Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 29, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Entity Registrant Name | COMPASS DIVERSIFIED HOLDINGS | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-34927 | |
Entity Tax Identification Number | 57-6218917 | |
Entity Address, Address Line One | 301 Riverside Avenue | |
Entity Address, Address Line Two | Second Floor | |
Entity Address, City or Town | Westport | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06880 | |
City Area Code | 203 | |
Local Phone Number | 221-1703 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 64,900,000 | |
Entity Central Index Key | 0001345126 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Shares representing beneficial interests in Compass Diversified Holdings | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Shares representing beneficial interests in Compass Diversified Holdings | |
Trading Symbol | CODI | |
Security Exchange Name | NYSE | |
Series A Preferred Shares representing Series A Trust Preferred Interest in Compass Diversified Holdings | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series A Preferred Shares representing beneficial interests in Compass Diversified Holdings | |
Trading Symbol | CODI PR A | |
Security Exchange Name | NYSE | |
Series B Preferred Shares representing Series B Trust Preferred Interest in Compass Diversified Holdings | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series B Preferred Shares representing beneficial interests in Compass Diversified Holdings | |
Trading Symbol | CODI PR B | |
Security Exchange Name | NYSE | |
Series C Preferred Shares Representing Series C Trust Preferred Interest In Compass Diversified Holdings [Member] [Domain] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series C Preferred Shares representing beneficial interests in Compass Diversified Holdings | |
Trading Symbol | CODI PR C | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 63,193 | $ 70,744 |
Restricted Cash | 647,688 | 0 |
Accounts receivable, net | 242,471 | 232,507 |
Inventories, net | 384,300 | 363,373 |
Prepaid expenses and other current assets | 43,344 | 41,743 |
Total current assets | 1,380,996 | 708,367 |
Property, plant and equipment, net | 177,307 | 172,669 |
Goodwill | 786,345 | 766,003 |
Intangible assets, net | 820,658 | 837,165 |
Other non-current assets | 125,858 | 114,314 |
Total assets | 3,291,164 | 2,598,518 |
Current liabilities: | ||
Accounts payable | 102,325 | 101,671 |
Accrued expenses | 159,603 | 152,127 |
Due to related party | 10,548 | 10,238 |
Long-term Debt, Current Maturities | 600,000 | 0 |
Other current liabilities | 31,941 | 30,679 |
Total current liabilities | 904,417 | 294,715 |
Deferred Income Tax Liabilities, Net | 85,256 | 83,541 |
Long-term debt | 986,059 | 899,460 |
Other non-current liabilities | 104,588 | 100,654 |
Total liabilities | 2,080,320 | 1,378,370 |
Stockholders’ equity | ||
Trust common shares, no par value, 500,000 authorized; 64,900 shares issued and outstanding at March 31, 2021 and December 31, 2020 | 1,008,564 | 1,008,564 |
Accumulated other comprehensive loss | (974) | (1,456) |
Accumulated deficit | (226,631) | (211,002) |
Total stockholders’ equity attributable to Holdings | 1,084,877 | 1,100,024 |
Noncontrolling interest | 125,967 | 120,124 |
Total stockholders’ equity | 1,210,844 | 1,220,148 |
Total liabilities and stockholders’ equity | 3,291,164 | $ 2,598,518 |
Present value of lease liabilities | $ 121,779 | |
Series A Preferred Stock | ||
Preferred Stock, No Par Value | ||
Current liabilities: | ||
Preferred Stock, Value, Issued | $ 96,417 | $ 96,417 |
Stockholders’ equity | ||
Preferred Stock, Shares Issued | 4,000,000 | 4,000,000 |
Preferred Stock, Shares Outstanding | 4,000,000 | 4,000,000 |
Series B Preferred Stock [Member] | ||
Preferred Stock, No Par Value | ||
Current liabilities: | ||
Preferred Stock, Value, Issued | $ 96,504 | $ 96,504 |
Stockholders’ equity | ||
Preferred Stock, Shares Issued | 4,000,000 | 4,000,000 |
Preferred Stock, Shares Outstanding | 4,000,000 | 4,000,000 |
Series C Preferred Stock [Member] | ||
Preferred Stock, No Par Value | ||
Current liabilities: | ||
Preferred Stock, Value, Issued | $ 110,997 | $ 110,997 |
Stockholders’ equity | ||
Preferred Stock, Shares Issued | 4,600,000 | 4,600,000 |
Preferred Stock, Shares Outstanding | 4,600,000 | 4,600,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Trust shares, par value (in dollars per share) | ||
Trust shares, authorized (shares) | 500,000,000 | 500,000,000 |
Trust shares, issued (shares) | 64,900,000 | 64,900,000 |
Trust shares, outstanding (shares) | 64,900,000 | 64,900,000 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Accounts Receivable, Allowance for Credit Loss | $ 18,312 | $ 18,320 |
Accumulated Amortization, Debt Issuance Costs, Noncurrent | $ 7,876 | $ 2,806 |
Series A Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred Stock, No Par Value | ||
Preferred Stock, Shares Issued | 4,000,000 | 4,000,000 |
Preferred Stock, Shares Outstanding | 4,000,000 | 4,000,000 |
Series B Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, No Par Value | ||
Preferred Stock, Shares Issued | 4,000,000 | 4,000,000 |
Preferred Stock, Shares Outstanding | 4,000,000 | 4,000,000 |
Series C Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, No Par Value | ||
Preferred Stock, Shares Issued | 4,600,000 | 4,600,000 |
Preferred Stock, Shares Outstanding | 4,600,000 | 4,600,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net revenues | $ 461,596 | $ 333,449 |
Cost of revenues | 274,747 | 213,961 |
Gross profit | 186,849 | 119,488 |
Operating expenses: | ||
Selling, general and administrative expense | 110,968 | 83,800 |
Management fees | 11,048 | 8,620 |
Amortization expense | 18,599 | 13,505 |
Operating income | 46,234 | 13,563 |
Other income (expense): | ||
Interest expense, net | (13,805) | (8,597) |
Amortization of debt issuance costs | (686) | (525) |
Other income (expense), net | (2,227) | 661 |
Income before income taxes | 29,516 | 5,102 |
Provision for income taxes | 7,520 | 222 |
Net income | 21,996 | 4,880 |
Less: Net income attributable to noncontrolling interest | (3,002) | (1,215) |
Net income attributable to Holdings | $ 18,994 | $ 3,665 |
Basic income (loss) per common share attributable to Holdings (refer to Note I) | ||
Earnings Per Share, Basic and Diluted (usd per share) | $ 0.01 | $ (0.26) |
