383 Benefits paid (1,579 ) (621 ) Foreign currency translation (25 ) (1,342 ) Benefit obligation 13,392 14,712 Change in plan assets: Fair value of assets, beginning of period $ 11,408 $ 12,059 Actual return on plan assets 310 362 Company contribution 427 454 Employee contributions and transfer 350 363 Benefits paid (1,579 ) (621 ) Foreign currency translation (19 ) (1,209 ) Fair value of assets 10,897 11,408 Funded status $ (2,495 ) $ (3,304 ) |
Summary of Net Periodic Benefit Cost | Net periodic benefit cost consists of the following (in thousands) : Year ended December 31, 2015 2014 2013 Service cost $ 578 $ 425 $ 484 Interest cost 167 271 298 Expected return on plan assets 310 (468 ) (284 ) Net periodic benefit cost $ 1,055 $ 228 $ 498 |
Summary of Assumptions Used to Determine the Benefit Obligations and Components of the Net Periodic Benefit Cost | Assumptions used to determine the benefit obligations and components of the net periodic benefit cost at December 31, 2015 and 2014: December 31, 2015 December 31, 2014 Discount rate 1.00 % 1.25 % Expected return on plan assets 1.40 % 1.75 % Rate of compensation increase 1.00 % 1.00 % |
Summary of Expected Foreign Plan Benefit Payments | The following presents the benefit payments which are expected to be paid for the plan in each year indicated ( in thousands ): 2016 $ 460 2017 755 2018 459 2019 849 2020 1,143 Thereafter 3,029 $ 6,695 |
Summary of Allocation of Assets in Swiss Life's Group Life Portfolio | The allocation of pension plan assets by category in Swiss Life’s group life portfolio is as follows at December 31, 2015: Certificates of deposit and cash and cash equivalents 71 % Fixed income bonds and securities 7 % Private equity and hedge funds 6 % Real estate 14 % Equity and other investments 2 % 100 % |
Stockholder's Equity Stockholde
Stockholder's Equity Stockholder's Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Summary of Basic and Diluted Earnings Per Share | Basic and diluted earnings per share for the fiscal year ended December 31, 2015, 2014 and 2013 is calculated as follows: 2015 2014 2013 Income (loss) from continuing operations attributable to Holdings $ 3,858 $ 258,416 $ 58,928 Less: Profit Allocation paid to Holders 17,731 11,870 15,990 Less: Effect of contribution based profit—Holding Event 2,804 2,259 1,480 Income (loss) from Holdings attributable to Trust shares $ (16,677 ) $ 244,287 $ 41,458 Income from discontinued operations attributable to Holdings $ 157,980 $ 20,419 $ 9,136 Less: Effect of contribution based profit — 546 — Income from discontinued operations attributable to Trust shares $ 157,980 $ 19,873 $ 9,136 Basic and diluted weighted average shares outstanding 54,300 49,089 48,300 Basic and fully diluted income (loss) per share attributable to Holdings Continuing operations $ (0.30 ) $ 4.98 $ 0.86 Discontinued operations $ 2.91 $ 0.40 $ 0.19 $ 2.61 $ 5.38 $ 1.05 |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Noncontrolling Interest [Abstract] | |
Deconsolidation, Effects of IPO | The following table details the amounts recorded in the consolidated statement of stockholders’ equity during the year ended December 31, 2013 as a result of the FOX IPO (in thousands) : Trust Shares NCI Total Effect of FOX IPO proceeds $ 73,421 $ 36,125 $ 109,546 Effect of FOX IPO proceeds on NCI (1) — 7,492 7,492 Effect of FOX IPO on majority trust shares (2) 1,989 (1,989 ) — $ 75,410 $ 41,628 $ 117,038 (1) Represents the effect on noncontrolling shareholders resulting from the Company’s proceeds from the FOX IPO, as determined based on the proportionate interest of the carrying value of FOX. (2) Represents the majority ownership effect on the Company resulting from the FOX IPO. The following tables reflect the Company’s percentage ownership of its businesses, as of December 31, 2015, 2014 and 2013 and related noncontrolling interest balances as of December 31, 2015 and 2014: % Ownership (1) December 31, 2015 % Ownership (1) December 31, 2014 % Ownership (1) December 31, 2013 Primary Fully Diluted Primary Fully Diluted Primary Fully Diluted Ergobaby 81.0 74.2 81.0 74.3 81.0 75.0 FOX (2) n/a n/a n/a n/a 53.9 49.8 Liberty 96.2 84.6 96.2 84.8 96.2 84.8 Manitoba Harvest 76.6 65.6 n/a n/a n/a n/a ACI 69.4 69.3 69.4 69.3 69.4 69.4 Arnold Magnetics 96.7 87.3 96.7 87.5 96.7 87.2 Clean Earth 97.5 86.2 97.9 86.2 n/a n/a Sterno Products 100.0 89.7 100.0 91.7 n/a n/a (1) The principal difference between primary and fully diluted percentages of our operating segments is due to stock option issuances of operating segment stock to management of the respective business. (2) FOX was deconsolidated on July 10, 2014 after the Company's ownership interest in FOX fell below 50% . Refer to "Note E - Equity Method Investment". Noncontrolling Interest Balances (in thousands) December 31, December 31, Ergobaby $ 17,754 $ 14,783 FOX — — Liberty 2,934 2,547 Manitoba Harvest 14,071 n/a ACI 4,295 790 Arnold Magnetics 2,113 1,950 Clean Earth 4,308 2,672 Sterno Products 644 125 Allocation Interests 100 100 $ 46,219 $ 22,967 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Rental Commitments under Operating Leases | The future minimum rental commitments at December 31, 2015 under operating leases having an initial or remaining non-cancelable term of one year or more are as follows ( in thousands ): 2016 $ 10,146 2017 8,205 2018 7,016 2019 5,251 2020 4,984 Thereafter 28,836 $ 64,438 |
Supplemental Data (Tables)
Supplemental Data (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Supplemental Balance Sheet Data | Supplemental Balance Sheet Data (in thousands): December 31, December 31, Summary of accrued expenses: Accrued payroll and fringes $ 18,350 $ 13,224 Accrued taxes 1,435 2,150 Income taxes payable 2,164 2,028 Accrued interest 70 1,123 Accrued rebates 8,081 8,602 Warranty payable 1,259 1,264 Accrued transportation and disposal costs 5,714 9,439 Other accrued expenses 6,694 11,407 Total $ 43,767 $ 49,237 Year ended December 31, Warranty liability: 2015 2014 Beginning balance $ 1,264 $ 4,491 Accrual 343 1,918 Warranty payments (348 ) (1,266 ) Deconsolidation of subsidiary — (3,879 ) Ending balance $ 1,259 $ 1,264 |
Summary of Supplemental Cash Flow Data | Supplemental Cash Flow Statement Data (in thousands): December 31, December 31, December 31, Interest paid $ 21,180 $ 16,033 $ 18,997 Taxes paid $ 6,494 $ 12,226 $ 18,600 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Incurred Management Fees | For the year ended December 31, 2015, 2014 and 2013, the Company incurred the following management fees to CGM, by entity ( in thousands ): December 31, December 31, December 31, Ergobaby $ 500 $ 500 $ 500 FOX — — 308 Liberty 500 500 500 Manitoba Harvest 175 n/a n/a Advanced Circuits 500 500 500 Arnold Magnetics 500 500 500 Clean Earth 500 125 n/a Sterno Products 500 125 n/a Corporate 22,483 19,622 15,474 $ 25,658 $ 21,872 $ 17,782 |
Unaudited Quarterly Financial46
Unaudited Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Unaudited Quarterly Financial Data | The following table presents the unaudited quarterly financial data. This information has been prepared on a basis consistent with that of the audited consolidated financial statements and all necessary material adjustments, consisting of normal recurring accruals and adjustments, have been included to present fairly the unaudited quarterly financial data. The quarterly results of operations for these periods are not necessarily indicative of future results of operations. The per share calculations for each of the quarters are based on the weighted average number of shares for each period; therefore, the sum of the quarters may not necessarily be equal to the full year per share amount. (in thousands) December 31, September 30, June 30, March 31, Total revenues $ 199,531 $ 184,830 $ 180,757 $ 162,860 Gross profit 67,598 64,750 59,025 49,363 Operating income 16,397 14,628 14,119 4,774 Income (loss) from continuing operations 1,839 10,009 18,467 (21,324 ) Income from discontinued operations (2,098 ) 4,934 8,108 (3,963 ) Gain (loss) on sale of discontinued operations, net of income tax (1,277 ) 151,075 — — Net income (loss) attributable to Holdings $ (2,217 ) $ 164,500 $ 24,457 $ (24,902 ) Basic and fully diluted income (loss) per share attributable to Holdings: Continuing operations $ (0.37 ) $ 0.14 $ 0.28 $ 0.42 Discontinued operations (0.02 ) 2.87 0.12 0.05 Basic and fully diluted income (loss) per share attributable to Holdings $ (0.39 ) $ 3.01 $ 0.40 $ 0.47 (1) The Company accrued an additional $1.3 million during the three months ended December 31, 2015 related to the expected working capital settlement for the sale of CamelBak. (2) During the three months ended September 30, 2015, the Company sold their Camelbak operating segment and entered into a sale of their American Furniture operating segment (the sale was finalized on October 5, 2015) for a net gain on sale of approximately $151.1 million . The Company also purchased Manitoba Harvest for a purchase price of approximately $102.7 million - refer to "Note C - Acquisition of Businesses". (in thousands) December 31, September 30, June 30, March 31, Total revenues $ 178,049 $ 123,659 $ 178,850 $ 156,117 Gross profit 51,772 42,374 58,536 52,335 Operating income 1,103 5,910 14,391 10,488 Income from continuing operations 3,943 258,579 6,376 1,179 Income from discontinued operations 4,990 3,951 5,943 6,194 Net income attributable to Holdings 7,359 261,098 5,719 4,659 Basic and fully diluted income (loss) per share attributable to Holdings: Continuing operations $ 0.04 $ 5.06 $ (0.01 ) $ (0.04 ) Discontinued operations 0.10 0.09 0.12 0.12 Basic and fully diluted income per share attributable to Holdings $ 0.14 $ 5.15 $ 0.11 $ 0.08 |
Organization and Business Ope47
Organization and Business Operations - Additional Information (Detail) - Segment | Apr. 25, 2006 | Dec. 31, 2015 | Jul. 10, 2014 |
Schedule of Equity Method Investments [Line Items] | |||
Sole owner of Trust interest of the company | 100.00% | ||
Number of businesses/operating segments owned | 7 | ||
FOX | |||
Schedule of Equity Method Investments [Line Items] | |||
Non-controlling interest percent | 41.00% | 41.00% |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jul. 10, 2014 | Aug. 13, 2013 | Nov. 30, 2014 | Jul. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Nov. 14, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Stock [Line Items] | |||||||||||
Deferred Finance Costs, Noncurrent, Net | $ 11,197 | $ 9,466 | $ 11,197 | ||||||||
Supplemental put reversal | $ 0 | 0 | $ (45,995) | ||||||||
Share of the voting interest percentage | 50.00% | ||||||||||
Company's ownership interest before transaction | 53.00% | ||||||||||
Company's ownership interest after transaction | 41.00% | ||||||||||
Gain from shares sold from secondary offering | $ 76,200 | ||||||||||
Gain related to a retained interest in FOX | 188,000 | ||||||||||
Gain on deconsolidation of subsidiary | $ 264,300 | $ 264,300 | $ 0 | 264,325 | 0 | ||||||
Investment owned, balance, shares | 15,108,718 | ||||||||||
Payment of profit allocation | 0 | 0 | $ 5,603 | ||||||||
Term debt fair value net of discount | 316,500 | ||||||||||
Deferred tax assets recorded | 13,758 | 14,837 | 13,758 | ||||||||
Valuation allowance | [1] | $ 2,776 | $ 1,308 | $ 2,776 | |||||||
Weighted average number of Trust shares outstanding | 48,300,000 | 54,300,000 | 49,089,000 | 48,300,000 | |||||||
Common Stock, Shares, Outstanding | 6,000,000 | 6,000,000 | |||||||||
Advertising costs | $ 11,800 | $ 11,000 | $ 10,200 | ||||||||
Research and development expense | 2,100 | 9,500 | 12,300 | ||||||||
Total employer contributions to plans | 1,600 | 1,100 | 900 | ||||||||
Allocated share-based compensation expense | 3,200 | 3,800 | $ 3,700 | ||||||||
Stock compensation expense in future years for unvested options | 11,000 | ||||||||||
Parent Company | |||||||||||
Class of Stock [Line Items] | |||||||||||
Consideration received from sale of stock | $ 65,500 | $ 65,500 | |||||||||
Secondary Offering | |||||||||||
Class of Stock [Line Items] | |||||||||||
Sale of stock (dollars per share) | $ 15.50 | ||||||||||
Consideration received from sale of stock | $ 84,400 | ||||||||||
Secondary Offering | Subsidiaries | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares to be sold by shareholders | 5,750,000 | ||||||||||
Secondary Offering | Parent Company | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares to be sold by shareholders | 4,466,569 | ||||||||||
Consideration received from sale of stock | $ 65,500 | ||||||||||
Over-Allotment Option | Subsidiaries | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares to be sold by shareholders | 750,000 | ||||||||||
Over-Allotment Option | Parent Company | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares to be sold by shareholders | 633,955 | ||||||||||
FOX | |||||||||||
Class of Stock [Line Items] | |||||||||||
Subsidiary stock issued during period shares new issues | 2,857,143 | ||||||||||
Number of shares to be sold by shareholders | 7,000,000 | ||||||||||
Number of common shares sold by parent in subsidiary IPO | 5,800,238 | ||||||||||
Sale of stock (dollars per share) | $ 15 | ||||||||||
Proceeds to Parent from shares of common stock sold in subsidiary IPO | $ 80,900 | ||||||||||
Payment of profit allocation | 5,600 | ||||||||||
FOX | Primary Basis | |||||||||||
Class of Stock [Line Items] | |||||||||||
Company's ownership interest before transaction | 75.80% | ||||||||||
Company's ownership interest after transaction | 53.90% | ||||||||||
FOX | Fully Diluted Basis | |||||||||||
Class of Stock [Line Items] | |||||||||||
Company's ownership interest before transaction | 70.60% | ||||||||||
Company's ownership interest after transaction | 49.80% | ||||||||||
FOX | |||||||||||
Class of Stock [Line Items] | |||||||||||
Company's ownership interest after transaction | 41.00% | ||||||||||
Gain on deconsolidation of subsidiary | $ 0 | $ 234,185 | |||||||||
[1] | {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOjg0NTViMTg5YmEyMDQyYTJhZTI1YzdkYzRjNDRlMjEwfFRleHRTZWxlY3Rpb246NTVGMDg0QjVDNzVCNTZFQ0IxNTRDMTZDRkNGRDRBRkUM} |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - FOX IPO (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2013USD ($) | ||
Subsidiary, Sale of Stock [Line Items] | ||
