Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 24, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Compass Diversified Holdings | ||
Entity Central Index Key | 1,345,126 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 59,900,000 | ||
Entity Public Float | $ 742,289,290 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 39,772 | $ 85,240 |
Accounts receivable, net | 181,191 | 105,910 |
Inventories | 212,984 | 59,905 |
Prepaid expenses and other current assets | 18,872 | 21,536 |
Current assets of discontinued operations | 0 | 18,772 |
Total current assets | 452,819 | 291,363 |
Property, plant and equipment, net | 142,370 | 115,948 |
Equity Method Investments | 141,767 | 249,747 |
Goodwill | 491,637 | 390,655 |
Intangible assets, net | 539,211 | 350,687 |
Other non-current assets | 9,351 | 9,819 |
Non-current assets of discontinued operations | 0 | 12,823 |
Total assets | 1,777,155 | 1,421,042 |
Current liabilities: | ||
Accounts payable | 61,512 | 46,140 |
Accrued expenses | 91,041 | 43,767 |
Due to related parties (refer to Note R) | 20,848 | 5,863 |
Current portion, long-term debt | 5,685 | 3,250 |
Other current liabilities | 23,435 | 9,004 |
Current liabilities of discontinued operations | 0 | 8,455 |
Total current liabilities | 202,521 | 116,479 |
Deferred income taxes | 110,838 | 103,635 |
Long-term debt | 551,652 | 308,639 |
Other non-current liabilities | 17,600 | 18,960 |
Non-current liabilities of discontinued operations | 0 | 110 |
Total liabilities | 882,611 | 547,823 |
Stockholders’ equity | ||
Trust common shares, no par value, 500,000 authorized; 59,900 shares issued and outstanding at December 31, 2016 and 54,300 shares issued and outstanding at December 31, 2015 | 924,680 | 825,321 |
Accumulated other comprehensive loss | (9,515) | (9,804) |
Accumulated earnings (deficit) | (58,760) | 10,567 |
Total stockholders’ equity attributable to Holdings | 856,405 | 826,084 |
Noncontrolling interest | 38,139 | 46,219 |
Noncontrolling interest of discontinued operations | 0 | 916 |
Total stockholders’ equity | 894,544 | 873,219 |
Total liabilities and stockholders’ equity | $ 1,777,155 | $ 1,421,042 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 3,608 | $ 3,608 |
Deferred debt issuance costs, accumulated amortization | $ 2,362 | $ 2,362 |
Trust shares, par value (in dollars per share) | ||
Trust shares, authorized (in shares) | 500,000,000 | 500,000,000 |
Trust shares, issued (in shares) | 59,900,000 | 54,300,000 |
Trust shares, outstanding (in shares) | 59,900,000 | 54,300,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Net sales | $ 789,312 | $ 552,592 | $ 568,235 |
Service revenues | 188,997 | 175,386 | 68,440 |
Total net revenues | 978,309 | 727,978 | 636,675 |
Cost of sales | 517,072 | 362,064 | 382,905 |
Cost of service revenues | 134,667 | 125,178 | 48,753 |
Gross profit | 326,570 | 240,736 | 205,017 |
Operating expenses: | |||
Selling, general and administrative expense | 217,830 | 136,399 | 128,190 |
Management fees | 29,406 | 25,658 | 21,872 |
Amortization expense | 35,069 | 28,761 | 23,063 |
Loss on disposal of assets | 16,000 | ||
Loss on disposal of assets | 9,204 | 0 | 0 |
Operating income | 19,061 | 49,918 | 31,892 |
Other income (expense): | |||
Interest expense, net | (24,651) | (25,924) | (27,060) |
Gain on equity method investment | 74,490 | 4,533 | 11,029 |
Gain on deconsolidation of subsidiary | 0 | 0 | 264,325 |
Amortization of debt issuance costs | (2,763) | (2,212) | (2,243) |
Loss on debt extinguishment | 0 | 0 | (2,143) |
Other expense, net | (2,919) | (2,323) | (677) |
Income from continuing operations before income taxes | 63,218 | 23,992 | 275,123 |
Provision for income taxes | 9,469 | 15,001 | 5,046 |
Income from continuing operations | 53,749 | 8,991 | 270,077 |
Income from discontinued operations, net of income tax | 473 | 6,981 | 21,078 |
Gain on sale of discontinued operations, net of income tax | 2,308 | 149,798 | 0 |
Net income | 56,530 | 165,770 | 291,155 |
Less: Income from continuing operations attributable to noncontrolling interest | 1,961 | 5,133 | 11,661 |
Less: Income (loss) from discontinued operations attributable to noncontrolling interest | (116) | (1,201) | 659 |
Amounts attributable to Holdings: | |||
Income from continuing operations | 51,788 | 3,858 | 258,416 |
Income from discontinued operations, net of income tax | 589 | 8,182 | 20,419 |
Gain on sale of discontinued operations, net of income tax | 2,308 | 149,798 | 0 |
Net income (loss) attributable to Holdings | $ 54,685 | $ 161,838 | $ 278,835 |
Basic and fully diluted income (loss) per share attributable to Holdings (refer to Note N) | |||
Continuing operations (in dollars per share) | $ 0.46 | $ (0.30) | $ 4.98 |
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Diluted Share | 0.05 | 2.91 | 0.40 |
Weighted average number of shares outstanding - basic and fully diluted | $ 0.51 | $ 2.61 | $ 5.38 |
Weighted average number of shares outstanding - basic and fully diluted | 54,591 | 54,300 | 49,089 |
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 56,530 | $ 165,770 | $ 291,155 |
Other comprehensive income (loss) | |||
Foreign currency translation adjustments | 615 | (7,733) | (1,959) |
Pension benefit liability, net | (326) | 471 | (1,276) |
Total comprehensive income, net of tax | 56,819 | 158,508 | 287,920 |
Less: Net income attributable to noncontrolling interests | 1,845 | 3,932 | 12,320 |
Less: Other comprehensive income (loss) attributable to noncontrolling interests | 516 | (1,624) | (107) |
Total comprehensive income attributable to Holdings, net of tax | $ 54,458 | $ 156,200 | $ 275,707 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Accumulated Deficit | Accum. Other Comprehensive Income (Loss) | Stockholders’ Equity Attrib. to Holdings | Non- Controlling Interest | Non-controlling Interest of Disc. Ops. | CamelBak | CamelBakNon-controlling Interest of Disc. Ops. | American Furniture | American FurnitureNon-controlling Interest of Disc. Ops. | Manitoba Harvest | Manitoba HarvestNon- Controlling Interest | Liberty | LibertyAccumulated Deficit | LibertyStockholders’ Equity Attrib. to Holdings | LibertyNon- Controlling Interest | Ergobaby | ErgobabyAccumulated Deficit | ErgobabyStockholders’ Equity Attrib. to Holdings | ErgobabyNon- Controlling Interest | ACI | ACINon- Controlling Interest | Tridien | TridienNon-controlling Interest of Disc. Ops. | HOCIManitoba Harvest | HOCIManitoba HarvestNon- Controlling Interest |
Beginning balance (in shares) at Dec. 31, 2013 | 48,300 | ||||||||||||||||||||||||||
Beginning 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 | 291,155 | 278,835 | 278,835 | 11,661 | 659 | ||||||||||||||||||||||
Total comprehensive income (loss), net | (3,235) | (3,235) | (3,235) | ||||||||||||||||||||||||
Issuance of Trust common shares, net of offering costs | 99,868 | $ 99,868 | 99,868 | 0 | |||||||||||||||||||||||
Issuance of Trust shares, net of offering costs (in shares) | 6,000 | ||||||||||||||||||||||||||
Effect of subsidiary stock option exercise | 359 | 359 | (359) | ||||||||||||||||||||||||
Effect of deconsolidation of subsidiary (refer to Note F) | (77,287) | (359) | (359) | (76,928) | |||||||||||||||||||||||
Proceeds from noncontrolling interest holders | 2,275 | 2,275 | |||||||||||||||||||||||||
Distribution to Allocation Interest holders (refer to Note N) | (11,870) | (11,870) | (11,870) | ||||||||||||||||||||||||
Option activity attributable to noncontrolling shareholders | 8,045 | 7,080 | 965 | ||||||||||||||||||||||||
Distributions paid | (69,552) | (69,552) | (69,552) | ||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2014 | 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 | 165,770 | 161,838 | 161,838 | 5,133 | (1,201) | ||||||||||||||||||||||
Total comprehensive income (loss), net | (7,262) | (7,262) | (7,262) | ||||||||||||||||||||||||
Effect of subsidiary stock option exercise | 500 | 500 | |||||||||||||||||||||||||
Effect of deconsolidation of subsidiary (refer to Note F) | $ (16,101) | $ (16,101) | $ (284) | $ (284) | |||||||||||||||||||||||
Proceeds from noncontrolling interest holders | $ 7,638 | $ 7,638 | $ 6,811 | $ 6,811 | |||||||||||||||||||||||
Distribution to Allocation Interest holders (refer to Note N) | (17,731) | (17,731) | (17,731) | ||||||||||||||||||||||||
Option activity attributable to noncontrolling shareholders | 3,736 | 3,170 | 566 | ||||||||||||||||||||||||
Distributions paid | (78,192) | (78,192) | (78,192) | ||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2015 | 54,300 | ||||||||||||||||||||||||||
Ending balance at Dec. 31, 2015 | 873,219 | $ 825,321 | 10,567 | (9,804) | 826,084 | 46,219 | 916 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||
Net income | 56,530 | 54,685 | 54,685 | 1,961 | (116) | ||||||||||||||||||||||
Total comprehensive income (loss), net | 289 | 289 | 289 | ||||||||||||||||||||||||
Option activity attributable to noncontrolling shareholders | 4,382 | 4,381 | 1 | ||||||||||||||||||||||||
Issuance of Trust common shares, net of offering costs | 99,359 | $ 99,359 | 99,359 | ||||||||||||||||||||||||
Issuance of Trust shares, net of offering costs (in shares) | 5,600 | ||||||||||||||||||||||||||
Effect of subsidiary stock option exercise | 3,755 | (578) | (578) | 4,333 | |||||||||||||||||||||||
Excess tax benefit on stock compensation | $ 1,163 | $ 1,163 | |||||||||||||||||||||||||
Effect of deconsolidation of subsidiary (refer to Note F) | $ (801) | $ (801) | |||||||||||||||||||||||||
Proceeds from noncontrolling interest holders | 5,718 | 5,718 | $ 3,392 | ||||||||||||||||||||||||
Distribution to Allocation Interest holders (refer to Note N) | (23,779) | (23,779) | (23,779) | ||||||||||||||||||||||||
Distributions payable to Allocation Interest Holders (refer to Note N) | (13,354) | (13,354) | |||||||||||||||||||||||||
Distributions paid | (78,192) | (78,192) | (78,192) | ||||||||||||||||||||||||
Distribution to noncontrolling interest holders | $ 8,201 | $ 4,809 | $ 4,809 | ||||||||||||||||||||||||
Repurchase of subsidiary shares - Ergo | $ (16,840) | $ (11,911) | $ (11,911) | $ (4,929) | |||||||||||||||||||||||
Purchase of noncontrolling interest - Liberty | (1,476) | $ (1,007) | $ (1,007) | (469) | |||||||||||||||||||||||
Distributions to noncontrolling shareholders | $ (5,253) | $ (5,253) | $ (18,377) | $ (18,377) | |||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2016 | 59,900 | ||||||||||||||||||||||||||
Ending balance at Dec. 31, 2016 | $ 894,544 | $ 924,680 | $ (58,760) | $ (9,515) | $ 856,405 | $ 38,139 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net income | $ 56,530 | $ 165,770 | $ 291,155 |
Income from discontinued operations | 473 | 6,981 | 21,078 |
Gain on sale of discontinued operations | (2,308) | (149,798) | 0 |
Net income from continuing operations | 53,749 | 8,991 | 270,077 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation expense | 26,853 | 21,231 | 14,644 |
Amortization expense | 58,752 | 31,844 | 25,107 |
Loss on disposal of assets | 16,000 | ||
Loss on disposal of assets | 9,204 | 0 | 0 |
Amortization of debt issuance costs and original issue discount | 3,565 | 2,883 | 3,125 |
Loss on debt extinguishment | 0 | 0 | 2,143 |
Unrealized loss on interest rate swap | 1,539 | 5,662 | 7,722 |
Noncontrolling stockholder stock based compensation | 4,382 | 3,171 | 3,779 |
Net gain on deconsolidation of subsidiary - FOX | 0 | 0 | (264,325) |
Gain on equity method investment | (74,490) | (4,533) | (11,029) |
Excess tax benefit from subsidiary stock options exercised | (1,163) | 0 | (1,662) |
Deferred taxes | (9,868) | (4,333) | (10,124) |
Other | 1,868 | (44) | 1,365 |
Changes in operating assets and liabilities, net of acquisitions: | |||
(Increase) decrease in accounts receivable | (15,596) | 13,243 | (10,675) |
(Increase) decrease in inventories | 2,893 | (1,810) | 14,859 |
Decrease in prepaid expenses and other current assets | 4,850 | 805 | 190 |
Increase (decrease) in accounts payable and accrued expenses | 25,148 | (8,108) | (8,948) |
Net cash provided by operating activities - continuing operations | 107,686 | 69,002 | 36,248 |
Net cash provided by operating activities - discontinued operations | 3,686 | 15,546 | 34,447 |
Net cash provided by operations | 111,372 | 84,548 | 70,695 |
Net cash provided by operating activities - discontinued operations | |||
Acquisitions, net of cash acquired | (536,175) | (130,292) | (474,657) |
Purchases of property and equipment | (23,969) | (15,661) | (10,015) |
Proceeds from the FOX stock offering | 182,470 | 0 | 65,528 |
Proceeds from sale of businesses | 11,249 | 385,510 | 2,001 |
Purchase of noncontrolling interest | (1,475) | 0 | 0 |
Payment of interest rate swap | (4,303) | (2,007) | (2,008) |
Other investing activities | (10) | (104) | (381) |
Net cash (used in) provided by investing activities - continuing operations | (372,213) | 237,446 | (419,532) |
Net cash provided by (used in) investing activities - discontinued operations | 9,192 | (3,566) | (5,221) |
Net cash (used in) provided by investing activities | (363,021) | 233,880 | (424,753) |
Cash flows from financing activities: | |||
Proceeds from the issuance of Trust common shares, net | 99,359 | 0 | 99,868 |
Borrowings under credit facility | 671,298 | 197,000 | 677,000 |
Repayments under credit facility | (423,240) | (369,975) | (426,275) |
Distributions paid | (78,192) | (78,192) | (69,552) |
Net proceeds provided by noncontrolling shareholders | 8,887 | 14,949 | 4,025 |
Distributions paid to noncontrolling shareholders - Allocation Interests | (23,630) | 0 | 0 |
Distributions paid to noncontrolling shareholders - Allocation Interests | 23,779 | 17,731 | 11,870 |
Repurchase of subsidiary stock | 15,407 | 0 | 0 |
Debt issuance costs | (5,986) | (440) | (7,370) |
Excess tax benefit on stock-based compensation | 1,163 | 0 | 1,662 |
Other | (1,747) | 32 | (2,001) |
Net cash provided by (used in) financing activities | 208,726 | (254,357) | 265,487 |
Foreign currency impact on cash | (3,174) | (1,905) | (955) |
Net increase (decrease) in cash and cash equivalents | (46,097) | 62,166 | (89,526) |
Cash and cash equivalents — beginning of period (1) | 85,240 | 23,703 | 113,229 |
Cash and cash equivalents — end of period | $ 39,772 | 85,240 | $ 23,703 |
Cash and Cash Equivalents, at Carrying Value, Including Discontinued Operations | $ 85,869 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Organization and Business Operations Compass Diversified Holdings, a Delaware statutory trust (“the Trust”), 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 common 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 eight businesses, or operating segments at December 31, 2016 . The segments are as follows: 5.11 Acquisition Corp. ("5.11" or "5.11 Tactical"), 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"), and Sterno Products, LLC (“Sterno” or "Sterno Products"). The segments are referred to interchangeably as “businesses”, “operating segments” or “subsidiaries” throughout the financial statements. Refer to Note E - "Operating Segment Data" for further discussion of the operating segments. The Company also owns a non-controlling interest of approximately 14% in Fox Factory Holding Corp. (“FOX”). 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, 2016 | |
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, 2016, 2015 and 2014 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, Tridien Medical, Inc. ("Tridien") during the third quarter of 2016, the sale of its majority owned subsidiary CamelBak Products, LLC ("CamelBak") in the third quarter of 2015 and the sale of its majority owned subsidiary, American Furniture Manufacturing, Inc. ("AFM" or "American Furniture"), during the fourth quarter of 2015. The results of operations of Tridien are presented as discontinued operations in the consolidated statements of operations for all periods presented. The results of operations of CamelBak and American Furniture are presented as discontinued operations in the consolidated statements of operations for the years ended December 31, 2015 and 2014. In addition, the assets and liabilities associated with Tridien have been reclassified as discontinued operations in the consolidated balance sheets as of December 31, 2015. 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 2017 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. Revenue recognition The Company records revenue for goods and services when persuasive evidence of an arrangement exists, delivery of the product or performance of services has occurred, and collectability of the fixed or determinable sales price 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 generally 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 of 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, 2016 and 2015, the amount of cash and cash equivalents held by our subsidiaries in foreign bank accounts was $16.7 million and $10.9 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 20 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 $561.0 million , net of original issue discount, at December 31, 2016 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. The Company adopted new guidance effective January 1, 2016 that requires debt issuance costs to be presented in the balance sheet as a deduction from the carrying value of the associated debt liability rather than as an asset. 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 Certain of the Company’s segments have operations outside the United States, and the local currency is typically the functional currency. 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. In 2015, the Company acquired a Canadian subsidiary, Manitoba Harvest, and is exposed to transactional foreign currency gains and losses related to the issuance of intercompany 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). 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, 2016 which in total amount to approximately $45.4 million . This deferred tax asset is net of $7.3 million of valuation allowance primarily associated with net operating losses and foreign tax credits at Arnold and 5.11. 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 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 common shares outstanding for fiscal 2016 was computed based on 54,300,000 shares outstanding for the period from January 1 st through December 13 th and 5,600,000 additional shares outstanding for the period from December 13 th through December 31 st . The weighted average number of Trust common 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 common shares outstanding for fiscal 2014 was computed based on 48,300,000 shares outstanding for the period from January 1st through November 14th and 6,000,000 additional shares outstanding from November 14th through December 31st issued in connection with a public share offering. The Company did not have any stock option plans or any other potentially dilutive securities outstanding during the years ended December 31, 2016, 2015 and 2014. 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 $15.6 million , $11.8 million and $11.0 million during the years ended December 31, 2016, 2015 and 2014, 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 $1.7 million , $2.1 million and $9.5 million during the years ended December 31, 2016, 2015 and 2014, 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 $2.2 million , $1.8 million and $1.1 million for the years ended December 31, 2016, 2015 and 2014, 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, all of the Company’s subsidiaries maintain stock based compensation plans. During the years ended December 31, 2016, 2015 and 2014, $4.4 million , $3.2 million , and $3.8 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, 2016, the amount to be recorded for stock-based compensation expense in future years for unvested options is approximately $25.5 million . New Accounting Pronouncements Recently Adopted Accounting Pronouncements In November 2015, the Financial Accounting Standards Board ("FASB") issued an accounting standard update to simplify the presentation of deferred taxes by requiring companies to classify all deferred tax assets and liabilities, along with any related valuation allowances, as noncurrent on the balance sheet. Adoption of this standard is required for annual periods beginning after December 15, 2016 and early adoption is permitted. The Company adopted this guidance early, effective as of January 1, 2016, on a prospective basis, which is permitted under the standard. At January 1, 2016, the Company had $6.1 million classified as current deferred tax assets which was reclassified to long-term deferred tax assets, and no amount classified as current deferred tax liabilities. In September 2015, the FASB issued an accounting standard to simplify the accounting for measurement period adjustments in connection with business combinations by requiring that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The standard update is effective for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. The standard update is to be applied prospectively to adjustments of provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued. The adoption of this standard did not have a significant impact on our condensed consolidated financial statements. The amendment was effective for the Company on January 1, 2016. In April 2015, the FASB issued an accounting standard update intended to simplify the presentation of debt issuance costs in the balance sheet. The new guidance requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. In August 2015, the FASB issued additional guidance which addresses the Security and Exchange Commission's ("SEC") comments related to the absence of authoritative guidance within the accounting standard update related to line-of-credit arrangements. The SEC would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance cost ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings under the line of credit arrangement. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Retrospective adoption is required. The Company adopted this guidance on January 1, 2016 and has reclassified debt issuance costs associated with the Company's term debt of $4.6 million as of December 31, 2015, from long-term assets to long-term debt. Deferred debt issuance costs incurred in connection with the Company's revolving credit facility of $4.9 million at December 31, 2015 continues to be classified as a long-term asset. Recently Issued Accounting Pronouncements In January 2017, the FASB issued new accounting guidance to simplify the accounting for goodwill impairment. The guidance removes Step two of the goodwill impairment test, which requires a hypothetical purchase price allocation. Under the new guidance, a goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. Entities will continue to have the option to perform a qualitative test to determine if a quantitative test is necessary. The guidance is effective for annual and interim periods in fiscal years beginning after December 31, 2019 with early adoption permitted for any goodwill impairment tests performed after January 1, 2017 and will be applied prospectively. In August 2016, the FASB issued an accounting standard update which updates the guidance as to how certain cash receipts and cash payments should be presented and classified within the statement of cash flows. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted, including adoption in an interim period. In February 2016, the FASB issued an accounting standard update related to the accounting for leases which will require an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. The standard update offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, the new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires modified retrospective adoption, with early adoption permitted. Accordingly, this standard is effective for the Company on January 1, 2019. The Company is currently assessing the impact of the new standard on our consolidated financial statements. In July 2015, the FASB issued an accounting standard update intended to simplify the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. The new guidance applies only to inventory that is determined by methods other than last-in-first-out and the retail inventory method. The Company does not believe that the adoption of this new accounting guidance will have a significant impact on its consolidated financial statements. The guidance is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption of the guidance is permitted. In May 2014, the FASB issued a comprehensive new revenue recognition standard. The new standard outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The standard is designed to create greater comparability for financial statement users across industries, jurisdictions and capital markets and also requires enhanced disclosures. The new standard will be effective for the Company beginning January 1, 2018. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company currently anticipates adopting the standard using the cumulative catch-up transition method. The Company has commenced its initial assessment to assess the impact, if any, the new revenue standard will have on the Company’s consolidated financial statements. During this initial assessment, the Company has identified certain differences that will likely have the most impact; however, how significant of an impact cannot be determined during this phase of the Company’s implementation process. These differences relate to the new concepts of variable consideration, consideration payable and the focus on control to determine when and how revenue should be recognized (i.e. point in time versus over time). The Company expects to complete its initial assessment by the end of the third quarter of 2017 and expects to finalize its implementation process prior to the adoption of the new revenue standard on January 1, 2018. The Company will also continue to monitor for any additional implementation or other guidance that may be issued in 2017 with respect to the new revenue standard and adjust its assessment and implementation plans accordingly. |
Acquisition of Businesses
Acquisition of Businesses | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisition of Businesses | Acquisition of Businesses Acquisition of 5.11 Tactical On August 31, 2016, 5.11 ABR Merger Corp. ("Merger Sub"), a wholly owned subsidiary of 5.11 ABR Corp. ("Parent"), which in turn is a wholly owned subsidiary of the Company, merged with and into 5.11 Tactical, with 5.11 Tactical as the surviving entity, pursuant to an agreement and plan of merger among Merger Sub, Parent, 5.11 Tactical, and TA Associates Management L.P. entered into on July 29, 2016. 5.11 Tactical is a is a leading provider of purpose-built tactical apparel and gear for law enforcement, firefighters, EMS, and military special operations as well as outdoor and adventure enthusiasts. 5.11 is a brand known for innovation and authenticity, and works directly with end users to create purpose-built apparel and gear designed to enhance the safety, accuracy, speed and performance of tactical professionals and enthusiasts worldwide. Headquartered in Irvine, California, 5.11 operates sales offices and distribution centers globally, and 5.11 products are widely distributed in uniform stores, military exchanges, outdoor retail stores, its own retail stores and on 511tactical.com. The Company made loans to, and purchased a 97.5% controlling interest in 5.11 ABR Corp.. The purchase price, including proceeds from noncontrolling interest and net of transaction costs, was approximately $408.2 million after final settlement of the working capital in the fourth quarter of 2016. The Company funded its portion of the acquisition through an amendment to the 2014 Credit Facility that allowed for an increase in the 2014 Revolving Credit Facility and the 2016 Incremental Term Loan (refer to Note J - Debt ). 5.11 management invested in the transaction along with the Company, representing approximately 2.5% initial noncontrolling interest on a primary and fully diluted basis. The fair value of the noncontrolling interest was determined based on the enterprise value of the acquired entity multiplied by the ratio of the number of shares acquired by the minority holders to total shares. The transaction was accounted for as a business combination. CGM acted as an advisor to the Company in the acquisition and will continue to provide integration services during the first year of the Company's ownership of 5.11. CGM will receive integration service fees of $3.5 million payable quarterly over a twelve month period as services are rendered beginning in the quarter ended December 31, 2016. The results of operations of 5.11 have been included in the consolidated results of operations since the date of acquisition. 5.11'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. 5.11 Tactical (in thousands) Amounts Recognized as of Acquisition Date Assets: Cash $ 12,581 Accounts receivable (1) 38,323 Inventory (2) 160,304 Property, plant and equipment (3) 22,723 Intangible assets 127,890 Goodwill 92,966 Other current and noncurrent assets 4,884 Total assets $ 459,671 Liabilities and noncontrolling interest: Current liabilities $ 38,229 Other liabilities 180,231 Deferred tax liabilities 10,163 Noncontrolling interest 5,568 Total liabilities and noncontrolling interest $ 234,191 Net assets acquired $ 225,480 Noncontrolling interest 5,568 Intercompany loans to business 179,237 $ 410,285 Acquisition Consideration Purchase price $ 400,000 Working capital adjustment (2,296 ) Cash 12,581 Total purchase consideration $ 410,285 Less: Transaction costs 2,063 Purchase price, net $ 408,222 (1) Includes $40.1 million of gross contractual accounts receivable of which $1.7 million was not expected to be collected. The fair value of accounts receivable approximated book value acquired. (2) Includes $39.1 million in inventory basis step-up, which will be charged to cost of goods sold over the inventory turns of the acquired entity. (3) Includes $7.6 million of property, plant and equipment basis step-up. The Company incurred $2.1 million of transaction costs in conjunction with the 5.11 acquisition, which was included in selling, general and administrative expense in the consolidated statements of operations in the year of acquisition. The allocation of the purchase price presented above is based upon management's estimate of the fair values using valuation techniques including income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates and estimated discount rates. Current and noncurrent assets and current and other liabilities are estimated at their historical carrying values. Property, plant and equipment is valued through a purchase price appraisal and will be depreciated on a straight-line basis over the respective remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and non-contractual relationships, as well as expected future synergies. The goodwill of $93.0 million reflects the strategic fit of 5.11 in the Company's branded products business and is not expected to be deductible for income tax purposes. The purchase accounting for 5.11 was finalized during the fourth quarter of 2016, with the changes from the provisional purchase price allocation related to the settlement of working capital and the recording of a change in the deferred taxes related to a reduction of net operating loss carryforwards. The intangible assets recorded related to the 5.11 acquisition are as follows ( in thousands ): Intangible assets Amount Estimated Useful Life Trade name $ 48,665 15 years Customer relationships 75,218 15 years Technology 4,007 10 years $ 127,890 The customer relationships intangible asset was valued at $75.2 million using an excess earnings methodology, in which an asset is valuable to the extent it enables its owners to earn a return in excess of the required returns on and of the other assets utilized in the business. Customer relationships intangible asset was derived using a risk-adjusted discount rate. The tradename intangible asset and the design patent technology asset were valued using a royalty savings methodology, in which an asset is valuable to the extent that the ownership of the asset relieves the company from the obligation of paying royalties for the benefits generated by the asset. 