Weighted average number of shares of trust stock outstanding – basic and fully diluted (in shares) | 64,900 | 59,900 |
Cash distributions declared per share (refer to Note J) (usd per share) | $ 0.36 | $ 0.36 |
Velocity | ||
Net revenues | $ 65,632 | $ 30,390 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net income | $ 21,996 | $ 4,880 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (281) | (2,118) |
Cost of revenues | 274,747 | 213,961 |
Other comprehensive income (loss) | ||
Pension benefit liability, net | 763 | 594 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 482 | (1,524) |
Total comprehensive income attributable to Holdings, net of tax | 22,478 | 3,356 |
Less: Net income attributable to noncontrolling interests | 3,002 | 1,215 |
Less: Other comprehensive income (loss) attributable to noncontrolling interests | 2 | (17) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ 19,474 | $ 2,158 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Trust Common Shares | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Stockholders' Equity Attributable to Holdings | Non- Controlling Interest | Liberty | Marucci [Member] | Series ATrust Preferred Shares | Trust Preferred Shares | Trust Preferred SharesAccumulated Deficit | Trust Preferred SharesStockholders' Equity Attributable to Holdings | Series BTrust Preferred Shares | Series C Preferred Stock [Member] | Series C Preferred Stock [Member]Trust Preferred Shares | Trust Common Shares | Trust Common SharesAccumulated Deficit | Trust Common SharesStockholders' Equity Attributable to Holdings |
Noncontrolling interest | $ 50,548 | |||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 1,165,875 | $ 924,680 | $ (109,338) | $ (3,933) | $ 1,115,327 | $ 96,417 | $ 96,504 | $ 110,997 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income | 4,880 | 3,665 | 3,665 | 1,215 | ||||||||||||||
Total comprehensive income, net | (1,524) | (1,524) | (1,524) | |||||||||||||||
Option activity attributable to noncontrolling shareholders | 2,055 | 2,055 | ||||||||||||||||
Effect of subsidiary stock option exercise | 73 | 73 | ||||||||||||||||
Noncontrolling Interest, Increase from Sale of Parent Equity Interest | (83) | (83) | ||||||||||||||||
Distribution Expense, Allocation Interests | (9,087) | (9,087) | (9,087) | |||||||||||||||
Distributions paid | $ (5,542) | $ (5,542) | $ (5,542) | $ (21,564) | $ (21,564) | $ (21,564) | ||||||||||||
Ending balance at Mar. 31, 2020 | 1,135,083 | 924,680 | (141,866) | (5,457) | 1,081,275 | 96,417 | 96,504 | 110,997 | ||||||||||
Noncontrolling interest | 53,808 | |||||||||||||||||
Noncontrolling interest | 120,124 | 120,124 | $ 3,836 | $ 11,386 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Issuance of Trust preferred shares, net of offering costs | $ 110,997 | |||||||||||||||||
Beginning balance at Dec. 31, 2020 | 1,220,148 | 1,008,564 | (211,002) | (1,456) | 1,100,024 | 96,417 | 96,504 | 110,997 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income | 21,996 | 18,994 | 18,994 | 3,002 | ||||||||||||||
Total comprehensive income, net | 482 | 482 | 482 | |||||||||||||||
Option activity attributable to noncontrolling shareholders | 2,771 | 2,771 | ||||||||||||||||
Effect of subsidiary stock option exercise | 70 | 70 | ||||||||||||||||
Distribution Expense, Allocation Interests | (5,214) | (5,214) | (5,214) | |||||||||||||||
Distributions paid | $ (6,045) | $ (6,045) | $ (6,045) | $ (23,364) | $ (23,364) | $ (23,364) | ||||||||||||
Ending balance at Mar. 31, 2021 | 1,210,844 | $ 1,008,564 | $ (226,631) | $ (974) | $ 1,084,877 | $ 96,417 | $ 96,504 | $ 110,997 | ||||||||||
Noncontrolling interest | $ 125,967 | $ 125,967 | $ 4,149 | $ 12,251 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Issuance of Trust preferred shares, net of offering costs | $ 110,997 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 21,996 | $ 4,880 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation expense | 9,505 | 8,301 |
Amortization | 18,599 | 13,505 |
Amortization of debt issuance costs and premium | 603 | 525 |
Noncontrolling stockholder stock based compensation | 2,771 | 2,055 |
Provision for receivable and inventory reserves | 3,501 | 883 |
Deferred taxes | 1,561 | (2,692) |
Other | 9 | (515) |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (8,239) | 6,695 |
Inventories | (20,077) | 11,773 |
Other current and non-current assets | (3,938) | (999) |
Accounts payable and accrued expenses | 10,100 | (10,425) |
Net Cash Provided by (Used in) Operating Activities, Total | 36,391 | 33,986 |
Payments to Acquire Businesses, Net of Cash Acquired | (34,257) | 0 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (7,705) | (6,603) |
Other investing activities | (305) | (43) |
Net Cash Provided by (Used in) Investing Activities, Total | (42,267) | (6,646) |
Cash flows from financing activities: | ||
Borrowings under credit facility | 143,000 | 200,000 |
Repayments under credit facility | (445,000) | 0 |
Proceeds from Issuance of Senior Long-term Debt | 1,000,000 | 0 |
Proceeds from (Repayments of) Restricted Cash, Financing Activities | (647,688) | 0 |
Distributions paid - common shares | (23,364) | (21,564) |
Distributions paid - preferred shares | (6,045) | (5,542) |
Distributions paid - allocation interests | (5,214) | (9,087) |
Net proceeds provided by noncontrolling shareholders | 70 | 73 |
Purchase of noncontrolling interest | 0 | (83) |
Payments of Debt Issuance Costs | (17,158) | 0 |
Other | (94) | 588 |
Net cash (used in) provided by financing activities | (1,493) | 164,385 |
Foreign currency impact on cash | (182) | (1,026) |
Net (decrease) increase in cash and cash equivalents | (7,551) | 190,699 |
Cash and cash equivalents — beginning of period | 70,744 | 100,314 |
Cash and cash equivalents — end of period | $ 63,193 | $ 291,013 |
Presentation and Principles of