Effect of FOX IPO proceeds | $ 109,546 | |
Distribution to noncontrolling interest holders | (3,090) | |
Effect of FOX IPO on majority trust shares | 0 | [1] |
Noncontrolling Interest, Increase from Business Combination | 117,038 | |
Stockholders' Equity Attributable to Holdings | ||
Subsidiary, Sale of Stock [Line Items] | ||
Noncontrolling Interest, Increase from Business Combination | 75,410 | |
Non-Controlling Interest | ||
Subsidiary, Sale of Stock [Line Items] | ||
Distribution to noncontrolling interest holders | 0 | |
Noncontrolling Interest, Increase from Business Combination | 41,628 | |
Fox IPO | Non-Controlling Interest | ||
Subsidiary, Sale of Stock [Line Items] | ||
Effect of FOX IPO proceeds | 36,125 | |
Distribution to noncontrolling interest holders | 7,492 | [2] |
Effect of FOX IPO on majority trust shares | (1,989) | [1] |
Noncontrolling Interest, Increase from Business Combination | $ 41,628 | |
[1] | Represents the majority ownership effect on the Company resulting from the FOX IPO. | |
[2] | Represents the effect on noncontrolling shareholders resulting from the Company’s proceeds from the FOX IPO, as determined based on the proportionate interest of the carrying value of FOX. |
Summary of Significant Accoun50
Summary of Significant Accounting Policies - Summary of Ranges of Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life for property, plant and equipment, in years | 2 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life for property, plant and equipment, in years | 25 years |
Office furniture, computers and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life for property, plant and equipment, in years | 2 years |
Office furniture, computers and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life for property, plant and equipment, in years | 8 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Leasehold improvements | Shorter of useful life or lease term |
Acquisition of Businesses - Add
Acquisition of Businesses - Additional Information (Detail) retail_store in Thousands, CAD in Thousands, $ in Thousands | Dec. 15, 2015CAD | Dec. 15, 2015USD ($) | Jul. 10, 2015CAD | Jul. 10, 2015USD ($)retail_store | Dec. 15, 2014USD ($)Facility | Oct. 10, 2014USD ($) | Aug. 26, 2014USD ($)Facility | Mar. 31, 2014USD ($) | Oct. 31, 2013USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015CADFacility | Dec. 31, 2015USD ($)Facility | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Sep. 30, 2016retail_store | Jul. 10, 2014 | |
Business Acquisition [Line Items] | ||||||||||||||||||
Noncontrolling interest, increase from business combination | $ 2,275 | |||||||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 130,292 | 474,657 | $ 1,117 | |||||||||||||||
Goodwill | $ 390,655 | $ 390,655 | 336,872 | 224,303 | ||||||||||||||
Percentage of controlling interest in Arnold | 50.00% | 50.00% | ||||||||||||||||
Business acquisition purchase price | $ 2,500 | |||||||||||||||||
Purchase price | 1,100 | |||||||||||||||||
Cash to be paid in 2014 | 1,200 | |||||||||||||||||
Total consideration reduced after settlement | 200 | |||||||||||||||||
Purchase price, net | $ 2,300 | |||||||||||||||||
Purchase accounting adjustments | $ 706 | |||||||||||||||||
Manitoba Harvest | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible assets | $ 63,687 | |||||||||||||||||
Cash | 164 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities And Noncontrolling Interest | 50,830 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Including Noncontrolling Interest | $ 72,622 | |||||||||||||||||
Number of stores | retail_store | 7 | |||||||||||||||||
Controlling interest, percent | 87.00% | |||||||||||||||||
Purchase price, net | CAD 130,254 | $ 102,708 | ||||||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 103,853 | |||||||||||||||||
Integration service fees | 1,000 | |||||||||||||||||
Inventory basis step-up | 3,100 | 3,100 | ||||||||||||||||
Transaction costs | 1,145 | |||||||||||||||||
Goodwill | 37,882 | |||||||||||||||||
Intercompany loans to business and debt assumed | 23,593 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Including Related Party Debt | $ 103,853 | |||||||||||||||||
Percentage of initial noncontrolling interest | 13.00% | |||||||||||||||||
Purchase price | $ 104,437 | |||||||||||||||||
Working capital adjustment | (584) | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 3,787 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 8,203 | |||||||||||||||||
Intangible assets | 63,687 | |||||||||||||||||
Other current and noncurrent assets | 986 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Assets Including Goodwill | 123,452 | |||||||||||||||||
Current liabilities | 3,267 | |||||||||||||||||
Other liabilities | 23,332 | |||||||||||||||||
Deferred tax liabilities | 16,593 | |||||||||||||||||
Noncontrolling interest | 7,638 | |||||||||||||||||
Clean Earth Holdings | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible assets | $ 135,939 | |||||||||||||||||
Cash | 3,683 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities And Noncontrolling Interest | 240,539 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Including Noncontrolling Interest | $ 102,776 | |||||||||||||||||
Controlling interest, percent | 98.00% | |||||||||||||||||
Purchase price, net | $ 251,364 | |||||||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 253,299 | |||||||||||||||||
Initial noncontrolling interest, percent | 2.00% | |||||||||||||||||
Loans provided by company | $ 146,300 | |||||||||||||||||
Integration service fees | $ 2,500 | 2,500 | ||||||||||||||||
Gross accounts receivable | 42,500 | |||||||||||||||||
Allowance for doubtful accounts receivable | 600 | |||||||||||||||||
Property, plant and equipment basis set-up | 20,900 | |||||||||||||||||
Transaction costs | 1,935 | 1,900 | 1,900 | |||||||||||||||
Goodwill | 109,738 | |||||||||||||||||
Intercompany loans to business and debt assumed | 148,248 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Including Related Party Debt | 253,299 | |||||||||||||||||
Purchase price | 243,000 | |||||||||||||||||
Working capital adjustment | 6,616 | |||||||||||||||||
Cash Acquired from Acquisition | (3,683) | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | [1] | 41,821 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | [2] | 43,437 | ||||||||||||||||
Intangible assets | 135,939 | |||||||||||||||||
Other current and noncurrent assets | 8,697 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Assets Including Goodwill | 343,315 | |||||||||||||||||
Current liabilities | 27,205 | |||||||||||||||||
Other liabilities | 149,760 | |||||||||||||||||
Deferred tax liabilities | 61,299 | |||||||||||||||||
Noncontrolling interest | $ 2,275 | |||||||||||||||||
Sterno Candle Lamp | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible assets | 90,950 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Including Noncontrolling Interest | 71,104 | |||||||||||||||||
Purchase price, net | 159,986 | $ 160,000 | ||||||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 162,751 | |||||||||||||||||
Integration service fees | 1,500 | |||||||||||||||||
Accounts receivable, gross | 18,800 | |||||||||||||||||
Allowance for doubtful accounts receivable | 200 | |||||||||||||||||
Inventory basis step-up | 2,000 | 2,000 | ||||||||||||||||
Property, plant and equipment basis step-up | 6,900 | |||||||||||||||||
Transaction costs | 2,765 | |||||||||||||||||
Goodwill | 33,717 | |||||||||||||||||
Intercompany loans to business and debt assumed | 91,647 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Including Related Party Debt | 162,751 | |||||||||||||||||
Less: Transaction costs | 2,800 | |||||||||||||||||
Purchase price | 161,500 | |||||||||||||||||
Working capital adjustment | 1,251 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | [3] | 18,534 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | [4] | 18,004 | ||||||||||||||||
Intangible assets | 90,950 | |||||||||||||||||
Other current and noncurrent assets | 1,734 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Assets Including Goodwill | 182,871 | |||||||||||||||||
Current liabilities | 20,120 | |||||||||||||||||
Other liabilities | 91,647 | |||||||||||||||||
Hemp Oil Canada, Inc. | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Less: Transaction costs | CAD 500 | $ 400 | ||||||||||||||||
Percentage of initial noncontrolling interest | 11.00% | 11.00% | ||||||||||||||||
Purchase price | CAD 42,000 | $ 30,800 | ||||||||||||||||
American Environmental Services | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition purchase price | $ 16,600 | |||||||||||||||||
Number of facilities acquired | Facility | 2 | |||||||||||||||||
FOX | Sport Truck | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Purchase price | $ 40,800 | |||||||||||||||||
FOX | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Non-controlling interest percent | 41.00% | 41.00% | 41.00% | |||||||||||||||
Manitoba Harvest | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Number of stores | retail_store | 7 | |||||||||||||||||
Goodwill | $ 52,673 | $ 52,673 | 0 | 0 | ||||||||||||||
Clean Earth Holdings | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Number of facilities | Facility | 14 | 14 | 14 | |||||||||||||||
Goodwill | $ 111,339 | $ 111,339 | 110,633 | $ 0 | ||||||||||||||
Purchase accounting adjustments | $ 1,100 | 706 | ||||||||||||||||
Affiliated Entity | Loans Provided In Acquisition | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intercompany loans to business and debt assumed | $ 91,600 | |||||||||||||||||
Non- Controlling Interest | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Noncontrolling interest, increase from business combination | 7,638 | $ 2,275 | ||||||||||||||||
Non- Controlling Interest | Manitoba Harvest | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Noncontrolling interest, increase from business combination | CAD 9,300 | 6,811 | ||||||||||||||||
Customer relationships | Manitoba Harvest | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible assets | $ 13,005 | |||||||||||||||||
Intangible assets, estimated useful life | 15 years | 15 years | ||||||||||||||||
Customer relationships | Clean Earth Holdings | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible assets | $ 25,730 | |||||||||||||||||
Intangible assets, estimated useful life | 15 years | |||||||||||||||||
Customer relationships | Sterno Candle Lamp | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible assets | 30,810 | |||||||||||||||||
Permits And Airspace | Clean Earth Holdings | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible assets | $ 93,209 | |||||||||||||||||
Trade names, subject to amortization | Manitoba Harvest | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible assets | $ 9,616 | |||||||||||||||||
Trade names, subject to amortization | Clean Earth Holdings | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible assets | $ 17,000 | |||||||||||||||||
Intangible assets, estimated useful life | 20 years | |||||||||||||||||
Trade names, subject to amortization | Sterno Candle Lamp | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Intangible assets | $ 60,140 | |||||||||||||||||
Intangible assets, estimated useful life | 10 years | |||||||||||||||||
[1] | Includes $42.5 million of gross contractual accounts receivable of which $0.6 million was not expected to be collected. The fair value of accounts receivable approximated book value acquired. | |||||||||||||||||
[2] | Includes $20.9 million of property, plant and equipment basis step-up. | |||||||||||||||||
[3] | Includes $18.8 million of gross contractual accounts receivable of which $0.2 million was not expected to be collected. The fair value of accounts receivable approximates book value acquired | |||||||||||||||||
[4] | Includes $6.9 million of property, plant and equipment basis step-up. |
Acquisition of Businesses Acq52
Acquisition of Businesses Acquisition - Schedule of Assets Acquired and Liabilities Assumed as of the Acquisition Date (Details) CAD in Thousands, $ in Thousands | Jul. 10, 2015CAD | Jul. 10, 2015USD ($) | Oct. 10, 2014USD ($) | Oct. 31, 2013USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Assets: | |||||||||
Goodwill | $ 390,655 | $ 390,655 | $ 336,872 | $ 224,303 | |||||
Acquisition Consideration | |||||||||
Purchase price | $ 1,100 | ||||||||
Total purchase consideration | $ 130,292 | $ 474,657 | $ 1,117 | ||||||
Manitoba Harvest | |||||||||
Assets: | |||||||||
Cash | $ 164 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 3,787 | ||||||||
Inventory | 8,743 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, 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 | ||||||||
Intercompany loans to business and debt assumed | 23,593 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Including Related Party Debt | 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 | CAD 130,254 | $ 102,708 | |||||||
Sterno Candle Lamp | |||||||||
Assets: | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | [1] | $ 18,534 | |||||||
Inventory | [2] | 19,932 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | [3] | 18,004 | |||||||
Intangible assets | 90,950 | ||||||||
Goodwill | 33,717 | ||||||||
Other current and noncurrent assets | 1,734 | ||||||||
Total assets | 182,871 | ||||||||
Liabilities and noncontrolling interest: | |||||||||
Current liabilities | 20,120 | ||||||||
Other liabilities | 91,647 | ||||||||
Total liabilities | 111,767 | ||||||||
Net assets acquired | 71,104 | ||||||||
Intercompany loans to business and debt assumed | 91,647 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Including Related Party Debt | 162,751 | ||||||||
Acquisition Consideration | |||||||||
Purchase price | 161,500 | ||||||||
Working capital adjustment | 1,251 | ||||||||
Total purchase consideration | 162,751 | ||||||||
Less: Transaction costs | (2,765) | ||||||||
Purchase price, net | $ 159,986 | $ 160,000 | |||||||
[1] | Includes $18.8 million of gross contractual accounts receivable of which $0.2 million was not expected to be collected. The fair value of accounts receivable approximates book value acquired | ||||||||
[2] | Includes $2.0 million in inventory basis step-up, which was charged to cost of goods sold during the year ended December 31, 2014. | ||||||||