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 received integration services fees of $1.0 million which was payable quarterly during the twelve month period subsequent to acquisition as services were 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 Unaudited pro forma information The following unaudited pro forma data for the years ended December 31, 2016 and 2015 gives effect to the acquisition of 5.11 Tactical and Manitoba Harvest, as described above, as if the acquisitions had been completed as of January 1, 2015, and the sale of Tridien, CamelBak and AFM as if the dispositions had been completed as of January 1, 2015. The pro forma data gives effect to historical operating results with adjustments to interest expense, amortization and depreciation expense, management fees and related tax effects. The information is provided for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred if the transaction had been consummated on the date indicated, nor is it necessarily indicative of future operating results of the consolidated companies, and should not be construed as representing results for any future period. Year Ended December 31, (in thousands) 2016 2015 Net revenues $ 1,163,773 $ 1,035,612 Gross profit 408,369 375,019 Operating income 20,028 56,711 Net income (loss) from continuing operations 43,973 (5,000 ) Net income (loss) from continuing operations attributable to Holdings 42,013 (10,275 ) Basic and fully diluted net loss per share attributable to Holdings 0.28 (0.57 ) Other acquisitions Ergobaby On May 11, 2016, the Company's Ergobaby subsidiary acquired all of the outstanding membership interests in New Baby Tula LLC ("Baby Tula"), a maker of premium baby carriers, toddler carriers, slings, blankets and wraps. The purchase price was $73.8 million , net of transaction costs, plus a potential earn-out of $8.2 million based on 2017 financial performance. Ergobaby paid $0.8 million in transaction costs in connection with the acquisition. Ergobaby funded the acquisition and payment of related transaction costs through the issuance of an additional $68.2 million in intercompany loans with the Company, and the issuance of $8.2 million in Ergobaby shares to the selling shareholders. The fair value of the Ergobaby shares issued to the selling shareholders was determined based on a model that multiplies the trailing twelve months earnings before interest, taxes, depreciation and amortization by an estimated enterprise value multiple to determine an estimated fair value. The fair value calculation assumes proceeds from the conversion of outstanding stock options, deducts the carrying value of debt at Ergobaby and estimated selling costs of the entity, and divides the resulting amount by the total number of outstanding shares, including converted stock options, to determine a per share value for the stock issued. The Company funded the additional intercompany loans used for the acquisition with available cash on the balance sheet and a draw on the 2014 Revolving Credit Facility. Ergobaby recorded a purchase price allocation of $13.2 million in goodwill, which is expected to be deductible for income tax purposes, $55.3 million in intangible assets comprised of $52.9 million in finite lived tradenames, $1.7 million in non-compete agreements; and $0.7 million in customer relationships, and $4.8 million in inventory step-up. The inventory step-up has been charged to cost of goods sold during the third and fourth quarters of 2016. In addition, the earn-out provision of the purchase price was allocated a fair value of $3.8 million . The remainder of the purchase consideration was allocated to net assets acquired. The Company finalized the purchase accounting for the Baby Tula acquisition during the fourth quarter of 2016. Clean Earth On June 1, 2016, the Company's Clean Earth subsidiary acquired certain of the assets and liabilities of EWS Alabama, Inc. ("EWS"). Clean Earth funded the acquisition and the related transaction costs through the issuance of additional intercompany debt with the Company. Based in Glencoe, Alabama, EWS provides a range of hazardous and non-hazardous waste management services from a fully permitted hazardous waste RCRA Part B facility. The Company funded the additional intercompany loans with Clean Earth through a draw on its 2014 Revolving Credit Facility. In connection with the acquisition, Clean Earth recorded a purchase price allocation of $3.6 million in goodwill and $12.1 million in intangible assets. The Company finalized the purchase price during the fourth quarter of 2016. On April 15, 2016, Clean Earth acquired certain assets of Phoenix Soil, LLC ("Phoenix Soil") and WIC, LLC (together with Phoenix Soil, the "Sellers"). Phoenix Soil is based in Plainville, CT and provides environmental services for nonhazardous contaminated soil materials with a primary focus on soil. Phoenix Soil recently completed its transition to a new 58,000 square foot thermal desorption facility owned by WIC, LLC. The acquisition increases Clean Earth's soil treatment capabilities and expand its geographic footprint into New England. Clean Earth financed the acquisition and payment of related transaction costs through the issuance of additional intercompany loans with the Company. The Company used cash on hand to fund the purchase price of Phoenix Soil. In connection with the acquisition, Clean Earth recorded a purchase price allocation of $3.2 million in goodwill and $5.6 million in intangible assets in the second quarter of 2016. The Company finalized the purchase price during the fourth quarter of 2016. Sterno Products On January 22, 2016, Sterno Products, a wholly owned subsidiary of the company, acquired all of the outstanding stock of Northern International, Inc. (NII), for a total purchase price of approximately $35.8 million ( C$50.6 million ), plus a potential earn-out opportunity payable over the next two years up to a maximum amount of $1.8 million (C $2.5 million ). The contingent consideration was fair valued at $1.5 million , based on probability weighted models of the achievement of certain performance based financial targets. Refer to Note I - "Fair Value Measurements " for a description of the valuation technique used to fair value the contingent consideration. Headquartered in Coquitlam, British Columbia, Canada, NII sells flameless candles and outdoor lighting products through the retail segment. Sterno Products financed the acquisition and payment of the related transaction costs through the issuance of an additional $37.0 million in intercompany loans with the Company. In connection with the acquisition, Sterno recorded a purchase price allocation of $6.0 million of goodwill, which is not expected to be deductible for income tax purposes, $12.7 million in intangible assets and $1.2 million in inventory step-up. In addition, the earn-out provision of the purchase price was allocated a fair value of $1.5 million . The remainder of the purchase consideration was allocated to net assets acquired. Sterno Products incurred $0.4 million in acquisition related costs in connection with the NII acquisition. 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 ). The final purchase price was reduced by $0.4 million ( C$0.5 million ) after the settlement of the working capital adjustment during the second quarter of 2016. 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. In connection with the acquisition of HOCI, certain of the selling shareholders of HOCI invested $3.4 million (C $9.3 million ) in Manitoba Harvest in exchange for approximately 11% noncontrolling interest in Manitoba Harvest. Manitoba Harvest recorded a purchase price allocation of $7.3 million in goodwill, which is expected to be deductible for income tax purposes, $10.8 million of intangible assets, and $0.3 million in inventory step-up. The remainder of the purchase consideration was allocated to net assets acquired. |
Equity Method Investment
Equity Method Investment | 12 Months Ended |
Dec. 31, 2016 | |
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. 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 owned approximately 15.1 million shares of FOX common stock. The Company has made an irrevocable election to account for the investment in FOX at fair value, with changes in fair value reported in earnings. The Company elected to apply fair value accounting to these investments because it believes that fair value is the most relevant measurement attribute for these investments. Investment in FOX In March 2016, FOX closed on a secondary public offering of 2,500,000 shares of FOX common shares held by the Company. Concurrently with the closing of the March Offering, FOX repurchased 500,000 shares of FOX common stock held by the Company. As a result of the sale of shares through the March Offering and the repurchase of shares by FOX, the Company sold a total of 3,000,000 shares of FOX common stock, with total net proceeds of approximately $47.7 million . Upon completion of the March Offering and repurchase of shares by FOX, the Company's ownership interest in FOX was reduced from approximately 41% to 33% . In August 2016, FOX closed on a secondary public offering of 4,025,000 shares held by certain FOX shareholders, including the Company. The Company sold a total of 3,500,000 shares of FOX common stock in the August Offering, for total net proceeds of $63.0 million . Upon completion of the August offering, our ownership of FOX decreased from approximately 33% to approximately 23% . In November 2016, FOX closed on a secondary offering of 3,500,000 shares of FOX common stock held by the Company, for total net proceeds of $71.8 million . Upon completion of the August offering, our ownership of FOX decreased from approximately 23% to approximately 14% . The Company accounted for its investment in FOX after its ownership interest fell below 50% on July 10, 2014 using the fair value option for equity method investment. 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. After the offering of FOX shares in November 2016, the Company's ownership interest was reduced to 14.0% and the Company's investment no longer qualified for the equity method of accounting for investments since the Company no longer had the ability to exercise significant influence. Since the Company chose to use the fair value option to account for the FOX investment, changes in the fair value of the investment will continue to be recorded through the consolidated statement of operations. The sale of a portion of the Company's FOX shares in March 2016, August 2016 and November 2016 qualified as a Sale Event under the Company's LLC Agreement. During the second quarter, the Company's board of directors declared a distribution to the Holders of the Allocation Interests of $8.6 million in connection with the sale of FOX shares in March 2016. The profit allocation payment was made during the quarter ended June 30, 2016. The Company's board of directors declared a distribution to the Holders of the Allocation Interests of $11.6 million in connection with the sale of FOX shares in August 2016. That payment was made, offset by negative profit allocation related to the Sale Event from the Tridien disposition, in the fourth quarter of 2016. The Company's board of directors declared a distribution to the Holders of the Allocation Interests of $13.4 million related to the November 2016 sale of FOX shares in the fourth quarter of 2016. The amount of the distribution was accrued at December 31, 2016 in the line Due to Related Party in the consolidated Balance Sheet, and paid in January 2017. The following table reflects the year to date activity from our investment in FOX for 2016 and 2015: Year ended December 31, 2016 2015 Balance January 1st $ 249,747 $ 245,214 Proceeds from sale of FOX shares, net - March 2016 (47,685 ) — Proceeds from sale of FOX shares, net - August 2016 (63,000 ) — Proceeds from sale of FOX shares, net - November 2016 (71,785 ) — Mark to market adjustment on investment (1) 74,490 4,533 Balance December 31st $ 141,767 $ 249,747 (1) The mark-to-market adjustment is the result of the fair value changes of the FOX investment during the year. The Company evaluates its equity method investment to determine if it is significant as defined in the regulation promulgated by the United States Securities and Exchange Commission. As of and for the years ended December 31, 2015 and 2014, the investment in FOX did not meet the significance criteria. As such, the Company was not required to present separate financial statements for FOX. As of November 16, 2016, the date that the Company’s ownership interest in FOX was reduced to 14%, and the Company ceased accounting for FOX as an equity method investment, the investment did meet the significance criteria and the Company has incorporated by reference into the Company’s Form 10-K for the year ending December 31, 2016, the financial statements of FOX as of December 30, 2016 and December 31, 2015, which includes the consolidated balance sheets of FOX as of December 30, 2016 and December 31, 2015, and the consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows of FOX for each of the three years in the period ended December 30, 2016. 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 ( in thousands ): Year ended December 31, 2014 Net revenue $ 149,995 Gross profit 46,294 Operating income 17,294 Net income $ 15,047 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, 2016, 2015 and 2014. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations 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 $1.7 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 the date of disposition were as follows (in thousands): (in thousands) For the period January 1, 2016 through disposition Year ended December 31, 2015 Year ended December 31, 2014 Net sales 45,951 77,406 67,254 Gross profit 7,917 13,137 14,165 Operating income 437 (8,703 ) 2,191 Income from continuing operations before income taxes 488 (8,696 ) 2,274 Provision for income taxes 15 (27 ) 47 Income from discontinued operations (1) 473 (8,669 ) 2,227 (1) The results of operations for the period from January 1, 2016 through the date of disposition, and for the years ended December 31, 2015 and December 31, 2014 exclude $1.1 million , $1.1 million and $1.2 million , respectively, of intercompany interest expense. The following table presents summary balance sheet information of the Tridien businesses as of December 31, 2015 (in thousands) : Tridien Assets: Cash $ 629 Accounts receivable, net 8,411 Inventories 8,465 Prepaid expenses and other current assets 1,267 Current assets held for sale $ 18,772 Property, plant and equipment, net 2,102 Goodwill 7,834 Intangible assets, net 2,717 Other non-current assets 170 Noncurrent assets held for sale $ 12,823 Liabilities: Accounts payable 4,264 Accrued expenses and other current liabilities 4,191 Current liabilities held for sale $ 8,455 Deferred income taxes 110 Other noncurrent liabilities — Noncurrent liabilities held for sale $ 110 Noncontrolling interest of discontinued operations $ 916 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 was subject to final settlement during 2016. During the third quarter of 2016, the Company, settled the outstanding working capital adjustments related to CamelBak, resulting in the recognition of additional gain on the sale of business of $0.6 million during the quarter ended September 30, 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 Net sales $ 96,519 $ 148,675 Gross profit 41,415 62,672 Operating income 14,348 17,913 Income from continuing operations before income taxes 16,607 18,266 Provision for income taxes 5,010 3,144 Income from discontinued operations (1) $ 11,597 $ 15,122 (1) The results for the periods from January 1, 2015 through disposition and the year ended December 31, 2014 exclude $5.4 million and $10.5 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 Net sales $ 122,420 $ 129,696 Gross profit 11,613 11,817 Operating income 4,126 3,661 Income from continuing operations before income taxes 4,134 3,757 Provision for income taxes 81 28 Income from discontinued operations (1) $ 4,053 $ 3,729 (1) The results for the periods from January 1, 2015 through disposition and the year ended December 31, 2014 exclude $1.5 million , and $2.2 million , respectively, of intercompany interest expense. |
Operating Segment Data
Operating Segment Data | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Operating Segment Data | Operating Segment Data At December 31, 2016, the Company had eight reportable operating segments. Each operating segment represents a platform acquisition. The Company’s operating segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies. A description of each of the reportable segments and the types of products from which each segment derives its revenues is as follows: • 5.11 is a is a leading provider of purpose-built tactical apparel and gear for law enforcement, firefighters, EMS, and military special operations as well as outdoor and adventure enthusiasts. 5.11 is a brand known for innovation and authenticity, and works directly with end users to create purpose-built apparel and gear designed to enhance the safety, accuracy, speed and performance of tactical professionals and enthusiasts worldwide. Headquartered in Irvine, California, 5.11 operates sales offices and distribution centers globally, and 5.11 products are widely distributed in uniform stores, military exchanges, outdoor retail stores, its own retail stores and on 511tactical.com. • Ergobaby , headquartered in Los Angeles, California, is a designer, marketer and distributor of wearable baby carriers and accessories, blankets and swaddlers, nursing pillows, and related products. Ergobaby primarily sells its Ergobaby and Baby Tula branded products through brick-and-mortar retailers, national chain stores, online retailers, its own websites and distributors and derives approximately 56% of its sales from outside of the United States. • Liberty Safe is a designer, manufacturer and marketer of premium home, office and gun safes in North America. From its over 300,000 square foot manufacturing facility, Liberty produces a wide range of home and gun safe models in a broad assortment of sizes, features and styles. Liberty is headquartered in Payson, Utah. • 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, medical, infrastructure, industrial and dredging. Clean Earth is headquartered in Hatsboro, Pennsylvania and operates 18 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 and flameless candles and outdoor lighting products for consumers. 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 deconsolidated due to the Company's ownership interest falling below 50%. 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, 2016, 2015 and 2014 is presented below (in thousands) : Year ended December 31, Net sales of operating segments 2016 2015 2014 5.11 $ 109,792 $ — $ — Ergobaby 103,348 86,506 82,255 FOX — — 149,995 Liberty 103,812 101,146 90,149 Manitoba Harvest 59,323 17,423 — ACI 86,041 87,532 85,918 Arnold Magnetics 108,179 119,994 123,205 Clean Earth 188,997 175,386 68,440 Sterno Products 218,817 139,991 36,713 Total 978,309 727,978 636,675 Reconciliation of segment revenues to consolidated revenues: Corporate and other — — — Total consolidated revenues $ 978,309 $ 727,978 $ 636,675 Geographic Information International Revenues Revenues from geographic locations outside the United States were material for the following segments: 5.11 Tactical, Ergobaby, Manitoba Harvest, Arnold and Sterno Products, in each of the periods presented. Revenue attributable to Canada represented approximately 24.0% of total international revenue in 2016 and 14.6% of total international revenue in 2015. Revenue attributable to any other individual foreign country was not material in 2016 or 2015. Revenue attributable to any individual foreign countries was not material in 2014. 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 2016 2015 2014 5.11 $ 30,363 $ — $ — Ergobaby 57,431 48,237 46,702 FOX — — 79,306 Manitoba Harvest 30,418 8,733 — Arnold Magnetics 42,019 44,187 55,591 Sterno Products 19,407 3,575 2,137 Total international revenues $ 179,638 $ 104,732 $ 183,736 Identifiable Assets The acquisition of Manitoba Harvest in July 2015 and HOCI in December 2015 resulted in identifiable assets located internationally in Canada. In addition, several of the Company's subsidiaries have foreign locations with assets located outside of the United States. At December 31, 2016 and 2015, the Company had $266.0 million and $177.8 million in assets held in foreign locations. Of the amount of assets held in foreign locations at December 31, 2016 and 2015, 74% and 82% , respectively, were located in Canada. Year ended December 31, Profit (loss) of operating segments (1) 2016 2015 2014 5.11 (2) $ (10,153 ) $ — $ — Ergobaby 17,151 22,157 18,147 FOX — — 17,292 Liberty 13,234 11,858 (2,717 ) Manitoba Harvest (3) 321 (6,150 ) — ACI 22,718 24,144 22,455 Arnold Magnetics (4) (12,921 ) 7,584 7,095 Clean Earth (5) 7,929 11,013 2,737 Sterno Products (6) 18,799 13,200 (1,810 ) Total 57,078 83,806 63,199 Reconciliation of segment profit to consolidated income (loss) from continuing operations before income taxes: Interest expense, net (24,651 ) (25,924 ) (27,060 ) Other income (expense), net (2,919 ) (2,323 ) (593 ) Gain on equity method investment 74,490 4,533 11,029 Corporate and other (7) (40,780 ) (36,100 ) 228,548 Total consolidated income (loss) from continuing operations before income taxes $ 63,218 $ 23,992 $ 275,123 (1) Segment profit (loss) represents operating income (loss). (2) The year ended December 31, 2016 includes $2.1 million of acquisition related costs incurred in connection with the acquisition of 5.11, $17.4 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 5.11, and $1.2 million in integration services fees paid to CGM. (3) 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. The year ended December 31, 2015 includes $0.5 million in integration services fees paid to CGM. (4) Operating loss from Arnold Magnetics for the year ended December 31, 2016 includes $16.0 million in goodwill impairment expense related to the PMAG reporting unit. Refer to " Note H - Goodwill and Intangible Assets ." (5) 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. (6) 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. (7) Primarily relates to the gain on the deconsolidation of FOX during 2014, and management fees expensed and payable to CGM. Accounts Receivable Identifiable Assets Depreciation and Amortization December 31, December 31 Year ended December 31, 2016 2015 2016 (1) 2015 (1) 2016 2015 2014 5.11 49,653 — $ 311,560 $ — $ 23,414 $ — $ — Ergobaby 11,018 8,076 113,814 62,436 7,769 3,475 3,832 FOX — — — — — — 4,785 Liberty 13,077 12,941 26,344 31,395 2,758 3,518 6,250 Manitoba Harvest 6,468 5,512 97,977 88,541 6,403 5,192 — ACI 6,686 5,946 16,541 17,275 3,476 2,996 4,606 Arnold Magnetics 15,195 15,083 64,209 72,310 9,079 8,766 8,528 Clean Earth 45,619 42,291 193,250 185,087 21,157 20,410 6,605 Sterno Products 38,986 19,508 134,661 121,910 11,549 7,963 4,643 Allowance for doubtful accounts (5,511 ) (3,447 ) — — — — — Total 181,191 105,910 958,356 578,954 85,605 52,320 39,249 Reconciliation of segment to consolidated totals: Corporate and other identifiable assets — — 145,971 313,929 — 755 501 Assets of discontinued operations — — — 31,595 — — — Amortization of debt issuance costs and original issue discount — — — — 3,565 2,883 3,125 Total $ 181,191 $ 105,910 $ 1,104,327 $ 924,478 $ 89,170 $ 55,958 $ 42,875 (1) Does not include goodwill balances - refer to " Note H - Goodwill and Other Intangible Assets " for a schedule of goodwill by segment. |
Property, Plant and Equipment a
Property, Plant and Equipment and Inventory | 12 Months Ended |
Dec. 31, 2016 | |
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 $ 155,591 $ 126,850 Office furniture, computers and software 13,737 8,771 Leasehold improvements 14,156 7,582 Construction in process 8,308 1,612 Buildings and land 35,392 30,244 227,184 175,059 Less: accumulated depreciation (84,814 ) (59,111 ) Total $ 142,370 $ 115,948 Depreciation expense was approximately $26.9 million , $21.2 million and $14.6 million for the years ended December 31, 2016, 2015 and 2014, respectively. Inventory Inventory is comprised of the following ( in thousands ): December 31, December 31, Raw materials and supplies $ 29,708 $ 23,604 Work-in-process 8,281 8,763 Finished goods 182,886 31,196 Less: obsolescence reserve (7,891 ) (3,658 ) Total $ 212,984 $ 59,905 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
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. 2016 Interim goodwill impairment testing Arnold As a result of decreases in forecasted revenue, operating income and cash flows at Arnold, as well as a shortfall in revenue and operating income during the latter half of 2016 as compared to budgeted amounts, the Company determined that it was necessary to perform interim goodwill impairment testing on each of the three reporting units at Arnold. The Company performed the first step ("Step 1") of the goodwill impairment assessment at December 31, 2016. In Step 1 of the goodwill impairment test, the Company compared the fair value of the reporting units to the carrying amount. Based on the results of the valuation, the fair value of the FlexMag and PTM reporting units exceeded the carrying amount, therefore no additional goodwill testing was required. The results of the Step 1 test for the PMAG unit indicated a potential impairment of goodwill and the Company performed the second step of goodwill impairment testing (Step 2) to determine the amount of impairment of the PMAG reporting unit. In the first test of goodwill impairment testing, we compare the fair value of each reporting unit to its carrying amount. For purposes of the Step 1 for the Arnold reporting units, we estimated the fair value of the reporting unit using an income approach, whereby 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 and reporting unit 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. For the step 1 quantitative impairment testing for Arnold's reporting units, we used only an income approach because we determined that the guideline public company comparables for PMAG, FlexMag and PTM were not representative of these reporting three reporting units. In the income approach, we used a weighted average cost of capital of 12.5% for PMAG, 12.0% for Flexmag and 13% for PTM. The Step 2 goodwill impairment test of the PMAG reporting unit has not been completed. The Company has estimated a range of impairment loss of $14 million to $19 million based on the value of the total invested capital of the PMAG unit as well as the results of the Step 1 testing of the fair value of PMAG. The Company recorded an estimated impairment loss for PMAG of $16 million at December 31, 2016. The Step 2 test for PMAG is expected to be completed during the first quarter of 2017 and the Company will record any necessary adjustments to the impairment loss estimate based on the results of the final testing. 2016 Annual goodwill impairment testing The Company uses a qualitative approach to test goodwill for impairment by first assessing qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment testing. The qualitative factors we consider include, in part, the general macroeconomic environment, industry and market specific conditions for each reporting unit, financial performance including actual versus planned results and results of relevant prior periods, operating costs and cost impacts, as well as issues or events specific to the reporting unit. At March 31, 2016, we determined that the Tridien reporting unit (which is reported as a discontinued operations in the accompanying financial statements after the sale of the reporting unit in September 2016) required further quantitative testing (Step 1) because we could not conclude that the fair value of the reporting unit exceeds its carrying value based on qualitative factors alone. Results of the Step 1 quantitative testing of Tridien indicated that the fair value of Tridien exceeded its carrying value. 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. 2016 Indefinite Lived Intangible Asset Impairment Testing The Company uses a qualitative approach to test indefinite lived intangible assets for impairment by first assessing qualitative factors to determine whether it is more-likely-than-not that the fair value of an indefinite lived intangible asset is impaired as a basis for determining whether it is necessary to perform quantitative impairment testing. The Company evaluated the qualitative factors of each reporting unit that maintains indefinite lived intangible assets in connection with the annual impairment testing for 2016. Our indefinite-lived intangible assets consist of trade names with a carrying value of approximately $72.2 million at December 31, 2016. The results of the qualitative analysis of our indefinite lived intangible assets, which we completed during the quarter ended June 30, 2016, indicated that the fair value of the indefinite lived intangible assets exceeded their carrying value. 2015 Annual goodwill impairment testing The Company used a qualitative approach to test goodwill for impairment for the 2015 annual impairment test. 