Presentation and Principles of Consolidation | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Presentation and Principles of Consolidation | Presentation and Principles of Consolidation Compass Diversified Holdings, a Delaware statutory trust (the "Trust" or "Holdings") and Compass Group Diversified Holdings LLC, a Delaware limited liability company (the "Company"), were formed to acquire and manage a group of small and middle-market businesses headquartered in North America. In accordance with the second amended and restated Trust Agreement, dated as of December 6, 2016 (as amended and restated, the "Trust Agreement"), the Trust is sole owner of 100% of the Trust Interests (as defined in the Company’s fifth amended and restated operating agreement, dated as of December 6, 2016 (as amended and restated, the "LLC Agreement")) of the Company and, pursuant to the LLC Agreement, the Company has, outstanding, the identical number of Trust Interests as the number of outstanding shares of the Trust. The Company is the operating entity with a board of directors and other corporate governance responsibilities, similar to that of a Delaware corporation. The Company is a controlling owner of ten businesses, or reportable operating segments, at March 31, 2021. The segments are as follows: 5.11 Acquisition Corp. ("5.11"), Boa Holdings Inc. ("BOA"), The Ergo Baby Carrier, Inc. ("Ergobaby"), Liberty Safe and Security Products, Inc. ("Liberty Safe" or "Liberty"), Marucci Sports, LLC ("Marucci Sports" or "Marucci"), Velocity Outdoor, Inc. (formerly Crosman Corp.) ("Velocity Outdoor" or "Velocity"), Compass AC Holdings, Inc. ("ACI" or "Advanced Circuits"), AMT Acquisition Corporation ("Arnold"), FFI Compass, Inc. (formerly "Foam Fabricators") ("Altor Solutions" or "Altor"), and The Sterno Group, LLC ("Sterno"). Refer to Note E - "Operating Segment Data" for further discussion of the operating segments. Compass Group Management LLC, a Delaware limited liability company ("CGM" or the "Manager"), manages the day to day operations of the Company and oversees the management and operations of our businesses pursuant to a Management Services Agreement ("MSA"). Basis of Presentation The condensed consolidated financial statements for the three month periods ended March 31, 2021 and March 31, 2020 are unaudited, and in the opinion of management, contain all adjustments necessary for a fair presentation of the condensed consolidated financial statements. Such adjustments consist solely of normal recurring items. Interim results are not necessarily indicative of results for a full year or any subsequent interim period. The condensed consolidated financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP" or "GAAP") and presented as permitted by Form 10-Q and do not contain certain information included in the annual consolidated financial statements and accompanying notes of the Company. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Consolidation The condensed consolidated financial statements include the accounts of Holdings and all majority owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Seasonality Earnings of certain of our operating segments are seasonal in nature due to various recurring events, holidays and seasonal weather patterns, as well as the timing of our acquisitions during a given year. Historically, the third and fourth quarters produce the highest net sales during our fiscal year. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This guidance removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. This guidance also clarifies and simplifies other areas of ASC 740. The guidance was effective for fiscal years and interim periods beginning after December 15, 2020 and early adoption is permitted. The adoption of this guidance on January 1, 2021 did not have a material impact on our consolidated financial statements. |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2021 | |
Acquisitions [Abstract] | |
Business Combination Disclosure [Text Block] | ote B — Acquisition Acquisition of Marucci Sports, LLC On April 20, 2020, pursuant to an Agreement and Plan of Merger entered into on March 6, 2020, the Company, through a wholly-owned subsidiary, Wheelhouse Holdings Inc., a Delaware corporation (“Buyer”) and Wheelhouse Holdings Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of Buyer (“Merger Sub”), completed a merger (the “Transaction”) with Marucci Sports, LLC, a Delaware limited liability company (“Marucci”). Upon the completion of the Transaction, Marucci became a wholly owned subsidiary of Buyer and an indirect subsidiary of the Company. Headquartered in Baton Rouge, Louisiana, Marucci is a leading manufacturer and distributor of baseball and softball equipment. Founded in 2009, Marucci has a product portfolio that includes wood and metal bats, apparel and accessories, batting and fielding gloves and bags and protective gear. The Company made loans to, and purchased a 92.2% equity interest in, Marucci. The purchase price, including proceeds from noncontrolling shareholders and net of transaction costs, was $198.9 million. Marucci management and certain existing shareholders invested in the Transaction along with the Company, representing 7.8% initial noncontrolling interest on both 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 Marucci. CGM will receive integration service fees of $2.0 million payable quarterly over a twelve month period as services are rendered which payments began in the quarter ended September 30, 2020. The Company incurred $2.0 million of transaction costs in conjunction with the Marucci acquisition, which was included in selling, general and administrative expense in the consolidated statements of operations during the second quarter of 2020. The results of operations of Marucci have been included in the consolidated results of operations since the date of acquisition. Marucci's results of operations are reported as a separate operating segment as a branded consumer business. The table below provides the recording of assets acquired and liabilities assumed as of the date of acquisition. (in thousands) Final Purchase Price Allocation Assets Cash 2,730 Accounts Receivable (1) 11,471 Inventory (2) 14,481 Property, plant and equipment (3) 10,307 Intangible assets 100,211 Goodwill 68,170 Other current and noncurrent assets 2,208 Total Assets 209,578 Liabilities and noncontrolling interest Current liabilities 6,501 Other liabilities 43,058 Deferred tax liabilities 1,161 Noncontrolling interest 11,127 Total liabilities and noncontrolling interest 61,847 Net assets acquired 147,731 Noncontrolling interest 11,127 Intercompany loans 42,100 $ 200,958 Acquisition consideration Purchase price $ 200,000 Cash acquired 2,730 Net working capital adjustment 728 Other adjustments (2,500) Total purchase consideration $ 200,958 Less: Transaction costs 2,042 Net purchase price $ 198,916 (1) Includes $12.7 million in gross contractual accounts receivable, of which $1.2 million is not expected to be collected. The fair value of accounts receivable approximates book value acquired. (2) Includes $4.3 million in inventory basis step-up, which will be charged to cost of goods sold. $3.0 million was amortized to cost of goods sold in the second quarter of 2020, and $1.3 million was charged to cost of goods sold in the third quarter of 2020. (3) Includes $2.5 million of property, plant and equipment basis step-up. The fair value of property, plant and equipment will be depreciated over the remaining useful lives of the assets. The allocation of the purchase price presented above is based on management's estimate of the fair values using valuation techniques including the income, cost and market approach. 