[3] | Includes $6.9 million of property, plant and equipment basis step-up. |
Acquisition of Businesses Acq53
Acquisition of Businesses Acquisition - Schedule of Intangible Assets Recorded as Part of Acquisition (Details) - USD ($) $ in Thousands | Jul. 10, 2015 | Aug. 26, 2014 | Dec. 31, 2015 |
Clean Earth Holdings | Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 10 years | ||
Manitoba Harvest | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | $ 63,687 | ||
Manitoba Harvest | Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | $ 13,005 | ||
Intangible assets, estimated useful life | 15 years | ||
Manitoba Harvest | Trade name | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | $ 9,616 | ||
Manitoba Harvest | Technology-Based Intangible Assets | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | $ 41,066 | ||
Intangible assets, estimated useful life | 10 years | ||
Sterno Candle Lamp | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | $ 90,950 | ||
Sterno Candle Lamp | Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | 30,810 | ||
Sterno Candle Lamp | Trade name | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | $ 60,140 | ||
Intangible assets, estimated useful life | 10 years |
Acquisition of Businesses Acq54
Acquisition of Businesses Acquisition - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | [1] | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||||||||
Net income (loss) attributable to Holdings | $ (2,217) | $ 164,500 | $ 24,457 | $ (24,902) | $ 7,359 | $ 261,098 | $ 5,719 | $ 4,659 | $ 161,838 | $ 278,835 | $ 68,064 | |
Clean Earth Holdings and Sterno Candle Lamp | ||||||||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||||||||
Net revenues | 828,547 | 939,707 | ||||||||||
Operating income | 39,892 | 40,952 | ||||||||||
Net income from continuing operations | (1,941) | 255,266 | ||||||||||
Net income (loss) attributable to Holdings | $ (5,320) | $ 243,629 | ||||||||||
Basic and fully diluted net income per share attributable to Holdings | $ (0.48) | $ 4.67 | ||||||||||
[1] | During the three months ended September 30, 2015, the Company sold |
Equity Method Investment - Addi
Equity Method Investment - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Aug. 26, 2014 | Jul. 10, 2014 | Aug. 13, 2013 | Jul. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Company's ownership interest before transaction | 53.00% | |||||||
Company's ownership interest after transaction | 41.00% | |||||||
Gain on deconsolidation of subsidiary | $ 264,300 | $ 264,300 | $ 0 | $ 264,325 | $ 0 | |||
Gain related to a retained interest in FOX | 188,000 | |||||||
Gain from shares sold from secondary offering | $ 76,200 | |||||||
Investment owned, balance, shares | 15,108,718 | |||||||
Equity Method Investments | 249,747 | 245,214 | ||||||
Gain on equity method investment | 4,533 | 11,029 | 0 | |||||
FOX | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Company's ownership interest after transaction | 41.00% | |||||||
Gain on deconsolidation of subsidiary | $ 0 | 234,185 | ||||||
Non-controlling interest percent | 41.00% | 41.00% | ||||||
Equity Method Investments | $ 249,747 | 245,214 | $ 0 | |||||
Gain on equity method investment | $ 4,533 | $ 11,029 | ||||||
FOX | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Subsidiary stock issued during period shares new issues | 2,857,143 | |||||||
Number of shares to be sold by shareholders | 7,000,000 | |||||||
Sale of stock (dollars per share) | $ 15 | |||||||
Number of common shares sold by parent in subsidiary IPO | 5,800,238 | |||||||
Proceeds to Parent from shares of common stock sold in subsidiary IPO | $ 80,900 | |||||||
Primary Basis | FOX | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Company's ownership interest before transaction | 75.80% | |||||||
Company's ownership interest after transaction | 53.90% | |||||||
Fully Diluted Basis | FOX | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Company's ownership interest before transaction | 70.60% | |||||||
Company's ownership interest after transaction | 49.80% | |||||||
Secondary Offering | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of stock (dollars per share) | $ 15.50 | |||||||
Consideration received from sale of stock | $ 84,400 | |||||||
Subsidiaries | Secondary Offering | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares to be sold by shareholders | 5,750,000 | |||||||
Subsidiaries | Over-Allotment Option | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares to be sold by shareholders | 750,000 | |||||||
Parent Company | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Consideration received from sale of stock | $ 65,500 | $ 65,500 | ||||||
Parent Company | Secondary Offering | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares to be sold by shareholders | 4,466,569 | |||||||
Consideration received from sale of stock | $ 65,500 | |||||||
Parent Company | Over-Allotment Option | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares to be sold by shareholders | 633,955 | |||||||
Corporate Joint Venture | Arnold Magnetics | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Non-controlling interest percent | 50.00% | |||||||
Clean Earth Holdings | Minimum | Permits And Airspace | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Intangible assets, estimated useful life | 10 years | |||||||
Clean Earth Holdings | Maximum | Permits And Airspace | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Intangible assets, estimated useful life | 20 years |
Equity Method Investment FOX IP
Equity Method Investment FOX IPO (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2013USD ($) | ||
Subsidiary, Sale of Stock [Line Items] | ||
Effect of FOX IPO proceeds | $ 109,546 | |
Effect of FOX IPO proceeds on NCI | (3,090) | |
Effect of FOX IPO on majority trust shares | 0 | [1] |
Noncontrolling Interest, Increase from Business Combination | 117,038 | |
Parent Company | Fox IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Effect of FOX IPO proceeds | 73,421 | |
Effect of FOX IPO on majority trust shares | 1,989 | [1] |
Noncontrolling Interest, Increase from Business Combination | 75,410 | |
Non- Controlling Interest | ||
Subsidiary, Sale of Stock [Line Items] | ||
Effect of FOX IPO proceeds on NCI | 0 | |
Noncontrolling Interest, Increase from Business Combination | 41,628 | |
Non- Controlling Interest | Fox IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Effect of FOX IPO proceeds | 36,125 | |
Effect of FOX IPO proceeds on NCI | 7,492 | [2] |
Effect of FOX IPO on majority trust shares | (1,989) | [1] |
Noncontrolling Interest, Increase from Business Combination | $ 41,628 | |
[1] | Represents the majority ownership effect on the Company resulting from the FOX IPO. | |
[2] | Represents the effect on noncontrolling shareholders resulting from the Company’s proceeds from the FOX IPO, as determined based on the proportionate interest of the carrying value of FOX. |
Equity Method Investment Invest
Equity Method Investment Investment Activity for FOX (Details) - USD ($) $ in Thousands | Jul. 10, 2014 | Jul. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Gain (Loss) on Investments [Line Items] | |||||
Equity method investment, beginning balance | $ 245,214 | ||||
Effect of deconsolidation | $ 264,300 | $ 264,300 | 0 | $ 264,325 | $ 0 |
Gain on investment | 4,533 | 11,029 | 0 | ||
Equity method Investments, ending balance | 249,747 | 245,214 | |||
FOX | |||||
Gain (Loss) on Investments [Line Items] | |||||
Equity method investment, beginning balance | 245,214 | 0 | |||
Effect of deconsolidation | 0 | 234,185 | |||
Gain on investment | 4,533 | 11,029 | |||
Equity method Investments, ending balance | $ 249,747 | $ 245,214 | $ 0 |
Equity Method Investment Result
Equity Method Investment Results of Operations and Balance Sheet Information for FOX (Details) - FOX - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Schedule of Equity Method Investments [Line Items] | |||
Net revenue | [1] | $ 366,798 | $ 306,734 |
Gross profit | [1] | 112,042 | 94,420 |
Operating income | [1] | 35,344 | 34,623 |
Net income | [1] | 24,954 | 27,686 |
Current assets | [1] | 131,941 | 112,609 |
Non-current assets | [1] | 146,556 | 145,828 |
Total assets | [1] | 278,497 | 258,437 |
Current liabilities | [1] | 74,017 | 60,825 |
Non-current liabilities | [1] | 52,220 | 68,806 |
Stockholders' equity | [1] | 152,260 | 128,806 |
Total liabilities and stockholders’ equity | [1] | $ 278,497 | $ 258,437 |
[1] | The condensed income statement information included in the table above for 2014 reflects Fox's results of operations for the full fiscal year ending December 31, 2014. FOX's results of operations for the period from January 1, 2014 through July 10, 2014, the date of deconsolidation, are included in the results of operations of the Company for the year ending December 31, 2014. |
Equity Method Investment Summar
Equity Method Investment Summary of Consolidated Statement of Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | [1] | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Gross profit | $ 67,598 | $ 64,750 | $ 59,025 | $ 49,363 | $ 51,772 | $ 42,374 | $ 58,536 | $ 52,335 | $ 240,736 | $ 205,017 | $ 222,726 | |
Net income (loss) | 5,133 | 11,661 | $ 12,124 | |||||||||
FOX | ||||||||||||
Net revenue | 149,995 | 272,746 | ||||||||||
Gross profit | 46,294 | 80,129 | ||||||||||
Operating income | 17,294 | 38,781 | ||||||||||
Net income (loss) | $ 15,047 | $ 24,102 | ||||||||||
[1] | During the three months ended September 30, 2015, the Company sold |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 21, 2016 | Oct. 05, 2015 | Aug. 03, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Aug. 03, 2015 | Sep. 30, 2016 | Oct. 05, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||
Net sales | $ 19 | $ 87,812 | $ 103,970 | $ 94,411 | $ 85,979 | $ 79,481 | $ 90,234 | $ 89,931 | |||||||||
Gain (loss) on sale of discontinued operations | $ 149,798 | $ 0 | $ 0 | ||||||||||||||
Operating income | 9,838 | (2,664) | 4,979 | 3,810 | 7,370 | 7,607 | |||||||||||
Income from continuing operations before income taxes | 157,980 | 20,419 | 9,136 | ||||||||||||||
Income from discontinued operations | (2,098) | 4,934 | 8,108 | (3,963) | 4,990 | 3,951 | 5,943 | 6,194 | 6,981 | 21,078 | 7,764 | ||||||
Discontinued Operations, Disposed of by Sale | |||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||
Gross profit | 2 | 19,257 | $ 26,936 | $ 22,553 | $ 20,953 | $ 19,676 | $ 24,006 | $ 24,017 | |||||||||
Operating income | (2) | 6,131 | |||||||||||||||
Discontinued Operations, Disposed of by Sale | CamelBak | |||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||
Net sales | $ 96,519 | 148,675 | 139,943 | ||||||||||||||
Proceeds from divestiture of businesses | $ 412,500 | ||||||||||||||||
Proceeds from divestiture of businesses, portion attributable to parent | $ 367,800 | ||||||||||||||||
Net distribution to allocated member of businesses | $ 14,600 | ||||||||||||||||
Gain (loss) on sale of discontinued operations | 164,000 | ||||||||||||||||
Intercompany interest expense excluded from income (loss) from discontinued operations | 5,400 | 10,500 | 11,700 | ||||||||||||||
Gross profit | 41,415 | 62,672 | 61,355 | ||||||||||||||
Operating income | 14,348 | 17,913 | 17,919 | ||||||||||||||
Income from continuing operations before income taxes | 16,607 | 18,266 | 17,953 | ||||||||||||||
Provision for income taxes | 5,010 | 3,144 | 2,198 | ||||||||||||||
Income from discontinued operations | $ 11,597 | 15,122 | 15,755 | ||||||||||||||
Discontinued Operations, Disposed of by Sale | American Furniture | |||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||
Net sales | $ 122,420 | 129,696 | 104,885 | ||||||||||||||
Proceeds from divestiture of businesses | $ 24,100 | ||||||||||||||||
Proceeds from divestiture of businesses, portion attributable to parent | $ 23,500 | ||||||||||||||||
Gain (loss) on sale of discontinued operations | $ (14,300) | ||||||||||||||||
Intercompany interest expense excluded from income (loss) from discontinued operations | 1,500 | 2,200 | 1,900 | ||||||||||||||
Gross profit | 11,613 | 11,817 | 8,314 | ||||||||||||||
Operating income | 4,126 | 3,661 | 175 | ||||||||||||||
Income from continuing operations before income taxes | 4,134 | 3,757 | 193 | ||||||||||||||
Provision for income taxes | 81 | 28 | 13 | ||||||||||||||
Income from discontinued operations | $ 4,053 | 3,729 | 180 | ||||||||||||||
Discontinued Operations, Disposed of by Sale | Tridien | |||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||||
Net sales | 77,406 | 67,254 | 60,073 | ||||||||||||||
Proceeds from divestiture of businesses | $ 25,000 | ||||||||||||||||
Proceeds from divestiture of businesses, portion attributable to parent | 23,000 | ||||||||||||||||
Gain (loss) on sale of discontinued operations | $ (1,500) | ||||||||||||||||
Intercompany interest expense excluded from income (loss) from discontinued operations | 1,100 | 1,200 | 1,200 | ||||||||||||||
Disposal Group, Including Discontinued Operation, Proceeds Reserved for Future Claims | $ 1,600 | ||||||||||||||||
Gross profit | 64,269 | 53,090 | 46,636 | ||||||||||||||
Operating income | (8,703) | 2,191 | (10,227) | ||||||||||||||
Income from continuing operations before income taxes | (8,696) | 2,274 | (10,244) | ||||||||||||||
Provision for income taxes | (27) | 47 | (2,073) | ||||||||||||||
Income from discontinued operations | $ (8,669) | $ 2,227 | $ (8,171) |
Discontinued Operations - Summa
Discontinued Operations - Summary of Disposition of Operating Results (Detail) - USD ($) $ in Thousands | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Aug. 03, 2015 | Oct. 05, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Net sales | $ 19 | $ 87,812 | $ 103,970 | $ 94,411 | $ 85,979 | $ 79,481 | $ 90,234 | $ 89,931 | |||||
Operating income | 9,838 | (2,664) | 4,979 | 3,810 | 7,370 | 7,607 | |||||||
Income from continuing operations before income taxes | $ 157,980 | $ 20,419 | $ 9,136 | ||||||||||
Income from discontinued operations | (2,098) | 4,934 | 8,108 | (3,963) | 4,990 | 3,951 | 5,943 | 6,194 | $ 6,981 | 21,078 | 7,764 | ||
Discontinued Operations, Disposed of by Sale | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Gross profit | 2 | 19,257 | $ 26,936 | $ 22,553 | $ 20,953 | $ 19,676 | $ 24,006 | $ 24,017 | |||||