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. Results of the qualitative analysis indicate that the carrying value of the Company’s indefinite lived intangible assets did not exceed their fair 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. Long lived assets Orbit Baby During the second quarter of 2016, Ergobaby's board of directors approved a plan to dispose of the Orbit Baby product line. Ergobaby determined at the time the plan was approved that the carrying value of the long lived assets associated with the Orbit Baby product line was not recoverable, and therefore, Ergobaby recorded a loss on disposal of assets of $5.9 million related to the write off of the long-lived assets of Orbit Baby. The loss is comprised of the write-off of intangible assets of $5.5 million , property, plant and equipment of $0.4 million . Ergobaby received approximately $1.0 million during the fourth quarter of 2016 related to the sale of certain assets of the Orbit Baby product line, which reduced the loss on disposal. Clean Earth Clean Earth recognized a loss on disposal of assets of $3.3 million during the fourth quarter of 2016 related to the closure of the Clean Earth’s Williamsport, Pennsylvania site which processed drill cuttings. The loss was comprised of intangible assets specific to the Williamsport location ( $1.9 million ), as well as equipment ( $1.4 million ) that could not be repurposed to other sites at the time of the closing of the facility. The following is a summary of the net carrying amount of goodwill at December 31, 2016 and 2015 ( in thousands ): December 31, 2016 December 31, 2015 Goodwill - gross carrying amount $ 507,637 $ 390,655 Accumulated impairment losses (16,000 ) — Goodwill - net carrying amount $ 491,637 $ 390,655 A reconciliation of the change in the carrying value of goodwill for the years ended December 31, 2016 and 2015 are as follows (in thousands ): Corporate (1) 5.11 Ergobaby Liberty Manitoba Harvest ACI Arnold (2) Clean Earth Sterno Total Balance at January 1, 2015 $ 8,649 $ — $ 41,664 $ 32,828 $ — $ 57,615 $ 51,767 $ 110,633 $ 33,716 $ 336,872 Acquisition of businesses (3) — — — — 55,805 404 — — — 56,209 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 Acquisition of businesses (4) — 92,966 19,367 — — — — 6,885 6,266 125,484 Purchase accounting adjustments — — — (10,579 ) — — — — (10,579 ) Impairment loss — — — — — — (16,000 ) — — (16,000 ) Foreign currency translation — — — 2,077 — — — — 2,077 Balance as of December 31, 2016 $ 8,649 $ 92,966 $ 61,031 $ 32,828 $ 44,171 $ 58,019 $ 35,767 $ 118,224 $ 39,982 $ 491,637 (1) Represents goodwill resulting from purchase accounting adjustments not “pushed down” to the ACI segment. This amount is allocated back to the ACI segment for purposes of goodwill impairment testing. (2) Arnold Magnetics has three reporting units PMAG, FlexMag and Precision Thin Metals with goodwill balances of $24.4 million , $4.8 million and $6.5 million , respectively. (3) 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 was finalized during 2016. (4) Acquisition of businesses during the year ended December 31, 2016 includes the acquisition of 5.11 by the Company in August 2016, and the add-on acquisitions of NII by Sterno, Phoenix Soil and EWS by Clean Earth and Baby Tula by Ergobaby. Approximately $103.0 million of goodwill is deductible for income tax purposes at December 31, 2016. Other intangible assets subject to amortization are comprised of the following (in thousands): December 31, December 31, Weighted Average Useful Lives Customer relationships $ 304,751 $ 212,454 13 Technology and patents 44,710 38,230 9 Trade names, subject to amortization 128,675 25,003 15 Licensing and non-compete agreements 7,845 6,024 4 Permits and airspace (1) 113,295 98,673 13 Distributor relations and other 606 606 5 599,882 380,990 Accumulated amortization: Customer relationships (79,607 ) (62,679 ) Technology and patents (18,290 ) (16,481 ) Trade names, subject to amortization (6,833 ) (4,639 ) Licensing and non-compete agreements (5,987 ) (5,913 ) Permits and airspace (21,531 ) (12,313 ) Distributor relations and other (606 ) (606 ) Total accumulated amortization (132,854 ) (102,631 ) Trade names, not subject to amortization 72,183 72,328 Total intangibles, net $ 539,211 $ 350,687 (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): 2017 $ 40,808 2018 39,420 2019 38,130 2020 37,644 2021 37,641 $ 193,643 The Company’s amortization expense of intangible assets for the years ended December 31, 2016, 2015 and 2014 totaled $35.1 million , $28.8 million and $23.1 million , and respectively. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2016 and 2015 ( in thousands ): Fair Value Measurements at December 31, 2016 Carrying Value Level 1 Level 2 Level 3 Assets: investment - FOX $ 141,767 $ 141,767 $ — $ — Liabilities: Put option of noncontrolling shareholders (1) (180 ) — — (180 ) Contingent consideration - acquisitions (2) (4,830 ) — — (4,830 ) Interest rate swap (10,719 ) — (10,719 ) — Total recorded at fair value $ 126,038 $ 141,767 $ (10,719 ) $ (5,010 ) 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 (3) (50 ) — — (50 ) Interest rate swap (13,483 ) — (13,483 ) — Total recorded at fair value $ 236,214 $ 249,747 $ (13,483 ) $ (50 ) (1) Represents put options issued to noncontrolling shareholders in connection with the Liberty acquisition in 2010 and the 5.11 acquisition in 2016. (2) Represents potential earn-outs payable as additional purchase price consideration by Sterno in connection with the acquisition of NII and Ergobaby in connection with the acquisition of Baby Tula. (3) 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, 2016 and 2015 is as follows ( in thousands ): 2016 2015 Balance at January 1st $ (50 ) $ (50 ) Contingent consideration - NII (1,500 ) — Contingent consideration - Baby Tula (3,780 ) — Put option issued to noncontrolling shareholder - 5.11 (50 ) — Payment of contingent consideration - NII 450 — Increase in the fair value of put option of noncontrolling shareholders - Liberty (80 ) — Balance at December 31st $ (5,010 ) $ (50 ) Valuation Techniques Investment in FOX The 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 are earnings before interest, taxes amortization and depreciation times a multiple established in the shareholder put option agreement, which is used to determine a per share equity value for the shares that can be put back to the Company. The per share equity value of the Liberty put option is discounted for liquidity and marketability, as well as a the probability of a triggering event. 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. As a result of the Liberty recapitalization (refer to " Note O - Noncontrolling Interest " for a description of the transaction), the number of shares that can be put back to the Company by the noncontrolling shareholders increased, resulting in an increase in the fair value of the put option. Interest rate swap: The Company’s derivative instruments at December 31, 2016 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, 2016 were expensed to interest expense on the consolidated statement of operations. Refer to " Note K - Derivative Instruments and Hedging Activities ". Contingent Consideration: Sterno Products entered into a contingent consideration arrangement associated with the purchase of NII in January 2016. The earnout provision provides for payments up to $1.8 million over a two year period subsequent to acquisition. Earnings before interest, taxes, depreciation and amortization ("EBITDA") is the performance target defined and measured to determine the earnout payment due, if any, after each defined measurement period. The contingent consideration was valued at $1.5 million using probability weighted models. During the quarter ended September 30, 2016, Sterno paid $0.5 million of the contingent consideration. At December 31, 2016, Sterno determined that it was more likely than not that the full amount of the contingent consideration would be paid out, and recorded an additional $0.4 million in earnout, which was recorded though the statement of operations. In connection with the acquisition of Baby Tula in May 2016, Ergobaby entered into a contingent consideration arrangement with the sellers. The earnout provision provides for additional consideration of $8.2 million if the gross profit for Baby Tula for the 2017 fiscal year exceeds a specified level. No earnout amount will be paid if the specified gross profit level is not met. Ergobaby valued the contingent consideration at a fair value of $3.8 million using a probability weighted option pricing model. At December 31, 2016, Ergobaby determined that the fair value of the liability was appropriate. 2014 Term Loan and 2016 Incremental Term Loan At December 31, 2016, the carrying value of the principal under the Company's outstanding 2014 Term Loan, including the current portion, was $565.7 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. Nonrecurring Fair Value Measurements The following table provides the assets and liabilities carried at fair value measured on a non-recurring basis as of December 31, 2016 ( in thousands ). Refer to " Note H – Goodwill and Intangibles ", for a description of the valuation techniques used to determine fair value of the assets measured on a non-recurring basis in the table below. There were no assets and liabilities carried at fair value measured on a non-recurring basis as of December 31, 2015 or 2014. Expense Fair Value Measurements at December 31, 2016 Year ended (in thousands) Carrying Level 1 Level 2 Level 3 December 31, 2016 Goodwill - Arnold $ 35,767 $ — $ — $ 35,767 $ 16,000 Property, plant and equipment (1) $ — $ — $ — $ — $ 1,824 Tradename (1) $ — $ — $ — $ — $ 317 Technology (1) $ — $ — $ — $ — $ 3,460 Customer relationships (1) $ — $ — $ — $ — $ 2,426 Permits (1) $ — $ — $ — $ — $ 1,177 (1) Represents the fair value of the respective assets at the Orbit Baby product line, and the Clean Earth Williamsport site. Refer to " Note H - Goodwill and Other Intangible Assets " for further discussion regarding the impairment and valuation techniques applied. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt 2014 Credit Agreement On June 6, 2014, the Company obtained a $725 million credit facility from a group of lenders (the “2014 Credit Facility”) led by Bank of America N.A. as Administrative Agent. The 2014 Credit Facility provides for (i) a revolving credit facility of $400 million (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 intercompany loans to, and the acquisition of, Canadian-based companies on an unsecured basis, and to modify provisions that would allow for early termination of a "Leverage Increase Period," thereby providing additional flexibility as to the timing of subsequent acquisitions. On August 15, 2016, the Company amended the 2014 Credit Facility to, among other things, increase the aggregate amount of the 2014 Credit Facility by $400 million . On August 31, 2016, the Company entered into an Incremental Facility Amendment to the 2014 Credit Agreement (the "Incremental Facility Amendment"). The Incremental Facility Amendment provided for an increase to the 2014 Revolving Credit Facility of $150 million , and the 2016 Incremental Term Loan, in the amount of $250 million . As a result of the Incremental Facility Amendment, the 2014 Credit Facility currently provides for (i) a revolving credit facility of $550 million (as amended from time to time, the "2014 Revolving Credit Facility"), (ii) a $325 million term loan (the "2014 Term Loan Facility"), and (iii) a $250 million incremental term loan "the "2016 Incremental Term Loan"). 2014 Revolving Credit Facility The 2014 Revolving Credit Facility will become due in June 2019. The Company can borrow, prepay and re-borrow 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 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. 2016 Incremental Term Loan The 2016 Incremental Term Loan was issued at an original issue discount of 99.25% of par value. The Company incurred $6.0 million in additional debt issuance costs related to the Incremental Credit Facility, which will be recognized as expense during the remaining term of the related 2014 Revolving Credit Facility, and 2014 Term Loan and 2016 Incremental Term Loan. The Incremental Facility Amendment did not change the due dates or applicable interest rates of the 2014 Credit Agreement. The quarterly payments for the term advances under the 2014 Credit Agreement increased to approximately $1.4 million per quarter. The Company used the proceeds from the Incremental Facility Amendment to fund the acquisition of 5.11 Tactical (refer to Note C - "Acquisitions "). Other The 2014 Credit Facility provides for sub-facilities under the 2014 Revolving Credit Facility pursuant to which an aggregate amount of up to $100.0 million in letters of credit may be issued, as well as swing line loans of up to $25.0 million outstanding at one time. The issuance of such letters of credit and the making of any swing line loan reduces the amount available under the 2014 Revolving Credit Facility. The Company will pay (i) commitment fees on the unused portion of the 2014 Revolving Credit Facility ranging from 0.45% to 0.60% per annum based on its Consolidated Leverage Ratio, (ii) quarterly letter of credit fees, and (iii) administrative and agency fees. Debt Issuance Costs Deferred debt issuance costs represent the costs associated with the entering into the 2014 Credit Facility as well as the issuance costs associated with the August 2016 Incremental Facility Amendment and are amortized over the term of the related debt instrument. Since the Company can borrow, repay and re-borrow principal under the 2014 Revolving Credit Facility, the debt issuance costs associated with this facility have been classified as other non-current assets in the accompanying consolidated balance sheet. The debt issuance costs associated with the 2014 Term Loan and 2016 Incremental Term Loan are classified as a reduction of long-term debt in the accompanying consolidated balance sheet. 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 associated with the Company's prior credit facility. The Company paid $6.0 million in debt issuance costs in connection with the 2016 Incremental Facility Amendment. The following table summarizes debt issuance costs at December 31, 2016 and December 31, 2015, and the balance sheet classification in each of the periods presents ( in thousands ): December 31, 2016 December 31, 2015 Deferred debt issuance costs $ 18,960 $ 12,974 Accumulated amortization (6,248 ) (3,508 ) Deferred debt issuance costs, net $ 12,712 $ 9,466 Balance sheet classification: Other noncurrent assets $ 4,698 $ 4,863 Long-term debt 8,014 4,603 $ 12,712 $ 9,466 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 4.24:1.00 Total Debt to EBITDA Ratio less than or equal to 4:25:1.0 2.88:1.00 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, 2016, 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, 2016 totaled $4.2 million and at December 31, 2015 totaled $4.2 million . Letter of credit fees recorded to interest expense was $0.1 million in each of the years ended December 31, 2016, 2015 and 2014. Interest hedge The Company entered into an interest rate swap on $220 million of outstanding debt for a period from April 2016 through June 2021 in connection with the term of our 2014 Term Loan. 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, 2016 and December 31, 2015 (in thousands): December 31, December 31, Revolving Credit Facility $ 4,400 $ — Term Loan Facility 565,658 320,125 Original issue discount (1) (4,706 ) (3,633 ) Deferred financing costs - term debt (8,015 ) (4,603 ) Total debt $ 557,337 $ 311,889 Less: Current portion, term loan facilities (5,685 ) (3,250 ) Long term debt $ 551,652 $ 308,639 (1) The Company recorded $4.6 million in original issue discount upon issuance of the 2014 Term Loan Facility in June 2014 and $1.9 million in original issue discount upon issuance of the 2016 Incremental Term Loan. This discount is being amortized over the life of the 2014 Term Loan Facility and 2016 Incremental Term Loan. Annual maturities of the Company's debt obligations under the 2014 Credit Facility are as follows (in thousands) : 2017 $ 5,685 2018 5,685 2019 10,085 2020 5,685 2021 538,212 $ 565,352 The following details the components of interest expense in each of the years ended December 31, 2016, 2015 and 2014 (in thousands) : Year ended December 31, 2016 2015 2014 Interest on credit facilities $ 19,861 $ 17,590 $ 16,392 Unused fee on Revolving Credit Facility 1,947 1,612 1,914 Amortization of original issue discount 802 671 882 Unrealized losses on interest rate derivatives 1,539 5,662 7,709 Letter of credit fees 108 121 62 Other 415 286 138 Interest expense $ 24,672 $ 25,942 $ 27,097 Average daily balance of debt outstanding $ 477,656 $ 443,348 $ 379,034 Effective interest rate 5.2 % 5.9 % 7.2 % |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015, the New Swap had a fair value loss of $10.7 million and $13.0 million , respectively, principally reflecting the present value of future payments and receipts under the agreement. In October 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 required 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, this Swap had a fair value loss of $0.5 million . A final payment under the Swap of $0.5 million was made on March 31, 2016 when the Swap contract ended. The following table reflects the classification of the Company's Interest Rate Swaps on the Consolidated Balance Sheets at December 31, 2016 and 2015 (in thousands) : Year ended December 31, 2016 2015 Other current liabilities $ 4,010 $ 3,914 Other non-current liabilities 6,709 9,569 Total fair value $ 10,719 $ 13,483 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 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, 2016, 2015 or 2014. At December 31, 2016 and 2015, these contracts had notional values of €0.8 million and €1.6 million , respectively, and maturity dates within three months of year-end. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 2014 Income Before Income Taxes Domestic (including U.S. exports) $ 63,783 $ 29,432 $ 267,796 Foreign subsidiaries (564 ) (5,440 ) 7,327 $ 63,219 $ 23,992 $ 275,123 Components of the Company’s income tax provision (benefit) are as follows ( in thousands) : Year ended December 31, 2016 2015 2014 Current taxes Federal $ 12,994 $ 16,079 $ 16,821 State 2,486 2,567 (2,728 ) Foreign 3,857 688 1,008 Total current taxes 19,337 19,334 15,101 Deferred taxes: Federal (5,816 ) (764 ) (8,238 ) State (1,357 ) 70 (1,394 ) Foreign (2,695 ) (3,639 ) (423 ) Total deferred taxes (9,868 ) (4,333 ) (10,055 ) Total tax provision $ 9,469 $ 15,001 $ 5,046 The tax effects of temporary differences that have resulted in the creation of deferred tax assets and deferred tax liabilities at December 31, 2016 and 2015 are as follows ( in thousands) : December 31, 2016 2015 Deferred tax assets: Tax credits $ 11,485 $ 60 Accounts receivable and allowances 1,032 661 Net operating loss carryforwards 28,896 6,254 Accrued expenses 7,324 5,927 Other 3,966 3,243 Total deferred tax assets $ 52,703 $ 16,145 Valuation allowance (1) (7,256 ) (1,308 ) Net deferred tax assets $ 45,447 $ 14,837 Deferred tax liabilities: Intangible assets $ (120,645 ) $ (92,083 ) Property and equipment (19,810 ) (17,750 ) Repatriation of foreign earnings (8,973 ) — Prepaid and other expenses (6,857 ) (1,723 ) Total deferred tax liabilities $ (156,285 ) $ (111,556 ) Total net deferred tax liability $ (110,838 ) $ (96,719 ) (1) Primarily relates to the 5.11 and Arnold operating segments. For the years ending December 31, 2016 and 2015, the Company recognized approximately $156.3 million and $111.6 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 $7.3 million was provided at December 31, 2016 and $1.3 million was provided at December 31, 2015. 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 2016, 2015 and 2014 are as follows: Year ended December 31, 2016 2015 2014 United States Federal Statutory Rate 35.0 % 35.0 % 35.0 % State income taxes (net of Federal benefits) 0.6 6.5 (1.0 ) Foreign income taxes 1.5 1.2 (0.3 ) Expenses of Compass Group Diversified Holdings, LLC representing a pass through to shareholders (1) 3.6 29.1 2.3 Effect of (gain) loss on equity method investment (41.2 ) (6.6 ) (1.4 ) Effect of deconsolidation of subsidiary (2) — — (33.6 ) Impact of subsidiary employee stock options 1.3 1.3 — Domestic production activities deduction (0.9 ) (3.2 ) (0.3 ) Non-deductible acquisition costs 1.9 — 0.1 Effect of undistributed foreign earnings (3) 4.2 — — Non-recognition of NOL carryforwards at subsidiaries 3.6 (6.1 ) 0.5 Other 5.4 5.3 0.5 Effective income tax rate 15.0 % 62.5 % 1.8 % (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) During the quarter ended September 30, 2016, management changed the previously asserted position that Arnold planned to permanently reinvest foreign earnings of controlled foreign corporations. The principal reason for changing our position is management's plan to repatriate excess foreign cash at Arnold to pay down intercompany debt at the Company. A reconciliation of the amount of unrecognized tax benefits for 2016, 2015 and 2014 are as follows (in thousands): Balance at January 1, 2014 $ 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 Additions for current years’ tax positions 64 Additions for prior years’ tax positions (2) 10,150 Reductions for prior years’ tax positions (16 ) Reductions for settlements — Reductions for expiration of statute of limitations (87 ) Balance at December 31, 2016 $ 10,500 (1) $7.6 million of the reduction for prior year tax positions relates to the deconsolidation of FOX in July 2014. (2) The increase in prior year tax positions during the year ended December 31, 2016 relates to an unrecognized tax benefit at the Company's 5.11 business, which was acquired in September 2016. Included in the unrecognized tax benefits at December 31, 2016 and 2015 is $10.4 million and $0.2 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. The amounts accrued at December 31, 2016, 2015 and 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 change in the unrecognized tax benefit during 2016 resulted from the acquisition of 5.11. 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. 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 2012 through 2016 tax years generally remain subject to examinations by the taxing authorities. |
Defined Benefit Plan
Defined Benefit Plan | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015 (in thousands) : December 31, 2016 December 31, 2015 Change in benefit obligation: Benefit obligation, beginning of year $ 13,392 $ 14,712 Service cost 409 578 Interest cost 130 167 Actuarial (gain)/loss 817 143 Employee contributions and transfer — (497 ) Plan amendment 315 (107 ) Benefits paid (810 ) (1,579 ) Foreign currency translation (449 ) (25 ) Benefit obligation 13,804 13,392 Change in plan assets: Fair value of assets, beginning of period $ 10,897 $ 11,408 Actual return on plan assets 122 310 Company contribution 390 427 Employee contributions and transfer 315 350 Benefits paid (810 ) (1,579 ) Foreign currency translation (365 ) (19 ) Fair value of assets 10,549 10,897 Funded status $ (3,255 ) $ (2,495 ) The unfunded liability of $3.3 million and $2.5 million at December 31, 2016 and 2015, 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, 2016 2015 2014 Service cost $ 409 $ 578 $ 425 Interest cost 130 167 271 Expected return on plan assets 15 310 (468 ) Net periodic benefit cost $ 554 $ 1,055 $ 228 Assumptions used to determine the benefit obligations and components of the net periodic benefit cost at December 31, 2016 and 2015: December 31, 2016 December 31, 2015 Discount rate 0.65 % 1.00 % Expected return on plan assets 1.40 % 1.40 % 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 2017, will be contributing per the terms of the agreement, and the expected contribution to the plan will total approximately $0.7 million . The following presents the benefit payments which are expected to be paid for the plan in each year indicated ( in thousands ): 2017 $ 676 2018 502 2019 873 2020 1,132 2021 645 Thereafter 3,140 $ 6,968 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, 2016: Certificates of deposit and cash and cash equivalents 68 % Fixed income bonds and securities 7 % Private equity and hedge funds 1 % Real estate 15 % Equity and other investments 9 % 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, 2016 and 2015 were considered Level 3. |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholder's Equity | Stockholder’s Equity Trust Common Shares The Trust is authorized to issue 500,000,000 Trust common shares and the Company is authorized to issue a corresponding number of LLC interests. The Company will, at all times, have the identical number of LLC interests outstanding as Trust shares. Each Trust share represents an undivided beneficial interest in the Trust, and each Trust share is entitled to one vote per share on any matter with respect to which members of the Company are entitled to vote. Trust Preferred Shares Pursuant to the Trust agreement, the Trust is authorized to issue up to 50,000,000 Trust preferred shares and the Company is authorized to issue a corresponding number of Trust Interests. As of December 31, 2016, the trust had no preferred shares outstanding. Secondary Offering In December 2016, the Company completed an offering of 5,600,000 Trust common shares at an offering price of $18.65 per share. The net proceeds to the Company, after deducting the underwriter's discount and offering costs, totaled approximately $99.4 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 following is a summary of the profit allocation payments made to the Allocation Interest Holders during each of the year ended December 31, 2016, 2015 and 2014: Year ended December 31, 2016 • $8.6 million paid in the second quarter as a result of a Sale Event related to the sale of FOX shares in March 2016 (refer to " Note F - Investment "); • $8.2 million paid in the third quarter as a result of the five year ownership holding period of our ACI business. The payment is in respect of its positive contribution-based profit during the five years ended June 30, 2016; • $7.0 million paid in the fourth quarter as a result of a Sale Event related to the sale of FOX shares in August 2016 (refer to " Note F - Investment ") and the sale of Tridien in September 2016 (refer to " Note D - Discontinued Operations "). Under the terms of the Company's LLC Agreement, the Company offset the profit allocation distribution resulting from the FOX Sale Event by the negative profit allocation amount from the Tridien Sale Event, resulting in a net distribution to the Allocation Member; Year ended December 31, 2015 • $14.6 million paid in the fourth quarter as a result of a Sale Event related to the sale of CamelBak in August 2015 and the sale of Tridien in October 2015 (refer to " Note D - Discontinued Operations "). Under the terms of the Company's LLC Agreement, the Company offset the profit allocation distribution resulting from the CamelBak Sale Event by the negative profit allocation amount related to the American Furniture Sale Event, resulting in a net distribution to the Allocation Member. • $3.1 million paid in the fourth quarter as a result of a Holding Event for our five year ownership holding period of our Ergobaby business. The payment is in respect of its positive contribution-based profit since our acquisition in September of 2010. Year ended December 31, 2014 • $11.9 million paid in the third quarter of 2014 as a result of a Sale Event related to the Sale of FOX shares in September 2014. In the fourth quarter of 2016, the Company's board of directors declared a profit allocation payment to the Allocation Interest Holders of $13.4 million as a result of a Sale Event related to the Sale of FOX shares in November 2016. This amount has been recorded as "Due to related parties" in the accompanying balance sheet at December 31, 2016, and will be paid in the first quarter of 2017. Earnings per share Basic and diluted earnings per share for the fiscal year ended December 31, 2016, 2015 and 2014 is calculated as follows: 2016 2015 2014 Income (loss) from continuing operations attributable to Holdings $ 51,788 $ 3,858 $ 258,416 Less: Profit Allocation paid to Holders 23,779 17,731 11,870 Less: Effect of contribution based profit—Holding Event 2,862 2,804 2,259 Income (loss) from Holdings attributable to Trust common shares $ 25,147 $ (16,677 ) $ 244,287 Income from discontinued operations attributable to Holdings $ 2,898 $ 157,980 $ 20,419 Less: Effect of contribution based profit — — 546 Income from discontinued operations attributable to Trust common shares $ 2,898 $ 157,980 $ 19,873 Basic and diluted weighted average shares outstanding 54,591 54,300 49,089 Basic and fully diluted income (loss) per share attributable to Holdings Continuing operations $ 0.46 $ (0.30 ) $ 4.98 Discontinued operations $ 0.05 $ 2.91 $ 0.40 $ 0.51 $ 2.61 $ 5.38 Distributions During the year ended December 31, 2016, the Company paid the following distributions: • On January 28, 2016 , the Company paid a distribution of $0.36 per share to holders of record as of January 21, 2016. This distribution was declared on January 7, 2016. • On April 28, 2016, the Company paid a distribution of $0.36 per share to holders of record as of April 22, 2016. This distribution was declared on April 7, 2016. • On July 28, 2016, the Company paid a distribution of $0.36 per share to holders of record as of July 21, 2016. This distribution was declared on July 7, 2016. • On October 27, 2016, the Company paid a distribution of $0.36 per share to holders of record as of October 20, 2016. This distribution was declared on October 6, 2016. On January 26, 2017, the Company paid a distribution of $0.36 per share to holders of record as of January 19, 2017. This distribution was declared in January 5, 2017. 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. 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, 2014. • 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. |
Noncontrolling Interest
Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016, 2015 and 2014 and related noncontrolling interest balances as of December 31, 2016 and 2015: % Ownership (1) December 31, 2016 % Ownership (1) December 31, 2015 % Ownership (1) December 31, 2014 Primary Fully Diluted Primary Fully Diluted Primary Fully Diluted 5.11 Tactical 97.5 85.1 n/a n/a n/a n/a Ergobaby 83.5 76.9 81.0 74.2 81.0 74.3 Liberty 88.6 84.7 96.2 84.6 96.2 84.8 Manitoba Harvest 76.6 65.6 76.6 65.6 n/a n/a ACI 69.4 69.3 69.4 69.3 69.4 69.3 Arnold Magnetics 96.7 84.7 96.7 87.3 96.7 87.5 Clean Earth 97.5 79.8 97.5 86.2 97.9 86.2 Sterno Products 100.0 89.5 100.0 89.7 100.0 91.7 (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. Noncontrolling Interest Balances (in thousands) December 31, December 31, 5.11 Tactical $ 5,934 $ — Ergobaby 18,647 17,754 FOX — — Liberty 2,681 2,934 Manitoba Harvest 13,687 14,071 ACI (11,220 ) 4,295 Arnold Magnetics 1,536 2,113 Clean Earth 5,469 4,308 Sterno Products 1,305 644 Allocation Interests 100 100 $ 38,139 $ 46,219 The Company's businesses had the following transactions with minority shareholders during the year ended December 31, 2016: ACI Recapitalization During the second quarter of 2016, the Company completed a recapitalization at ACI whereby the Company entered into an amendment to the intercompany debt agreement with ACI (the "ACI Loan Agreement"). The ACI loan agreement was amended to provide for additional term loan borrowings of $61.0 million to fund a cash distribution to shareholders totaling $60.1 million . Minority interest shareholders of Advanced Circuits, including certain members of management at Advanced Circuits, received total distribution proceeds of $18.4 million . The Company used cash on hand to fund the distribution to minority shareholders. Liberty Recapitalization During the first quarter of 2016, the Company completed a recapitalization at Liberty whereby the Company entered into an amendment to the intercompany loan agreement with Liberty (the “Liberty Loan Agreement”). The Liberty Loan Agreement was amended to (i) provide for term loan borrowings of $38.0 million and revolving credit facility borrowings of $5.0 million to fund cash distributions totaling $35.3 million to its shareholders, including the Company, and (ii) extend the maturity dates of the term loans and revolving credit facility. Liberty’s noncontrolling shareholders received approximately $5.3 million in distributions as a result of the recapitalization. Immediately prior to the recapitalization, management exercised stock options for 75,095 shares of Liberty common shares, resulting in net proceeds from stock options at Liberty of $3.8 million . Liberty recognized $0.3 million in compensation expense related to the accelerated vesting of a portion of management's stock options at the time of exercise. The Company then purchased $1.5 million in Liberty common shares from members of Liberty management, resulting in Liberty's noncontrolling shareholders holding 11.4% of Liberty's outstanding shares subsequent to the recapitalization. The purchase of the Liberty common stock from noncontrolling shareholders and issuance of Liberty common stock related to the exercise of stock options by noncontrolling shareholders were at fair value and resulted in no change in control of Liberty. The difference between the consideration paid for the noncontrolling interest and the adjustment to the carrying amount of the Company's noncontrolling interest in Liberty was recognized in the Company's equity. Subsequent to the purchase of Liberty common shares and the exercise of the options, the Company owns 88.6% of Liberty on a primary basis and 84.7% on a fully diluted basis. Ergobaby Share Issuance In connection with the Ergobaby acquisition of Baby Tula in May 2016, Ergobaby issued shares of their stock valued at $8.2 million to the selling shareholders (refer to Note C - Acquisitions for the methodology used to determine the value of the shares at issuance). Subsequent to the issuance of the shares, the Company's ownership interest in Ergobaby was 77.9% on a primary basis and 71.2% on a fully diluted basis. Ergobaby Share Repurchase In June 2016, Ergobaby repurchased 77,425 shares of Ergobaby common stock from certain noncontrolling interest shareholders for a total purchase price of $15.4 million . Ergobaby financed the repurchase of shares with an increase to the intercompany debt facility with the Company. The difference between the consideration paid for the noncontrolling interest and the adjustment to the carrying amount of the Company's noncontrolling interest in Ergobaby was recognized in the Company's equity. Subsequent to the repurchase, the Company's ownership interest in Ergobaby was 83.9% on a primary basis and 76.2% on a fully diluted basis. The repurchased shares have been accounted for as treasury shares by Ergobaby. Ergobaby Share Issuance and Share Repurchase In December 2016, an Ergobaby employee exercised stock options resulting in the issuance of 10,989 shares of Ergobaby common stock. Ergobaby then repurchased 6,204 of these shares from the employee for a total purchase price of $1.4 million . The difference between the consideration paid for the noncontrolling interest and the adjustment to the carrying amount of the Company's noncontrolling interest in Ergobaby was recognized in the Company's equity. Subsequent to the option exercise and repurchase, the Company's ownership interest in Ergobaby was 83.5% on a primary basis and 76.9% on a fully diluted basis. The repurchased shares have been accounted for as treasury shares by Ergobaby. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 under operating leases having an initial or remaining non-cancelable term of one year or more are as follows ( in thousands ): 2017 $ 15,002 2018 12,882 2019 10,363 2020 9,412 2021 7,824 Thereafter 40,409 $ 95,892 The Company’s rent expense for the fiscal years ended December 31, 2016, 2015 and 2014 totaled $15.9 million , $10.7 million and $9.1 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, 2016 | |
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 $ 22,440 $ 18,350 Accrued taxes 5,307 1,435 Income taxes payable 6,232 2,164 Accrued interest 182 70 Accrued rebates 12,289 8,081 Warranty payable 1,258 1,259 Accrued inventory 20,763 — Accrued transportation and disposal costs 7,324 5,714 Other accrued expenses 15,246 6,694 Total $ 91,041 $ 43,767 Year ended December 31, Warranty liability: 2016 2015 Beginning balance $ 1,259 $ 1,264 Accrual 252 343 Warranty payments (253 ) (348 ) Ending balance $ 1,258 $ 1,259 Supplemental Statement of Operations Data (in thousands): December 31, December 31, December 31, Other expense, net: Foreign currency gain (loss) $ (1,386 ) $ (2,561 ) $ 389 Gain (loss) on sale of capital assets (1,249 ) (138 ) (288 ) Other income (expense) (284 ) 376 (778 ) $ (2,919 ) $ (2,323 ) $ (677 ) Supplemental Cash Flow Statement Data (in thousands): December 31, December 31, December 31, Interest paid $ 22,840 $ 21,180 $ 21,455 Taxes paid $ 15,324 $ 6,494 $ 12,226 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
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 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 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, 2016, 2015 and 2014, the Company incurred the following management fees to CGM, by entity ( in thousands ): December 31, December 31, December 31, 5.11 $ 333 n/a n/a Ergobaby 500 $ 500 $ 500 Liberty 500 500 500 Manitoba Harvest 350 175 n/a Advanced Circuits 500 500 500 Arnold Magnetics 500 500 500 Clean Earth 500 500 125 Sterno Products 500 500 125 Corporate 25,723 22,483 19,622 $ 29,406 $ 25,658 $ 21,872 Not included in the table above are management fees paid to CGM by Tridien of $0.2 million , $0.4 million and $0.4 million in each of the years ended December 31, 2016, 2015 and 2014, respectively, and CamelBak of $0.3 million , and $0.5 million in each of the years ended December 31, 2015 and 2014, respectively. These amounts are included in income (loss) from discontinued operations on the consolidated statements of operations. Approximately $7.4 million and $5.9 million of the management fees incurred were unpaid as of December 31, 2016 and 2015, 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). Holders received $23.8 million in distributions related to Sale and Holding Events that occurred during 2016. Additionally, at December 31, 2016, a distribution payable of $13.4 million due to Holders as a result of the sale of FOX shares in November 2016 has been accrued and will be paid to Holders during the first quarter of 2017. Refer to " Note N - Stockholders' Equity " for a description of the 2016 profit allocation payments. 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). Certain persons who are employees and partners of the Manager, including the Company’s Chief Executive Officer, beneficially own (through Sostratus LLC) 60.4% of the Allocation Interests at December 31, 2016 and 58.8% of the Allocation Interests at December 31, 2015. Of the remaining 39.6% 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 29.6% is held by the former founding partner of the Manager. Integrations Services Agreements 5.11, which was acquired in 2016, 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 new platform 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 paid CGM $2.5 million and Sterno Products paid CGM $1.5 million under the agreements. Manitoba Harvest paid CGM $1.0 million under the agreement. 5.11 Tactical will pay CGM $3.5 million under the agreement, During the year ended December 31, 2016, 5.11 paid CGM $1.2 million in integration services fees and Manitoba Harvest paid $0.5 million in integration services fees. 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, 2016, 2015 and 2014, CGM received $1.7 million , $3.5 million and $1.0 million , respectively, in total integration service fees. Cost Reimbursement and Fees The Company reimbursed its Manager, CGM, approximately $3.8 million , $3.5 million , and $4.5 million , principally for occupancy and staffing costs incurred by CGM on the Company’s behalf during the years ended December 31, 2016, 2015 and 2014, respectively. The Company and its businesses have the following significant related party transactions : FOX Investment in FOX - The Company owns approximately 14.0% of FOX at December 31, 2016. The Company purchased a controlling interest in FOX on January 4, 2008. 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. As a selling shareholder, we sold a total of 4,466,569 shares of FOX common stock. 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. In March, August and November 2016, through three additional secondary offerings and a share repurchase by FOX, the Company's ownership in the outstanding common stock of FOX was further reduced to 14.0% . Refer to " Note F - Investment " for additional information related to the Company's investment in FOX. FOX Services Agreement - 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 terminated on March 31, 2016. A statement of work was agreed to in connection with the Service Agreement, which provided that the Company’s internal audit team would 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 were billed on a time and materials basis. Fees paid for services provided in 2016, 2015 and 2014 were approximately $72,000 , $135,000 , and $50,000 , respectively. 5.11 Related Party Vendor Purchases - 5.11 purchases inventory from a vendor who is a related party to 5.11 through one of the executive officers of 5.11 via the executive's 40% ownership interest in the vendor. During the year ended December 31, 2016 (from the date of acquisition) 5.11 purchased approximately $2.3 million in inventory from the vendor. Liberty Liberty Recapitalization - Refer to " Note O - Noncontrolling Interest " for additional details with regards to the Liberty recapitalization. Liberty Related Party Vendor Purchases - 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 years ended December 31, 2016 and 2015, Liberty purchased approximately $2.5 million and $3.3 million , respectively, 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. Advanced Circuits Advanced Circuits Recapitalization - Refer to " Note O - Noncontrolling Interest " for additional details with regards to the Advanced Circuits recapitalization. |
Unaudited Quarterly Financial D
Unaudited Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2016 | |
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. Typically, the first quarter of each fiscal year has the lower results than the remainder of the year, representing the Company's weakest quarter due to seasonality at our businesses. The per share calculations for each of the quarters are based on the weighted average number of shares for each period 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; therefore, the sum of the quarters will not equal to the full year per share amount. (in thousands) December 31, September 30, June 30, March 31, Total revenues $ 318,561 $ 252,285 $ 214,176 $ 193,287 Gross profit 103,366 82,415 76,670 64,119 Operating income (10,867 ) 11,358 10,489 8,081 Income (loss) from continuing operations 1,802 48,544 18,017 (14,614 ) Income from discontinued operations — (455 ) 1,341 (413 ) Gain (loss) on sale of discontinued operations, net of income tax 175 2,134 — — Net income (loss) attributable to Holdings $ 1,764 $ 49,705 $ 19,239 $ (16,023 ) Basic and fully diluted income (loss) per share attributable to Holdings: Continuing operations $ (0.14 ) $ 0.72 $ (0.05 ) $ (0.31 ) Discontinued operations — 0.03 0.11 — Basic and fully diluted income (loss) per share attributable to Holdings $ (0.14 ) $ 0.75 $ 0.06 $ (0.31 ) (1) The quarter ended December 31, 2016 includes a full quarter of operating results from 5.11, which the Company acquired on August 31, 2016, and reflects the goodwill impairment expense of our Arnold business of $16.0 million . The Company recognized an additional $0.2 gain on the sale of Tridien in the fourth quarter related to the working capital settlement with the buyer. (2) During the three months ended September 30, 2016, the Company sold their Tridien operating segment for a net gain on sale of approximately $1.5 million . The Company also purchased 5.11 Tactical for a purchase price of approximately $408.2 million - refer to " Note C - Acquisition of Businesses ". (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 from continuing operations 1,839 10,009 18,467 (21,324 ) Income from discontinued operations (2,098 ) 4,934 8,108 (3,963 ) Gain on sale of discontinued operation, net of tax (1,277 ) 151,075 — — Net income 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 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 ". Discontinued Operations During the quarter ended September 30, 2016, the Company sold its Tridien operating segment and reclassified the historical operations of Tridien to 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. The following summarizes the results of Tridien that were reclassified as discontinued operations during the 2016 and 2015 quarterly periods, and the results of CamelBak and American Furniture that were reclassified to discontinued operations during the 2015 quarterly period. (in thousands) December 31, 2016 September 30, 2016 June 30, 2016 March 31, 2016 Total revenue N/a $ 15,978 $ 15,212 $ 14,760 Gross Profit N/a 3,223 2,821 2,142 Operating income N/a 967 1,107 (577 ) Income from discontinued operations, net of tax N/a (455 ) 1,341 (413 ) (in thousands) December 31, 2015 September 30, 2015 June 30, 2015 March 31, 2015 (1) Total revenue $ 18,555 $ 79,409 $ 89,519 $ 94,409 Gross Profit 1,509 15,347 13,483 22,552 Operating income (2,201 ) 4,797 14,473 (2,665 ) Income from discontinued operations, net of tax (2,098 ) 4,934 8,108 (3,963 ) (1) During the three months ended March 31, 2015, the Company incurred $9.2 million of impairment charges at its Tridien operating segment. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | SCHEDULE II – Valuation and Qualifying Accounts Balance at Additions (in thousands) beginning of year Charge to costs and expense Other (1) Deductions Balance at end of Year Allowance for doubtful accounts - 2014 $ 2,065 $ 3,431 $ 494 $ 2,234 $ 3,756 Allowance for doubtful accounts - 2015 $ 3,756 $ 3,164 $ 15 $ 3,490 $ 3,445 Allowance for doubtful accounts - 2016 $ 3,445 $ 4,775 $ 2,105 $ 4,814 $ 5,511 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 Valuation allowance for deferred tax assets - 2016 $ 1,308 $ 2,266 $ 3,692 $ 10 $ 7,256 (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 Accoun28
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016, 2015 and 2014 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, Tridien Medical, Inc. ("Tridien") during the third quarter of 2016, the sale of its majority owned subsidiary CamelBak Products, LLC ("CamelBak") in the third quarter of 2015 and the sale of its majority owned subsidiary, American Furniture Manufacturing, Inc. ("AFM" or "American Furniture"), during the fourth quarter of 2015. The results of operations of Tridien are presented as discontinued operations in the consolidated statements of operations for all periods presented. The results of operations of CamelBak and American Furniture are presented as discontinued operations in the consolidated statements of operations for the years ended December 31, 2015 and 2014. In addition, the assets and liabilities associated with Tridien have been reclassified as discontinued operations in the consolidated balance sheets as of December 31, 2015. 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 2017 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. |
Revenue Recognition | Revenue recognition The Company records revenue for goods and services when persuasive evidence of an arrangement exists, delivery of the product or performance of services has occurred, and collectability of the fixed or determinable sales price 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 generally 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 of 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, 2016 and 2015, the amount of cash and cash equivalents held by our subsidiaries in foreign bank accounts was $16.7 million and $10.9 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 20 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 $561.0 million , net of original issue discount, at December 31, 2016 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 Certain of the Company’s segments have operations outside the United States, and the local currency is typically the functional currency. 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, 2016 which in total amount to approximately $45.4 million . This deferred tax asset is net of $7.3 million of valuation allowance primarily associated with net operating losses and foreign tax credits at Arnold and 5.11. 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 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 common shares outstanding for fiscal 2016 was computed based on 54,300,000 shares outstanding for the period from January 1 st through December 13 th and 5,600,000 additional shares outstanding for the period from December 13 th through December 31 st . The weighted average number of Trust common 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 common shares outstanding for fiscal 2014 was computed based on 48,300,000 shares outstanding for the period from January 1st through November 14th and 6,000,000 additional shares outstanding from November 14th through December 31st issued in connection with a public share offering. The Company did not have any stock option plans or any other potentially dilutive securities outstanding during the years ended December 31, 2016, 2015 and 2014. |
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 $15.6 million , $11.8 million and $11.0 million during the years ended December 31, 2016, 2015 and 2014, 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 $1.7 million , $2.1 million and $9.5 million during the years ended December 31, 2016, 2015 and 2014, 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 $2.2 million , $1.8 million and $1.1 million for the years ended December 31, 2016, 2015 and 2014, 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, all of the Company’s subsidiaries maintain stock based compensation plans. During the years ended December 31, 2016, 2015 and 2014, $4.4 million , $3.2 million , and $3.8 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, 2016, the amount to be recorded for stock-based compensation expense in future years for unvested options is approximately $25.5 million . |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In November 2015, the Financial Accounting Standards Board ("FASB") issued an accounting standard update to simplify the presentation of deferred taxes by requiring companies to classify all deferred tax assets and liabilities, along with any related valuation allowances, as noncurrent on the balance sheet. Adoption of this standard is required for annual periods beginning after December 15, 2016 and early adoption is permitted. The Company adopted this guidance early, effective as of January 1, 2016, on a prospective basis, which is permitted under the standard. At January 1, 2016, the Company had $6.1 million classified as current deferred tax assets which was reclassified to long-term deferred tax assets, and no amount classified as current deferred tax liabilities. In September 2015, the FASB issued an accounting standard to simplify the accounting for measurement period adjustments in connection with business combinations by requiring that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The standard update is effective for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. The standard update is to be applied prospectively to adjustments of provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued. The adoption of this standard did not have a significant impact on our condensed consolidated financial statements. The amendment was effective for the Company on January 1, 2016. In April 2015, the FASB issued an accounting standard update intended to simplify the presentation of debt issuance costs in the balance sheet. The new guidance requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. In August 2015, the FASB issued additional guidance which addresses the Security and Exchange Commission's ("SEC") comments related to the absence of authoritative guidance within the accounting standard update related to line-of-credit arrangements. The SEC would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance cost ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings under the line of credit arrangement. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Retrospective adoption is required. The Company adopted this guidance on January 1, 2016 and has reclassified debt issuance costs associated with the Company's term debt of $4.6 million as of December 31, 2015, from long-term assets to long-term debt. Deferred debt issuance costs incurred in connection with the Company's revolving credit facility of $4.9 million at December 31, 2015 continues to be classified as a long-term asset. Recently Issued Accounting Pronouncements In January 2017, the FASB issued new accounting guidance to simplify the accounting for goodwill impairment. The guidance removes Step two of the goodwill impairment test, which requires a hypothetical purchase price allocation. Under the new guidance, a goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. Entities will continue to have the option to perform a qualitative test to determine if a quantitative test is necessary. The guidance is effective for annual and interim periods in fiscal years beginning after December 31, 2019 with early adoption permitted for any goodwill impairment tests performed after January 1, 2017 and will be applied prospectively. In August 2016, the FASB issued an accounting standard update which updates the guidance as to how certain cash receipts and cash payments should be presented and classified within the statement of cash flows. The amended guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted, including adoption in an interim period. In February 2016, the FASB issued an accounting standard update related to the accounting for leases which will require an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. The standard update offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, the new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires modified retrospective adoption, with early adoption permitted. Accordingly, this standard is effective for the Company on January 1, 2019. The Company is currently assessing the impact of the new standard on our consolidated financial statements. In July 2015, the FASB issued an accounting standard update intended to simplify the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. The new guidance applies only to inventory that is determined by methods other than last-in-first-out and the retail inventory method. The Company does not believe that the adoption of this new accounting guidance will have a significant impact on its consolidated financial statements. The guidance is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption of the guidance is permitted. In May 2014, the FASB issued a comprehensive new revenue recognition standard. The new standard outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The standard is designed to create greater comparability for financial statement users across industries, jurisdictions and capital markets and also requires enhanced disclosures. The new standard will be effective for the Company beginning January 1, 2018. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company currently anticipates adopting the standard using the cumulative catch-up transition method. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Deconsolidation, Effects of IPO | The following tables reflect the Company’s percentage ownership of its businesses, as of December 31, 2016, 2015 and 2014 and related noncontrolling interest balances as of December 31, 2016 and 2015: % Ownership (1) December 31, 2016 % Ownership (1) December 31, 2015 % Ownership (1) December 31, 2014 Primary Fully Diluted Primary Fully Diluted Primary Fully Diluted 5.11 Tactical 97.5 85.1 n/a n/a n/a n/a Ergobaby 83.5 76.9 81.0 74.2 81.0 74.3 Liberty 88.6 84.7 96.2 84.6 96.2 84.8 Manitoba Harvest 76.6 65.6 76.6 65.6 n/a n/a ACI 69.4 69.3 69.4 69.3 69.4 69.3 Arnold Magnetics 96.7 84.7 96.7 87.3 96.7 87.5 Clean Earth 97.5 79.8 97.5 86.2 97.9 86.2 Sterno Products 100.0 89.5 100.0 89.7 100.0 91.7 (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. Noncontrolling Interest Balances (in thousands) December 31, December 31, 5.11 Tactical $ 5,934 $ — Ergobaby 18,647 17,754 FOX — — Liberty 2,681 2,934 Manitoba Harvest 13,687 14,071 ACI (11,220 ) 4,295 Arnold Magnetics 1,536 2,113 Clean Earth 5,469 4,308 Sterno Products 1,305 644 Allocation Interests 100 100 $ 38,139 $ 46,219 |
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 20 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, 2016 | |
Business Acquisition [Line Items] | |
Pro Forma Information | The following unaudited pro forma data for the years ended December 31, 2016 and 2015 gives effect to the acquisition of 5.11 Tactical and Manitoba Harvest, as described above, as if the acquisitions had been completed as of January 1, 2015, and the sale of Tridien, CamelBak and AFM as if the dispositions had been completed as of January 1, 2015. The pro forma data gives effect to historical operating results with adjustments to interest expense, amortization and depreciation expense, management fees and related tax effects. The information is provided for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred if the transaction had been consummated on the date indicated, nor is it necessarily indicative of future operating results of the consolidated companies, and should not be construed as representing results for any future period. Year Ended December 31, (in thousands) 2016 2015 Net revenues $ 1,163,773 $ 1,035,612 Gross profit 408,369 375,019 Operating income 20,028 56,711 Net income (loss) from continuing operations 43,973 (5,000 ) Net income (loss) from continuing operations attributable to Holdings 42,013 (10,275 ) Basic and fully diluted net loss per share attributable to Holdings 0.28 (0.57 ) |
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 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Equity Method Investments | The following table reflects the year to date activity from our investment in FOX for 2016 and 2015: Year ended December 31, 2016 2015 Balance January 1st $ 249,747 $ 245,214 Proceeds from sale of FOX shares, net - March 2016 (47,685 ) — Proceeds from sale of FOX shares, net - August 2016 (63,000 ) — Proceeds from sale of FOX shares, net - November 2016 (71,785 ) — Mark to market adjustment on investment (1) 74,490 4,533 Balance December 31st $ 141,767 $ 249,747 |
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 ( in thousands ): Year ended December 31, 2014 Net revenue $ 149,995 Gross profit 46,294 Operating income 17,294 Net income $ 15,047 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tridien | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Groups, Including Discontinued Operations | Summarized operating results for Tridien for the previous years through the date of disposition were as follows (in thousands): (in thousands) For the period January 1, 2016 through disposition Year ended December 31, 2015 Year ended December 31, 2014 Net sales 45,951 77,406 67,254 Gross profit 7,917 13,137 14,165 Operating income 437 (8,703 ) 2,191 Income from continuing operations before income taxes 488 (8,696 ) 2,274 Provision for income taxes 15 (27 ) 47 Income from discontinued operations (1) 473 (8,669 ) 2,227 (1) The results of operations for the period from January 1, 2016 through the date of disposition, and for the years ended December 31, 2015 and December 31, 2014 exclude $1.1 million , $1.1 million and $1.2 million , respectively, of intercompany interest expense. |
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 Net sales $ 96,519 $ 148,675 Gross profit 41,415 62,672 Operating income 14,348 17,913 Income from continuing operations before income taxes 16,607 18,266 Provision for income taxes 5,010 3,144 Income from discontinued operations (1) $ 11,597 $ 15,122 (1) The results for the periods from January 1, 2015 through disposition and the year ended December 31, 2014 exclude $5.4 million and $10.5 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 Net sales $ 122,420 $ 129,696 Gross profit 11,613 11,817 Operating income 4,126 3,661 Income from continuing operations before income taxes 4,134 3,757 Provision for income taxes 81 28 Income from discontinued operations (1) $ 4,053 $ 3,729 (1) The results for the periods from January 1, 2015 through disposition and the year ended December 31, 2014 exclude $1.5 million , and $2.2 million , respectively, of intercompany interest expense. |
Operating Segment Data (Tables)
Operating Segment Data (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Summary of Net Sales of Operating Segments | A disaggregation of the Company’s consolidated revenue and other financial data for the years ended December 31, 2016, 2015 and 2014 is presented below (in thousands) : Year ended December 31, Net sales of operating segments 2016 2015 2014 5.11 $ 109,792 $ — $ — Ergobaby 103,348 86,506 82,255 FOX — — 149,995 Liberty 103,812 101,146 90,149 Manitoba Harvest 59,323 17,423 — ACI 86,041 87,532 85,918 Arnold Magnetics 108,179 119,994 123,205 Clean Earth 188,997 175,386 68,440 Sterno Products 218,817 139,991 36,713 Total 978,309 727,978 636,675 Reconciliation of segment revenues to consolidated revenues: Corporate and other — — — Total consolidated revenues $ 978,309 $ 727,978 $ 636,675 |
Revenues from Geographic Locations Outside Domestic Country | Revenues from geographic locations outside the United States were material for the following segments: 5.11 Tactical, Ergobaby, Manitoba Harvest, Arnold and Sterno Products, in each of the periods presented. Revenue attributable to Canada represented approximately 24.0% of total international revenue in 2016 and 14.6% of total international revenue in 2015. Revenue attributable to any other individual foreign country was not material in 2016 or 2015. Revenue attributable to any individual foreign countries was not material in 2014. 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 2016 2015 2014 5.11 $ 30,363 $ — $ — Ergobaby 57,431 48,237 46,702 FOX — — 79,306 Manitoba Harvest 30,418 8,733 — Arnold Magnetics 42,019 44,187 55,591 Sterno Products 19,407 3,575 2,137 Total international revenues $ 179,638 $ 104,732 $ 183,736 |