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 valued at 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 of the assets. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired 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 $68.2 million reflects the strategic fit of Marucci in the Company's branded consumer business and is expected to be deductible for income tax purposes. The intangible assets recorded related to the Marucci acquisition are as follows (in thousands): Intangible Assets Amount Estimated Useful Life Tradename $ 84,891 15 years Customer relationships 11,120 15 years Technology 4,200 15 years $ 100,211 The tradename was valued at $84.9 million using a multi-period excess earnings methodology. The customer relationships intangible asset was valued at $11.1 million using the distributor method, a variation of the multi-period excess earnings methodology, in which an asset is valuable to the extent it enables its owners to earn a return in excess of the required returns on the other assets utilized in the business. The technology was valued at $4.2 million using a relief from royalty method. Acquisition of Boa Technology, Inc. On October 16, 2020, the Company, through its newly formed acquisition subsidiaries, BOA Holdings Inc., a Delaware corporation (“BOA Holdings”) and BOA Parent Inc., a Delaware corporation (“BOA Buyer”) and a wholly-owned subsidiary of BOA Holdings, acquired Boa Technology Inc. ("BOA"), and its subsidiaries pursuant to an Agreement and Plan of Merger (the “Agreement and Plan of Merger”) by and among BOA Buyer, Reel Holding Corp., a Delaware corporation (“Reel”) and the sole stockholder of Boa Technology, Inc., BOA Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of BOA Buyer (“Merger Sub”) and Shareholder Representative Services LLC (in its capacity as the representative of the stockholders of Reel) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Reel Holding Corp., a Delaware corporation (“BOA”) and the sole stockholder of Boa Technology, Inc., BOA Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of BOA Buyer (“Merger Sub”), and Shareholder Representative Services LLC (in its capacity as the representative of the stockholders of BOA). Pursuant to the Merger Agreement, Merger Sub was merged with and into BOA (the “Merger”) such that the separate existence of Merger Sub ceased, and BOA survived the Merger as a wholly-owned subsidiary of BOA Buyer. BOA, creators of the award-winning BOA® Fit System featured in performance footwear, action sports, outdoor and medical products worldwide, was founded in 2001 and is headquartered in Denver, Colorado. The Company made loans to, and purchased an 82% equity interest in, BOA. The purchase price, including proceeds from noncontrolling shareholders and net of transaction costs, was $454.3 million. BOA management and certain existing shareholders invested in the transaction along with the Company, representing 18% initial noncontrolling interest on both 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 BOA. CGM will receive integration service fees of $4.4 million payable quarterly over a twelve month period as services are rendered which payments began in the quarter ended December 31, 2020. The Company incurred $2.5 million of transaction costs in conjunction with the BOA acquisition, which was included in selling, general and administrative expense in the consolidated statements of operations during the fourth quarter of 2020. The Company funded the acquisition with cash on hand and a $300 million draw on its 2018 Revolving Credit Facility. The results of operations of BOA have been included in the consolidated results of operations since the date of acquisition. BOA's results of operations are reported as a separate operating segment as a branded consumer business. The table below provides the recording of assets acquired and liabilities assumed as of the date of acquisition. (in thousands) Final Purchase Price Allocation Assets: Cash $ 7,677 Accounts receivable (1) 2,065 Inventory (2) 6,178 Property, plant and equipment (3) 15,431 Intangible assets 234,000 Goodwill 254,153 Other current and noncurrent assets 12,554 Total assets $ 532,058 Liabilities and noncontrolling interest: Current liabilities $ 14,008 Other liabilities 130,587 Deferred tax liabilities 49,969 Noncontrolling interest 61,534 Total liabilities and noncontrolling interest $ 256,098 Net assets acquired $ 275,960 Noncontrolling interest 61,534 Intercompany loans to business 119,349 $ 456,843 Acquisition consideration Purchase price $ 454,000 Cash acquired 7,677 Net working capital adjustment (1,970) Other adjustments (2,864) Total purchase consideration $ 456,843 Less: Transaction costs 2,517 Net purchase price $ 454,326 (1) Includes $2.1 million in gross contractual accounts receivable, of which $0.06 million is not expected to be collected. The fair value of accounts receivable approximates book value acquired. (2) Includes $1.5 million in inventory basis step-up, which was charged to cost of goods sold in the fourth quarter of 2020. (3) Includes $6.5 million of property, plant and equipment basis step-up. The fair value of property, plant and equipment will be depreciated over the remaining useful lives of the assets. The allocation of the purchase price presented above is based on management's estimate of the fair values using valuation techniques including the income, cost and market approach. 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 valued at 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 of the assets. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired 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 $254.2 million reflects the strategic fit of BOA in the Company's branded consumer business and is not expected to be deductible for income tax purposes. The intangible assets recorded related to the BOA acquisition are as follows (in thousands): Intangible Assets Fair Value Estimated Useful Lives Technology $ 70,200 10 - 12 years Tradename 84,300 20 years Customer relationships 73,000 15 years In-process Research & Development (1) 6,500 $ 234,000 (1) In-process research and development is considered indefinite lived until the underlying technology becomes viable, at which point the intangible asset will be amortized over the expected useful life. The technology was considered the primary intangible asset in the acquisition and was valued at $70.2 million using a mul ti-period excess earnings methodology with an assumed obsolescence factor. The tradename was valued at $84.3 million using a relief-from-royalty method. The customer relationships, which represent BOA's relationship with brand partners, were valued at $73.0 million using the distributor method, a variation of the multi-period excess earnings methodology, in which an asset is valuable to the extent it enables its owners to earn a return in excess of the required returns on the other assets utilized in the business. Unaudited pro forma information The following unaudited pro forma data for the three months ended March 31, 2020 gives effect to the acquisitions of Marucci and BOA, as described above, as if the acquisitions had been completed as of January 1, 2020. 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. Three months ended (in thousands, except per share data) March 31, 2020 Net sales 382,193 Gross profit 147,437 Operating income 16,702 Net income from continuing operations 2,510 Net income from continuing operations attributable to Holdings 874 Basic and fully diluted net loss per share attributable to Holdings (0.30) Other acquisitions Arnold On March 1, 2021, Arnold acquired Ramco Electric Motors, Inc. ("Ramco"), a manufacturer of stators, rotors and full electric motors, for a purchase price of approximately $34.4 million. The acquisition and related transaction costs were funded through an additional equity investment in Arnold by the Company of $35.5 million. Ramco was founded in 1987 and is based in Greenville, Ohio. Ramco supplies their custom electric motor solutions for general industrial, aerospace and defense, and oil and gas end-markets. Ramco’s complementary product portfolio will allow Arnold to be able to offer more comprehensive, turnkey solutions to their customers. The excess purchase price over net assets acquired has been recorded as goodwill of $22.4 million on a preliminary basis at March 31, 2021. Altor Solutions On July 1, 2020, Altor Solutions acquired substantially all of the assets of Polyfoam Corp. ("Polyfoam"), a Massachusetts-based manufacturer of protective and temperature-sensitive packaging solutions for the medical, pharmaceutical, grocery and food industries, among others. Founded in 1974, Polyfoam operates two manufacturing facilities producing highly engineered foam and injection-molded plastic solutions across a variety of end-markets. The acquisition complements Altor Solutions' current operating footprint and provides access to a new customer base and product offerings, including Polyfoam's significant end-market exposure to cold chain (including seafood boxes, insulated shipping containers and grocery delivery totes) . The purchase price was approximately $12.8 million and includes a potential earnout of $1.4 million if Polyfoam achieves certain financial metrics. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | The following tables provide disaggregation of revenue by reportable segment geography for the three months ended March 31, 2021 and 2020 (in thousands): Three months ended March 31, 2021 5.11 BOA Ergo Liberty Marucci Velocity ACI Altor Arnold Sterno Total United States $ 80,783 $ 14,081 $ 8,799 $ 30,603 $ 36,096 $ 58,269 $ 21,562 $ 32,744 $ 21,361 $ 74,025 $ 378,323 Canada 2,554 224 754 848 341 3,223 — — 205 3,000 11,149 Europe 7,155 13,350 7,345 — 29 2,521 — — 8,858 249 39,507 Asia Pacific 3,813 8,728 5,261 — 182 276 — — 1,293 15 19,568 Other international 5,572 69 169 27 — 1,343 — 5,076 768 25 13,049 $ 99,877 $ 36,452 $ 22,328 $ 31,478 $ 36,648 $ 65,632 $ 21,562 $ 37,820 $ 32,485 $ 77,314 $ 461,596 Three months ended March 31, 2020 5.11 Ergo Liberty Velocity ACI Altor Arnold Sterno Total United States $ 72,427 $ 6,258 $ 24,657 $ 25,879 $ 21,696 $ 23,587 $ 18,563 $ 80,016 $ 273,083 Canada 1,474 700 303 1,920 — — 156 2,927 7,480 Europe 6,307 5,787 — 1,698 — — 8,328 58 22,178 Asia Pacific 3,511 5,903 — 246 — — 1,395 28 11,083 Other international 12,062 1,001 — 647 — 4,796 1,116 3 19,625 $ 95,781 $ 19,649 $ 24,960 $ 30,390 $ 21,696 $ 28,383 $ 29,558 $ 83,032 $ 333,449 |
Operating Segment Data
Operating Segment Data | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Operating Segment Data | Operating Segment Data At March 31, 2021, the Company had ten reportable operating segments. Each operating segment represents a platform acquisition. The Company’s operating segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies. A description of each of the reportable segments and the types of products and services from which each segment derives its revenues is as follows: • 5.11 is a leading provider of purpose-built technical 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. • BOA, creator of the revolutionary, award-winning, patented BOA Fit System, partners with market-leading brands to make the best gear even better. Delivering fit solutions purpose-built for performance, the BOA Fit System is featured in footwear across snow sports, cycling, hiking/trekking, golf, running, court sports, workwear as well as headwear and medical bracing. The system consists of three integral parts: a micro-adjustable dial, high-tensile lightweight laces, and low friction lace guides creating a superior alternative to laces, buckles, Velcro, and other traditional closure mechanisms. Each unique BOA configuration is engineered for fast, effortless, precision fit, and is backed by The BOA Lifetime Guarantee. BOA is