Operating income | $ (2) | $ 6,131 | |||||||||||
Discontinued Operations, Disposed of by Sale | CamelBak | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Net sales | $ 96,519 | 148,675 | 139,943 | ||||||||||
Gross profit | 41,415 | 62,672 | 61,355 | ||||||||||
Operating income | 14,348 | 17,913 | 17,919 | ||||||||||
Income from continuing operations before income taxes | 16,607 | 18,266 | 17,953 | ||||||||||
Provision for income taxes | 5,010 | 3,144 | 2,198 | ||||||||||
Income from discontinued operations | $ 11,597 | 15,122 | 15,755 | ||||||||||
Discontinued Operations, Disposed of by Sale | American Furniture | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Net sales | $ 122,420 | 129,696 | 104,885 | ||||||||||
Gross profit | 11,613 | 11,817 | 8,314 | ||||||||||
Operating income | 4,126 | 3,661 | 175 | ||||||||||
Income from continuing operations before income taxes | 4,134 | 3,757 | 193 | ||||||||||
Provision for income taxes | 81 | 28 | 13 | ||||||||||
Income from discontinued operations | $ 4,053 | $ 3,729 | $ 180 |
Discontinued Operations - Sum62
Discontinued Operations - Summarized Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current assets held for sale | $ 18,772 | $ 113,085 |
Noncurrent assets held for sale | 12,823 | 203,446 |
Current liabilities held for sale | 8,455 | 31,155 |
Noncurrent liabilities held for sale | 110 | 6,928 |
Noncontrolling interest of discontinued operations | 46,219 | 22,967 |
Discontinued Operations, Disposed of by Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash | 1,756 | |
Accounts receivable, net | 45,678 | |
Inventories | 59,878 | |
Prepaid expenses and other current assets | 5,773 | |
Current assets held for sale | 113,085 | |
Property, plant and equipment, net | 10,769 | |
Goodwill | 22,308 | |
Intangible assets, net | 167,851 | |
Other non-current assets | 2,518 | |
Noncurrent assets held for sale | 203,446 | |
Accounts payable | 16,890 | |
Accrued expenses and other current liabilities | 14,265 | |
Current liabilities held for sale | 31,155 | |
Deferred income taxes | 6,380 | |
Other noncurrent liabilities | 548 | |
Noncurrent liabilities held for sale | 6,928 | |
Noncontrolling interest of discontinued operations | 17,936 | |
Tridien | Discontinued Operations, Disposed of by Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash | 629 | 0 |
Accounts receivable, net | 8,411 | 6,995 |
Inventories | 8,465 | 6,972 |
Prepaid expenses and other current assets | 1,267 | 782 |
Current assets held for sale | 18,772 | 14,749 |
Property, plant and equipment, net | 2,102 | 1,879 |
Goodwill | 7,834 | 16,762 |
Intangible assets, net | 2,717 | 4,722 |
Other non-current assets | 170 | 256 |
Noncurrent assets held for sale | 12,823 | 23,619 |
Accounts payable | 4,264 | 3,991 |
Accrued expenses and other current liabilities | 4,191 | 2,791 |
Current liabilities held for sale | 8,455 | 6,782 |
Deferred income taxes | 110 | 265 |
Other noncurrent liabilities | 0 | 0 |
Noncurrent liabilities held for sale | 110 | 265 |
Noncontrolling interest of discontinued operations | $ 916 | 2,744 |
CamelBak | Discontinued Operations, Disposed of by Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash | 975 | |
Accounts receivable, net | 22,492 | |
Inventories | 27,511 | |
Prepaid expenses and other current assets | 4,627 | |
Current assets held for sale | 55,605 | |
Property, plant and equipment, net | 7,987 | |
Goodwill | 5,546 | |
Intangible assets, net | 162,761 | |
Other non-current assets | 2,262 | |
Noncurrent assets held for sale | 178,556 | |
Accounts payable | 6,431 | |
Accrued expenses and other current liabilities | 9,834 | |
Current liabilities held for sale | 16,265 | |
Deferred income taxes | 6,115 | |
Other noncurrent liabilities | 548 | |
Noncurrent liabilities held for sale | 6,663 | |
Noncontrolling interest of discontinued operations | 14,932 | |
American Furniture | Discontinued Operations, Disposed of by Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash | 781 | |
Accounts receivable, net | 16,191 | |
Inventories | 25,395 | |
Prepaid expenses and other current assets | 364 | |
Current assets held for sale | 42,731 | |
Property, plant and equipment, net | 903 | |
Goodwill | 0 | |
Intangible assets, net | 368 | |
Other non-current assets | 0 | |
Noncurrent assets held for sale | 1,271 | |
Accounts payable | 6,468 | |
Accrued expenses and other current liabilities | 1,640 | |
Current liabilities held for sale | 8,108 | |
Deferred income taxes | 0 | |
Other noncurrent liabilities | 0 | |
Noncurrent liabilities held for sale | 0 | |
Noncontrolling interest of discontinued operations | $ 260 |
Operating Segment Data - Additi
Operating Segment Data - Additional Information (Detail) retail_store in Thousands, $ in Thousands | Jul. 10, 2015USD ($)retail_store | Oct. 10, 2014USD ($) | Aug. 26, 2014USD ($)Facility | Dec. 31, 2015USD ($)ft²SegmentRetailerProductclientFacility | Dec. 31, 2014USD ($) | Sep. 30, 2016retail_store | Dec. 31, 2013USD ($) |
Segment Reporting Information [Line Items] | |||||||
Assets | $ 1,425,645 | $ 1,547,430 | |||||
Number of reportable operating segments | Segment | 8 | ||||||
Number of reporting units | Segment | 3 | ||||||
Integration service fees | $ 3,500 | 1,000 | |||||
Goodwill | 390,655 | 336,872 | $ 224,303 | ||||
Property, Plant and Equipment, Net | 115,948 | 105,102 | |||||
Manitoba Harvest | |||||||
Segment Reporting Information [Line Items] | |||||||
Assets | 148,100 | ||||||
Number of stores | retail_store | 7 | ||||||
Integration service fees | 1,000 | ||||||
Goodwill | 52,673 | 0 | 0 | ||||
Property, Plant and Equipment, Net | 17,600 | ||||||
PMAG | |||||||
Segment Reporting Information [Line Items] | |||||||
Goodwill | $ 40,400 | ||||||
Ergobaby | |||||||
Segment Reporting Information [Line Items] | |||||||
Minimum number of retailers | Retailer | 450 | ||||||
Number of product lines | Product | 2 | ||||||
Goodwill | $ 41,664 | 41,664 | 41,664 | ||||
Liberty | |||||||
Segment Reporting Information [Line Items] | |||||||
Manufacturing facility area | ft² | 314,000 | ||||||
Goodwill | $ 32,828 | 32,828 | 32,684 | ||||
Arnold Magnetics | Minimum | |||||||
Segment Reporting Information [Line Items] | |||||||
Number of clients | client | 2,000 | ||||||
Clean Earth Holdings | |||||||
Segment Reporting Information [Line Items] | |||||||
Number of facilities | Facility | 14 | 14 | |||||
Goodwill | $ 111,339 | 110,633 | 0 | ||||
ACI | |||||||
Segment Reporting Information [Line Items] | |||||||
Goodwill | 58,019 | 57,615 | $ 57,615 | ||||
FlexMag | |||||||
Segment Reporting Information [Line Items] | |||||||
Goodwill | 4,800 | ||||||
Manitoba Harvest | |||||||
Segment Reporting Information [Line Items] | |||||||
Number of stores | retail_store | 7 | ||||||
Transaction costs | $ 1,145 | ||||||
Acquiree transaction costs | (400) | ||||||
Inventory basis step-up | 3,100 | 3,100 | |||||
Integration service fees | 500 | ||||||
Goodwill | $ 37,882 | ||||||
Clean Earth Holdings | |||||||
Segment Reporting Information [Line Items] | |||||||
Transaction costs | $ 1,935 | 1,900 | 1,900 | ||||
Integration service fees | 1,900 | 600 | |||||
Goodwill | $ 109,738 | ||||||
Sterno Candle Lamp | |||||||
Segment Reporting Information [Line Items] | |||||||
Acquisition-related costs | 2,800 | ||||||
Transaction costs | $ 2,765 | ||||||
Inventory basis step-up | 2,000 | 2,000 | |||||
Integration service fees | $ 1,100 | $ 400 | |||||
Goodwill | $ 33,717 |
Operating Segment Data - Summar
Operating Segment Data - Summary of Net Sales of Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | [1] | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||
Net revenue | $ 727,978 | $ 636,675 | $ 680,639 | |||||||||
Total consolidated revenues | $ 199,531 | $ 184,830 | $ 180,757 | $ 162,860 | $ 178,049 | $ 123,659 | $ 178,850 | $ 156,117 | 552,592 | 568,235 | 680,639 | |
Operating Segments | ||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||
Net revenue | 727,978 | 636,675 | 680,639 | |||||||||
Operating Segments | Ergobaby | ||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||
Net revenue | 86,506 | 82,255 | 67,340 | |||||||||
Operating Segments | FOX | ||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||
Net revenue | 0 | 149,995 | 272,746 | |||||||||
Operating Segments | Liberty | ||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||
Net revenue | 101,146 | 90,149 | 126,541 | |||||||||
Operating Segments | Manitoba Harvest | ||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||
Net revenue | 17,423 | |||||||||||
Operating Segments | ACI | ||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||
Net revenue | 87,532 | 85,918 | 87,406 | |||||||||
Operating Segments | Arnold Magnetics | ||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||
Net revenue | 119,994 | 123,205 | 126,606 | |||||||||
Operating Segments | Clean Earth Holdings | ||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||
Net revenue | 175,386 | 68,440 | 0 | |||||||||
Operating Segments | Sterno Candle Lamp | ||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||
Net revenue | 139,991 | 36,713 | 0 | |||||||||
Reconciliation of Segment to Consolidated | Corporate and Other | ||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||
Net revenue | $ 0 | $ 0 | $ 0 | |||||||||
[1] | During the three months ended September 30, 2015, the Company sold |
Operating Segment Data - Revenu
Operating Segment Data - Revenues from Geographic Location Outside Domestic Country (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Non United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
International revenues | $ 104,732 | $ 183,736 | $ 278,361 |
Ergobaby | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
International revenues | 48,237 | 46,702 | 40,322 |
FOX | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
International revenues | 0 | 79,306 | 176,633 |
Manitoba Harvest | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
International revenues | 8,733 | ||
Arnold Magnetics | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
International revenues | 44,187 | 55,591 | 61,406 |
Sterno Candle Lamp | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
International revenues | $ 3,575 | $ 2,137 | $ 0 |
Operating Segment Data - Summ66
Operating Segment Data - Summary of Profit (Loss) of Operating Segments (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | $ 23,992 | $ 275,123 | $ 91,643 | |||
Interest expense, net | (25,942) | (27,097) | (19,415) | |||
Other expense, net | (2,323) | (677) | (111) | |||
Gain on equity method investment | 4,533 | 11,029 | 0 | |||
Operating Segments | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | [1] | 83,806 | 63,199 | 95,714 | ||
Operating Segments | Ergobaby | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | 22,157 | [1] | 18,147 | 12,616 | [1] | |
Operating Segments | FOX | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | [1] | 0 | 17,292 | 38,781 | ||
Operating Segments | Liberty | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | [1] | 11,858 | (2,717) | 12,458 | ||
Operating Segments | Manitoba Harvest | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | [1] | (6,150) | ||||
Operating Segments | ACI | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | [1] | 24,144 | 22,455 | 22,945 | ||
Operating Segments | Arnold Magnetics | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | [1],[2] | 7,584 | 7,095 | 8,914 | ||
Operating Segments | Clean Earth Holdings | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | [1],[3] | 11,013 | 2,737 | 0 | ||
Operating Segments | Sterno Candle Lamp | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | [1],[4] | 13,200 | (1,810) | 0 | ||
Reconciliation of Segment to Consolidated | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Interest expense, net | (25,924) | (27,060) | (19,378) | |||
Other expense, net | (2,323) | (593) | (123) | |||
Gain on equity method investment | 4,533 | 11,029 | 0 | |||
Reconciliation of Segment to Consolidated | Corporate and Other | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | [5] | $ (36,100) | $ 228,548 | $ 15,430 | ||
[1] | Segment profit (loss) represents operating income (loss). | |||||
[2] | (2)Results from the year ended December 31, 2015 include $1.1 million of acquisition related costs in connection with the acquisition of Manitoba Harvest, $0.4 million acquisition related costs in connection with Manitoba Harvest's acquisition of HOCI, $3.1 million of cost of goods sold expense related to the amortization of the step-up in inventory basis resulting from the purchase price allocation of Manitoba Harvest, and $0.5 million in integration service fees paid to CGM. | |||||
[3] | (3)The year ended December 31, 2014 includes $1.9 million of acquisition related costs incurred in connection with the acquisition of Clean Earth, and $0.6 million in integration service fees paid t | |||||
[4] | M. The year ended December 31, 2015 includes $1.9 million in integration service fees paid to CGM.(4)The year ended December 31, 2014 includes $2.8 million of acquisition related costs incurred in connection with the acquisition of Sterno, $2.0 million of cost of goods sold expense related to the amortization of the step-up in inventory basis resulting from the purchase price allocation of Sterno, and $0.4 million in integration service fees paid | |||||
[5] | (5)Primarily relates to the gain on the deconsolidation of FOX during 2014, the supplemental put reversal as a result of termination of the MSA during 2013, and management fees expensed and payabl |
Operating Segment Data - Summ67
Operating Segment Data - Summary of Accounts Receivable of Operating Segment (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | $ 109,357 | $ 115,613 |
Allowance for doubtful accounts | (3,447) | (3,756) |
Total consolidated net accounts receivable | 105,910 | 111,857 |
Operating Segments | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 109,357 | 115,613 |
Operating Segments | Ergobaby | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 8,076 | 9,671 |
Operating Segments | Liberty | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 12,941 | 11,376 |
Operating Segments | Manitoba Harvest | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 5,512 | |