Summary of Profit (Loss) of Operating Segments | Year ended December 31, Profit (loss) of operating segments (1) 2016 2015 2014 5.11 (2) $ (10,153 ) $ — $ — Ergobaby 17,151 22,157 18,147 FOX — — 17,292 Liberty 13,234 11,858 (2,717 ) Manitoba Harvest (3) 321 (6,150 ) — ACI 22,718 24,144 22,455 Arnold Magnetics (4) (12,921 ) 7,584 7,095 Clean Earth (5) 7,929 11,013 2,737 Sterno Products (6) 18,799 13,200 (1,810 ) Total 57,078 83,806 63,199 Reconciliation of segment profit to consolidated income (loss) from continuing operations before income taxes: Interest expense, net (24,651 ) (25,924 ) (27,060 ) Other income (expense), net (2,919 ) (2,323 ) (593 ) Gain on equity method investment 74,490 4,533 11,029 Corporate and other (7) (40,780 ) (36,100 ) 228,548 Total consolidated income (loss) from continuing operations before income taxes $ 63,218 $ 23,992 $ 275,123 (1) Segment profit (loss) represents operating income (loss). (2) The year ended December 31, 2016 includes $2.1 million of acquisition related costs incurred in connection with the acquisition of 5.11, $17.4 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 5.11, and $1.2 million in integration services fees paid to CGM. (3) 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. The year ended December 31, 2015 includes $0.5 million in integration services fees paid to CGM. (4) Operating loss from Arnold Magnetics for the year ended December 31, 2016 includes $16.0 million in goodwill impairment expense related to the PMAG reporting unit. Refer to " Note H - Goodwill and Intangible Assets ." (5) 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. (6) 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. (7) Primarily relates to the gain on the deconsolidation of FOX during 2014, 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 Identifiable Assets Depreciation and Amortization December 31, December 31 Year ended December 31, 2016 2015 2016 (1) 2015 (1) 2016 2015 2014 5.11 49,653 — $ 311,560 $ — $ 23,414 $ — $ — Ergobaby 11,018 8,076 113,814 62,436 7,769 3,475 3,832 FOX — — — — — — 4,785 Liberty 13,077 12,941 26,344 31,395 2,758 3,518 6,250 Manitoba Harvest 6,468 5,512 97,977 88,541 6,403 5,192 — ACI 6,686 5,946 16,541 17,275 3,476 2,996 4,606 Arnold Magnetics 15,195 15,083 64,209 72,310 9,079 8,766 8,528 Clean Earth 45,619 42,291 193,250 185,087 21,157 20,410 6,605 Sterno Products 38,986 19,508 134,661 121,910 11,549 7,963 4,643 Allowance for doubtful accounts (5,511 ) (3,447 ) — — — — — Total 181,191 105,910 958,356 578,954 85,605 52,320 39,249 Reconciliation of segment to consolidated totals: Corporate and other identifiable assets — — 145,971 313,929 — 755 501 Assets of discontinued operations — — — 31,595 — — — Amortization of debt issuance costs and original issue discount — — — — 3,565 2,883 3,125 Total $ 181,191 $ 105,910 $ 1,104,327 $ 924,478 $ 89,170 $ 55,958 $ 42,875 (1) Does not include goodwill balances - refer to " Note H - Goodwill and Other Intangible Assets " for a schedule of goodwill by segment. |
Property, Plant and Equipment34
Property, Plant and Equipment and Inventory (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 $ 155,591 $ 126,850 Office furniture, computers and software 13,737 8,771 Leasehold improvements 14,156 7,582 Construction in process 8,308 1,612 Buildings and land 35,392 30,244 227,184 175,059 Less: accumulated depreciation (84,814 ) (59,111 ) Total $ 142,370 $ 115,948 |
Summary of Inventory | Inventory is comprised of the following ( in thousands ): December 31, December 31, Raw materials and supplies $ 29,708 $ 23,604 Work-in-process 8,281 8,763 Finished goods 182,886 31,196 Less: obsolescence reserve (7,891 ) (3,658 ) Total $ 212,984 $ 59,905 |
Goodwill and Other Intangible35
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015 are as follows (in thousands ): Corporate (1) 5.11 Ergobaby Liberty Manitoba Harvest ACI Arnold (2) Clean Earth Sterno Total Balance at January 1, 2015 $ 8,649 $ — $ 41,664 $ 32,828 $ — $ 57,615 $ 51,767 $ 110,633 $ 33,716 $ 336,872 Acquisition of businesses (3) — — — — 55,805 404 — — — 56,209 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 Acquisition of businesses (4) — 92,966 19,367 — — — — 6,885 6,266 125,484 Purchase accounting adjustments — — — (10,579 ) — — — — (10,579 ) Impairment loss — — — — — — (16,000 ) — — (16,000 ) Foreign currency translation — — — 2,077 — — — — 2,077 Balance as of December 31, 2016 $ 8,649 $ 92,966 $ 61,031 $ 32,828 $ 44,171 $ 58,019 $ 35,767 $ 118,224 $ 39,982 $ 491,637 (1) Represents goodwill resulting from purchase accounting adjustments not “pushed down” to the ACI segment. This amount is allocated back to the ACI segment for purposes of goodwill impairment testing. (2) Arnold Magnetics has three reporting units PMAG, FlexMag and Precision Thin Metals with goodwill balances of $24.4 million , $4.8 million and $6.5 million , respectively. (3) 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, 2016 and 2015 ( in thousands ): December 31, 2016 December 31, 2015 Goodwill - gross carrying amount $ 507,637 $ 390,655 Accumulated impairment losses (16,000 ) — Goodwill - net carrying amount $ 491,637 $ 390,655 |
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 $ 304,751 $ 212,454 13 Technology and patents 44,710 38,230 9 Trade names, subject to amortization 128,675 25,003 15 Licensing and non-compete agreements 7,845 6,024 4 Permits and airspace (1) 113,295 98,673 13 Distributor relations and other 606 606 5 599,882 380,990 Accumulated amortization: Customer relationships (79,607 ) (62,679 ) Technology and patents (18,290 ) (16,481 ) Trade names, subject to amortization (6,833 ) (4,639 ) Licensing and non-compete agreements (5,987 ) (5,913 ) Permits and airspace (21,531 ) (12,313 ) Distributor relations and other (606 ) (606 ) Total accumulated amortization (132,854 ) (102,631 ) Trade names, not subject to amortization 72,183 72,328 Total intangibles, net $ 539,211 $ 350,687 (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): 2017 $ 40,808 2018 39,420 2019 38,130 2020 37,644 2021 37,641 $ 193,643 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Carried at Fair Value Measured on Recurring Basis | The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2016 and 2015 ( in thousands ): Fair Value Measurements at December 31, 2016 Carrying Value Level 1 Level 2 Level 3 Assets: investment - FOX $ 141,767 $ 141,767 $ — $ — Liabilities: Put option of noncontrolling shareholders (1) (180 ) — — (180 ) Contingent consideration - acquisitions (2) (4,830 ) — — (4,830 ) Interest rate swap (10,719 ) — (10,719 ) — Total recorded at fair value $ 126,038 $ 141,767 $ (10,719 ) $ (5,010 ) 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 (3) (50 ) — — (50 ) Interest rate swap (13,483 ) — (13,483 ) — Total recorded at fair value $ 236,214 $ 249,747 $ (13,483 ) $ (50 ) (1) Represents put options issued to noncontrolling shareholders in connection with the Liberty acquisition in 2010 and the 5.11 acquisition in 2016. (2) Represents potential earn-outs payable as additional purchase price consideration by Sterno in connection with the acquisition of NII and Ergobaby in connection with the acquisition of Baby Tula. (3) 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, 2016 and 2015 is as follows ( in thousands ): 2016 2015 Balance at January 1st $ (50 ) $ (50 ) Contingent consideration - NII (1,500 ) — Contingent consideration - Baby Tula (3,780 ) — Put option issued to noncontrolling shareholder - 5.11 (50 ) — Payment of contingent consideration - NII 450 — Increase in the fair value of put option of noncontrolling shareholders - Liberty (80 ) — Balance at December 31st $ (5,010 ) $ (50 ) |
Summary of Assets and Liabilities Carried at Fair Value Measured on Non-recurring Basis | The following table provides the assets and liabilities carried at fair value measured on a non-recurring basis as of December 31, 2016 ( in thousands ). Refer to " Note H – Goodwill and Intangibles ", for a description of the valuation techniques used to determine fair value of the assets measured on a non-recurring basis in the table below. There were no assets and liabilities carried at fair value measured on a non-recurring basis as of December 31, 2015 or 2014. Expense Fair Value Measurements at December 31, 2016 Year ended (in thousands) Carrying Level 1 Level 2 Level 3 December 31, 2016 Goodwill - Arnold $ 35,767 $ — $ — $ 35,767 $ 16,000 Property, plant and equipment (1) $ — $ — $ — $ — $ 1,824 Tradename (1) $ — $ — $ — $ — $ 317 Technology (1) $ — $ — $ — $ — $ 3,460 Customer relationships (1) $ — $ — $ — $ — $ 2,426 Permits (1) $ — $ — $ — $ — $ 1,177 (1) Represents the fair value of the respective assets at the Orbit Baby product line, and the Clean Earth Williamsport site. Refer to " Note H - Goodwill and Other Intangible Assets " for further discussion regarding the impairment and valuation techniques applied. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table summarizes debt issuance costs at December 31, 2016 and December 31, 2015, and the balance sheet classification in each of the periods presents ( in thousands ): December 31, 2016 December 31, 2015 Deferred debt issuance costs $ 18,960 $ 12,974 Accumulated amortization (6,248 ) (3,508 ) Deferred debt issuance costs, net $ 12,712 $ 9,466 Balance sheet classification: Other noncurrent assets $ 4,698 $ 4,863 Long-term debt 8,014 4,603 $ 12,712 $ 9,466 |
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 4.24:1.00 Total Debt to EBITDA Ratio less than or equal to 4:25:1.0 2.88:1.00 |
Summary of Debt Holdings | The following table provides the Company’s debt holdings at December 31, 2016 and December 31, 2015 (in thousands): December 31, December 31, Revolving Credit Facility $ 4,400 $ — Term Loan Facility 565,658 320,125 Original issue discount (1) (4,706 ) (3,633 ) Deferred financing costs - term debt (8,015 ) (4,603 ) Total debt $ 557,337 $ 311,889 Less: Current portion, term loan facilities (5,685 ) (3,250 ) Long term debt $ 551,652 $ 308,639 (1) The Company recorded $4.6 million in original issue discount upon issuance of the 2014 Term Loan Facility in June 2014 and $1.9 million in original issue discount upon issuance of the 2016 Incremental Term Loan. This discount is being amortized over the life of the 2014 Term Loan Facility and 2016 Incremental Term Loan. |
Summary of Annual Maturities of Term Loan Facility and Revolving Credit Facility | Annual maturities of the Company's debt obligations under the 2014 Credit Facility are as follows (in thousands) : 2017 $ 5,685 2018 5,685 2019 10,085 2020 5,685 2021 538,212 $ 565,352 |
Summary of Components of Interest Expense | The following details the components of interest expense in each of the years ended December 31, 2016, 2015 and 2014 (in thousands) : Year ended December 31, 2016 2015 2014 Interest on credit facilities $ 19,861 $ 17,590 $ 16,392 Unused fee on Revolving Credit Facility 1,947 1,612 1,914 Amortization of original issue discount 802 671 882 Unrealized losses on interest rate derivatives 1,539 5,662 7,709 Letter of credit fees 108 121 62 Other 415 286 138 Interest expense $ 24,672 $ 25,942 $ 27,097 Average daily balance of debt outstanding $ 477,656 $ 443,348 $ 379,034 Effective interest rate 5.2 % 5.9 % 7.2 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 2014 Income Before Income Taxes Domestic (including U.S. exports) $ 63,783 $ 29,432 $ 267,796 Foreign subsidiaries (564 ) (5,440 ) 7,327 $ 63,219 $ 23,992 $ 275,123 |
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, 2016 2015 2014 Current taxes Federal $ 12,994 $ 16,079 $ 16,821 State 2,486 2,567 (2,728 ) Foreign 3,857 688 1,008 Total current taxes 19,337 19,334 15,101 Deferred taxes: Federal (5,816 ) (764 ) (8,238 ) State (1,357 ) 70 (1,394 ) Foreign (2,695 ) (3,639 ) (423 ) Total deferred taxes (9,868 ) (4,333 ) (10,055 ) Total tax provision $ 9,469 $ 15,001 $ 5,046 |
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, 2016 and 2015 are as follows ( in thousands) : December 31, 2016 2015 Deferred tax assets: Tax credits $ 11,485 $ 60 Accounts receivable and allowances 1,032 661 Net operating loss carryforwards 28,896 6,254 Accrued expenses 7,324 5,927 Other 3,966 3,243 Total deferred tax assets $ 52,703 $ 16,145 Valuation allowance (1) (7,256 ) (1,308 ) Net deferred tax assets $ 45,447 $ 14,837 Deferred tax liabilities: Intangible assets $ (120,645 ) $ (92,083 ) Property and equipment (19,810 ) (17,750 ) Repatriation of foreign earnings (8,973 ) — Prepaid and other expenses (6,857 ) (1,723 ) Total deferred tax liabilities $ (156,285 ) $ (111,556 ) Total net deferred tax liability $ (110,838 ) $ (96,719 ) (1) Primarily relates to the 5.11 and Arnold 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 2016, 2015 and 2014 are as follows: Year ended December 31, 2016 2015 2014 United States Federal Statutory Rate 35.0 % 35.0 % 35.0 % State income taxes (net of Federal benefits) 0.6 6.5 (1.0 ) Foreign income taxes 1.5 1.2 (0.3 ) Expenses of Compass Group Diversified Holdings, LLC representing a pass through to shareholders (1) 3.6 29.1 2.3 Effect of (gain) loss on equity method investment (41.2 ) (6.6 ) (1.4 ) Effect of deconsolidation of subsidiary (2) — — (33.6 ) Impact of subsidiary employee stock options 1.3 1.3 — Domestic production activities deduction (0.9 ) (3.2 ) (0.3 ) Non-deductible acquisition costs 1.9 — 0.1 Effect of undistributed foreign earnings (3) 4.2 — — Non-recognition of NOL carryforwards at subsidiaries 3.6 (6.1 ) 0.5 Other 5.4 5.3 0.5 Effective income tax rate 15.0 % 62.5 % 1.8 % (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. |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the amount of unrecognized tax benefits for 2016, 2015 and 2014 are as follows (in thousands): Balance at January 1, 2014 $ 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 Additions for current years’ tax positions 64 Additions for prior years’ tax positions (2) 10,150 Reductions for prior years’ tax positions (16 ) Reductions for settlements — Reductions for expiration of statute of limitations (87 ) Balance at December 31, 2016 $ 10,500 (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, 2016 | |
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, 2016 and 2015 (in thousands) : December 31, 2016 December 31, 2015 Change in benefit obligation: Benefit obligation, beginning of year $ 13,392 $ 14,712 Service cost 409 578 Interest cost 130 167 Actuarial (gain)/loss 817 143 Employee contributions and transfer — (497 ) Plan amendment 315 (107 ) Benefits paid (810 ) (1,579 ) Foreign currency translation (449 ) (25 ) Benefit obligation 13,804 13,392 Change in plan assets: Fair value of assets, beginning of period $ 10,897 $ 11,408 Actual return on plan assets 122 310 Company contribution 390 427 Employee contributions and transfer 315 350 Benefits paid (810 ) (1,579 ) Foreign currency translation (365 ) (19 ) Fair value of assets 10,549 10,897 Funded status $ (3,255 ) $ (2,495 ) |
Summary of Net Periodic Benefit Cost | Net periodic benefit cost consists of the following (in thousands) : Year ended December 31, 2016 2015 2014 Service cost $ 409 $ 578 $ 425 Interest cost 130 167 271 Expected return on plan assets 15 310 (468 ) Net periodic benefit cost $ 554 $ 1,055 $ 228 |
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, 2016 and 2015: December 31, 2016 December 31, 2015 Discount rate 0.65 % 1.00 % Expected return on plan assets 1.40 % 1.40 % 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 ): 2017 $ 676 2018 502 2019 873 2020 1,132 2021 645 Thereafter 3,140 $ 6,968 |
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, 2016: Certificates of deposit and cash and cash equivalents 68 % Fixed income bonds and securities 7 % Private equity and hedge funds 1 % Real estate 15 % Equity and other investments 9 % 100 % |
Stockholder's Equity Stockholde
Stockholder's Equity Stockholder's Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Summary of Basic and Diluted Earnings Per Share | Basic and diluted earnings per share for the fiscal year ended December 31, 2016, 2015 and 2014 is calculated as follows: 2016 2015 2014 Income (loss) from continuing operations attributable to Holdings $ 51,788 $ 3,858 $ 258,416 Less: Profit Allocation paid to Holders 23,779 17,731 11,870 Less: Effect of contribution based profit—Holding Event 2,862 2,804 2,259 Income (loss) from Holdings attributable to Trust common shares $ 25,147 $ (16,677 ) $ 244,287 Income from discontinued operations attributable to Holdings $ 2,898 $ 157,980 $ 20,419 Less: Effect of contribution based profit — — 546 Income from discontinued operations attributable to Trust common shares $ 2,898 $ 157,980 $ 19,873 Basic and diluted weighted average shares outstanding 54,591 54,300 49,089 Basic and fully diluted income (loss) per share attributable to Holdings Continuing operations $ 0.46 $ (0.30 ) $ 4.98 Discontinued operations $ 0.05 $ 2.91 $ 0.40 $ 0.51 $ 2.61 $ 5.38 |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Noncontrolling Interest [Abstract] | |
Deconsolidation, Effects of IPO | The following tables reflect the Company’s percentage ownership of its businesses, as of December 31, 2016, 2015 and 2014 and related noncontrolling interest balances as of December 31, 2016 and 2015: % Ownership (1) December 31, 2016 % Ownership (1) December 31, 2015 % Ownership (1) December 31, 2014 Primary Fully Diluted Primary Fully Diluted Primary Fully Diluted 5.11 Tactical 97.5 85.1 n/a n/a n/a n/a Ergobaby 83.5 76.9 81.0 74.2 81.0 74.3 Liberty 88.6 84.7 96.2 84.6 96.2 84.8 Manitoba Harvest 76.6 65.6 76.6 65.6 n/a n/a ACI 69.4 69.3 69.4 69.3 69.4 69.3 Arnold Magnetics 96.7 84.7 96.7 87.3 96.7 87.5 Clean Earth 97.5 79.8 97.5 86.2 97.9 86.2 Sterno Products 100.0 89.5 100.0 89.7 100.0 91.7 (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. Noncontrolling Interest Balances (in thousands) December 31, December 31, 5.11 Tactical $ 5,934 $ — Ergobaby 18,647 17,754 FOX — — Liberty 2,681 2,934 Manitoba Harvest 13,687 14,071 ACI (11,220 ) 4,295 Arnold Magnetics 1,536 2,113 Clean Earth 5,469 4,308 Sterno Products 1,305 644 Allocation Interests 100 100 $ 38,139 $ 46,219 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Rental Commitments under Operating Leases | The future minimum rental commitments at December 31, 2016 under operating leases having an initial or remaining non-cancelable term of one year or more are as follows ( in thousands ): 2017 $ 15,002 2018 12,882 2019 10,363 2020 9,412 2021 7,824 Thereafter 40,409 $ 95,892 |
Supplemental Data (Tables)
Supplemental Data (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 $ 22,440 $ 18,350 Accrued taxes 5,307 1,435 Income taxes payable 6,232 2,164 Accrued interest 182 70 Accrued rebates 12,289 8,081 Warranty payable 1,258 1,259 Accrued inventory 20,763 — Accrued transportation and disposal costs 7,324 5,714 Other accrued expenses 15,246 6,694 Total $ 91,041 $ 43,767 Year ended December 31, Warranty liability: 2016 2015 Beginning balance $ 1,259 $ 1,264 Accrual 252 343 Warranty payments (253 ) (348 ) Ending balance $ 1,258 $ 1,259 |
Schedule of Supplemental Statement of Operations Data | Supplemental Statement of Operations Data (in thousands): December 31, December 31, December 31, Other expense, net: Foreign currency gain (loss) $ (1,386 ) $ (2,561 ) $ 389 Gain (loss) on sale of capital assets (1,249 ) (138 ) (288 ) Other income (expense) (284 ) 376 (778 ) $ (2,919 ) $ (2,323 ) $ (677 ) |
Summary of Supplemental Cash Flow Data | Supplemental Cash Flow Statement Data (in thousands): December 31, December 31, December 31, Interest paid $ 22,840 $ 21,180 $ 21,455 Taxes paid $ 15,324 $ 6,494 $ 12,226 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Incurred Management Fees | For the year ended December 31, 2016, 2015 and 2014, the Company incurred the following management fees to CGM, by entity ( in thousands ): December 31, December 31, December 31, 5.11 $ 333 n/a n/a Ergobaby 500 $ 500 $ 500 Liberty 500 500 500 Manitoba Harvest 350 175 n/a Advanced Circuits 500 500 500 Arnold Magnetics 500 500 500 Clean Earth 500 500 125 Sterno Products 500 500 125 Corporate 25,723 22,483 19,622 $ 29,406 $ 25,658 $ 21,872 |
Unaudited Quarterly Financial45
Unaudited Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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. Typically, the first quarter of each fiscal year has the lower results than the remainder of the year, representing the Company's weakest quarter due to seasonality at our businesses. The per share calculations for each of the quarters are based on the weighted average number of shares for each period 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; therefore, the sum of the quarters will not equal to the full year per share amount. (in thousands) December 31, September 30, June 30, March 31, Total revenues $ 318,561 $ 252,285 $ 214,176 $ 193,287 Gross profit 103,366 82,415 76,670 64,119 Operating income (10,867 ) 11,358 10,489 8,081 Income (loss) from continuing operations 1,802 48,544 18,017 (14,614 ) Income from discontinued operations — (455 ) 1,341 (413 ) Gain (loss) on sale of discontinued operations, net of income tax 175 2,134 — — Net income (loss) attributable to Holdings $ 1,764 $ 49,705 $ 19,239 $ (16,023 ) Basic and fully diluted income (loss) per share attributable to Holdings: Continuing operations $ (0.14 ) $ 0.72 $ (0.05 ) $ (0.31 ) Discontinued operations — 0.03 0.11 — Basic and fully diluted income (loss) per share attributable to Holdings $ (0.14 ) $ 0.75 $ 0.06 $ (0.31 ) (1) The quarter ended December 31, 2016 includes a full quarter of operating results from 5.11, which the Company acquired on August 31, 2016, and reflects the goodwill impairment expense of our Arnold business of $16.0 million . The Company recognized an additional $0.2 gain on the sale of Tridien in the fourth quarter related to the working capital settlement with the buyer. (2) During the three months ended September 30, 2016, the Company sold their Tridien operating segment for a net gain on sale of approximately $1.5 million . The Company also purchased 5.11 Tactical for a purchase price of approximately $408.2 million - refer to " Note C - Acquisition of Businesses ". (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 from continuing operations 1,839 10,009 18,467 (21,324 ) Income from discontinued operations (2,098 ) 4,934 8,108 (3,963 ) Gain on sale of discontinued operation, net of tax (1,277 ) 151,075 — — Net income 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 per share attributable to Holdings $ (0.39 ) $ 3.01 $ 0.40 $ (0.47 ) |
Organization and Business Ope46
Organization and Business Operations - Additional Information (Detail) - Segment | Apr. 25, 2006 | Dec. 31, 2016 | Aug. 31, 2016 | Mar. 31, 2016 | Feb. 29, 2016 |
Schedule of Equity Method Investments [Line Items] | |||||
Sole owner of Trust interest of the company | 100.00% | ||||
Number of businesses/operating segments owned | 8 | ||||
FOX | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Non-controlling interest percent | 14.00% | 23.00% | 33.00% | 41.00% |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2016 | Jul. 10, 2014 | Aug. 13, 2013 | Dec. 31, 2016 | Nov. 30, 2016 | Aug. 31, 2016 | Nov. 30, 2014 | Jul. 31, 2014 | Dec. 31, 2014 | Nov. 14, 2014 | Dec. 13, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 01, 2016 | Dec. 31, 2013 | |
Class of Stock [Line Items] | |||||||||||||||||
Cash and cash equivalents | $ 39,772 | $ 23,703 | $ 39,772 | $ 85,240 | $ 23,703 | $ 113,229 | |||||||||||
Share of the voting interest percentage | 50.00% | 50.00% | |||||||||||||||
Company's ownership interest before transaction | 53.00% | ||||||||||||||||
Company's ownership interest after transaction | 41.00% | ||||||||||||||||
Gain from shares sold from secondary offering | $ 76,200 | ||||||||||||||||
Gain related to a retained interest in FOX | 188,000 | ||||||||||||||||
Gain on deconsolidation of subsidiary | $ 264,300 | $ 264,300 | $ 0 | 0 | $ 264,325 | ||||||||||||
Investment owned, balance, shares | 15,108,718 | ||||||||||||||||
Term debt fair value net of discount | $ 561,000 | 561,000 | |||||||||||||||
Deferred tax assets recorded | 45,447 | 45,447 | 14,837 | ||||||||||||||
Valuation allowance | [1] | $ 7,256 | $ 7,256 | $ 1,308 | |||||||||||||
Weighted average number of Trust shares outstanding | 48,300,000 | 54,300,000 | 54,591,000 | 54,300,000 | 49,089,000 | ||||||||||||
Trust shares, issued (in shares) | 5,600,000 | 5,600,000 | 6,000,000 | ||||||||||||||
Advertising costs | $ 15,600 | $ 11,800 | $ 11,000 | ||||||||||||||
Research and development expense | 1,700 | 2,100 | 9,500 | ||||||||||||||
Total employer contributions to plans | 2,200 | 1,800 | 1,100 | ||||||||||||||
Allocated Share-based Compensation Expense | 4,400 | 3,200 | $ 3,800 | ||||||||||||||
Stock compensation expense in future years for unvested options | $ 25,500 | 25,500 | |||||||||||||||
Parent Company | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Consideration received from sale of stock | $ 65,500 | ||||||||||||||||
Secondary Offering | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Sale of stock (dollars per share) | $ 15.50 | ||||||||||||||||
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 | ||||||||||||||||
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 | ||||||||||||||||
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% | ||||||||||||||||
FOX | Secondary Offering | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Subsidiary stock issued during period shares new issues | 2,500,000 | 3,500,000 | 4,025,000 | ||||||||||||||
Adjustments for New Accounting Pronouncement [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Deferred Tax Assets, Net, Current | $ 6,100 | ||||||||||||||||
Other noncurrent assets | Revolving Credit Facility | Adjustments for New Accounting Pronouncement [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Unamortized Debt Issuance Expense | 4,900 | ||||||||||||||||
Foreign | Subsidiaries | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Cash and cash equivalents | $ 16,700 | $ 16,700 | $ 10,900 | ||||||||||||||
[1] | Primarily relates to the 5.11 and Arnold operating segments. |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Summary of Ranges of Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Building and Improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life for property, plant and equipment, in years | 15 years |
Building and Improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life for property, plant and equipment, in years | 25 years |
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, ft² in Thousands, $ in Thousands, CAD in Millions | Aug. 31, 2016USD ($) | Jan. 22, 2016CAD | Jan. 22, 2016USD ($) | Dec. 15, 2015CAD | Dec. 15, 2015USD ($) | Jul. 10, 2015CAD | Jul. 10, 2015USD ($)retail_store | Aug. 26, 2014 | Dec. 31, 2015USD ($) | Jul. 31, 2015USD ($) | Sep. 30, 2016CAD | Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)retail_storeFacility | Dec. 31, 2015CAD | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | May 11, 2106USD ($) | Nov. 30, 2016 | May 11, 2016USD ($) | Apr. 15, 2016USD ($)ft² | Mar. 31, 2016 | Feb. 29, 2016 | Jan. 01, 2015USD ($) | Oct. 10, 2014USD ($) |
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Finite-lived Intangible Assets Acquired | $ 127,890 | ||||||||||||||||||||||||
Noncontrolling interest, increase from business combination | $ 5,718 | $ 2,275 | |||||||||||||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 536,175 | $ 130,292 | 474,657 | ||||||||||||||||||||||
Allowance for doubtful accounts receivable | $ 3,447 | 5,511 | 3,447 | ||||||||||||||||||||||
Goodwill | 390,655 | $ 491,637 | 390,655 | $ 336,872 | |||||||||||||||||||||
Percentage of controlling interest in Arnold | 50.00% | ||||||||||||||||||||||||
Purchase accounting adjustments | 706 | ||||||||||||||||||||||||
Goodwill, Acquired During Period | $ 125,484 | 56,209 | |||||||||||||||||||||||
5.11 Tactical | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Cash | 12,581 | ||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities And Noncontrolling Interest | 234,191 | ||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Including Noncontrolling Interest | $ 225,480 | ||||||||||||||||||||||||
Controlling interest, percent | 97.50% | ||||||||||||||||||||||||
Purchase price, net | $ 408,222 | ||||||||||||||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 410,285 | ||||||||||||||||||||||||
Integration service fees | 3,500 | $ 3,500 | |||||||||||||||||||||||
Inventory basis step-up | 39,100 | 17,400 | |||||||||||||||||||||||
Property, plant and equipment basis step-up | 7,600 | ||||||||||||||||||||||||
Transaction costs | 2,063 | ||||||||||||||||||||||||
Goodwill | 92,966 | ||||||||||||||||||||||||
Intercompany loans to business and debt assumed | 179,237 | ||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Including Related Party Debt | 410,285 | ||||||||||||||||||||||||
Less: Transaction costs | 2,100 | ||||||||||||||||||||||||
Purchase price | 400,000 | ||||||||||||||||||||||||
Working capital adjustment | (2,296) | ||||||||||||||||||||||||
Cash Acquired from Acquisition | 12,581 | ||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 38,323 | ||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 22,723 | ||||||||||||||||||||||||
Intangible assets | 127,890 | ||||||||||||||||||||||||
Other current and noncurrent assets | 4,884 | ||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Assets Including Goodwill | 459,671 | ||||||||||||||||||||||||
Current liabilities | 38,229 | ||||||||||||||||||||||||
Other liabilities | 180,231 | ||||||||||||||||||||||||
Deferred tax liabilities | 10,163 | ||||||||||||||||||||||||
Noncontrolling interest | 5,568 | ||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | $ 160,304 | ||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Current Assets, Receivables, Gross | 40,100 | ||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Current Assets, Receivables, Allowance for Doubtful Accounts | 1,700 | ||||||||||||||||||||||||
Manitoba Harvest | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Finite-lived Intangible Assets Acquired | $ 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 130.3 | $ 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 | ||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 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 | ||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 8,743 | ||||||||||||||||||||||||
Goodwill, Acquired During Period | $ 37,900 | ||||||||||||||||||||||||
Clean Earth Holdings | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Integration service fees | 2,500 | ||||||||||||||||||||||||
Transaction costs | 1,900 | ||||||||||||||||||||||||
Sterno Candle Lamp | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Integration service fees | $ 1,500 | ||||||||||||||||||||||||
Inventory basis step-up | 2,000 | ||||||||||||||||||||||||
Less: Transaction costs | 2,800 | ||||||||||||||||||||||||
Hemp Oil Canada, Inc. | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Goodwill, Acquired During Period | 17,900 | ||||||||||||||||||||||||
Clean Earth Holdings | Phoenix Soil, LLC [Member] | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Goodwill | $ 3,200 | ||||||||||||||||||||||||
Intangible assets | $ 5,600 | ||||||||||||||||||||||||
Area of Real Estate Property | ft² | 58 | ||||||||||||||||||||||||
Ergobaby | New Baby Tula, LLC [Member] | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Purchase price, net | $ 73,800 | ||||||||||||||||||||||||
Potential earn-out payable, amount | 68,200 | ||||||||||||||||||||||||
Business Acquisition, Transaction Costs | $ 800 | ||||||||||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 8,200 | ||||||||||||||||||||||||
Sterno Products | Northern International, Inc. | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Loans provided by company | $ 37,000 | ||||||||||||||||||||||||
Goodwill | 6,000 | ||||||||||||||||||||||||
Business acquisition purchase price | CAD 50.6 | 35,800 | |||||||||||||||||||||||
Intangible assets | 12,700 | ||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 1,200 | ||||||||||||||||||||||||
Manitoba Harvest | Hemp Oil Canada, Inc. | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Goodwill | $ 7,300 | ||||||||||||||||||||||||
Less: Transaction costs | CAD 0.5 | 400 | |||||||||||||||||||||||
Purchase price | CAD 42 | 30,800 | |||||||||||||||||||||||
Working capital adjustment | CAD (0.5) | $ (400) | |||||||||||||||||||||||
Intangible assets | 10,800 | ||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | $ 300 | ||||||||||||||||||||||||
FOX | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 14.00% | ||||||||||||||||||||||||
Non-controlling interest percent | 23.00% | 14.00% | 33.00% | 41.00% | |||||||||||||||||||||
Ergobaby | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Goodwill | 41,664 | $ 61,031 | 41,664 | 41,664 | |||||||||||||||||||||
Goodwill, Acquired During Period | 19,367 | 0 | |||||||||||||||||||||||