headquartered in Denver, Colorado and has offices in Austria, Greater China, South Korea, and Japan. • Ergobaby is a designer, marketer and distributor of wearable baby carriers and accessories, blankets and swaddlers, nursing pillows, strollers and related products. Ergobaby primarily sells its Ergobaby and Baby Tula branded products through brick-and-mortar retailers, national chain stores, online retailers, its own websites and distributors and derives more than 50% of its sales from outside of the United States. Ergobaby is headquartered in Los Angeles, California. • Liberty Safe is a designer, manufacturer and marketer of premium home, gun and office safes in North America. From its over 300,000 square foot manufacturing facility, Liberty produces a wide range of home and gun safe models in a broad assortment of sizes, features and styles. Liberty is headquartered in Payson, Utah. • Marucci Sports is a leading designer, manufacturer, and marketer of premium wood and metal baseball bats, fielding gloves, batting gloves, bags, protective gear, sunglasses, on and off-field apparel, and other baseball and softball equipment used by professional and amateur athletes. Marucci also develops and licenses franchises for sports training facilities. Marucci is headquartered in Baton Rouge, Louisiana. • Velocity Outdoor is a leading designer, manufacturer, and marketer of airguns, archery products, laser aiming devices and related accessories. Velocity Outdoor offers its products under the highly recognizable Crosman, Benjamin, Ravin, LaserMax and CenterPoint brands that are available through national retail chains, mass merchants, dealer and distributor networks. Velocity Outdoor is headquartered in Bloomfield, New York. • Advanced Circuits is an electronic components manufacturing company that provides small-run, quick-turn and volume production rigid printed circuit boards. ACI manufactures and delivers custom printed circuit boards to customers primarily in North America. ACI is headquartered in Aurora, Colorado. • Altor Solutions is a designer and manufacturer of custom molded protective foam solutions and original equipment manufacturer components made from expanded polystyrene and expanded polypropylene. Altor provides products to a variety of end markets, including appliances and electronics, pharmaceuticals, health and wellness, automotive, building and other products. In July 2020, Altor acquired the assets of Polyfoam, a Massachusetts-based manufacturer of protective and temperature-sensitive packaging solutions for the medical, pharmaceutical, grocery and food industries, among others. Altor is headquartered in Scottsdale, Arizona and operates 14 molding and fabricating facilities across North America subsequent to the acquisition of Polyfoam. • Arnold is a global manufacturer of engineered magnetic solutions for a wide range of specialty applications and end-markets, including aerospace and defense, general industrial, motorsport/automotive, oil and gas, medical, energy, reprographics and advertising specialties. Arnold produces high performance permanent magnets (PMAG), precision foil products (Precision Thin Metals or "PTM"), turnkey electric motors ("Ramco") and flexible magnets (Flexmag™) that are mission critical in motors, generators, sensors and other systems and components. Based on its long-term relationships, Arnold has built a diverse and blue-chip customer base totaling more than 2,000 clients worldwide. Arnold is headquartered in Rochester, New York. • Sterno is a manufacturer and marketer of portable food warming systems, creative indoor and outdoor lighting, and home fragrance solutions for the foodservice industry and consumer markets. Sterno offers a broad range of wick and gel chafing systems, butane stoves and accessories, liquid and traditional wax candles, catering equipment and lamps through Sterno Products, flameless candles and outdoor lighting products through Sterno Home, and scented wax cubes and warmer products used for home decor and fragrance systems through Rimports. Sterno is headquartered in Corona, California. The tabular information that follows shows data for each of the operating segments reconciled to amounts reflected in the consolidated financial statements. The results of operations of each of the operating segments are included in consolidated operating results as of their date of acquisition. There were no significant inter-segment transactions. Summary of Operating Segments Net Revenues Three months ended March 31, (in thousands) 2021 2020 5.11 $ 99,877 $ 95,781 BOA 36,452 — Ergobaby 22,328 19,649 Liberty 31,478 24,960 Marucci 36,648 — Velocity Outdoor 65,632 30,390 ACI 21,562 21,696 Altor 37,820 28,383 Arnold 32,485 29,558 Sterno 77,314 83,032 Total segment revenue 461,596 333,449 Corporate and other — — Total consolidated revenues $ 461,596 $ 333,449 Segment profit (loss) (1) Three months ended March 31, (in thousands) 2021 2020 5.11 $ 5,836 $ 4,586 BOA 7,254 — Ergobaby 1,964 1,554 Liberty 5,630 3,145 Marucci 10,507 — Velocity Outdoor 11,034 (1,164) ACI 5,495 5,738 Altor 4,684 3,512 Arnold 2,996 1,653 Sterno 4,284 5,269 Total 59,684 24,293 Reconciliation of segment profit (loss) to consolidated net income before income taxes: Interest expense, net (13,805) (8,597) Other income (expense), net (2,227) 661 Corporate and other (2) (14,136) (11,255) Total consolidated income before income taxes $ 29,516 $ 5,102 (1) Segment profit (loss) represents operating income (loss). (2) Primarily relates to management fees expensed and payable to CGM, and corporate overhead expenses. Depreciation and Amortization Expense Three months ended March 31, (in thousands) 2021 2020 5.11 $ 5,358 $ 5,152 BOA 4,890 — Ergobaby 2,217 2,053 Liberty 441 406 Marucci 2,139 — Velocity Outdoor 3,073 3,247 ACI 517 646 Altor 2,563 3,047 Arnold 1,721 1,631 Sterno 5,185 5,624 Total 28,104 21,806 Reconciliation of segment to consolidated total: Amortization of debt issuance costs and bond premium 603 525 Consolidated total $ 28,707 $ 22,331 Accounts Receivable Identifiable Assets March 31, December 31, March 31, December 31, (in thousands) 2021 2020 2021 (1) 2020 (1) 5.11 $ 47,151 $ 50,082 $ 351,378 $ 354,033 BOA 1,921 1,492 265,494 269,438 Ergobaby 10,116 5,034 92,095 91,293 Liberty 16,901 18,877 38,162 35,858 Marucci 19,973 10,172 126,506 129,116 Velocity Outdoor 40,711 40,126 197,648 191,180 ACI 8,022 7,252 25,283 28,932 Altor 32,015 34,088 165,365 164,800 Arnold 22,861 13,237 83,693 75,958 Sterno 61,112 70,467 252,214 251,307 Allowance for doubtful accounts (18,312) (18,320) — — Total 242,471 232,507 1,597,838 1,591,915 Reconciliation of segment to consolidated total: Corporate and other identifiable assets (2) — — 664,510 8,093 Consolidated total $ 242,471 $ 232,507 $ 2,262,348 $ 1,600,008 (1) Does not include accounts receivable balances per schedule above or goodwill balances - refer to Note F - "Goodwill and Other Intangible Assets" . (2) Corporate identifiable assets at March 31, 2021 includes $647.7 million related to the settlement of the Company's 8.000% 2026 Senior Notes on April 1, 2021 (refer to Note P - Subsequent Event ). |