Operating Segments | ACI | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 5,946 | 5,730 |
Operating Segments | Arnold Magnetics | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 15,083 | 15,664 |
Operating Segments | Clean Earth Holdings | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 42,291 | 52,059 |
Operating Segments | Sterno Candle Lamp | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | 19,508 | 21,113 |
Reconciliation of Segment to Consolidated | Corporate and Other | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | $ 0 | $ 0 |
Operating Segment Data - Summ68
Operating Segment Data - Summary of Goodwill and Identifiable Assets of Operating Segments (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Goodwill | $ 390,655 | $ 336,872 | $ 224,303 | ||
Identifiable Assets | [1] | 929,083 | 1,098,701 | ||
Depreciation and Amortization | 55,958 | 42,875 | 34,302 | ||
Ergobaby | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Goodwill | 41,664 | 41,664 | 41,664 | ||
FOX | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Goodwill | 0 | 0 | 31,924 | ||
Liberty | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Goodwill | 32,828 | 32,828 | 32,684 | ||
Manitoba Harvest | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Goodwill | 52,673 | 0 | 0 | ||
ACI | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Goodwill | 58,019 | 57,615 | 57,615 | ||
Clean Earth Holdings | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Goodwill | 111,339 | 110,633 | 0 | ||
Sterno Candle Lamp | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Goodwill | 33,716 | 33,716 | 0 | ||
Operating Segments | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Identifiable Assets | [1] | 578,954 | 526,632 | ||
Depreciation and Amortization | 52,320 | 39,249 | 30,683 | ||
Operating Segments | Ergobaby | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Identifiable Assets | [1] | 62,436 | 65,309 | ||
Depreciation and Amortization | 3,475 | 3,832 | 3,686 | ||
Operating Segments | FOX | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Identifiable Assets | 0 | [1] | 0 | ||
Depreciation and Amortization | 0 | 4,785 | 7,759 | ||
Operating Segments | Liberty | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Identifiable Assets | [1] | 31,395 | 34,139 | ||
Depreciation and Amortization | 3,518 | 6,250 | 6,173 | ||
Operating Segments | Manitoba Harvest | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Identifiable Assets | [1] | 88,541 | |||
Depreciation and Amortization | 5,192 | ||||
Operating Segments | ACI | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Identifiable Assets | [1] | 17,275 | 19,334 | ||
Depreciation and Amortization | 2,996 | 4,606 | 4,930 | ||
Operating Segments | Arnold Magnetics | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Identifiable Assets | [1] | 72,310 | 77,610 | ||
Depreciation and Amortization | [2] | 8,766 | 8,528 | 8,135 | |
Operating Segments | Clean Earth Holdings | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Identifiable Assets | 185,087 | [1] | 203,939 | ||
Depreciation and Amortization | 20,410 | 6,605 | |||
Operating Segments | Sterno Candle Lamp | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Identifiable Assets | 121,910 | [1] | 126,301 | ||
Depreciation and Amortization | 7,963 | 4,643 | |||
Reconciliation of Segment to Consolidated | Amortization of Debt Issuance Costs and Original Issue Discount [Member] | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Depreciation and Amortization | 2,883 | 3,125 | 3,366 | ||
Reconciliation of Segment to Consolidated | Corporate and Other | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Identifiable Assets | [1] | 318,534 | 255,538 | ||
Depreciation and Amortization | $ 755 | 501 | $ 253 | ||
Discontinued Operations, Disposed of by Sale | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Identifiable Assets | $ 316,531 | ||||
[1] | Identifiable Assets Depreciation and Amortization December 31 Year ended December 31, 2015 (1) 2014 (1) 2015 2014 2013Ergobaby $62,436 $65,309 $3,475 $3,832 $3,686FOX — — — 4,785 7,759Liberty 31,395 34,139 3,518 6,250 6,173Manitoba Harvest 88,541 — 5,192 — —ACI 17,275 19,334 2,996 4,606 4,930Arnold Magnetics 72,310 77,610 8,766 8,528 8,135Clean Earth 185,087 203,939 20,410 6,605 —Sterno Products 121,910 126,301 7,963 4,643 —Total 578,954 526,632 52,320 39,249 30,683Reconciliation of segment to consolidated total: Corporate and other identifiable assets 318,534 255,538 755 501 253Assets of discontinued operations 31,595 316,531 — — —Amortization of debt issuance costs and original issue discount — — 2,883 3,125 3,366Total $929,083 $1,098,701 $55,958 $42,875 $34,302(1)Does not include accounts receivable balances per schedu | ||||
[2] | ove or goodwill balances. |
Property, Plant and Equipment69
Property, Plant and Equipment and Inventory - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 21,231 | $ 14,644 | $ 11,589 |
Property, Plant and Equipment70
Property, Plant and Equipment and Inventory - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 175,059 | $ 143,527 |
Less: accumulated depreciation | (59,111) | (38,425) |
Total | 115,948 | 105,102 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 126,850 | 107,098 |
Office furniture, computers and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 8,771 | 5,942 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 7,582 | 5,391 |
Buildings and Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 31,856 | $ 25,096 |
Property, Plant and Equipment71
Property, Plant and Equipment and Inventory - Summary of Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Raw materials and supplies | $ 23,604 | $ 19,868 |
Work-in-process | 8,764 | 6,949 |
Finished goods | 31,196 | 28,630 |
Less: obsolescence reserve | (3,659) | (4,111) |
Total | $ 59,905 | $ 51,336 |
Goodwill and Other Intangible72
Goodwill and Other Intangible Assets - Additional Information (Detail) $ in Thousands | Mar. 31, 2014Reporting_Unit | Apr. 03, 2013Reporting_Unit | Dec. 31, 2015USD ($)Reporting_Unit | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Mar. 31, 2015USD ($) |
Finite-Lived Intangible Assets [Line Items] | ||||||
Number of reporting units at Arnold Subsidiary | Reporting_Unit | 3 | 3 | 3 | |||
Reporting units requiring further quantitative testing | Reporting_Unit | 2 | |||||
Trade names, not subject to amortization | $ 72,328 | $ 60,491 | $ 147,600 | |||
Goodwill, net | 390,655 | 336,872 | $ 224,303 | |||
Carrying value of trade names | 132,746 | |||||
Goodwill deductible for income tax | 75,400 | |||||
Amortization expense | 28,761 | $ 23,063 | $ 19,350 | |||
Tridien | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill impairment expense | $ 0 | |||||
FlexMag | Arnold Magnetics | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average cost of capital, percent | 12.50% | |||||
Precision Thin Metals | Arnold Magnetics | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average cost of capital, percent | 14.50% |
Goodwill and Other Intangible73
Goodwill and Other Intangible Assets - Summary of Reconciliation of Change in Carrying Value of Goodwill (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 | Jul. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 10, 2014 | |
Balance as of January 1, 2014 | ||||||
Goodwill | $ 336,872 | $ 336,872 | $ 224,303 | |||
Acquisition of businesses | 56,209 | 157,864 | ||||
Effect of deconsolidation of subsidiary | (45,295) | |||||
Purchase accounting adjustments | 706 | |||||
Foreign currency translation | (3,132) | |||||
Goodwill | $ 390,655 | 390,655 | 336,872 | |||
Goodwill | $ 390,655 | $ 390,655 | 336,872 | |||
Fox | ||||||
Balance as of January 1, 2014 | ||||||
Non-controlling interest percent | 41.00% | 41.00% | 41.00% | |||
Corporate | ||||||
Balance as of January 1, 2014 | ||||||
Goodwill | 8,649 | $ 8,649 | 8,649 | |||
Acquisition of businesses | 0 | 0 | ||||
Effect of deconsolidation of subsidiary | 0 | |||||
Impairment losses | 0 | |||||
Purchase accounting adjustments | 0 | |||||
Foreign currency translation | 0 | |||||
Goodwill | $ 8,649 | 8,649 | 8,649 | |||
Ergobaby | ||||||
Balance as of January 1, 2014 | ||||||
Goodwill | 41,664 | 41,664 | 41,664 | |||
Acquisition of businesses | 0 | |||||
Effect of deconsolidation of subsidiary | 0 | |||||
Goodwill | 41,664 | 41,664 | 41,664 | |||
Fox | ||||||
Balance as of January 1, 2014 | ||||||
Goodwill | 0 | 0 | 31,924 | |||
Acquisition of businesses | 13,371 | |||||
Effect of deconsolidation of subsidiary | (45,295) | |||||
Goodwill | 0 | 0 | 0 | |||
Liberty | ||||||
Balance as of January 1, 2014 | ||||||
Goodwill | 32,828 | 32,828 | 32,684 | |||
Acquisition of businesses | 144 | |||||
Goodwill | 32,828 | 32,828 | 32,828 | |||
Manitoba Harvest | ||||||
Balance as of January 1, 2014 | ||||||
Goodwill | 0 | 0 | 0 | |||
Acquisition of businesses | 55,805 | |||||
Foreign currency translation | (3,132) | |||||
Goodwill | 52,673 | 52,673 | 0 | |||
ACI | ||||||
Balance as of January 1, 2014 | ||||||
Goodwill | 57,615 | 57,615 | 57,615 | |||
Acquisition of businesses | 404 | |||||
Goodwill | 58,019 | 58,019 | 57,615 | |||
Arnold | ||||||
Balance as of January 1, 2014 | ||||||
Goodwill | 51,767 | 51,767 | 51,767 | |||
Goodwill | 51,767 | 51,767 | 51,767 | |||
Clean Earth Holdings | ||||||
Balance as of January 1, 2014 | ||||||
Goodwill | 110,633 | 110,633 | 0 | |||
Acquisition of businesses | 110,633 | |||||
Purchase accounting adjustments | 1,100 | 706 | ||||
Goodwill | 111,339 | 111,339 | 110,633 | |||
Sterno Candle Lamp | ||||||
Balance as of January 1, 2014 | ||||||
Goodwill | $ 33,716 | 33,716 | 0 | |||
Acquisition of businesses | 33,716 | |||||
Goodwill | 33,716 | 33,716 | $ 33,716 | |||
Tridien | ||||||
Balance as of January 1, 2014 | ||||||
Impairment losses | 0 | |||||
PMAG | ||||||
Balance as of January 1, 2014 | ||||||
Goodwill | 40,400 | 40,400 | ||||
FlexMag | ||||||
Balance as of January 1, 2014 | ||||||
Goodwill | 4,800 | 4,800 | ||||
Precision Thin Metals | ||||||
Balance as of January 1, 2014 | ||||||
Goodwill | 6,500 | $ 6,500 | ||||
Manitoba Harvest | ||||||
Balance as of January 1, 2014 | ||||||
Acquisition of businesses | $ 37,900 | |||||
Hemp Oil Canada, Inc. | ||||||
Balance as of January 1, 2014 | ||||||
Acquisition of businesses | $ 17,900 |
Goodwill and Other Intangible74
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | ||
Finite-Lived Intangible Assets [Line Items] | ||||
Other intangible assets, gross | $ 380,990 | $ 332,815 | ||
Total accumulated amortization | (102,631) | (73,937) | ||
Trade names, not subject to amortization | 72,328 | $ 147,600 | 60,491 | |
Total intangibles, net | 350,687 | 319,369 | ||
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Other intangible assets, gross | $ 212,454 | 173,708 | ||
Weighted average useful lives | 12 years | |||
Total accumulated amortization | $ (62,679) | (47,951) | ||
Technology and patents | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Other intangible assets, gross | $ 38,230 | 29,308 | ||
Weighted average useful lives | 9 years | |||
Total accumulated amortization | $ (16,481) | (13,033) | ||
Trade names, subject to amortization | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Other intangible assets, gross | $ 25,003 | 24,793 | ||
Weighted average useful lives | 17 years | |||
Total accumulated amortization | $ (4,639) | (3,606) | ||
Licensing and non-compete agreements | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Other intangible assets, gross | $ 6,024 | 5,994 | ||
Weighted average useful lives | 5 years | |||
Total accumulated amortization | $ (5,913) | (5,637) | ||
Permits And Airspace | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Other intangible assets, gross | [1] | $ 98,673 | 98,406 | |
Weighted average useful lives | [1] | 13 years | ||
Total accumulated amortization | $ (12,313) | (3,104) | ||
Distributor relations and other | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Other intangible assets, gross | $ 606 | 606 | ||
Weighted average useful lives | 5 years | |||
Total accumulated amortization | $ (606) | $ (606) | ||
[1] | Permits and airspace intangible assets relate to the acquisition of Clean Earth in August 2014. Permits are obtained by Clean Earth for the treatment of soil and solid waste from various government municipalities and are amortized over the estimated life of the permit. Modifications of existing permits to accept new waste streams, alterations of existing permits to enhance the permit |
Goodwill and Other Intangible75
Goodwill and Other Intangible Assets - Summary of Estimated Charges to Amortization Expense of Intangible Assets (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,015 | $ 28,538 |
2,016 | 26,891 |
2,017 | 26,441 |
2,018 | 25,561 |
2,019 | 25,315 |
Total amortization expense | $ 132,746 |
Goodwill and Other Intangible76
Goodwill and Other Intangible Asset - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill - gross carrying amount | $ 390,655 | $ 336,872 | |
Accumulated impairment losses | 0 | 0 | |
Goodwill - net carrying amount | $ 390,655 | $ 336,872 | $ 224,303 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairment expense | $ 0 | $ 0 | $ 0 |
Long-term debt | $ 320,125 | ||
Put Option | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Percentage of volatility of primary inputs | 44.00% | ||
Estimated term | 5 years | ||
Term Loan Facility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt | $ 320,125 | $ 323,375 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Assets and Liabilities Carried at Fair Value Measured on Recurring Basis (Detail) - Fair Value Measurements Recurring - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Carrying Value | |||
Assets: | |||
Equity method investment - FOX | $ 249,747 | $ 245,214 | |
Liabilities: | |||
Put option of noncontrolling shareholders (1) | [1] | (50) | (50) |
Interest rate swap | (13,483) | (9,828) | |
Total recorded at fair value | 236,214 | 235,336 | |
Estimate of Fair Value Measurement | Level 1 | |||
Assets: | |||
Equity method investment - FOX | 249,747 | 245,214 | |
Liabilities: | |||
Put option of noncontrolling shareholders (1) | [1] | 0 | 0 |
Interest rate swap | 0 | 0 | |
Total recorded at fair value | 249,747 | 245,214 | |
Estimate of Fair Value Measurement | Level 2 | |||
Assets: | |||