Ergobaby | Baby Tula, LLC | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Inventory basis step-up | 4,800 | ||||||||||||||||||||||||
Business Combination, Contingent Consideration, Earn out Provision, Fair Value | 3,800 | ||||||||||||||||||||||||
Contingent consideration | $ 8,200 | ||||||||||||||||||||||||
Intangible assets | 55,300 | ||||||||||||||||||||||||
Goodwill, Acquired During Period | $ 13,200 | ||||||||||||||||||||||||
Manitoba Harvest | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Noncontrolling interest, increase from business combination | 7,638 | ||||||||||||||||||||||||
Number of Stores | retail_store | 7 | ||||||||||||||||||||||||
Goodwill | 52,673 | $ 44,171 | 52,673 | 0 | |||||||||||||||||||||
Purchase accounting adjustments | $ (10,579) | ||||||||||||||||||||||||
Goodwill, Acquired During Period | 55,805 | ||||||||||||||||||||||||
Clean Earth Holdings | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Number of facilities | Facility | 18 | ||||||||||||||||||||||||
Goodwill | $ 111,339 | $ 118,224 | 111,339 | $ 110,633 | |||||||||||||||||||||
Purchase accounting adjustments | 706 | ||||||||||||||||||||||||
Goodwill, Acquired During Period | 6,885 | ||||||||||||||||||||||||
Clean Earth Holdings | EWS Alabama, Inc [Member] | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Intangible assets | $ 12,100 | $ 12,100 | |||||||||||||||||||||||
Goodwill, Acquired During Period | $ 3,600 | ||||||||||||||||||||||||
Non- Controlling Interest | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Noncontrolling interest, increase from business combination | 5,718 | $ 2,275 | |||||||||||||||||||||||
Non- Controlling Interest | 5.11 Tactical | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Controlling interest, percent | 2.50% | ||||||||||||||||||||||||
Non- Controlling Interest | Manitoba Harvest | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Noncontrolling interest, increase from business combination | CAD | CAD 9.3 | ||||||||||||||||||||||||
Non- Controlling Interest | Ergobaby | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Noncontrolling interest, increase from business combination | 3,392 | ||||||||||||||||||||||||
Non- Controlling Interest | Ergobaby | Manitoba Harvest | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Noncontrolling interest, increase from business combination | $ 3,392 | ||||||||||||||||||||||||
Non- Controlling Interest | Manitoba Harvest | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Noncontrolling interest, increase from business combination | $ 7,638 | ||||||||||||||||||||||||
Customer relationships | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Finite-lived Intangible Assets Acquired | $ 75,218 | ||||||||||||||||||||||||
Intangible assets, estimated useful life | 15 years | ||||||||||||||||||||||||
Customer relationships | Manitoba Harvest | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Finite-lived Intangible Assets Acquired | $ 13,005 | ||||||||||||||||||||||||
Intangible assets, estimated useful life | 15 years | 15 years | |||||||||||||||||||||||
Customer relationships | Clean Earth Holdings | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Intangible assets, estimated useful life | 15 years | ||||||||||||||||||||||||
Customer relationships | Ergobaby | Baby Tula, LLC | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Intangible assets | 700 | ||||||||||||||||||||||||
Technology-Based Intangible Assets [Member] | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Finite-lived Intangible Assets Acquired | $ 4,007 | ||||||||||||||||||||||||
Intangible assets, estimated useful life | 10 years | ||||||||||||||||||||||||
Technology-Based Intangible Assets [Member] | Manitoba Harvest | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Finite-lived Intangible Assets Acquired | $ 41,066 | ||||||||||||||||||||||||
Intangible assets, estimated useful life | 10 years | 10 years | |||||||||||||||||||||||
Trade names, subject to amortization | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Finite-lived Intangible Assets Acquired | $ 48,665 | ||||||||||||||||||||||||
Intangible assets, estimated useful life | 15 years | ||||||||||||||||||||||||
Trade names, subject to amortization | Manitoba Harvest | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Finite-lived Intangible Assets Acquired | $ 9,616 | ||||||||||||||||||||||||
Trade names, subject to amortization | Clean Earth Holdings | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Intangible assets, estimated useful life | 20 years | ||||||||||||||||||||||||
Trade names, subject to amortization | Sterno Candle Lamp | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Intangible assets, estimated useful life | 10 years | ||||||||||||||||||||||||
Trade names, subject to amortization | Ergobaby | Baby Tula, LLC | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Intangible assets | 52,900 | ||||||||||||||||||||||||
Noncompete Agreements [Member] | Ergobaby | Baby Tula, LLC | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Intangible assets | 1,700 | ||||||||||||||||||||||||
Earn-Out [Member] | Ergobaby | New Baby Tula, LLC [Member] | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Contingent consideration | $ 8,200 | ||||||||||||||||||||||||
Earn-Out [Member] | Sterno Products | Northern International, Inc. | |||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||
Potential earn-out payable, amount | CAD 2.5 | 1,800 | |||||||||||||||||||||||
Contingent consideration | 1,500 | ||||||||||||||||||||||||
Less: Transaction costs | $ 400 |
Acquisition of Businesses Acq50
Acquisition of Businesses Acquisition - Schedule of Assets Acquired and Liabilities Assumed as of the Acquisition Date (Details) $ in Thousands, CAD in Millions | Jul. 10, 2015CAD | Jul. 10, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jan. 01, 2015USD ($) |
Assets: | ||||||
Goodwill | $ 491,637 | $ 390,655 | $ 336,872 | |||
Acquisition Consideration | ||||||
Total purchase consideration | $ 536,175 | $ 130,292 | $ 474,657 | |||
Manitoba Harvest | ||||||
Assets: | ||||||
Cash | $ 164 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 3,787 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, 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 130.3 | $ 102,708 |
Acquisition of Businesses Acq51
Acquisition of Businesses Acquisition - Schedule of Intangible Assets Recorded as Part of Acquisition (Details) - USD ($) $ in Thousands | Aug. 31, 2016 | Jul. 10, 2015 | Aug. 26, 2014 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 127,890 | ||
Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 75,218 | ||
Intangible assets, estimated useful life | 15 years | ||
Trade name | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 48,665 | ||
Intangible assets, estimated useful life | 15 years | ||
Technology-Based Intangible Assets [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 4,007 | ||
Intangible assets, estimated useful life | 10 years | ||
Clean Earth Holdings | Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 15 years | ||
Clean Earth Holdings | Trade name | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 20 years | ||
Manitoba Harvest | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 63,687 | ||
Manitoba Harvest | Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 13,005 | ||
Intangible assets, estimated useful life | 15 years | ||
Manitoba Harvest | Trade name | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 9,616 | ||
Manitoba Harvest | Technology-Based Intangible Assets [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 41,066 | ||
Intangible assets, estimated useful life | 10 years | ||
Sterno Candle Lamp | Trade name | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 10 years | ||
Minimum | Clean Earth Holdings | Permits And Airspace | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 10 years | ||
Maximum | Clean Earth Holdings | Permits And Airspace | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful life | 20 years |
Acquisition of Businesses Acq52
Acquisition of Businesses Acquisition - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | [1] | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||||||||
Net income (loss) attributable to Holdings | $ 1,764 | $ 49,705 | $ 19,239 | $ (16,023) | $ (2,217) | $ 164,500 | $ 24,457 | $ (24,902) | $ 54,685 | $ 161,838 | $ 278,835 | |
5.11 Tactical and Manitoba Harvest [Member] | ||||||||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||||||||
Net revenues | 1,163,773 | 1,035,612 | ||||||||||
Gross profit | 408,369 | 375,019 | ||||||||||
Operating income | 20,028 | 56,711 | ||||||||||
Net income (loss) from continuing operations | 43,973 | (5,000) | ||||||||||
Net income (loss) attributable to Holdings | $ 42,013 | $ (10,275) | ||||||||||
Basic and fully diluted net loss per share attributable to Holdings | $ 0.28 | $ (0.57) | ||||||||||
[1] | During the three months ended September 30, 2016, the Company sold their Tridien operating segment for a net gain on sale of approximately $1.5 million. The Company also purchased 5.11 Tactical for a purchase price of approximately $408.2 million - refer to "Note C - Acquisition of Businesses". |
Equity Method Investment - Addi
Equity Method Investment - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2016 | Jul. 10, 2014 | Aug. 13, 2013 | Nov. 30, 2016 | Aug. 31, 2016 | Jul. 31, 2014 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 29, 2016 |
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 | $ 0 | $ 264,325 | ||||||||
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 | $ 141,767 | 141,767 | 249,747 | ||||||||||
Gain on equity method investment | $ 74,490 | 4,533 | 11,029 | ||||||||||
FOX | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Noncontrolling interest, Repurchase of Subsidiary Shares, Shares | 500,000 | ||||||||||||
Noncontrolling Interest, Shares Sold to Subsidiary, Shares | 3,000,000 | 3,500,000 | |||||||||||
Proceeds to parent from shares sold to subsidiary | $ 47,685 | $ 71,785 | $ 63,000 | ||||||||||
Company's ownership interest after transaction | 41.00% | ||||||||||||
Non-controlling interest percent | 33.00% | 23.00% | 14.00% | 14.00% | 41.00% | ||||||||
Equity Method Investments | 249,747 | $ 245,214 | |||||||||||
Gain on equity method investment | $ 74,490 | $ 4,533 | |||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 14.00% | ||||||||||||
Equity Method Investment, Cash Distributions Declared | $ 13,354 | $ 11,600 | $ 8,600 | ||||||||||
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 | ||||||||||||
Secondary Offering | FOX | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Subsidiary stock issued during period shares new issues | 2,500,000 | 3,500,000 | 4,025,000 | ||||||||||
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 | ||||||||||||
Parent Company | Secondary Offering | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Number of shares to be sold by shareholders | 4,466,569 | ||||||||||||
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% | 50.00% |
Equity Method Investment Invest
Equity Method Investment Investment Activity for FOX (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Nov. 30, 2016 | Aug. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Gain (Loss) on Investments [Line Items] | ||||||
Equity method investment, beginning balance | $ 249,747 | |||||
Fair value adjustment - available for sale security | 74,490 | $ 4,533 | $ 11,029 | |||
FOX | ||||||
Gain (Loss) on Investments [Line Items] | ||||||
Equity method investment, beginning balance | 249,747 | 245,214 | ||||
Proceeds from sale of Fox shares, net | $ 47,685 | $ 71,785 | $ 63,000 | |||
Fair value adjustment - available for sale security | 74,490 | 4,533 | ||||
Available-for-sale securities, ending balance | $ 141,767 | $ 249,747 |
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, 2016 | Sep. 30, 2016 | [1] | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Gross profit | $ 103,366 | $ 82,415 | $ 76,670 | $ 64,119 | $ 67,598 | $ 64,750 | $ 59,025 | $ 49,363 | $ 326,570 | $ 240,736 | $ 205,017 | |
Net income (loss) | 1,961 | $ 5,133 | $ 11,661 | |||||||||
FOX | ||||||||||||
Net revenue | 149,995 | |||||||||||
Gross profit | 46,294 | |||||||||||
Operating income | 17,294 | |||||||||||
Net income (loss) | $ 15,047 | |||||||||||
[1] | During the three months ended September 30, 2016, the Company sold their Tridien operating segment for a net gain on sale of approximately $1.5 million. The Company also purchased 5.11 Tactical for a purchase price of approximately $408.2 million - refer to "Note C - Acquisition of Businesses". |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 21, 2016 | Oct. 05, 2015 | Aug. 03, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Aug. 03, 2015 | Oct. 05, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Gain (loss) on sale of discontinued operations | $ (1,277) | $ 151,075 | $ 2,308 | $ 149,798 | $ 0 | |||||||
Current assets of discontinued operations | $ 0 | 18,772 | 0 | 18,772 | ||||||||
Non-current assets of discontinued operations | 0 | 12,823 | 0 | 12,823 | ||||||||
Current liabilities of discontinued operations | 0 | 8,455 | 0 | 8,455 | ||||||||
Non-current liabilities of discontinued operations | 0 | 110 | 0 | 110 | ||||||||
Noncontrolling interest | 38,139 | 46,219 | $ 38,139 | 46,219 | ||||||||
Discontinued Operations, Disposed of by Sale | Tridien | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Cash | 629 | 629 | ||||||||||
Proceeds from divestiture of businesses | $ 25,000 | |||||||||||
Proceeds from divestiture of businesses, portion attributable to parent | 22,700 | |||||||||||
Gain (loss) on sale of discontinued operations | $ 1,700 | |||||||||||
Disposal Group, Including Discontinued Operation, Proceeds Reserved for Future Claims | $ 1,600 | |||||||||||
Accounts receivable, net | 8,411 | 8,411 | ||||||||||
Inventories | 8,465 | 8,465 | ||||||||||
Prepaid expenses and other current assets | 1,267 | 1,267 | ||||||||||
Current assets of discontinued operations | 18,772 | 18,772 | ||||||||||
Property, plant and equipment, net | 2,102 | 2,102 | ||||||||||
Goodwill | 7,834 | 7,834 | ||||||||||
Intangible assets, net | 2,717 | 2,717 | ||||||||||
Other non-current assets | 170 | 170 | ||||||||||
Non-current assets of discontinued operations | 12,823 | 12,823 | ||||||||||
Accounts payable | 4,264 | 4,264 | ||||||||||
Accrued expenses and other current liabilities | 4,191 | 4,191 | ||||||||||
Current liabilities of discontinued operations | 8,455 | 8,455 | ||||||||||
Deferred income taxes | 110 | 110 | ||||||||||
Non-current liabilities of discontinued operations | 110 | 110 | ||||||||||
Noncontrolling interest | $ 916 | 916 | ||||||||||
Discontinued Operations, Disposed of by Sale | CamelBak | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
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 | 600 | 164,000 | ||||||||||
Intercompany interest expense excluded from income (loss) from discontinued operations | $ 5,400 | 10,500 | ||||||||||
Discontinued Operations, Disposed of by Sale | American Furniture | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
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 |
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 | |||||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Aug. 03, 2015 | Sep. 21, 2016 | Oct. 05, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Net sales | $ 15,978 | $ 15,212 | $ 14,760 | $ 18,555 | $ 79,409 | $ 89,519 | $ 94,409 | ||||||
Operating income | 1,107 | (577) | (2,201) | 4,797 | 14,473 | (2,665) | |||||||
Income from continuing operations before income taxes | $ 2,898 | $ 157,980 | $ 20,419 | ||||||||||
Income from discontinued operations | (455) | 1,341 | (413) | (2,098) | 4,934 | 8,108 | (3,963) | 473 | 6,981 | 21,078 | |||
Intercompany interest expense of discontinued operations | $ 1,100 | 1,100 | 1,200 | ||||||||||
Discontinued Operations, Disposed of by Sale | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Gross profit | 3,223 | $ 2,821 | $ 2,142 | $ 1,509 | $ 15,347 | $ 13,483 | $ 22,552 | ||||||
Operating income | $ 967 | ||||||||||||
Discontinued Operations, Disposed of by Sale | Tridien | |||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||
Net sales | $ 45,951 | 77,406 | 67,254 | ||||||||||
Gross profit | 7,917 | 13,137 | 14,165 | ||||||||||
Operating income | 437 | (8,703) | 2,191 | ||||||||||
Income from continuing operations before income taxes | 488 | (8,696) | 2,274 | ||||||||||
Provision for income taxes | 15 | (27) | 47 | ||||||||||
Income from discontinued operations | $ 473 | (8,669) | $ 2,227 | ||||||||||
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 | |||||||||||
Gross profit | 41,415 | 62,672 | |||||||||||
Operating income | 14,348 | 17,913 | |||||||||||
Income from continuing operations before income taxes | 16,607 | 18,266 | |||||||||||
Provision for income taxes | 5,010 | 3,144 | |||||||||||
Income from discontinued operations | $ 11,597 | 15,122 | |||||||||||
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 | |||||||||||
Gross profit | 11,613 | 11,817 | |||||||||||
Operating income | 4,126 | 3,661 | |||||||||||
Income from continuing operations before income taxes | 4,134 | 3,757 | |||||||||||
Provision for income taxes | 81 | 28 | |||||||||||
Income from discontinued operations | $ 4,053 | $ 3,729 |
Discontinued Operations - Sum58
Discontinued Operations - Summarized Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current assets held for sale | $ 0 | $ 18,772 |
Noncurrent assets held for sale | 0 | 12,823 |
Current liabilities held for sale | 0 | 8,455 |
Noncurrent liabilities held for sale | 0 | 110 |
Noncontrolling interest of discontinued operations | $ 38,139 | 46,219 |
Tridien | Discontinued Operations, Disposed of by Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash | 629 | |
Accounts receivable, net | 8,411 | |
Inventories | 8,465 | |
Prepaid expenses and other current assets | 1,267 | |
Current assets held for sale | 18,772 | |
Property, plant and equipment, net | 2,102 | |
Goodwill | 7,834 | |
Intangible assets, net | 2,717 | |
Other non-current assets | 170 | |
Noncurrent assets held for sale | 12,823 | |
Accounts payable | 4,264 | |
Accrued expenses and other current liabilities | 4,191 | |
Current liabilities held for sale | 8,455 | |
Deferred income taxes | 110 | |
Other noncurrent liabilities | 0 | |
Noncurrent liabilities held for sale | 110 | |
Noncontrolling interest of discontinued operations | $ 916 |
Operating Segment Data - Additi
Operating Segment Data - Additional Information (Detail) retail_store in Thousands, $ in Thousands | Aug. 31, 2016USD ($) | Jul. 10, 2015USD ($)retail_store | Dec. 31, 2016USD ($)ft²retail_storeSegmentclientFacility | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jan. 01, 2015USD ($) |
Segment Reporting Information [Line Items] | ||||||
Assets | $ 1,777,155 | $ 1,421,042 | ||||
Number of reportable operating segments | Segment | 8 | |||||
Number of reporting units | Segment | 3 | |||||
Integration service fees | $ 1,700 | 3,500 | $ 1,000 | |||
Goodwill, Impaired, Reasons for Use of Estimate | 16 | |||||
Goodwill | $ 491,637 | 390,655 | $ 336,872 | |||
Property, Plant and Equipment, Net | $ 142,370 | 115,948 | ||||
Minimum | ||||||
Segment Reporting Information [Line Items] | ||||||
Goodwill, Impaired, Reasons for Use of Estimate | 14 | |||||
Manitoba Harvest | ||||||
Segment Reporting Information [Line Items] | ||||||
Number of Stores | retail_store | 7 | |||||
Integration service fees | $ 1,000 | |||||
Goodwill | 44,171 | 52,673 | 0 | |||
PMAG | ||||||
Segment Reporting Information [Line Items] | ||||||
Goodwill | 24,400 | |||||
Ergobaby | ||||||
Segment Reporting Information [Line Items] | ||||||
Goodwill | $ 61,031 | 41,664 | 41,664 | |||
Liberty | ||||||
Segment Reporting Information [Line Items] | ||||||
Manufacturing facility area | ft² | 300,000 | |||||
Goodwill | $ 32,828 | 32,828 | 32,828 | |||
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 | 18 | |||||
Goodwill | $ 118,224 | 111,339 | 110,633 | |||
ACI | ||||||
Segment Reporting Information [Line Items] | ||||||
Goodwill | 58,019 | 58,019 | $ 57,615 | |||
FlexMag | ||||||
Segment Reporting Information [Line Items] | ||||||
Goodwill | 4,800 | |||||
5.11 Tactical | ||||||
Segment Reporting Information [Line Items] | ||||||
Acquisition-related costs | $ 2,100 | |||||
Transaction costs | 2,063 | |||||
Inventory basis step-up | 39,100 | 17,400 | ||||
Integration service fees | 1,200 | |||||
Goodwill | $ 92,966 | |||||
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 | 500 | ||||
Goodwill | $ 37,882 | |||||
Clean Earth Holdings | ||||||
Segment Reporting Information [Line Items] | ||||||
Transaction costs | 1,900 | |||||
Integration service fees | 1,900 | 600 | ||||
Sterno Candle Lamp | ||||||
Segment Reporting Information [Line Items] | ||||||
Acquisition-related costs | 2,800 | |||||
Inventory basis step-up | 2,000 | |||||
Integration service fees | 1,100 | 400 | ||||
Foreign | ||||||
Segment Reporting Information [Line Items] | ||||||
Assets | $ 266,000 | $ 177,800 | ||||
Foreign | Ergobaby | ||||||
Segment Reporting Information [Line Items] | ||||||
Concentration risk percentage | 56.00% | |||||
Canada | Sales Revenue | ||||||
Segment Reporting Information [Line Items] | ||||||
Concentration risk percentage | 24.00% | 14.60% | ||||
Canada | Identifiable Assets | ||||||
Segment Reporting Information [Line Items] | ||||||
Concentration risk percentage | 74.00% | 82.00% |
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, 2016 | Sep. 30, 2016 | [1] | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||
Net revenue | $ 978,309 | $ 727,978 | $ 636,675 | |||||||||
Total consolidated revenues | $ 318,561 | $ 252,285 | $ 214,176 | $ 193,287 | $ 199,531 | $ 184,830 | $ 180,757 | $ 162,860 | 789,312 | 552,592 | 568,235 | |
Operating Segments | ||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||
Net revenue | 978,309 | 727,978 | 636,675 | |||||||||
Operating Segments | 5.11 Tactical | ||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||
Net revenue | 109,792 | |||||||||||
Operating Segments | Ergobaby | ||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||
Net revenue | 103,348 | 86,506 | 82,255 | |||||||||
Operating Segments | FOX | ||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||
Net revenue | 0 | 0 | 149,995 | |||||||||
Operating Segments | Liberty | ||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||
Net revenue | 103,812 | 101,146 | 90,149 | |||||||||
Operating Segments | Manitoba Harvest | ||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||
Net revenue | 59,323 | 17,423 | 0 | |||||||||
Operating Segments | ACI | ||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||
Net revenue | 86,041 | 87,532 | 85,918 | |||||||||
Operating Segments | Arnold Magnetics | ||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||
Net revenue | 108,179 | 119,994 | 123,205 | |||||||||
Operating Segments | Clean Earth Holdings | ||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||
Net revenue | 188,997 | 175,386 | 68,440 | |||||||||
Operating Segments | Sterno Candle Lamp | ||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||
Net revenue | 218,817 | 139,991 | 36,713 | |||||||||
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, 2016, the Company sold their Tridien operating segment for a net gain on sale of approximately $1.5 million. The Company also purchased 5.11 Tactical for a purchase price of approximately $408.2 million - refer to "Note C - Acquisition of Businesses". |
Operating Segment Data - Revenu
Operating Segment Data - Revenues from Geographic Location Outside Domestic Country (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Non United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
International revenues | $ 179,638 | $ 104,732 | $ 183,736 |
5.11 Tactical | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
International revenues | 30,363 | ||
Ergobaby | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
International revenues | 57,431 | 48,237 | 46,702 |
FOX | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
International revenues | 0 | 0 | 79,306 |
Manitoba Harvest | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
International revenues | 30,418 | 8,733 | 0 |
Arnold Magnetics | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
International revenues | 42,019 | 44,187 | 55,591 |
Sterno Candle Lamp | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
International revenues | $ 19,407 | $ 3,575 | $ 2,137 |
Operating Segment Data - Summ62
Operating Segment Data - Summary of Profit (Loss) of Operating Segments (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | $ 63,218 | $ 23,992 | $ 275,123 | |||
Interest expense, net | (24,672) | (25,942) | (27,097) | |||
Other expense, net | (2,919) | (2,323) | (677) | |||
Gain on equity method investment | 74,490 | 4,533 | 11,029 | |||
Operating Segments | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | [1] | 57,078 | 83,806 | 63,199 | ||
Operating Segments | 5.11 Tactical | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | (10,153) | [1] | 0 | 0 | [1] | |
Operating Segments | Ergobaby | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | 17,151 | [1] | 22,157 | 18,147 | [1] | |
Operating Segments | FOX | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | [1] | 0 | 0 | 17,292 | ||
Operating Segments | Liberty | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | [1] | 13,234 | 11,858 | (2,717) | ||
Operating Segments | Manitoba Harvest | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | [1] | 321 | (6,150) | 0 | ||
Operating Segments | ACI | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | [1] | 22,718 | 24,144 | 22,455 | ||
Operating Segments | Arnold Magnetics | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | [1],[2] | (12,921) | 7,584 | 7,095 | ||
Operating Segments | Clean Earth Holdings | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | [1],[3] | 7,929 | 11,013 | 2,737 | ||
Operating Segments | Sterno Candle Lamp | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Total consolidated income from continuing operations before income taxes | [1],[4] | 18,799 | 13,200 | (1,810) | ||
Reconciliation of Segment to Consolidated | ||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||
Interest expense, net | (24,651) | (25,924) | (27,060) | |||
Other expense, net | (2,919) | (2,323) | (593) | |||
Gain on equity method investment | 74,490 | 4,533 | 11,029 | |||
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] | $ (40,780) | $ (36,100) | $ 228,548 | ||
[1] | Segment profit (loss) represents operating income (loss). | |||||
[2] | (3)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] | (5)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.(6)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 $0.4 million in integration service fees paid | |||||
[5] | (7)Primarily relates to the gain on the deconsolidation of FOX during 2014, and management fees expensed and payabl |
Operating Segment Data - Summ63
Operating Segment Data - Summary of Accounts Receivable of Operating Segment (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Accounts Receivable | $ 181,191 | $ 105,910 |
Allowance for doubtful accounts receivable | 5,511 | 3,447 |
Allowance for doubtful accounts | (3,608) | (3,608) |
Total consolidated net accounts receivable | 181,191 | 105,910 |
Operating Segments | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Accounts Receivable | 181,191 | 105,910 |
Operating Segments | Ergobaby | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Accounts Receivable | 11,018 | 8,076 |
Operating Segments | FOX | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Accounts Receivable | 0 | 0 |
Operating Segments | Liberty | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Accounts Receivable | 13,077 | 12,941 |
Operating Segments | Manitoba Harvest | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Accounts Receivable | 6,468 | 5,512 |
Operating Segments | ACI | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Accounts Receivable | 6,686 | 5,946 |
Operating Segments | Arnold Magnetics | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Accounts Receivable | 15,195 | 15,083 |
Operating Segments | Clean Earth Holdings | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Accounts Receivable | 45,619 | 42,291 |
Operating Segments | Sterno Candle Lamp | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Accounts Receivable | 38,986 | 19,508 |
Reconciliation of Segment to Consolidated | Corporate and Other | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Accounts Receivable | $ 0 | $ 0 |
Operating Segment Data - Summ64
Operating Segment Data - Summary of Goodwill and Identifiable Assets of Operating Segments (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Accounts Receivable | $ 181,191 | $ 105,910 | |||
Allowance for doubtful accounts receivable | 5,511 | 3,447 | |||
Identifiable Assets | [1] | 1,104,327 | 924,478 | ||
Depreciation and Amortization | 89,170 | 55,958 | $ 42,875 | ||
Operating Segments | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Accounts Receivable | 181,191 | 105,910 | |||
Identifiable Assets | [1] | 958,356 | 578,954 | ||
Depreciation and Amortization | 85,605 | 52,320 | 39,249 | ||
Operating Segments | 5.11 Tactical | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Accounts Receivable | 49,653 | 0 | |||
Identifiable Assets | 311,560 | 0 | |||
Depreciation and Amortization | 23,414 | 0 | 0 | ||
Operating Segments | Ergobaby | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Accounts Receivable | 11,018 | 8,076 | |||
Identifiable Assets | [1] | 113,814 | 62,436 | ||
Depreciation and Amortization | 7,769 | 3,475 | 3,832 | ||
Operating Segments | FOX | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Accounts Receivable | 0 | 0 | |||
Identifiable Assets | 0 | [1] | 0 | ||
Depreciation and Amortization | 0 | 0 | 4,785 | ||
Operating Segments | Liberty | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Accounts Receivable | 13,077 | 12,941 | |||
Identifiable Assets | [1] | 26,344 | 31,395 | ||
Depreciation and Amortization | 2,758 | 3,518 | 6,250 | ||
Operating Segments | Manitoba Harvest | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Accounts Receivable | 6,468 | 5,512 | |||
Identifiable Assets | 97,977 | [1] | 88,541 | ||
Depreciation and Amortization | 6,403 | 5,192 | 0 | ||
Operating Segments | ACI | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Accounts Receivable | 6,686 | 5,946 | |||
Identifiable Assets | [1] | 16,541 | 17,275 | ||
Depreciation and Amortization | 3,476 | 2,996 | 4,606 | ||
Operating Segments | Arnold Magnetics | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Accounts Receivable | 15,195 | 15,083 | |||
Identifiable Assets | [1] | 64,209 | 72,310 | ||
Depreciation and Amortization | [2] | 9,079 | 8,766 | 8,528 | |
Operating Segments | Clean Earth Holdings | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Accounts Receivable | 45,619 | 42,291 | |||
Identifiable Assets | 193,250 | [1] | 185,087 | ||
Depreciation and Amortization | 21,157 | 20,410 | 6,605 | ||
Operating Segments | Sterno Candle Lamp | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Accounts Receivable | 38,986 | 19,508 | |||
Identifiable Assets | 134,661 | [1] | 121,910 | ||
Depreciation and Amortization | 11,549 | 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] | |||||
Accounts Receivable | 0 | 0 | |||
Identifiable Assets | 0 | 0 | |||
Depreciation and Amortization | 3,565 | 2,883 | 3,125 | ||