Property, Plant and Equipment a
Property, Plant and Equipment and Inventory | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment and Inventory | Property, Plant and Equipment and Inventory Property, plant and equipment Property, plant and equipment is comprised of the following at March 31, 2021 and December 31, 2020 (in thousands ): March 31, 2021 December 31, 2020 Machinery and equipment $ 225,294 $ 217,639 Furniture, fixtures and other 49,609 48,251 Leasehold improvements 52,826 51,663 Buildings and land 14,164 10,817 Construction in process 15,675 15,713 357,568 344,083 Less: accumulated depreciation (180,261) (171,414) Total $ 177,307 $ 172,669 Depreciation expense was $9.5 million and $8.3 million for the three months ended March 31, 2021 and March 31, 2020, respectively. Inventory Inventory is comprised of the following at March 31, 2021 and December 31, 2020 (in thousands) : March 31, 2021 December 31, 2020 Raw materials $ 86,873 $ 81,357 Work-in-process 16,191 14,979 Finished goods 306,716 289,035 Less: obsolescence reserve (25,480) (21,998) Total $ 384,300 $ 363,373 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure | Note F — Goodwill and Other Intangible Assets As a result of acquisitions of various businesses, the Company has significant intangible assets on its balance sheet that include goodwill and indefinite-lived intangibles. The Company’s goodwill and indefinite-lived intangibles are tested and reviewed for impairment annually as of March 31st or more frequently if facts and circumstances warrant by comparing the fair value of each reporting unit to its carrying value. Each of the Company’s businesses represent a reporting unit. Goodwill 2021 Annual Impairment Testing The Company uses a qualitative approach to test goodwill for impairment by first assessing qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform quantitative goodwill impairment testing. We determined that the Arnold reporting unit required additional quantitative testing because we could not conclude that the fair value of the reporting unit exceeded its carrying value based on qualitative factors alone. For the reporting units that were tested only on a qualitative basis for the 2021 annual impairment testing, the results of the qualitative analysis indicated that it is more likely than not that the fair value exceeded the carrying value of these reporting units. The quantitative test of Arnold was performed using an income approach to determine the fair value of the reporting unit. The discount rate used in the income approach was 13.0% and the results of the quantitative impairment testing indicated that the fair value of the Arnold reporting unit exceeded the carrying value by 272%. 2020 Annual Impairment Testing The Company used a qualitative approach to test goodwill for impairment in the prior year. We determined that the Ergobaby, Altor Solutions and Velocity reporting units required additional quantitative testing because we could not conclude that the fair value of the reporting unit exceeded its carrying value based on qualitative factors alone. For the reporting units that were tested only on a qualitative basis for the 2020 annual impairment testing, the results of the qualitative analysis indicated that it is more likely than not that the fair value exceeded the carrying value of these reporting units. The quantitative tests of Ergobaby, Altor Solutions and Velocity were performed using an income approach to determine the fair value of the reporting units. For Ergobaby, the discount rate used in the income approach was 15.9% and the results of the quantitative impairment testing indicated that the fair value of the Ergobaby reporting unit exceeded the carrying value by 14.0%. For Altor Solutions, the discount rate used in the income approach was 13.3%, and the results of the quantitative impairment testing indicated that the fair value of the Altor Solutions reporting unit exceeded the carrying value by 3.8%. For Velocity, the discount rate used in the income approach was 12.8%, and the results of the quantitative impairment testing indicated that the fair value of the Velocity reporting unit exceeded the carrying value by 16.4%. A summary of the net carrying value of goodwill at March 31, 2021 and December 31, 2020, is as follows (in thousands) : Three months ended March 31, 2021 Year ended Goodwill - gross carrying amount $ 844,090 $ 823,748 Accumulated impairment losses (57,745) (57,745) Goodwill - net carrying amount $ 786,345 $ 766,003 The following is a reconciliation of the change in the carrying value of goodwill for the three months ended March 31, 2021 by operating segment (in thousands) : Balance at January 1, 2021 Acquisitions Balance at March 31, 2021 5.11 $ 92,966 $ — $ 92,966 BOA 254,153 — 254,153 Ergobaby 63,531 (2,083) 61,448 Liberty 32,828 — 32,828 Marucci 68,170 — 68,170 Velocity Outdoor 30,079 — 30,079 ACI 58,019 — 58,019 Altor 75,369 — 75,369 Arnold 26,903 22,425 49,328 Sterno 55,336 — 55,336 Corporate (1) 8,649 — 8,649 Total $ 766,003 $ 20,342 $ 786,345 (1) Represents goodwill resulting from purchase accounting adjustments not "pushed down" to the ACI segment. This amount is allocated back to the ACI segment for purposes of goodwill impairment testing. Long lived assets Annual indefinite lived impairment testing The Company used a qualitative approach to test indefinite lived intangible assets for impairment by first assessing qualitative factors to determine whether it is more-likely-than-not that the fair value of an indefinite lived intangible asset is impaired as a basis for determining whether