Equity method investment - FOX | 0 | 0 | |
Liabilities: | |||
Put option of noncontrolling shareholders (1) | [1] | 0 | 0 |
Interest rate swap | (13,483) | (9,828) | |
Total recorded at fair value | (13,483) | (9,828) | |
Estimate of Fair Value Measurement | Level 3 | |||
Assets: | |||
Equity method investment - FOX | 0 | 0 | |
Liabilities: | |||
Put option of noncontrolling shareholders (1) | [1] | (50) | (50) |
Interest rate swap | 0 | 0 | |
Total recorded at fair value | $ (50) | $ (50) | |
[1] | Represents put options issued to noncontrolling shareholders in connection with the Liberty acquisition. |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliations of Change in Carrying Value of Level 3 Supplemental Put Liability (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Disclosures [Abstract] | |||
Supplemental put liability, beginning balance | $ (50) | $ (50) | |
Payment of profit allocation | 0 | 0 | $ 5,603 |
Supplemental put liability, ending balance | $ (50) | $ (50) | $ (50) |
Fair Value Measurement - Summ80
Fair Value Measurement - Summary of Assets and Liabilities Carried at Fair Value Measured on Non-recurring Basis (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |||
Impairment Expenses | $ 0 | $ 0 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Jun. 06, 2014USD ($) | Oct. 27, 2011USD ($) | Dec. 31, 2015USD ($)swap | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Jun. 30, 2015USD ($) |
Debt Instrument [Line Items] | ||||||
Credit facility obtained | $ 515,000,000 | |||||
Long-term debt | $ 320,125,000 | |||||
Debt modification and extinguishment costs | 440,000 | $ 7,370,000 | $ 2,697,000 | |||
Quarterly term loan facility payment | $ 121,000 | 62,000 | 53,000 | |||
Number of Interest Swaps | swap | 2 | |||||
Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 2.50% | |||||
Three-Year Interest Rate Swap | ||||||
Debt Instrument [Line Items] | ||||||
Credit agreement for prior revolving credit facility and prior term loan facility | $ 200,000,000 | |||||
Interest Rate Swap | ||||||
Debt Instrument [Line Items] | ||||||
Amount of debt hedged | 220,000,000 | |||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility obtained | $ 290,000,000 | |||||
Frequency of required payments | quarterly | |||||
Long-term debt | 0 | 169,725,000 | ||||
Unused fee percentage | 1.00% | |||||
Optional increase from group of lenders | $ 135,000,000 | |||||
Line of credit facility borrowing capacity increase | 320,000,000 | |||||
Quarterly term loan facility payment | $ 710,000 | |||||
Revolving Credit Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 3.50% | |||||
Revolving Credit Facility | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 1.50% | |||||
Revolving Credit Facility | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 2.50% | |||||
Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 320,125,000 | 323,375,000 | ||||
2014 Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance cost | $ 7,300,000 | |||||
Debt modification and extinguishment costs | 200,000 | |||||
Amortized debt | 7,100,000 | |||||
2014 Credit Agreement | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Letter of credit, aggregate face amount | $ 25,000,000 | |||||
2014 Credit Agreement | Revolving Credit Facility | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Unused fee percentage | 0.45% | |||||
2014 Credit Agreement | Revolving Credit Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Unused fee percentage | 0.60% | |||||
2014 Credit Agreement | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 2.00% | |||||
2014 Credit Agreement | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 2.75% | |||||
2014 Credit Agreement | Revolving Credit Facility | Federal Funds Effective Swap Rate | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 0.50% | |||||
2014 Credit Agreement | Revolving Credit Facility | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 1.00% | |||||
2014 Credit Agreement | Revolving Credit Facility | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 1.75% | |||||
2014 Credit Agreement | Letter of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Letter of credit, aggregate face amount | $ 100,000,000 | |||||
2011 Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt modification and extinguishment costs | 2,100,000 | |||||
Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility obtained | $ 225,000,000 | |||||
Line of credit facility borrowing capacity increase | $ 279,000,000 | |||||
Original issue discount | 96.00% | |||||
Term Loan Facility | Interest Rate Floor | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 1.00% | |||||
Term Loan Facility | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 4.00% | |||||
Term Loan Facility | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 1.50% | |||||
Term Loan Facility | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 2.50% | |||||
Letter of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Letter of credit, aggregate face amount | 100,000,000 | |||||
Letter of credit outstanding | 4,200,000 | 4,500,000 | ||||
Debt instrument fees amount | $ 100,000 | $ 100,000 | $ 100,000 | |||
Line of Credit | 2011 Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Term loan facility proceeds used | 290,000,000 | |||||
Loans Payable | 2014 Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Letter of credit, aggregate face amount | 725,000,000 | $ 725,000,000 | ||||
Loans Payable | 2014 Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Letter of credit, aggregate face amount | $ 325,000,000 | |||||
Frequency of required payments | quarterly | |||||
Term loan facility payment | $ 810,000 | |||||
Term loan facility discount | 99.50% | |||||
Loans Payable | 2014 Term Loan | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 1.00% | |||||
Loans Payable | 2014 Term Loan | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 3.25% | |||||
Loans Payable | 2014 Term Loan | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Fluctuating rate equal to LIBOR for relative period margin | 2.25% | |||||
Loans Payable | 2014 Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 1,200,000 | |||||
Line of Credit | 2014 Revolving Credit Facility | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility obtained | 400,000,000 | |||||
Term Loan And Revolving Line Of Credit | 2014 Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility obtained | $ 200,000,000 |
Debt - Summary of Actual Financ
Debt - Summary of Actual Financial Ratios as Part of Affirmative Covenants Credit Facility (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Instrument [Line Items] | |
Fixed Charge Coverage Ratio | 4.44 |
Total Debt to EBITDA Ratio | 2.99 |
Minimum | |
Debt Instrument [Line Items] | |
Covenant Ratio Requirement | greater than or equal to 1.5:1.0 |
Maximum | |
Debt Instrument [Line Items] | |
Covenant Ratio Requirement | less than or equal to 3.5:1.0 |
Debt - Summary of Debt Holdings
Debt - Summary of Debt Holdings (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||||
Total debt | $ 320,125 | |||
Less: Current portion, term loan facilities | (3,250) | $ (3,250) | ||
Long term debt | 313,242 | 485,547 | ||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total debt | 0 | 169,725 | ||
Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Total debt | 320,125 | 323,375 | ||
Original Issue Discount | ||||
Debt Instrument [Line Items] | ||||
Total debt | [1] | (3,633) | (4,303) | |
Debt Net Of Discount | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 316,492 | $ 488,797 | ||
Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Original issue discount | $ 4,600 | |||
[1] | The Company recorded $4.6 million in original issue discount upon issuance of the 2014 Term Loan Facility in June 2014. This discount is being amortized over the life of the 2014 Term Loan Facility. |
Debt - Summary of Annual Maturi
Debt - Summary of Annual Maturities of Term Loan Facility and Revolving Credit Facility (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Debt Disclosure [Abstract] | |
2,015 | $ 3,250 |
2,016 | 3,250 |
2,017 | 3,250 |
2,018 | 3,250 |
2,019 | 3,250 |
2020 and thereafter | 303,875 |
Total debt | $ 320,125 |
Debt - Summary of Components of
Debt - Summary of Components of Interest Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Disclosure [Abstract] | |||
Interest on credit facilities | $ 17,590 | $ 16,392 | $ 15,625 |
Unused fee on Revolving Credit Facility | 1,612 | 1,914 | 2,349 |
Amortization of original issue discount | 671 | 882 | 1,243 |
Unrealized losses on interest rate derivatives | 5,662 | 7,709 | 130 |
Letter of credit fees | 121 | 62 | 53 |
Other | 286 | 138 | 15 |
Interest expense | 25,942 | 27,097 | 19,415 |
Average daily balance of debt outstanding | $ 443,348 | $ 379,034 | $ 294,056 |
Effective interest rate | 5.90% | 7.20% | 6.60% |
Derivative Instruments and He86
Derivative Instruments and Hedging Activities - Additional Information (Detail) $ in Thousands | Sep. 16, 2014USD ($) | Oct. 31, 2011USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2015EUR (€) | Dec. 31, 2014EUR (€) |
Derivative [Line Items] | |||||||
Fair value loss on derivative | $ 5,662 | $ 7,722 | $ 130 | ||||
Fair value of interest | 13,483 | 9,828 | |||||
New Interest Rate Swap | |||||||
Derivative [Line Items] | |||||||
Notional amount | $ 220,000 | ||||||
Interest rate on notional amount | 2.97% | ||||||
Interest Rate Cap Period | 3 months | ||||||
Fair value loss on derivative | 13,000 | 7,400 | |||||
Three-Year Interest Rate Swap | |||||||
Derivative [Line Items] | |||||||
Notional amount | $ 200,000 | ||||||
Interest Rate Cap Period | 3 years | ||||||
Derivative, Term of Contract | 3 years | ||||||
Three-Year Interest Rate Swap | |||||||
Derivative [Line Items] | |||||||
Interest rate on notional amount | 2.49% | ||||||
Fair value of interest | 500 | 2,500 | |||||
Three-Year Interest Rate Swap | Other Current Liabilities [Member] | |||||||
Derivative [Line Items] | |||||||
Fair value of interest | 3,914 | 1,998 | |||||
Three-Year Interest Rate Swap | Other Noncurrent Liabilities | |||||||
Derivative [Line Items] | |||||||
Fair value of interest | $ 9,569 | $ 7,830 | |||||
Foreign Currency Contracts | |||||||
Derivative [Line Items] | |||||||
Notional amount | € | € 1,600,000 | € 1,300,000 | |||||
3-month LIBOR | Three-Year Interest Rate Swap | Interest Rate Floor | |||||||
Derivative [Line Items] | |||||||
Interest rate on LIBOR | 1.50% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Income Tax Examination [Line Items] | ||||||
Recognized deferred tax liabilities | $ (111,556) | $ (98,319) | ||||
Valuation allowance | [1] | (1,308) | (2,776) | |||
Reductions for prior years’ tax positions | 15 | [2] | 7,620 | $ 0 | ||
Unrecognized tax benefits, if recognized, would affect the Company's effective tax rate | 200 | $ 100 | ||||
Accrued interest and penalties related to uncertain tax positions | 200 | |||||
Indemnification arrangement to offset unrecognized tax benefits | $ 100 | |||||
FOX | ||||||
Income Tax Examination [Line Items] | ||||||
Reductions for prior years’ tax positions | [2] | $ 7,600 | ||||
[1] | {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOjg0NTViMTg5YmEyMDQyYTJhZTI1YzdkYzRjNDRlMjEwfFRleHRTZWxlY3Rpb246NTVGMDg0QjVDNzVCNTZFQ0IxNTRDMTZDRkNGRDRBRkUM} | |||||
[2] | of the reduction for prior year tax positions relates to the deconsolidation of FOX in July 2014. |
Income Taxes - Components of th
Income Taxes - Components of the Company's pretax income (loss) before taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Domestic (including U.S. exports) | $ 29,432 | $ 267,796 | $ 87,447 |
Foreign subsidiaries | (5,440) | 7,327 | 4,196 |
Income Before Income Taxes | $ 23,992 | $ 275,123 | $ 91,643 |
Income Taxes - Components of 89
Income Taxes - Components of the Company's Income Tax Provision (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current taxes | |||
Federal | $ 16,079 | $ 16,821 | $ 18,194 |
State | 2,567 | (2,728) | 5,019 |
Foreign | 688 | 1,008 | 1,860 |
Total current taxes | 19,334 | 15,101 | 25,073 |
Deferred taxes: | |||
Federal | (764) | (8,238) | (3,294) |
State | 70 | (1,394) | (301) |
Foreign | (3,639) | (423) | (887) |
Total deferred taxes | (4,333) | (10,055) | (4,482) |
Total tax provision | $ 15,001 | $ 5,046 | $ 20,591 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred tax assets: | |||
Tax credits | $ 60 | $ 395 | |
Accounts receivable and allowances | 661 | 1,424 | |
Net operating loss carryforwards | 6,254 | 7,233 | |
Accrued expenses | 5,927 | 5,486 | |
Other | 3,243 | 1,996 | |
Valuation allowance (1) | 16,145 | 16,534 | |
Valuation allowance | [1] | (1,308) | (2,776) |
Net deferred tax assets | 14,837 | 13,758 | |
Deferred tax liabilities: | |||
Intangible assets | (92,083) | (79,153) | |
Property and equipment | (17,750) | (18,329) | |
Prepaid and other expenses | (1,723) | (837) | |
Total deferred tax liabilities | (111,556) | (98,319) | |
Total net deferred tax liability | $ (96,719) | $ (84,561) | |
[1] | {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOjg0NTViMTg5YmEyMDQyYTJhZTI1YzdkYzRjNDRlMjEwfFRleHRTZWxlY3Rpb246NTVGMDg0QjVDNzVCNTZFQ0IxNTRDMTZDRkNGRDRBRkUM} |
Income Taxes - Reconciliation B
Income Taxes - Reconciliation Between Federal Statutory Rate and Effective Income Tax Rate (Detail) | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Income Tax Disclosure [Abstract] | |||||
United States Federal Statutory Rate | 35.00% | 35.00% | 35.00% | ||
State income taxes (net of Federal benefits) | 6.50% | (1.00%) | 3.30% | ||
Foreign income taxes | 1.20% | (0.30%) | (0.90%) | ||
Expenses of Compass Group Diversified Holdings, LLC representing a pass through to shareholders | [1] | 29.10% | 2.30% | 1.60% | |
Effect of (gain) loss on equity method investment | [1] | (6.60%) | (1.40%) | 0.00% | |
Effect of deconsolidation of subsidiary | (0.00%) | [2] | (33.60%) | (0.00%) | |
Effect of supplemental put expense (reversal) | [3] | 0.00% | 0.00% | (17.60%) | |
Impact of subsidiary employee stock options | 1.30% | 0.00% | 0.00% | ||
Domestic production activities deduction | (3.20%) | (0.30%) | (1.90%) | ||
Non-deductible acquisition costs | 0.00% | 0.10% | 0.00% | ||
Non-recognition of NOL carryforwards at subsidiaries | (6.10%) | 0.50% | 0.00% | ||