Reconciliation of Segment to Consolidated | Corporate and Other | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Accounts Receivable | 0 | 0 | |||
Identifiable Assets | [1] | 145,971 | 313,929 | ||
Depreciation and Amortization | 0 | 755 | 501 | ||
Discontinued Operations, Disposed of by Sale | Reconciliation of Segment to Consolidated | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Accounts Receivable | 0 | 0 | |||
Identifiable Assets | 0 | 31,595 | |||
Depreciation and Amortization | $ 0 | $ 0 | $ 0 | ||
[1] | Accounts Receivable Identifiable Assets Depreciation and Amortization December 31, December 31 Year ended December 31, 2016 2015 2016 (1) 2015 (1) 2016 2015 20145.1149,653 — $311,560 $— $23,414 $— $—Ergobaby11,018 8,076 113,814 62,436 7,769 3,475 3,832FOX— — — — — — 4,785Liberty13,077 12,941 26,344 31,395 2,758 3,518 6,250Manitoba Harvest6,468 5,512 97,977 88,541 6,403 5,192 —ACI6,686 5,946 16,541 17,275 3,476 2,996 4,606Arnold Magnetics15,195 15,083 64,209 72,310 9,079 8,766 8,528Clean Earth45,619 42,291 193,250 185,087 21,157 20,410 6,605Sterno Products38,986 19,508 134,661 121,910 11,549 7,963 4,643Allowance for doubtful accounts(5,511) (3,447) — — — — —Total181,191 105,910 958,356 578,954 85,605 52,320 39,249Reconciliation of segment to consolidated totals: Corporate and other identifiable assets— — 145,971 313,929 — 755 501Assets of discontinued operations— — — 31,595 — — —Amortization of debt issuance costs and original issue discount— — — — 3,565 2,883 3,125Total$181,191 $105,910 $1,104,327 $924,478 $89,170 $55,958 $42,875(1)Does not include | ||||
[2] | goodwill balances - refer to "Note H - Goodwill and Other Intangible Assets" for a schedule of goodwill by segment. |
Property, Plant and Equipment65
Property, Plant and Equipment and Inventory - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 26,853 | $ 21,231 | $ 14,644 |
Property, Plant and Equipment66
Property, Plant and Equipment and Inventory - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 227,184 | $ 175,059 |
Construction in Progress, Gross | 8,308 | 1,612 |
Less: accumulated depreciation | (84,814) | (59,111) |
Total | 142,370 | 115,948 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 155,591 | 126,850 |
Office furniture, computers and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 13,737 | 8,771 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 14,156 | 7,582 |
Buildings and Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 35,392 | $ 30,244 |
Property, Plant and Equipment67
Property, Plant and Equipment and Inventory - Summary of Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Abstract] | ||
Raw materials and supplies | $ 29,708 | $ 23,604 |
Work-in-process | 8,281 | 8,763 |
Finished goods | 182,886 | 31,196 |
Less: obsolescence reserve | (7,891) | (3,658) |
Total | $ 212,984 | $ 59,905 |
Goodwill and Other Intangible68
Goodwill and Other Intangible Assets - Additional Information (Detail) $ in Thousands | Mar. 31, 2014Reporting_Unit | Dec. 31, 2016USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($)Reporting_Unit | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Mar. 31, 2016USD ($) | Jan. 01, 2015USD ($) |
Finite-Lived Intangible Assets [Line Items] | ||||||||
Number of reporting units at Arnold Subsidiary | Reporting_Unit | 3 | 3 | ||||||
Goodwill, Impaired, Reasons for Use of Estimate | 16 | |||||||
Reporting units requiring further quantitative testing | Reporting_Unit | 2 | |||||||
Trade names, not subject to amortization | $ 72,183 | $ 72,183 | $ 72,328 | $ 147,600 | ||||
Goodwill, net | 491,637 | 491,637 | 390,655 | $ 336,872 | ||||
Carrying value of trade names | 193,643 | 193,643 | ||||||
Goodwill deductible for income tax | 103,000 | 103,000 | ||||||
Amortization expense | 35,069 | 28,761 | $ 23,063 | |||||
Loss on disposal of assets | 9,204 | $ 0 | $ 0 | |||||
Liberty | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Weighted average cost of capital (percent) | 13.80% | |||||||
Goodwill, net | 32,828 | 32,828 | $ 32,828 | $ 32,828 | ||||
Tridien | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Loss on disposal of assets | $ (9,200) | |||||||
PMAG | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Weighted average cost of capital (percent) | 12.50% | 13.60% | ||||||
FlexMag | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Weighted average cost of capital (percent) | 12.00% | 14.60% | ||||||
FlexMag | Arnold Magnetics | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Weighted average cost of capital, percent | 12.50% | |||||||
Precision Thin Metals | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Weighted average cost of capital (percent) | 13.00% | |||||||
Precision Thin Metals | Arnold Magnetics | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Weighted average cost of capital, percent | 14.50% | |||||||
Orbitbaby | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Loss on disposal of assets | $ 5,900 | |||||||
Impairment of intangible assets | 5,500 | |||||||
Write-off of property, plant and equipment | 400 | |||||||
Proceeds from divestiture of businesses | $ 1,000 | |||||||
Clean Earth Holdings | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Loss on disposal of assets | (3,300) | |||||||
Impairment of intangible assets | 1,900 | |||||||
Write-off of property, plant and equipment | $ 1,400 | |||||||
Minimum | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Goodwill, Impaired, Reasons for Use of Estimate | 14 | |||||||
Maximum | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Goodwill, Impaired, Reasons for Use of Estimate | 19 |
Goodwill and Other Intangible69
Goodwill and Other Intangible Assets - Summary of Reconciliation of Change in Carrying Value of Goodwill (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Dec. 31, 2015 | Jul. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Aug. 31, 2016 | Mar. 31, 2016 | Feb. 29, 2016 | |
Balance as of January 1, 2014 | |||||||
Goodwill | $ 390,655 | ||||||
Goodwill, Acquired During Period | 125,484 | $ 56,209 | |||||
Purchase accounting adjustments | 706 | ||||||
Accumulated impairment losses | $ 0 | (16,000) | 0 | ||||
Foreign currency translation | 2,077 | (3,132) | |||||
Goodwill | 390,655 | 491,637 | 390,655 | ||||
Goodwill | 390,655 | $ 507,637 | 390,655 | ||||
Fox | |||||||
Balance as of January 1, 2014 | |||||||
Non-controlling interest percent | 14.00% | 23.00% | 33.00% | 41.00% | |||
Corporate | |||||||
Balance as of January 1, 2014 | |||||||
Goodwill | $ 8,649 | ||||||
Goodwill, Acquired During Period | 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 | ||||||
Goodwill, Acquired During Period | 19,367 | 0 | |||||
Goodwill | 41,664 | 61,031 | 41,664 | ||||
Liberty | |||||||
Balance as of January 1, 2014 | |||||||
Goodwill | 32,828 | ||||||
Goodwill | 32,828 | 32,828 | 32,828 | ||||
Manitoba Harvest | |||||||
Balance as of January 1, 2014 | |||||||
Goodwill | 52,673 | ||||||
Goodwill, Acquired During Period | 55,805 | ||||||
Purchase accounting adjustments | (10,579) | ||||||
Foreign currency translation | 2,077 | (3,132) | |||||
Goodwill | 52,673 | 44,171 | 52,673 | ||||
ACI | |||||||
Balance as of January 1, 2014 | |||||||
Goodwill | 58,019 | ||||||
Goodwill, Acquired During Period | 404 | ||||||
Goodwill | 58,019 | 58,019 | 58,019 | ||||
Arnold | |||||||
Balance as of January 1, 2014 | |||||||
Goodwill | 51,767 | ||||||
Goodwill | 51,767 | 35,767 | 51,767 | ||||
Clean Earth Holdings | |||||||
Balance as of January 1, 2014 | |||||||
Goodwill | 111,339 | ||||||
Goodwill, Acquired During Period | 6,885 | ||||||
Purchase accounting adjustments | 706 | ||||||
Goodwill | 111,339 | 118,224 | 111,339 | ||||
Sterno Candle Lamp | |||||||
Balance as of January 1, 2014 | |||||||
Goodwill | 33,716 | ||||||
Goodwill, Acquired During Period | 6,266 | ||||||
Goodwill | 33,716 | 39,982 | $ 33,716 | ||||
PMAG | |||||||
Balance as of January 1, 2014 | |||||||
Goodwill | 24,400 | ||||||
FlexMag | |||||||
Balance as of January 1, 2014 | |||||||
Goodwill | 4,800 | ||||||
Precision Thin Metals | |||||||
Balance as of January 1, 2014 | |||||||
Goodwill | 6,500 | ||||||
5.11 Tactical | |||||||
Balance as of January 1, 2014 | |||||||
Goodwill, Acquired During Period | 92,966 | ||||||
Goodwill | $ 92,966 | ||||||
Manitoba Harvest | |||||||
Balance as of January 1, 2014 | |||||||
Goodwill, Acquired During Period | $ 37,900 | ||||||
Hemp Oil Canada, Inc. | |||||||
Balance as of January 1, 2014 | |||||||
Goodwill, Acquired During Period | $ 17,900 |
Goodwill and Other Intangible70
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | ||
Finite-Lived Intangible Assets [Line Items] | ||||
Other intangible assets, gross | $ 599,882 | $ 380,990 | ||
Total accumulated amortization | (132,854) | (102,631) | ||
Trade names, not subject to amortization | 72,183 | $ 147,600 | 72,328 | |
Total intangibles, net | 539,211 | 350,687 | ||
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Other intangible assets, gross | $ 304,751 | 212,454 | ||
Weighted average useful lives | 13 years | |||
Total accumulated amortization | $ (79,607) | (62,679) | ||
Technology and patents | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Other intangible assets, gross | $ 44,710 | 38,230 | ||
Weighted average useful lives | 9 years | |||
Total accumulated amortization | $ (18,290) | (16,481) | ||
Trade names, subject to amortization | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Other intangible assets, gross | $ 128,675 | 25,003 | ||
Weighted average useful lives | 15 years | |||
Total accumulated amortization | $ (6,833) | (4,639) | ||
Licensing and non-compete agreements | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Other intangible assets, gross | $ 7,845 | 6,024 | ||
Weighted average useful lives | 4 years | |||
Total accumulated amortization | $ (5,987) | (5,913) | ||
Permits And Airspace | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Other intangible assets, gross | [1] | $ 113,295 | 98,673 | |
Weighted average useful lives | [1] | 13 years | ||
Total accumulated amortization | $ (21,531) | (12,313) | ||
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 Intangible71
Goodwill and Other Intangible Assets - Summary of Estimated Charges to Amortization Expense of Intangible Assets (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,015 | $ 40,808 |
2,016 | 39,420 |
2,017 | 38,130 |
2,018 | 37,644 |
2,019 | 37,641 |
Total amortization expense | $ 193,643 |
Goodwill and Other Intangible72
Goodwill and Other Intangible Asset - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 01, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill - gross carrying amount | $ 507,637 | $ 390,655 | |
Accumulated impairment losses | (16,000) | 0 | |
Goodwill - net carrying amount | $ 491,637 | $ 390,655 | $ 336,872 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Loss on disposal of assets | $ 16,000 | ||
Long-term debt | 565,352 | ||
Term Loan Facility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt, gross | 565,658 | $ 320,125 | |
Fair Value, Measurements, Nonrecurring | Goodwill | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Loss on disposal of assets | 16,000 | ||
Fair Value, Measurements, Nonrecurring | Technology | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Loss on disposal of assets | 3,460 | ||
Fair Value, Measurements, Nonrecurring | Carrying Value | Goodwill | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets measured on nonrecurring basis | 35,767 | ||
Fair Value, Measurements, Nonrecurring | Carrying Value | Technology | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets measured on nonrecurring basis | 0 | ||
Northern International, Inc. | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of contingent consideration | 1,500 | 0 | |
Baby Tula, LLC | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of contingent consideration | 3,780 | $ 0 | |
Sterno Products | Northern International, Inc. | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 1,800 | ||
Contingent consideration term | 2 years | ||
Payments of contingent consideration | $ 500 | ||
Increase in contingent liability | $ 400 | ||
Ergobaby | Baby Tula, LLC | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 8,200 | ||
Fair value of contingent consideration | $ 3,800 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Assets and Liabilities Carried at Fair Value Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Liabilities: | |||
Total recorded at fair value | $ (5,010) | $ (50) | $ (50) |
Fair Value Measurements Recurring | Carrying Value | |||
Assets: | |||
investment - FOX | 141,767 | 249,747 | |
Liabilities: | |||
Total recorded at fair value | 126,038 | 236,214 | |
Fair Value Measurements Recurring | Estimate of Fair Value Measurement | Level 1 | |||
Assets: | |||
investment - FOX | 141,767 | 249,747 | |
Liabilities: | |||
Total recorded at fair value | 141,767 | 249,747 | |
Fair Value Measurements Recurring | Estimate of Fair Value Measurement | Level 2 | |||
Assets: | |||
investment - FOX | 0 | 0 | |
Liabilities: | |||
Total recorded at fair value | (10,719) | (13,483) | |
Fair Value Measurements Recurring | Estimate of Fair Value Measurement | Level 3 | |||
Assets: | |||
investment - FOX | 0 | 0 | |
Liabilities: | |||
Total recorded at fair value | (5,010) | (50) | |
Interest Rate Swap | Fair Value Measurements Recurring | Carrying Value | |||
Liabilities: | |||
Total recorded at fair value | (10,719) | (13,483) | |
Interest Rate Swap | Fair Value Measurements Recurring | Estimate of Fair Value Measurement | Level 1 | |||
Liabilities: | |||
Total recorded at fair value | 0 | 0 | |
Interest Rate Swap | Fair Value Measurements Recurring | Estimate of Fair Value Measurement | Level 2 | |||
Liabilities: | |||
Total recorded at fair value | (10,719) | (13,483) | |
Interest Rate Swap | Fair Value Measurements Recurring | Estimate of Fair Value Measurement | Level 3 | |||
Liabilities: | |||
Total recorded at fair value | 0 | 0 | |
Put Option | Fair Value Measurements Recurring | Carrying Value | |||
Liabilities: | |||
Total recorded at fair value | (180) | (50) | |
Put Option | Fair Value Measurements Recurring | Estimate of Fair Value Measurement | Level 1 | |||
Liabilities: | |||
Total recorded at fair value | 0 | 0 | |
Put Option | Fair Value Measurements Recurring | Estimate of Fair Value Measurement | Level 2 | |||
Liabilities: | |||
Total recorded at fair value | 0 | 0 | |
Put Option | Fair Value Measurements Recurring | Estimate of Fair Value Measurement | Level 3 | |||
Liabilities: | |||
Total recorded at fair value | (180) | $ (50) | |
Business Acquisition | Fair Value Measurements Recurring | Carrying Value | |||
Liabilities: | |||
Total recorded at fair value | (4,830) | ||
Business Acquisition | Fair Value Measurements Recurring | Estimate of Fair Value Measurement | Level 1 | |||
Liabilities: | |||
Total recorded at fair value | 0 | ||
Business Acquisition | Fair Value Measurements Recurring | Estimate of Fair Value Measurement | Level 2 | |||
Liabilities: | |||
Total recorded at fair value | 0 | ||
Business Acquisition | Fair Value Measurements Recurring | Estimate of Fair Value Measurement | Level 3 | |||
Liabilities: | |||
Total recorded at fair value | $ (4,830) |
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, 2016 | Dec. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Supplemental put liability, beginning balance | $ (50) | $ (50) |
Payment of contingent consideration | 450 | 0 |
Supplemental put liability, beginning balance | (5,010) | (50) |
Northern International, Inc. | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Contingent Consideration | (1,500) | 0 |
Baby Tula, LLC | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Contingent Consideration | (3,780) | 0 |
5.11 Tactical | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Put option issued to noncontrolling shareholder | (50) | 0 |
Liberty | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Increase in the fair value of put option of noncontrolling shareholders | $ (80) | $ 0 |
Fair Value Measurement - Summ76
Fair Value Measurement - Summary of Assets and Liabilities Carried at Fair Value Measured on Non-recurring Basis (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Impairment Expenses | $ 16,000 |
Fair Value, Measurements, Nonrecurring | Goodwill | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Impairment Expenses | 16,000 |
Fair Value, Measurements, Nonrecurring | Trade names, subject to amortization | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Impairment Expenses | 317 |
Fair Value, Measurements, Nonrecurring | Technology | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Impairment Expenses | 3,460 |
Fair Value, Measurements, Nonrecurring | Carrying Value | Goodwill | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | 35,767 |
Fair Value, Measurements, Nonrecurring | Carrying Value | Trade names, subject to amortization | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | 0 |
Fair Value, Measurements, Nonrecurring | Carrying Value | Technology | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | 0 |
Fair Value, Measurements, Nonrecurring | Estimate of Fair Value Measurement | Goodwill | Level 1 | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | 0 |
Fair Value, Measurements, Nonrecurring | Estimate of Fair Value Measurement | Goodwill | Level 2 | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | 0 |
Fair Value, Measurements, Nonrecurring | Estimate of Fair Value Measurement | Goodwill | Level 3 | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | 35,767 |
Fair Value, Measurements, Nonrecurring | Estimate of Fair Value Measurement | Trade names, subject to amortization | Level 1 | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | 0 |
Fair Value, Measurements, Nonrecurring | Estimate of Fair Value Measurement | Trade names, subject to amortization | Level 2 | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | 0 |
Fair Value, Measurements, Nonrecurring | Estimate of Fair Value Measurement | Trade names, subject to amortization | Level 3 | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | 0 |
Fair Value, Measurements, Nonrecurring | Estimate of Fair Value Measurement | Technology | Level 1 | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | 0 |
Fair Value, Measurements, Nonrecurring | Estimate of Fair Value Measurement | Technology | Level 2 | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | 0 |
Fair Value, Measurements, Nonrecurring | Estimate of Fair Value Measurement | Technology | Level 3 | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | 0 |
Customer relationships | Fair Value, Measurements, Nonrecurring | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Impairment Expenses | 2,426 |
Customer relationships | Fair Value, Measurements, Nonrecurring | Carrying Value | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | 0 |
Customer relationships | Fair Value, Measurements, Nonrecurring | Estimate of Fair Value Measurement | Level 1 | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | 0 |
Customer relationships | Fair Value, Measurements, Nonrecurring | Estimate of Fair Value Measurement | Level 2 | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | 0 |
Customer relationships | Fair Value, Measurements, Nonrecurring | Estimate of Fair Value Measurement | Level 3 | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | 0 |
Permits | Fair Value, Measurements, Nonrecurring | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Impairment Expenses | 1,177 |
Permits | Fair Value, Measurements, Nonrecurring | Carrying Value | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | 0 |
Permits | Fair Value, Measurements, Nonrecurring | Estimate of Fair Value Measurement | Level 1 | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | 0 |
Permits | Fair Value, Measurements, Nonrecurring | Estimate of Fair Value Measurement | Level 2 | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | 0 |
Permits | Fair Value, Measurements, Nonrecurring | Estimate of Fair Value Measurement | Level 3 | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | 0 |
Property, plant and equipment | Fair Value, Measurements, Nonrecurring | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Impairment Expenses | 1,824 |
Property, plant and equipment | Fair Value, Measurements, Nonrecurring | Carrying Value | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | 0 |
Property, plant and equipment | Fair Value, Measurements, Nonrecurring | Estimate of Fair Value Measurement | Level 1 | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | 0 |
Property, plant and equipment | Fair Value, Measurements, Nonrecurring | Estimate of Fair Value Measurement | Level 2 | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | 0 |
Property, plant and equipment | Fair Value, Measurements, Nonrecurring | Estimate of Fair Value Measurement | Level 3 | |
Fair Value Assets Liabilities Quantitative Information [Line Items] | |
Assets measured on nonrecurring basis | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Aug. 31, 2016 | Jun. 06, 2014 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 15, 2016 | Jun. 30, 2014 |
Debt Instrument [Line Items] | ||||||||
Long-term debt | $ 565,352,000 | $ 565,352,000 | ||||||
Debt modification and extinguishment costs | 5,986,000 | $ 440,000 | $ 7,370,000 | |||||
Quarterly term loan facility payment | 108,000 | 121,000 | 62,000 | |||||
Interest Rate Swap | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount of debt hedged | 220,000,000 | 220,000,000 | ||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit agreement for prior revolving credit facility and prior term loan facility | 4,400,000 | 4,400,000 | 0 | |||||
Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit agreement for prior revolving credit facility and prior term loan facility | 565,658,000 | 565,658,000 | 320,125,000 | |||||
2014 Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance cost | $ 6,000,000 | $ 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 | |||||||
2016 Incremental Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Unamortized Discount | $ 1,900,000 | $ 4,600,000 | ||||||
Debt issuance cost | 6,000,000 | |||||||
2011 Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt modification and extinguishment costs | 2,100,000 | |||||||
Letter of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Letter of credit, aggregate face amount | 100,000,000 | 100,000,000 | ||||||
Letter of credit outstanding | 4,200,000 | 4,200,000 | 4,200,000 | |||||
Debt instrument fees amount | 100,000 | 100,000 | $ 100,000 | $ 100,000 | ||||
Loans Payable | 2014 Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Letter of credit, aggregate face amount | 725,000,000 | |||||||
Loans Payable | 2014 Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Letter of credit, aggregate face amount | $ 325,000,000 | 325,000,000 | 325,000,000 | |||||
Frequency of required payments | quarterly | |||||||
Term loan facility discount | 99.25% | 99.50% | ||||||
Long-term Debt, Maturities, Increase (Decrease) to Quarterly Payments | $ 1,400,000 | |||||||
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 | 2016 Incremental Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Letter of credit, aggregate face amount | 250,000,000 | 250,000,000 | ||||||
Line of credit facility borrowing capacity increase | 250,000,000 | |||||||
Line of Credit | 2014 Revolving Credit Facility | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility obtained | $ 400,000,000 | $ 550,000,000 | $ 550,000,000 | $ 400,000,000 | ||||
Line of credit facility borrowing capacity increase | $ 150,000,000 | |||||||
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, 2016 | |
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 4:25:1.0 |
Debt - Summary of Debt Holdings
Debt - Summary of Debt Holdings (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Total debt | $ 565,352 | ||
Less: Current portion, term loan facilities | (5,685) | $ (3,250) | |
Long term debt | 551,652 | 308,639 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 4,400 | 0 | |
Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 565,658 | 320,125 | |
Deferred financing costs | (8,015) | (4,603) | |
Original Issue Discount | |||
Debt Instrument [Line Items] | |||
Original issue discount | [1] | (4,706) | (3,633) |
Debt Net Of Discount | |||
Debt Instrument [Line Items] | |||
Total debt | $ 557,337 | $ 311,889 | |
[1] | The Company recorded $4.6 million in original issue discount upon issuance of the 2014 Term Loan Facility in June 2014 and $1.9 million in original issue discount upon issuance of the 2016 Incremental Term Loan. This discount is being amortized over the life of the 2014 Term Loan Facility and 2016 Incremental Term Loan. |
Debt - Summary of Annual Maturi
Debt - Summary of Annual Maturities of Term Loan Facility and Revolving Credit Facility (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Debt Disclosure [Abstract] | |
2,017 | $ 5,685 |
2,018 | 5,685 |
2,019 | 10,085 |
2,020 | 5,685 |
2,021 | 538,212 |
Total debt | $ 565,352 |
Debt - Summary of Components of
Debt - Summary of Components of Interest Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |||
Interest on credit facilities | $ 19,861 | $ 17,590 | $ 16,392 |
Unused fee on Revolving Credit Facility | 1,947 | 1,612 | 1,914 |
Amortization of original issue discount | 802 | 671 | 882 |
Unrealized losses on interest rate derivatives | 1,539 | 5,662 | 7,709 |
Letter of credit fees | 108 | 121 | 62 |
Other | 415 | 286 | 138 |
Interest expense | 24,672 | 25,942 | 27,097 |
Average daily balance of debt outstanding | $ 477,656 | $ 443,348 | $ 379,034 |
Effective interest rate | 5.20% | 5.90% | 7.20% |
Debt - Issuance Costs (Details)
Debt - Issuance Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Deferred debt issuance costs | $ 18,960 | $ 12,974 |
Accumulated amortization | (6,248) | (3,508) |
Deferred debt issuance costs, net | 12,712 | 9,466 |
Other noncurrent assets | ||
Debt Instrument [Line Items] | ||
Deferred debt issuance costs, net | 4,698 | 4,863 |
Long-term debt | ||
Debt Instrument [Line Items] | ||
Deferred debt issuance costs, net | $ 8,014 | $ 4,603 |
Derivative Instruments and He83
Derivative Instruments and Hedging Activities - Additional Information (Detail) $ in Thousands | Mar. 31, 2016USD ($) | Sep. 16, 2014USD ($) | Oct. 31, 2011USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016EUR (€) | Dec. 31, 2015EUR (€) |
Derivative [Line Items] | ||||||||
Fair value loss on derivative | $ 1,539 | $ 5,662 | $ 7,722 | |||||
Fair value of interest | 10,719 | 13,483 | ||||||
Payments on derivatives | 4,303 | 2,007 | $ 2,008 | |||||
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 | 10,700 | 13,000 | ||||||
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 | |||||||
Payments on derivatives | $ 500 | |||||||
Three-Year Interest Rate Swap | Other Current Liabilities [Member] | ||||||||
Derivative [Line Items] | ||||||||
Fair value of interest | 4,010 | 3,914 | ||||||
Three-Year Interest Rate Swap | Long-term debt | ||||||||
Derivative [Line Items] | ||||||||
Fair value of interest | $ 6,709 | $ 9,569 | ||||||
Foreign Currency Contracts | ||||||||
Derivative [Line Items] | ||||||||
Notional amount | € | € 800,000 | € 1,600,000 | ||||||
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Income Tax Examination [Line Items] | ||||||
Recognized deferred tax liabilities | $ (156,285) | $ (111,556) | ||||
Valuation allowance | [1] | (7,256) | (1,308) | |||
Reductions for prior years’ tax positions | 16 | [2] | 15 | $ 7,620 | ||
Unrecognized tax benefits, if recognized, would affect the Company's effective tax rate | $ 10,400 | $ 200 | ||||
FOX | ||||||
Income Tax Examination [Line Items] | ||||||
Reductions for prior years’ tax positions | [2] | $ 7,600 | ||||
[1] | Primarily relates to the 5.11 and Arnold operating segments. | |||||
[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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Domestic (including U.S. exports) | $ 63,783 | $ 29,432 | $ 267,796 |
Foreign subsidiaries | (564) | (5,440) | 7,327 |
Income Before Income Taxes | $ 63,219 | $ 23,992 | $ 275,123 |
Income Taxes - Components of 86
Income Taxes - Components of the Company's Income Tax Provision (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current taxes | |||
Federal | $ 12,994 | $ 16,079 | $ 16,821 |
State | 2,486 | 2,567 | (2,728) |
Foreign | 3,857 | 688 | 1,008 |
Total current taxes | 19,337 | 19,334 | 15,101 |
Deferred taxes: | |||
Federal | (5,816) | (764) | (8,238) |
State | (1,357) | 70 | (1,394) |
Foreign | (2,695) | (3,639) | (423) |
Total deferred taxes | (9,868) | (4,333) | (10,055) |
Total tax provision | $ 9,469 | $ 15,001 | $ 5,046 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred tax assets: | |||
Tax credits | $ 11,485 | $ 60 | |
Accounts receivable and allowances | 1,032 | 661 | |
Net operating loss carryforwards | 28,896 | 6,254 | |
Accrued expenses | 7,324 | 5,927 | |
Other | 3,966 | 3,243 | |
Valuation allowance (1) | 52,703 | 16,145 | |
Valuation allowance | [1] | (7,256) | (1,308) |
Net deferred tax assets | 45,447 | 14,837 | |
Deferred tax liabilities: | |||
Intangible assets | (120,645) | (92,083) | |
Property and equipment | (19,810) | (17,750) | |
Repatriation of foreign earnings | (8,973) | 0 | |
Prepaid and other expenses | (6,857) | (1,723) | |
Total deferred tax liabilities | (156,285) | (111,556) | |
Total net deferred tax liability | $ (110,838) | $ (96,719) | |
[1] | Primarily relates to the 5.11 and Arnold operating segments. |
Income Taxes - Reconciliation B
Income Taxes - Reconciliation Between Federal Statutory Rate and Effective Income Tax Rate (Detail) | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Income Tax Disclosure [Abstract] | |||||
United States Federal Statutory Rate | 35.00% | 35.00% | 35.00% | ||
State income taxes (net of Federal benefits) | 0.60% | 6.50% | (1.00%) | ||
Foreign income taxes | 1.50% | 1.20% | (0.30%) | ||
Expenses of Compass Group Diversified Holdings, LLC representing a pass through to shareholders | [1] | 3.60% | 29.10% | 2.30% | |
Effect of (gain) loss on equity method investment | [1] | (41.20%) | (6.60%) | (1.40%) | |
Effect of deconsolidation of subsidiary | (0.00%) | [2] | (0.00%) | (33.60%) | |
Impact of subsidiary employee stock options | 1.30% | 1.30% | 0.00% | ||
Domestic production activities deduction | (0.90%) | (3.20%) | (0.30%) | ||
Non-deductible acquisition costs | 1.90% | 0.00% | 0.10% | ||
Effect of undistributed foreign earnings | 4.20% | 0.00% | 0.00% | ||
Non-recognition of NOL carryforwards at subsidiaries | 3.60% | (6.10%) | 0.50% | ||
Other | 5.40% | 5.30% | 0.50% | ||
Effective income tax rate | 15.00% | 62.50% | 1.80% | ||
[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. |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Beginning balance | $ 389 | $ 433 | $ 7,960 | |
Additions for current years’ tax positions | 64 | 73 | 19 | |
Additions for prior years’ tax positions | 10,150 | 0 | 141 | |
Reductions for prior years’ tax positions (1) | (16) | [1] | (15) | (7,620) |
Reductions for settlements | 0 | 0 | 0 | |
Reductions for expiration of statute of limitations | (87) | (102) | (67) | |
Ending balance | $ 10,500 | $ 389 | $ 433 | |
[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 | Dec. 31, 2016 | Dec. 31, 2015 |
Defined Benefit Plan Disclosure [Line Items] | ||
2,017 | $ 676 | |
Long-term debt | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Unfunded liability | $ (3,255) | $ (2,495) |
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, 2016 | Dec. 31, 2015 | |
Change in benefit obligation: | |||
Benefit obligation, beginning of year | $ 13,392 | $ 14,712 | |