Other | 5.30% | 0.50% | 3.00% | ||
Effective income tax rate | 62.50% | 1.80% | 22.50% | ||
[1] | The effective income tax rate for each of the years presented includes losses at the Company’s parent, which is taxed as a partnership. | ||||
[2] | The effective income tax rate for the year ended December 31, 2014 includes a significant gain at the Company's parent related to the deconsolidation of FOX in July 2014. | ||||
[3] | The effective income tax rate for the year ended December 31, 2013 includes a gain at our parent related to the termination of the Supplemental Put Agreement in July 2013. |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Beginning balance | $ 433 | $ 7,960 | $ 7,780 | |
Additions for current years’ tax positions | 73 | 19 | 1,855 | |
Additions for prior years’ tax positions | 0 | 141 | 50 | |
Reductions for prior years’ tax positions | (15) | [1] | (7,620) | 0 |
Reductions for settlements | 0 | 0 | 0 | |
Reductions for expiration of statute of limitations | (102) | (67) | (1,725) | |
Ending balance | $ 389 | $ 433 | $ 7,960 | |
[1] | of the reduction for prior year tax positions relates to the deconsolidation of FOX in July 2014. |
Defined Benefit Plan - Addition
Defined Benefit Plan - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan expected contribution by employer | $ 500 | |
Other Noncurrent Liabilities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Unfunded liability | $ (2,495) | $ (3,304) |
Defined Benefit Plan - Summary
Defined Benefit Plan - Summary of Foreign Plan's Status and Recognized Amounts (Detail) - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | |
Change in benefit obligation: | |||
Benefit obligation, beginning of year | $ 14,712 | $ 13,386 | |
Service cost | $ 484 | 578 | 425 |
Interest cost | $ 298 | 167 | 271 |
Actuarial (gain)/loss | 143 | 1,847 | |
Employee contributions and transfer | (497) | 363 | |
Plan amendment | (107) | 383 | |
Benefits paid | (1,579) | (621) | |
Foreign currency translation | (25) | (1,342) | |
Benefit obligation, end of year | 13,392 | 14,712 | |
Change in plan assets: | |||
Fair value of assets, beginning of period | 11,408 | 12,059 | |
Actual return on plan assets | 310 | 362 | |
Company contribution | 427 | 454 | |
Employee contributions and transfer | (497) | 363 | |
Benefits paid | (1,579) | (621) | |
Foreign currency translation | (19) | (1,209) | |
Fair value of assets, end of period | 10,897 | $ 11,408 | |
Defined Benefit Plan, Assets Transferred to (from) Plan | $ 350 |
Defined Benefit Plan - Summar95
Defined Benefit Plan - Summary of Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |||
Service cost | $ 484 | $ 578 | $ 425 |
Interest cost | 298 | 167 | 271 |
Expected return on plan assets | (284) | 310 | (468) |
Net periodic benefit cost | $ 498 | $ 1,055 | $ 228 |
Defined Benefit Plan - Summar96
Defined Benefit Plan - Summary of Assumptions Used to Determine the Benefit Obligations and Components of the Net Periodic Benefit Cost (Detail) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ||
Discount rate | 1.00% | 1.25% |
Expected return on plan assets | 1.40% | 1.75% |
Rate of compensation increase | 1.00% | 1.00% |
Defined Benefit Plan - Summar97
Defined Benefit Plan - Summary of Expected Foreign Plan Benefit Payments (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Compensation and Retirement Disclosure [Abstract] | |
2,016 | $ 460 |
2,017 | 755 |
2,018 | 459 |
2,019 | 849 |
2,020 | 1,143 |
Thereafter | 3,029 |
Total | $ 6,695 |
Defined Benefit Plan - Summar98
Defined Benefit Plan - Summary of Allocation of Assets in Swiss Life's Group Life Portfolio (Detail) - Pension Plan | Dec. 31, 2015 |
Defined Benefit Plan Disclosure [Line Items] | |
Allocation of pension plan assets | 100.00% |
Certificates of deposit and cash and cash equivalents | |
Defined Benefit Plan Disclosure [Line Items] | |
Allocation of pension plan assets | 71.00% |
Fixed income bonds and securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Allocation of pension plan assets | 7.00% |
Private equity and hedge funds | |
Defined Benefit Plan Disclosure [Line Items] | |
Allocation of pension plan assets | 6.00% |
Real estate | |
Defined Benefit Plan Disclosure [Line Items] | |
Allocation of pension plan assets | 14.00% |
Equity and other investments | |
Defined Benefit Plan Disclosure [Line Items] | |
Allocation of pension plan assets | 2.00% |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2014 | Nov. 30, 2014 | Nov. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 28, 2016 | Oct. 29, 2015 | Jul. 29, 2015 | Apr. 29, 2015 | Jan. 29, 2015 | Oct. 30, 2014 | Jul. 30, 2014 | Apr. 30, 2014 | Jan. 30, 2014 | Jul. 30, 2013 | Apr. 30, 2013 | Jan. 31, 2013 | Oct. 30, 2012 |
Stockholders Equity [Line Items] | |||||||||||||||||||||
Trust shares, authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |||||||||||||||||
Trust shares, issued (in shares) | 6,000,000 | 6,000,000 | |||||||||||||||||||
Offering price (dollars per share) | $ 17.50 | ||||||||||||||||||||
Proceeds from issuance of Trust shares | $ 99,900 | $ 0 | $ 99,868 | $ 0 | |||||||||||||||||
Less: Profit Allocation paid to Holders | $ 17,731 | $ 11,870 | $ 15,990 | ||||||||||||||||||
Trust shares, voting rights | One vote per share | ||||||||||||||||||||
Distribution declared per share (in dollars per share) | $ 0.36 | $ 0.36 | $ 0.36 | $ 0.36 | $ 0.36 | $ 0.36 | $ 0.36 | $ 0.36 | $ 0.36 | $ 0.36 | $ 0.36 | $ 0.36 | $ 0.36 | ||||||||
Retained Earnings | |||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||
Less: Profit Allocation paid to Holders | $ 11,900 | $ 16,000 | |||||||||||||||||||
Sterno Candle Lamp | |||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||
Trust shares, issued (in shares) | 6,000,000 | ||||||||||||||||||||
Offering price (dollars per share) | $ 17.50 | $ 17.50 | |||||||||||||||||||
Proceeds from issuance of Trust shares | $ 99,900 | ||||||||||||||||||||
CamelBak and American Furniture | |||||||||||||||||||||
Stockholders Equity [Line Items] | |||||||||||||||||||||
Holders paid related to contribution based profit | $ 14,600 |
Stockholder's Equity Stockho100
Stockholder's Equity Stockholders' Equity - Summary of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Nov. 14, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Stock [Line Items] | ||||||||||||
Income (loss) from continuing operations | $ 3,858 | $ 258,416 | $ 58,928 | |||||||||
Less: Profit Allocation paid to Holders | 17,731 | 11,870 | 15,990 | |||||||||
Less: Effect of contribution based profit—Holding Event | 2,804 | 2,259 | 1,480 | |||||||||
Income (loss) from Holdings attributable to Trust shares | (16,677) | 244,287 | 41,458 | |||||||||
Income from discontinued operations attributable to Holdings | 157,980 | 20,419 | 9,136 | |||||||||
Income from discontinued operations attributable to Trust shares | $ 157,980 | $ 19,873 | $ 9,136 | |||||||||
Basic and diluted weighted average shares outstanding (in shares) | 48,300 | 54,300 | 49,089 | 48,300 | ||||||||
Income from operations—Basic and fully diluted (in dollars per share) | $ (0.37) | $ 0.14 | $ 0.28 | $ 0.42 | $ 0.04 | $ 5.06 | $ (0.01) | $ (0.04) | $ (0.30) | $ 4.98 | $ 0.86 | |
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Diluted Share | $ (0.02) | $ 2.87 | $ 0.12 | $ 0.05 | $ 0.10 | $ 0.09 | $ 0.12 | $ 0.12 | 2.91 | 0.40 | 0.19 | |
Earnings Per Share, Diluted | $ 2.61 | $ 5.38 | $ 1.05 | |||||||||
Discontinued Operations, Disposed of by Sale | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Less: Effect of contribution based profit—Holding Event | $ 546 |
Noncontrolling Interest - Compa
Noncontrolling Interest - Company's Ownership Percentage of its Majority Owned Operating Segments and Related Noncontrolling Interest (Detail) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Ergobaby | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 81.00% | 81.00% | 81.00% |
Ergobaby | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 74.20% | 74.30% | 75.00% |
FOX | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1],[2] | 53.90% | ||
FOX | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1],[2] | 49.80% | ||
Liberty | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 96.20% | 96.20% | 96.20% |
Liberty | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 84.60% | 84.80% | 84.80% |
Manitoba Harvest | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 76.60% | ||
Manitoba Harvest | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 65.60% | ||
ACI | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 69.40% | 69.40% | 69.40% |
ACI | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 69.30% | 69.30% | 69.40% |
Arnold Magnetics | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 96.70% | 96.70% | 96.70% |
Arnold Magnetics | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 87.30% | 87.50% | 87.20% |
Clean Earth Holdings | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 97.50% | 97.90% | |
Clean Earth Holdings | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 86.20% | 86.20% | |
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% | 91.70% | |
[1] | The principal difference between primary and fully diluted percentages of our operating segments is due to stock option issuances of operating segment stock to management of the respective business. | |||
[2] | FOX was deconsolidated on July 10, 2014 after the Company's ownership interest in FOX fell below 50%. Refer to "Note E - Equity Method Investment". |
Noncontrolling Interest - Summa
Noncontrolling Interest - Summary of Each Purchase of Noncontrolling Interest (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 46,219 | $ 22,967 |
Ergobaby | ||
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 17,754 | 14,783 |
FOX | ||
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 0 | 0 |
Liberty | ||
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 2,934 | 2,547 |
Manitoba Harvest | ||
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 14,071 | |
ACI | ||
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 4,295 | 790 |
Arnold Magnetics | ||
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 2,113 | 1,950 |
Clean Earth Holdings | ||
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 4,308 | 2,672 |
Sterno Candle Lamp | ||
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 644 | 125 |
Allocation Interests | ||
Noncontrolling Interest [Line Items] | ||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 100 | $ 100 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating lease expiration period | One year or more | ||
Rent expenses | $ 10.7 | $ 9.1 | $ 9 |
Commitments and Contingencie104
Commitments and Contingencies - Summary of Future Minimum Rental Commitments under Operating Leases (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,015 | $ 10,146 |
2,016 | 8,205 |
2,017 | 7,016 |
2,018 | 5,251 |
2,019 | 4,984 |
Thereafter | 28,836 |
Total | $ 64,438 |
Supplemental Data - Summary of
Supplemental Data - Summary of Supplemental Balance Sheet Data (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of accrued expenses: | ||
Accrued payroll and fringes | $ 18,350 | $ 13,224 |
Accrued taxes | 1,435 | 2,150 |
Income taxes payable | 2,164 | 2,028 |
Accrued interest | 70 | 1,123 |
Accrued rebates | 8,081 | 8,602 |
Warranty payable | 1,259 | 1,264 |
Accrued Transportation and Disposal costs | 5,714 | 9,439 |
Other accrued expenses | 6,694 | 11,407 |
Total | 43,767 | 49,237 |
Warranty liability: | ||
Beginning balance | 1,264 | 4,491 |
Accrual | 343 | 1,918 |
Warranty payments | (348) | (1,266) |
Deconsolidation of subsidiary | 0 | (3,879) |
Ending balance | $ 1,259 | $ 1,264 |
Supplemental Data - Summary 106
Supplemental Data - Summary of Supplemental Cash Flow Data (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Payables and Accruals [Abstract] | |||
Interest paid | $ 21,180 | $ 16,033 | $ 18,997 |
Taxes paid | $ 6,494 | $ 12,226 | $ 18,600 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jul. 10, 2014 | Aug. 13, 2013 | Jun. 18, 2012 | Aug. 23, 2011 | May 16, 2006 | Jul. 31, 2014 | Mar. 31, 2016 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 10, 2015 | Oct. 10, 2014 | Aug. 26, 2014 | Dec. 19, 2012 |
Related Party Transaction [Line Items] | |||||||||||||||
Unpaid management fees incurred | $ 5,863,000 | $ 6,068,000 | |||||||||||||
Less: Profit Allocation paid to Holders | $ 17,731,000 | $ 11,870,000 | $ 15,990,000 | ||||||||||||
Percentage of allocation agreement | 41.20% | 46.40% | |||||||||||||
Integration service fees | $ 3,500,000 | $ 1,000,000 | |||||||||||||
Supplemental put reversal | 0 | 0 | (45,995,000) | ||||||||||||
Payment of profit allocation | 0 | 0 | 5,603,000 | ||||||||||||
Reimbursement of occupancy and staffing costs to CGM | 3,500,000 | 4,500,000 | 3,500,000 | ||||||||||||
Stock issued during period shares acquisitions through private placement (in shares) | 1,575,000 | ||||||||||||||
Effect of FOX IPO proceeds | 109,546,000 | ||||||||||||||
Company's ownership interest before transaction | 53.00% | ||||||||||||||
Company's ownership interest after transaction | 41.00% | ||||||||||||||
Investment owned, balance, shares | 15,108,718 | ||||||||||||||
Gain on deconsolidation of subsidiary | $ 264,300,000 | $ 264,300,000 | 0 | 264,325,000 | 0 | ||||||||||
Rent expenses | 10,700,000 | 9,100,000 | 9,000,000 | ||||||||||||
Parent Company | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Consideration received from sale of stock | $ 65,500,000 | $ 65,500,000 | |||||||||||||
Secondary Offering | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Sale of stock (dollars per share) | $ 15.50 | ||||||||||||||
Consideration received from sale of stock | $ 84,400,000 | ||||||||||||||
Secondary Offering | Subsidiaries | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Number of shares to be sold by shareholders | 5,750,000 | ||||||||||||||
Secondary Offering | Parent Company | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Number of shares to be sold by shareholders | 4,466,569 | ||||||||||||||
Consideration received from sale of stock | $ 65,500,000 | ||||||||||||||
Over-Allotment Option | Subsidiaries | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Number of shares to be sold by shareholders | 750,000 | ||||||||||||||