Service cost | $ 425 | 409 | 578 |
Interest cost | $ 271 | 130 | 167 |
Actuarial (gain)/loss | 817 | 143 | |
Employee contributions and transfer | 0 | (497) | |
Plan amendment | 315 | (107) | |
Benefits paid | (810) | (1,579) | |
Foreign currency translation | (449) | (25) | |
Benefit obligation, end of year | 13,804 | 13,392 | |
Change in plan assets: | |||
Fair value of assets, beginning of period | 10,897 | 11,408 | |
Actual return on plan assets | 122 | 310 | |
Company contribution | 390 | 427 | |
Employee contributions and transfer | 0 | (497) | |
Benefits paid | (810) | (1,579) | |
Foreign currency translation | (365) | (19) | |
Fair value of assets, end of period | 10,549 | 10,897 | |
Defined Benefit Plan, Assets Transferred to (from) Plan | $ 315 | $ 350 |
Defined Benefit Plan - Summar92
Defined Benefit Plan - Summary of Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2016 | Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |||
Service cost | $ 425 | $ 409 | $ 578 |
Interest cost | 271 | 130 | 167 |
Expected return on plan assets | (468) | 15 | 310 |
Net periodic benefit cost | $ 228 | $ 554 | $ 1,055 |
Defined Benefit Plan - Summar93
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, 2016 | Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | ||
Discount rate | 0.65% | 1.00% |
Expected return on plan assets | 1.40% | 1.40% |
Rate of compensation increase | 1.00% | 1.00% |
Defined Benefit Plan - Summar94
Defined Benefit Plan - Summary of Expected Foreign Plan Benefit Payments (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Compensation and Retirement Disclosure [Abstract] | |
2,017 | $ 676 |
2,018 | 502 |
2,019 | 873 |
2,020 | 1,132 |
2,021 | 645 |
Thereafter | 3,140 |
Total | $ 6,968 |
Defined Benefit Plan - Summar95
Defined Benefit Plan - Summary of Allocation of Assets in Swiss Life's Group Life Portfolio (Detail) - Pension Plan | Dec. 31, 2016 |
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 | 68.00% |
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 | 1.00% |
Real estate | |
Defined Benefit Plan Disclosure [Line Items] | |
Allocation of pension plan assets | 15.00% |
Equity and other investments | |
Defined Benefit Plan Disclosure [Line Items] | |
Allocation of pension plan assets | 9.00% |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2016 | Nov. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | 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 | 500,000,000 | |||||||||||||||||||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||||||||||||||
Trust shares, issued (in shares) | 5,600,000 | 5,600,000 | 6,000,000 | |||||||||||||||||||||
Offering price (dollars per share) | $ 18.65 | |||||||||||||||||||||||
Proceeds from issuance of Trust shares | $ 99,400 | $ 99,359 | $ 0 | $ 99,868 | ||||||||||||||||||||
Less: Profit Allocation paid to Holders | $ 23,779 | $ 17,731 | $ 11,870 | |||||||||||||||||||||
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 | |||||||||||
Percent of allocation interests assigned to holders | 100.00% | |||||||||||||||||||||||
Retained Earnings | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Equity Method Investment, Cash Distributions Declared | $ (13,354) | |||||||||||||||||||||||
CamelBak and American Furniture | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Holders paid related to contribution based profit | $ 14,600 | |||||||||||||||||||||||
Proceeds from Equity Method Investment, Dividends or Distributions, Return of Capital | $ 14,600 | |||||||||||||||||||||||
FOX | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Ownership holding period | 5 years | |||||||||||||||||||||||
Proceeds from Equity Method Investment, Dividends or Distributions, Return of Capital | 7,000 | $ 8,200 | $ 8,600 | $ 11,900 | ||||||||||||||||||||
Equity Method Investment, Cash Distributions Declared | $ (13,354) | $ (11,600) | $ (8,600) | |||||||||||||||||||||
Ergobaby | ||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||
Ownership holding period | 5 years | |||||||||||||||||||||||
Holders paid related to contribution based profit | $ 3,100 | $ 3,100 |
Stockholder's Equity Stockhol97
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 | 11 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Nov. 14, 2014 | Dec. 13, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | |||||||||||||
Income from continuing operations | $ 51,788 | $ 3,858 | $ 258,416 | ||||||||||
Less: Profit Allocation paid to Holders | 23,779 | 17,731 | 11,870 | ||||||||||
Less: Effect of contribution based profit—Holding Event | 2,862 | 2,804 | 2,259 | ||||||||||
Income (loss) from Holdings attributable to Trust common shares | 25,147 | (16,677) | 244,287 | ||||||||||
Income from discontinued operations attributable to Holdings | 2,898 | 157,980 | 20,419 | ||||||||||
Income from discontinued operations attributable to Trust common shares | $ 2,898 | $ 157,980 | $ 19,873 | ||||||||||
Basic and diluted weighted average shares outstanding (in shares) | 48,300 | 54,300 | 54,591 | 54,300 | 49,089 | ||||||||
Income from operations—Basic and fully diluted (in dollars per share) | $ (0.14) | $ 0.72 | $ (0.05) | $ (0.31) | $ (0.37) | $ 0.14 | $ 0.28 | $ (0.42) | $ 0.46 | $ (0.30) | $ 4.98 | ||
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Diluted Share | $ 0 | $ 0.03 | $ 0.11 | $ 0 | $ (0.02) | $ 2.87 | $ 0.12 | $ (0.05) | 0.05 | 2.91 | 0.40 | ||
Earnings Per Share, Diluted | $ 0.51 | $ 2.61 | $ 5.38 | ||||||||||
Discontinued Operations, Disposed of by Sale | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Less: Effect of contribution based profit—Holding Event | $ 0 | $ 546 |
Noncontrolling Interest - Compa
Noncontrolling Interest - Company's Ownership Percentage of its Majority Owned Operating Segments and Related Noncontrolling Interest (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 1080 Months Ended | ||||||||
Dec. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | May 11, 2106 | ||||||
Noncontrolling Interest [Line Items] | |||||||||||||
Distribution To Shareholders | $ 78,192 | $ 78,192 | $ 69,552 | ||||||||||
Payments Of Distributions To Shareholders | 78,192 | 78,192 | 69,552 | ||||||||||
Allocated Share-based Compensation Expense | $ 4,400 | $ 3,200 | $ 3,800 | ||||||||||
5.11 Tactical | Primary | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
% Ownership | [1] | 97.50% | 97.50% | ||||||||||
5.11 Tactical | Fully Diluted | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
% Ownership | [1] | 85.10% | 85.10% | ||||||||||
Ergobaby | Primary | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
% Ownership | [1] | 83.50% | 83.50% | 81.00% | 81.00% | ||||||||
Ergobaby | Fully Diluted | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
% Ownership | [1] | 76.90% | 76.90% | 74.20% | 74.30% | ||||||||
Liberty | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
Distribution To Shareholders | $ 35,300 | ||||||||||||
Payments Of Distributions To Shareholders | $ 5,300 | ||||||||||||
Proceeds from Stock Options Exercised | $ 3,800 | ||||||||||||
Liberty | Primary | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
% Ownership | 88.60% | [1] | 88.60% | 88.60% | 88.60% | 88.60% | [1] | 96.20% | [1] | 96.20% | [1] | ||
Liberty | Fully Diluted | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
% Ownership | 84.70% | [1] | 84.70% | 84.70% | 84.70% | 84.70% | [1] | 84.60% | [1] | 84.80% | [1] | ||
Manitoba Harvest | Primary | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
% Ownership | [1] | 76.60% | 76.60% | 76.60% | |||||||||
Manitoba Harvest | Fully Diluted | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
% Ownership | [1] | 65.60% | 65.60% | 65.60% | |||||||||
ACI | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
Distribution To Shareholders | $ 60,100 | ||||||||||||
Payments Of Distributions To Shareholders | 18,400 | ||||||||||||
ACI | Primary | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
% Ownership | [1] | 69.40% | 69.40% | 69.40% | 69.40% | ||||||||
ACI | Fully Diluted | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
% Ownership | [1] | 69.30% | 69.30% | 69.30% | 69.30% | ||||||||
Arnold Magnetics | Primary | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
% Ownership | [1] | 96.70% | 96.70% | 96.70% | 96.70% | ||||||||
Arnold Magnetics | Fully Diluted | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
% Ownership | [1] | 84.70% | 84.70% | 87.30% | 87.50% | ||||||||
Clean Earth Holdings | Primary | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
% Ownership | [1] | 97.50% | 97.50% | 97.50% | 97.90% | ||||||||
Clean Earth Holdings | Fully Diluted | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
% Ownership | [1] | 79.80% | 79.80% | 86.20% | 86.20% | ||||||||
Sterno Candle Lamp | Primary | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
% Ownership | [1] | 100.00% | 100.00% | 100.00% | 100.00% | ||||||||
Sterno Candle Lamp | Fully Diluted | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
% Ownership | [1] | 89.50% | 89.50% | 89.70% | 91.70% | ||||||||
Term Loan Facility | Liberty | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
Letter of credit, aggregate face amount | $ 38,000 | 38,000 | $ 38,000 | ||||||||||
Term Loan Facility | ACI | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
Letter of credit, aggregate face amount | 61,000 | 61,000 | 61,000 | ||||||||||
Revolving Credit Facility | Liberty | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
Letter of credit, aggregate face amount | $ 5,000 | $ 5,000 | $ 5,000 | ||||||||||
Employee Stock Option [Member] | Liberty | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 75,095 | ||||||||||||
Allocated Share-based Compensation Expense | $ 300 | ||||||||||||
Management [Member] | Liberty | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
% Ownership | 11.40% | 11.40% | 11.40% | ||||||||||
Amount Of Shares Purchased From Noncontrolling Shareholders | $ 1,500 | $ 1,500 | $ 1,500 | ||||||||||
Ergobaby | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
Treasury Stock, Shares, Acquired | 6,204 | 77,425 | |||||||||||
Payments for Repurchase of Common Stock | $ 1,400 | $ 15,400 | |||||||||||
Stock issued during period from exercised stock options | 10,989 | ||||||||||||
Ergobaby | Primary | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
% Ownership | 77.90% | 77.90% | 77.90% | ||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 83.50% | 83.90% | 83.90% | 83.90% | 83.50% | ||||||||
Ergobaby | Fully Diluted | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
% Ownership | 71.20% | 71.20% | 71.20% | ||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 76.90% | 76.20% | 76.20% | 76.20% | 76.90% | ||||||||
Ergobaby | New Baby Tula, LLC [Member] | |||||||||||||
Noncontrolling Interest [Line Items] | |||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 8,200 | ||||||||||||
[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. |
Noncontrolling Interest - Summa
Noncontrolling Interest - Summary of Each Purchase of Noncontrolling Interest (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||||
Noncontrolling Interest [Line Items] | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 38,139 | $ 46,219 | ||||||
5.11 Tactical | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | 5,934 | |||||||
Ergobaby | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | 18,647 | 17,754 | ||||||
FOX | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | 0 | 0 | ||||||
Liberty | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | 2,681 | 2,934 | ||||||
Manitoba Harvest | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | 13,687 | 14,071 | ||||||
ACI | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | (11,220) | 4,295 | ||||||
Arnold Magnetics | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | 1,536 | 2,113 | ||||||
Clean Earth Holdings | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | 5,469 | 4,308 | ||||||
Sterno Candle Lamp | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | 1,305 | 644 | ||||||
Allocation Interests | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 100 | $ 100 | ||||||
Primary | 5.11 Tactical | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
% Ownership | [1] | 97.50% | ||||||
Primary | Ergobaby | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
% Ownership | [1] | 83.50% | 81.00% | 81.00% | ||||
Primary | Liberty | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
% Ownership | 88.60% | [1] | 88.60% | 96.20% | [1] | 96.20% | [1] | |
Primary | Manitoba Harvest | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
% Ownership | [1] | 76.60% | 76.60% | |||||
Primary | ACI | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
% Ownership | [1] | 69.40% | 69.40% | 69.40% | ||||
Primary | Arnold Magnetics | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
% Ownership | [1] | 96.70% | 96.70% | 96.70% | ||||
Primary | Clean Earth Holdings | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
% Ownership | [1] | 97.50% | 97.50% | 97.90% | ||||
Primary | Sterno Candle Lamp | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
% Ownership | [1] | 100.00% | 100.00% | 100.00% | ||||
Fully Diluted | 5.11 Tactical | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
% Ownership | [1] | 85.10% | ||||||
Fully Diluted | Ergobaby | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
% Ownership | [1] | 76.90% | 74.20% | 74.30% | ||||
Fully Diluted | Liberty | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
% Ownership | 84.70% | [1] | 84.70% | 84.60% | [1] | 84.80% | [1] | |
Fully Diluted | Manitoba Harvest | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
% Ownership | [1] | 65.60% | 65.60% | |||||
Fully Diluted | ACI | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
% Ownership | [1] | 69.30% | 69.30% | 69.30% | ||||
Fully Diluted | Arnold Magnetics | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
% Ownership | [1] | 84.70% | 87.30% | 87.50% | ||||
Fully Diluted | Clean Earth Holdings | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
% Ownership | [1] | 79.80% | 86.20% | 86.20% | ||||
Fully Diluted | Sterno Candle Lamp | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
% Ownership | [1] | 89.50% | 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. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating lease expiration period | One year or more | ||
Rent expenses | $ 15.9 | $ 10.7 | $ 9.1 |
Commitments and Contingencie101
Commitments and Contingencies - Summary of Future Minimum Rental Commitments under Operating Leases (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,015 | $ 15,002 |
2,016 | 12,882 |
2,017 | 10,363 |
2,018 | 9,412 |
2,019 | 7,824 |
Thereafter | 40,409 |
Total | $ 95,892 |
Supplemental Data - Summary of
Supplemental Data - Summary of Supplemental Balance Sheet Data (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of accrued expenses: | ||
Accrued payroll and fringes | $ 22,440 | $ 18,350 |
Accrued taxes | 5,307 | 1,435 |
Income taxes payable | 6,232 | 2,164 |
Accrued interest | 182 | 70 |
Accrued rebates | 12,289 | 8,081 |
Warranty payable | 1,258 | 1,259 |
Accrued inventory | 20,763 | 0 |
Accrued transportation and disposal costs | 7,324 | 5,714 |
Other accrued expenses | 15,246 | 6,694 |
Total | 91,041 | 43,767 |
Warranty liability: | ||
Beginning balance | 1,259 | 1,264 |
Accrual | 252 | 343 |
Warranty payments | (253) | (348) |
Ending balance | $ 1,258 | $ 1,259 |
Supplemental Data - Summary 103
Supplemental Data - Summary of Supplemental Cash Flow Data (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Payables and Accruals [Abstract] | |||
Interest paid | $ 22,840 | $ 21,180 | $ 21,455 |
Taxes paid | $ 15,324 | $ 6,494 | $ 12,226 |
Supplemental Data - Statement o
Supplemental Data - Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Foreign currency gain (loss) | $ (1,386) | $ (2,561) | $ 389 |
Gain (loss) on sale of capital assets | (1,249) | (138) | (288) |
Other income (expense) | (284) | 376 | (778) |
Other expense, net | $ (2,919) | $ (2,323) | $ (677) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Jul. 10, 2014USD ($)$ / sharesshares | Aug. 13, 2013$ / sharesshares | Jun. 18, 2012 | Aug. 23, 2011shares | May 16, 2006 | Jul. 31, 2014USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016executivevendor | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($)vendor | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Nov. 30, 2016 | Aug. 31, 2016USD ($) | Feb. 29, 2016 | Jul. 10, 2015USD ($) | Oct. 10, 2014USD ($) |
Related Party Transaction [Line Items] | |||||||||||||||||||
Notes Payable, Related Parties | $ 7,400,000 | $ 7,400,000 | |||||||||||||||||
Unpaid management fees incurred | $ 20,848,000 | $ 5,863,000 | 20,848,000 | $ 5,863,000 | |||||||||||||||
Less: Profit Allocation paid to Holders | 23,779,000 | 17,731,000 | $ 11,870,000 | ||||||||||||||||
Payments to Noncontrolling Interests | $ 23,630,000 | 0 | 0 | ||||||||||||||||
Percentage of allocation agreement | 39.60% | ||||||||||||||||||
Integration service fees | $ 1,700,000 | 3,500,000 | 1,000,000 | ||||||||||||||||
Reimbursement of occupancy and staffing costs to CGM | 3,800,000 | 3,500,000 | 4,500,000 | ||||||||||||||||
Stock issued during period shares acquisitions through private placement (in shares) | shares | 1,575,000 | ||||||||||||||||||
Company's ownership interest before transaction | 53.00% | ||||||||||||||||||
Company's ownership interest after transaction | 41.00% | ||||||||||||||||||
Investment owned, balance, shares | shares | 15,108,718 | ||||||||||||||||||
Gain on deconsolidation of subsidiary | $ 264,300,000 | $ 264,300,000 | 0 | 0 | 264,325,000 | ||||||||||||||
Rent expenses | 15,900,000 | 10,700,000 | 9,100,000 | ||||||||||||||||
Parent Company | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Consideration received from sale of stock | $ 65,500,000 | ||||||||||||||||||
Secondary Offering | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Sale of stock (dollars per share) | $ / shares | $ 15.50 | ||||||||||||||||||
Secondary Offering | Subsidiaries | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of shares to be sold by shareholders | shares | 5,750,000 | ||||||||||||||||||
Secondary Offering | Parent Company | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of shares to be sold by shareholders | shares | 4,466,569 | ||||||||||||||||||
Over-Allotment Option | Subsidiaries | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of shares to be sold by shareholders | shares | 750,000 | ||||||||||||||||||
Over-Allotment Option | Parent Company | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of shares to be sold by shareholders | shares | 633,955 | ||||||||||||||||||
Clean Earth Holdings | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Integration service fees | $ 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 | $ 500,000 | |||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 13.00% | ||||||||||||||||||
5.11 Tactical | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Integration service fees | $ 3,500,000 | $ 3,500,000 | |||||||||||||||||
Integration service fees | $ 1,200,000 | ||||||||||||||||||
Employees and Partners of the Manager | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Percentage of allocation agreement | 60.40% | 58.80% | |||||||||||||||||
Board of Directors Chairman | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Percentage of allocation agreement | 5.00% | ||||||||||||||||||
Founding Partner | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Percentage of allocation agreement | 29.60% | ||||||||||||||||||
Liberty | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Effect of FOX IPO proceeds | $ (1,476,000) | ||||||||||||||||||
Liberty | Non-Controlling Interest | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Effect of FOX IPO proceeds | (469,000) | ||||||||||||||||||
Liberty | Stockholders' Equity Attributable to Holdings | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Effect of FOX IPO proceeds | (1,007,000) | ||||||||||||||||||
Ergobaby | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Holders paid related to contribution based profit | $ 3,100,000 | 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 | ||||||||||||||||||
Number of shares to be sold by shareholders | shares | 7,000,000 | ||||||||||||||||||
Sale of stock (dollars per share) | $ / shares | $ 15 | ||||||||||||||||||
Term of lease | 2018-07 | ||||||||||||||||||
Outstanding inter company loan repaid | 2013-07 | ||||||||||||||||||
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 | |||||||||||||||||
Vendor | 5.11 Tactical | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Non-controlling interest percent | 40.00% | 40.00% | |||||||||||||||||
Purchases from related party | $ 2,300,000 | ||||||||||||||||||
Vendor | Executive Officer | 5.11 Tactical | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of Related Party Vendors | vendor | 1 | ||||||||||||||||||
CGI Diversified Holdings LP | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Percentage of allocation agreement | 5.00% | ||||||||||||||||||
FOX | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Equity Method Investment, Cash Distributions Declared | $ 13,354,000 | $ 11,600,000 | $ 8,600,000 | ||||||||||||||||
Non-controlling interest percent | 14.00% | 33.00% | 14.00% | 23.00% | 41.00% | ||||||||||||||
Company's ownership interest after transaction | 41.00% | ||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 14.00% | ||||||||||||||||||
Sarbanes-Oxley Act Service Agreement | Equity Method Investee [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Service fee | $ 72,000 | ||||||||||||||||||
Purchase of Raw Materials | Liberty | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of Related Party Vendors | vendor | 2 | ||||||||||||||||||
Purchase of Raw Materials | Liberty | Executive Officer | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of Related Parties | executive | 2 | ||||||||||||||||||
Purchase of Raw Materials | Family Members of Management, Vendor | Liberty | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Purchases from related party | 2,500,000 | 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 | $ 50,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Incurred Management Fees (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | $ 29,406 | $ 25,658 | $ 21,872 |
Tridien | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 200 | 400 | 400 |
Management Service Agreement with CGM | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 29,406 | 25,658 | 21,872 |
Management Service Agreement with CGM | 5.11 Tactical | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 333 | ||
Management Service Agreement with CGM | Ergobaby | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 500 | 500 | 500 |
Management Service Agreement with CGM | Liberty | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 500 | 500 | 500 |
Management Service Agreement with CGM | Manitoba Harvest | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 350 | 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 | 500 | 125 |
Management Service Agreement with CGM | Sterno Candle Lamp | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | 500 | 500 | 125 |
Management Service Agreement with CGM | Corporate | |||
Schedule of Other Related Party Transactions [Line Items] | |||
Management Fee | $ 25,723 | $ 22,483 | $ 19,622 |
Unaudited Quarterly Financia107
Unaudited Quarterly Financial Data - Summary of Unaudited Quarterly Financial Data (Detail) $ / shares in Units, CAD in Millions | Aug. 31, 2016USD ($) | Jul. 10, 2015CAD | Jul. 10, 2015USD ($) | Jul. 10, 2014USD ($)shares | Dec. 31, 2016USD ($)shares | Nov. 30, 2014USD ($)$ / sharesshares | Dec. 31, 2014shares | Dec. 31, 2016USD ($)$ / shares | Sep. 30, 2016USD ($)$ / shares | Jun. 30, 2016USD ($)$ / shares | Mar. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)$ / shares | Sep. 30, 2015USD ($)$ / shares | Jun. 30, 2015USD ($)$ / shares | Mar. 31, 2015USD ($)$ / shares | Aug. 03, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 21, 2016USD ($) | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($)$ / shares | Jun. 06, 2014USD ($) | |
Selected Quarterly Financial Information [Line Items] | |||||||||||||||||||||||
Goodwill, Impaired, Accumulated Impairment Loss | $ 16,000,000 | $ 16,000,000 | $ 0 | $ 16,000,000 | $ 0 | ||||||||||||||||||
Discontinued Operation, Gain on Disposal of Discontinued Operation, Net of Tax | $ 151,100,000 | ||||||||||||||||||||||
Net sales | $ 15,978,000 | $ 15,212,000 | $ 14,760,000 | 18,555,000 | $ 79,409,000 | $ 89,519,000 | $ 94,409,000 | ||||||||||||||||
Total revenues | 318,561,000 | 252,285,000 | [1] | 214,176,000 | 193,287,000 | 199,531,000 | 184,830,000 | 180,757,000 | 162,860,000 | 789,312,000 | 552,592,000 | $ 568,235,000 | |||||||||||
Gross profit | 103,366,000 | 82,415,000 | [1] | 76,670,000 | 64,119,000 | 67,598,000 | 64,750,000 | 59,025,000 | 49,363,000 | 326,570,000 | 240,736,000 | 205,017,000 | |||||||||||
Operating income | (10,867,000) | 11,358,000 | [1] | 10,489,000 | 8,081,000 | 16,397,000 | 14,628,000 | 14,119,000 | 4,774,000 | 19,061,000 | 49,918,000 | 31,892,000 | |||||||||||
Income (loss) from continuing operations | 1,802,000 | 48,544,000 | [1] | 18,017,000 | (14,614,000) | 1,839,000 | 10,009,000 | 18,467,000 | (21,324,000) | 53,749,000 | 8,991,000 | 270,077,000 | |||||||||||
Net income (loss) attributable to Holdings | $ 1,764,000 | $ 49,705,000 | [1] | $ 19,239,000 | $ (16,023,000) | $ (2,217,000) | $ 164,500,000 | $ 24,457,000 | $ (24,902,000) | $ 54,685,000 | $ 161,838,000 | $ 278,835,000 | |||||||||||
Continuing operations (in dollars per share) | $ / shares | $ (0.14) | $ 0.72 | $ (0.05) | $ (0.31) | $ (0.37) | $ 0.14 | $ 0.28 | $ (0.42) | $ 0.46 | $ (0.30) | $ 4.98 | ||||||||||||
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Diluted Share | $ / shares | 0 | 0.03 | 0.11 | 0 | (0.02) | 2.87 | 0.12 | (0.05) | $ 0.05 | $ 2.91 | $ 0.40 | ||||||||||||
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 | $ (0.14) | $ 0.75 | [1] | $ 0.06 | $ (0.31) | $ (0.39) | $ 3.01 | $ 0.40 | $ (0.47) | ||||||||||||||
Trust shares, issued (in shares) | shares | 5,600,000 | 5,600,000 | 6,000,000 | ||||||||||||||||||||
Offering price (dollars per share) | $ / shares | $ 18.65 | ||||||||||||||||||||||
Proceeds from issuance of Trust shares | $ 99,400,000 | $ 99,359,000 | $ 0 | $ 99,868,000 | |||||||||||||||||||
Company's ownership interest after transaction | 41.00% | ||||||||||||||||||||||
Gains (losses) on extinguishment of debt | 0 | 0 | (2,143,000) | ||||||||||||||||||||
Operating income | $ 1,107,000 | $ (577,000) | $ (2,201,000) | $ 4,797,000 | $ 14,473,000 | $ (2,665,000) | |||||||||||||||||
Income from discontinued operations | $ (455,000) | 1,341,000 | (413,000) | (2,098,000) | 4,934,000 | 8,108,000 | (3,963,000) | 473,000 | 6,981,000 | 21,078,000 | |||||||||||||
Gain on sale of discontinued operations, net of income tax | (1,277,000) | 151,075,000 | $ 2,308,000 | 149,798,000 | 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 | ||||||||||||||||||||||
Tridien | |||||||||||||||||||||||
Selected Quarterly Financial Information [Line Items] | |||||||||||||||||||||||
Discontinued Operation, Gain on Disposal of Discontinued Operation, Net of Tax | $ 1,500,000 | ||||||||||||||||||||||
Parent Company | |||||||||||||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||||
Consideration received from sale of stock | $ 65,500,000 | ||||||||||||||||||||||
Secondary Offering | 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 | ||||||||||||||||||||||
5.11 Tactical | |||||||||||||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||||
Purchase price, net | $ 408,222,000 | ||||||||||||||||||||||
Manitoba Harvest | |||||||||||||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||||
Purchase price, net | CAD 130.3 | $ 102,708,000 | |||||||||||||||||||||
Discontinued Operations, Disposed of by Sale | |||||||||||||||||||||||
Selected Quarterly Financial Information [Line Items] | |||||||||||||||||||||||
Discontinued Operation, Gain on Disposal of Discontinued Operation, Net of Tax | $ 175,000 | 2,134,000 | |||||||||||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||||
Gross profit | 3,223,000 | $ 2,821,000 | $ 2,142,000 | $ 1,509,000 | $ 15,347,000 | $ 13,483,000 | $ 22,552,000 | ||||||||||||||||
Operating income | 967,000 | ||||||||||||||||||||||
Discontinued Operations, Disposed of by Sale | Tridien | |||||||||||||||||||||||
Selected Quarterly Financial Information [Line Items] | |||||||||||||||||||||||
Gain on the sale of business | $ 200,000 | ||||||||||||||||||||||
Net sales | $ 45,951,000 | 77,406,000 | 67,254,000 | ||||||||||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||||
Gross profit | 7,917,000 | 13,137,000 | 14,165,000 | ||||||||||||||||||||
Operating income | 437,000 | (8,703,000) | 2,191,000 | ||||||||||||||||||||
Income from discontinued operations | $ 473,000 | (8,669,000) | $ 2,227,000 | ||||||||||||||||||||
Gain on sale of discontinued operations, net of income tax | 1,700,000 | ||||||||||||||||||||||
Discontinued Operations, Disposed of by Sale | CamelBak | |||||||||||||||||||||||
Selected Quarterly Financial Information [Line Items] | |||||||||||||||||||||||
Net sales | $ 96,519,000 | 148,675,000 | |||||||||||||||||||||
Basic and fully diluted income (loss) per share attributable to Holdings: | |||||||||||||||||||||||
Gross profit | 41,415,000 | 62,672,000 | |||||||||||||||||||||
Operating income | 14,348,000 | 17,913,000 | |||||||||||||||||||||
Income from discontinued operations | $ 11,597,000 | 15,122,000 | |||||||||||||||||||||
Gain on sale of discontinued operations, net of income tax | $ 600,000 | $ 164,000,000 | |||||||||||||||||||||
[1] | During the three months ended September 30, 2016, the Company sold their Tridien operating segment for a net gain on sale of approximately $1.5 million. The Company also purchased 5.11 Tactical for a purchase price of approximately $408.2 million - refer to "Note C - Acquisition of Businesses". |
Subsequent Event (Details)
Subsequent Event (Details) - Jan. 22, 2016 - Sterno Products - Northern International, Inc. CAD in Millions, $ in Millions | CAD | USD ($) |
Subsequent Event [Line Items] | ||
Purchase price | CAD 50.6 | $ 35.8 |
Loans provided by company | 37 | |
Earn-Out [Member] | ||
Subsequent Event [Line Items] | ||
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Allowance for Doubtful Accounts | ||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at beginning of year | $ 3,445 | $ 3,756 | $ 2,065 | |
Additions, Charge to costs and expense | 4,775 | 3,164 | 3,431 | |
Other | [1] | 2,105 | 15 | 494 |
Deductions | 4,814 | 3,490 | 2,234 | |
Balance at end of Year | 5,511 | 3,445 | 3,756 | |
Valuation Allowance of Deferred Tax Assets | ||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at beginning of year | 1,308 | 2,776 | 1,348 | |
Additions, Charge to costs and expense | 2,266 | 1 | 1,180 | |
Other | [1] | 3,692 | 0 | 248 |
Deductions | 10 | 1,469 | 0 | |
Balance at end of Year | $ 7,256 | $ 1,308 | $ 2,776 | |
[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 | $ 2,800,000 |
Net Cash Provided by (Used in) Discontinued Operations | us-gaap_NetCashProvidedByUsedInDiscontinuedOperations | 1,800,000 |
Net Cash Provided by (Used in) Discontinued Operations | us-gaap_NetCashProvidedByUsedInDiscontinuedOperations | 600,000 |
Corporate Segment [Member] | ||
Goodwill | us-gaap_Goodwill | 8,649,000 |
Arnold [Member] | ||
Goodwill | us-gaap_Goodwill | 51,767,000 |
Sterno Candle Lamp [Member] | ||
Goodwill | us-gaap_Goodwill | $ 33,716,000 |