Over-Allotment Option | Parent Company | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Number of shares to be sold by shareholders | 633,955 | ||||||||||||||
Clean Earth Holdings | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Integration service fees | $ 2,500,000 | $ 2,500,000 | |||||||||||||
Integration service fees | 1,900,000 | 600,000 | |||||||||||||
Sterno Candle Lamp | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Integration service fees | $ 1,500,000 | ||||||||||||||
Integration service fees | 1,100,000 | $ 400,000 | |||||||||||||
Manitoba Harvest | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Integration service fees | $ 1,000,000 | ||||||||||||||
Integration service fees | $ 500,000 | ||||||||||||||
Employees and Partners of the Manager | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percentage of allocation agreement | 58.80% | ||||||||||||||
Board of Directors Chairman | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percentage of allocation agreement | 5.00% | 5.00% | |||||||||||||
Founding Partner | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percentage of allocation agreement | 31.20% | 31.40% | |||||||||||||
Director | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percentage of allocation agreement | 5.00% | ||||||||||||||
Ergobaby | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Holders paid related to contribution based profit | $ 3,100,000 | ||||||||||||||
Manitoba Harvest | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Integration service fees | $ 1,000,000 | ||||||||||||||
FOX | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Period to acquired controlling interest in business on fifth anniversary | 30 days | ||||||||||||||
Holders paid related to contribution based profit | $ 5,600,000 | ||||||||||||||
Holders paid on sale of common stock to public | $ 16,000,000 | ||||||||||||||
Percentage of allocation agreement | 53.60% | ||||||||||||||
Payment of profit allocation | $ 5,600,000 | ||||||||||||||
Number of shares to be sold by shareholders | 7,000,000 | ||||||||||||||
Sale of stock (dollars per share) | $ 15 | ||||||||||||||
Term of lease | 2018-07 | ||||||||||||||
Outstanding inter company loan repaid | 2013-07 | ||||||||||||||
Advanced Circuits | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Additional term loan borrowings fund cash distributions | $ 45,000,000 | ||||||||||||||
Advanced Circuits | Non-Controlling Interest | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Additional term loan borrowings fund cash distributions | 13,700,000 | ||||||||||||||
Tridien | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Term of lease | 2014-02 | ||||||||||||||
CamelBak and American Furniture | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Holders paid related to contribution based profit | $ 14,600,000 | ||||||||||||||
Management Service Agreement with CGM | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Management fees paid equal to net asset | 0.50% | ||||||||||||||
Management Service Agreement with CGM | CamelBak | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Management fee paid by Halo | $ 300,000 | $ 500,000 | 500,000 | ||||||||||||
CGI Diversified Holdings LP | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percentage of allocation agreement | 5.00% | 5.00% | |||||||||||||
Compass AC Holding | Advanced Circuits | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Additional term loan borrowings fund cash distributions | $ 31,300,000 | ||||||||||||||
FOX | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Company's ownership interest after transaction | 41.00% | ||||||||||||||
Gain on deconsolidation of subsidiary | $ 0 | $ 234,185,000 | |||||||||||||
Sarbanes-Oxley Act Service Agreement | Equity Method Investee [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Service fee | $ 50,000,000,000 | 50,000 | |||||||||||||
Purchase of Raw Materials | Family Members of Management, Vendor | Liberty | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Purchases from related party | 3,300,000 | 300,000 | |||||||||||||
Coral Springs Florida Facility Lease Agreement | Affiliated Entity | Tridien | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Rent expenses | $ 400,000 | $ 400,000 | |||||||||||||
Forecast | Sarbanes-Oxley Act Service Agreement | Equity Method Investee [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Service fee | $ 135,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Incurred Management Fees (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | $ 25,658 | $ 21,872 | $ 17,782 |
Management Service Agreement with CGM | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 25,658 | 21,872 | 17,782 |
Management Service Agreement with CGM | Ergobaby | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 500 | 500 | 500 |
Management Service Agreement with CGM | FOX | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 0 | 0 | 308 |
Management Service Agreement with CGM | Liberty | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 500 | 500 | 500 |
Management Service Agreement with CGM | Manitoba Harvest | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 175 | ||
Management Service Agreement with CGM | Advanced Circuits | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 500 | 500 | 500 |
Management Service Agreement with CGM | Arnold Magnetics | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 500 | 500 | 500 |
Management Service Agreement with CGM | Clean Earth Holdings | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 500 | 125 | |
Management Service Agreement with CGM | Sterno Candle Lamp | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 500 | 125 | |
Management Service Agreement with CGM | Corporate | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | $ 22,483 | $ 19,622 | $ 15,474 |
Related Party Transactions - Su
Related Party Transactions - Summary of Stockholders' Equity Impact Result of Amendment to Intercompany Loan Agreement (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2013USD ($) | |
Related Party Transaction [Line Items] | |
Shares purchased by noncontrolling shareholders | $ (109,546) |
Unaudited Quarterly Financia110
Unaudited Quarterly Financial Data - Summary of Unaudited Quarterly Financial Data (Detail) $ / shares in Units, CAD in Thousands | Jul. 10, 2015CAD | Jul. 10, 2015USD ($) | Oct. 10, 2014USD ($) | Aug. 26, 2014USD ($) | Jul. 10, 2014USD ($)shares | Nov. 30, 2014USD ($)$ / sharesshares | Dec. 31, 2014shares | Dec. 31, 2015USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / shares | Jun. 30, 2015USD ($)$ / shares | Mar. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($)$ / shares | Sep. 30, 2014USD ($)$ / shares | Jun. 30, 2014USD ($)$ / shares | Mar. 31, 2014USD ($)$ / shares | Aug. 03, 2015USD ($) | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($)$ / shares | Dec. 31, 2013USD ($)$ / shares | Jun. 06, 2014USD ($) | |
Selected Quarterly Financial Information [Line Items] | |||||||||||||||||||||
Discontinued Operation, Gain on Disposal of Discontinued Operation, Net of Tax | $ 151,100,000 | ||||||||||||||||||||
Net sales | $ 19,000 | 87,812,000 | $ 103,970,000 | $ 94,411,000 | $ 85,979,000 | $ 79,481,000 | $ 90,234,000 | $ 89,931,000 | |||||||||||||
Total revenues | 199,531,000 | 184,830,000 | [1] | 180,757,000 | 162,860,000 | 178,049,000 | 123,659,000 | 178,850,000 | 156,117,000 | $ 552,592,000 | $ 568,235,000 | $ 680,639,000 | |||||||||
Gross profit | 67,598,000 | 64,750,000 | [1] | 59,025,000 | 49,363,000 | 51,772,000 | 42,374,000 | 58,536,000 | 52,335,000 | 240,736,000 | 205,017,000 | 222,726,000 | |||||||||
Operating income | 16,397,000 | 14,628,000 | [1] | 14,119,000 | 4,774,000 | 1,103,000 | 5,910,000 | 14,391,000 | 10,488,000 | 49,918,000 | 31,892,000 | 115,040,000 | |||||||||
Income (loss) from continuing operations | 1,839,000 | 10,009,000 | [1] | 18,467,000 | (21,324,000) | 3,943,000 | 258,579,000 | 6,376,000 | 1,179,000 | 8,991,000 | 270,077,000 | 71,052,000 | |||||||||
Net income (loss) attributable to Holdings | $ (2,217,000) | $ 164,500,000 | [1] | $ 24,457,000 | $ (24,902,000) | $ 7,359,000 | $ 261,098,000 | $ 5,719,000 | $ 4,659,000 | $ 161,838,000 | $ 278,835,000 | $ 68,064,000 | |||||||||
Continuing operations (in dollars per share) | $ / shares | $ (0.37) | $ 0.14 | $ 0.28 | $ 0.42 | $ 0.04 | $ 5.06 | $ (0.01) | $ (0.04) | $ (0.30) | $ 4.98 | $ 0.86 | ||||||||||
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Diluted Share | $ / shares | (0.02) | 2.87 | 0.12 | 0.05 | 0.10 | 0.09 | 0.12 | 0.12 | $ 2.91 | $ 0.40 | $ 0.19 | ||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||
Basic and fully income (loss) per share attributable to Holdings (in dollars per share) | $ / shares | $ (0.39) | $ 3.01 | [1] | $ 0.40 | $ 0.47 | $ 0.14 | $ 5.15 | $ 0.11 | $ 0.08 | ||||||||||||
Trust shares, issued (in shares) | shares | 6,000,000 | 6,000,000 | |||||||||||||||||||
Offering price (dollars per share) | $ / shares | $ 17.50 | ||||||||||||||||||||
Proceeds from issuance of Trust shares | $ 99,900,000 | $ 0 | $ 99,868,000 | $ 0 | |||||||||||||||||
Company's ownership interest after transaction | 41.00% | ||||||||||||||||||||
Gains (losses) on extinguishment of debt | 0 | (2,143,000) | (1,785,000) | ||||||||||||||||||
Operating income | $ 9,838,000 | $ (2,664,000) | $ 4,979,000 | $ 3,810,000 | $ 7,370,000 | $ 7,607,000 | |||||||||||||||
Income from discontinued operations | $ (2,098,000) | $ 4,934,000 | 8,108,000 | (3,963,000) | 4,990,000 | 3,951,000 | 5,943,000 | 6,194,000 | 6,981,000 | 21,078,000 | 7,764,000 | ||||||||||
Tridien | |||||||||||||||||||||
Selected Quarterly Financial Information [Line Items] | |||||||||||||||||||||
Goodwill impairment expense | $ 0 | ||||||||||||||||||||
2014 Credit Agreement | Loans Payable | |||||||||||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||
Letter of credit, aggregate face amount | 725,000,000 | $ 725,000,000 | |||||||||||||||||||
Parent Company | |||||||||||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||
Consideration received from sale of stock | $ 65,500,000 | 65,500,000 | |||||||||||||||||||
Secondary Offering | |||||||||||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||
Consideration received from sale of stock | $ 84,400,000 | ||||||||||||||||||||
Secondary Offering | Parent Company | |||||||||||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||
Number of shares to be sold by shareholders | shares | 4,466,569 | ||||||||||||||||||||
Consideration received from sale of stock | $ 65,500,000 | ||||||||||||||||||||
Manitoba Harvest | |||||||||||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||
Purchase price, net | CAD 130,254 | $ 102,708,000 | |||||||||||||||||||
Sterno Candle Lamp | |||||||||||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||
Purchase price, net | $ 159,986,000 | $ 160,000,000 | |||||||||||||||||||
Trust shares, issued (in shares) | shares | 6,000,000 | ||||||||||||||||||||
Offering price (dollars per share) | $ / shares | $ 17.50 | $ 17.50 | |||||||||||||||||||
Proceeds from issuance of Trust shares | $ 99,900,000 | ||||||||||||||||||||
Clean Earth Holdings | |||||||||||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||
Purchase price, net | $ 251,364,000 | ||||||||||||||||||||
Discontinued Operations, Disposed of by Sale | |||||||||||||||||||||
Selected Quarterly Financial Information [Line Items] | |||||||||||||||||||||
Discontinued Operation, Gain on Disposal of Discontinued Operation, Net of Tax | (1,277,000) | 151,075,000 | |||||||||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||
Gross profit | 2,000 | 19,257,000 | $ 26,936,000 | $ 22,553,000 | $ 20,953,000 | $ 19,676,000 | $ 24,006,000 | $ 24,017,000 | |||||||||||||
Operating income | $ (2,000) | $ 6,131,000 | |||||||||||||||||||
Discontinued Operations, Disposed of by Sale | CamelBak | |||||||||||||||||||||
Selected Quarterly Financial Information [Line Items] | |||||||||||||||||||||
Net sales | $ 96,519,000 | 148,675,000 | 139,943,000 | ||||||||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||
Gross profit | 41,415,000 | 62,672,000 | 61,355,000 | ||||||||||||||||||
Operating income | 14,348,000 | 17,913,000 | 17,919,000 | ||||||||||||||||||
Income from discontinued operations | $ 11,597,000 | $ 15,122,000 | $ 15,755,000 | ||||||||||||||||||
[1] | During the three months ended September 30, 2015, the Company sold |
Subsequent Event (Details)
Subsequent Event (Details) CAD in Millions, $ in Millions | Jan. 22, 2016CAD | Jan. 22, 2016USD ($) | Oct. 31, 2013USD ($) |
Subsequent Event [Line Items] | |||
Purchase price | $ 2.5 | ||
Clean Earth Holdings | Northern International, Inc. | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Purchase price | CAD 52.3 | $ 35.8 | |
Loans provided by company | $ 37 | ||
Clean Earth Holdings | Earn-Out Payable | Northern International, Inc. | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Potential earn-out payable period (years) | 2 years | 2 years | |
Potential earn-out payable, amount | CAD 2.5 | $ 1.8 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Allowance for Doubtful Accounts | ||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at beginning of year | $ 3,756 | $ 2,065 | $ 1,363 | |
Additions, Charge to costs and expense | 3,165 | 3,431 | 2,149 | |
Other | [1] | 15 | 494 | 0 |
Deductions | 3,489 | 2,234 | 1,447 | |
Balance at end of Year | 3,447 | 3,756 | 2,065 | |
Valuation Allowance of Deferred Tax Assets | ||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at beginning of year | 2,776 | 1,348 | 1,350 | |
Additions, Charge to costs and expense | 1 | 1,180 | 0 | |
Other | [1] | 0 | 248 | 0 |
Balance at end of Year | $ 1,308 | $ 2,776 | $ 1,348 | |
[1] | Represents opening allowance balances related to current year acquisitions, and the ending allowance for FOX, which was deducted as a result of the deconsolidation of the FOX subsidiary during 2014 . |
Uncategorized Items - codi-2016
Label | Element | Value |
Net Cash Provided by (Used in) Discontinued Operations | us-gaap_NetCashProvidedByUsedInDiscontinuedOperations | $ 3,500,000 |
Net Cash Provided by (Used in) Discontinued Operations | us-gaap_NetCashProvidedByUsedInDiscontinuedOperations | 2,800,000 |
Net Cash Provided by (Used in) Discontinued Operations | us-gaap_NetCashProvidedByUsedInDiscontinuedOperations | $ 1,800,000 |