it is necessary to perform quantitative impairment testing. The Company evaluated the qualitative factors of each indefinite lived intangible asset in connection with the annual impairment testing for 2021 and 2020. Results of the qualitative analysis indicate that it is more likely than not that the fair value of the reporting units that maintain indefinite lived intangible assets exceeded the carrying value. The Ergobaby reporting unit has an indefinite lived trade name that was tested in conjunction with the goodwill impairment test at March 31, 2020. The results of the quantitative impairment testing indicated that the trade name was not impaired. Other intangible assets are comprised of the following at March 31, 2021 and December 31, 2020 (in thousands) : March 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 548,262 $ (200,501) $ 347,761 $ 548,262 $ (191,142) $ 357,120 Technology and patents 155,732 (38,514) 117,218 155,392 (35,552) 119,840 Trade names, subject to amortization 358,818 (71,306) 287,512 358,818 (65,318) 293,500 Licensing and non-compete agreements 7,642 (7,522) 120 7,642 (7,422) 220 Distributor relations and other 2,476 (914) 1,562 726 (726) — Total 1,072,930 (318,757) 754,173 1,070,840 (300,160) 770,680 Trade names, not subject to amortization 59,985 — 59,985 59,985 — 59,985 In-process research and development (1) 6,500 — 6,500 6,500 — 6,500 Total intangibles, net $ 1,139,415 $ (318,757) $ 820,658 $ 1,137,325 $ (300,160) $ 837,165 (1) In-process research and development is considered indefinite lived until the underlying technology becomes viable, at which point the intangible asset will be amortized over the expected useful life. Amortization expense related to intangible assets was $18.6 million and $13.5 million for the three months ended March 31, 2021 and March 31, 2020, respectively. Estimated charges to amortization expense of intangible assets for the remainder of 2021 and the next four years, is as follows (in thousands) : 2021 2022 2023 2024 2025 $ 55,316 $ 72,133 $ 71,691 $ 69,931 $ 64,645 |
Warranties
Warranties | 3 Months Ended |
Mar. 31, 2021 | |
Guarantees [Abstract] | |
Warranties | Warranties The Company’s Ergobaby, Liberty, Marucci, BOA and Velocity Outdoor operating segments estimate their exposure to warranty claims based on both current and historical product sales data and warranty costs incurred. The Company assesses the adequacy of its recorded warranty liability quarterly and adjusts the amount as necessary. Warranty liability is included in accrued expenses in the accompanying consolidated balance sheets. A reconciliation of the change in the carrying value of the Company’s warranty liability for the three months ended March 31, 2021 and the year ended December 31, 2020 is as follows ( in thousands ): Warranty liability Three months ended March 31, 2021 Year ended December 31, 2020 Beginning balance $ 2,390 $ 1,583 Provision for warranties issued during the period 1,455 3,772 Fulfillment of warranty obligations (1,321) (3,614) Other (1) — 649 Ending balance $ 2,524 $ 2,390 (1) Represents the warranty liabilities recorded in relation to the Marucci and BOA acquisitions in 2020. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | Debt 2021 Credit Facility On March 23, 2021, we entered into a Second Amended and Restated Credit Agreement (the "2021 Credit Facility") to amend and restate the 2018 Credit Facility (as previously restated and amended) among the Company, the lenders from time to time party thereto (the “Lenders”), and Bank of America, N.A., as Administrative Agent. The 2021 Credit Facility is secured by all of the assets of the Company, including all of its equity interests in, and loans to, its consolidated subsidiaries. The 2021 Credit Facility provides for revolving loans, swing line loans and letters of credit (the “2021 Revolving Credit Facility”) up to a maximum aggregate amount of $600 million and also permits the Company, prior to the applicable maturity date, to increase the revolving loan commitment and/or obtain term loans in an aggregate amount of up to $250 million, subject to certain restrictions and conditions. All amounts outstanding under the 2021 Revolving Credit Facility will become due on March 23, 2026, which is the maturity date of loans advanced under the 2021 Credit Facility. The Company may borrow, prepay and reborrow principal under the 2021 Revolving Credit Facility from time to time during its term. Advances under the 2021 Revolving Credit Facility can be either Eurodollar rate loans or base rate loans. Eurodollar rate revolving loans bear interest on the outstanding principal amount thereof for each interest period at a rate per annum based on the London Interbank Offered Rate or a Successor Rate, as defined, (the “Eurodollar Rate”) for such interest period plus a margin ranging from 1.50% to 2.50%, based on the ratio of consolidated net indebtedness to adjusted consolidated earnings before interest expense, tax expense, and depreciation and amortization expenses for such period (the “Consolidated Total Leverage Ratio”). Base rate revolving loans bear interest on the outstanding principal amount thereof at a rate per annum equal to the highest of (i) Federal Funds rate plus 0.50%, (ii) the “prime rate”, and (iii) Eurodollar Rate plus 1.0% (the “Base Rate”), plus a margin ranging from 0.50% to 1.50%, based on the Company's Consolidated Total Leverage Ratio. Under the 2021 Revolving Credit Facility, an aggregate amount of up to $100 million in letters of credit may be issued, as well as swing line loans of up to $25 million outstanding at one time. The issuance of such letters of credit and the making of any swing line loan would reduce the amount available under the 2021 Revolving Credit Facility. Net availability under the 2021 Revolving Credit Facility was approximately $593.7 million at March 31, 2021. Letters of credit outstanding at March 31, 2021 totaled approximately $1.3 million. At March 31, 2021, the Company was in compliance with all covenants as defined in the 2021 Credit Facility. 2018 Credit Facility On April 18, 2018, the Company entered into an Amended and Restated Credit Agreement (the "2018 Credit Facility"). The 2018 Credit Facility provided for (i) revolving loans, swing line loans and letters of credit (the “2018 Revolving Credit Facility”) up to a maximum aggregate amount of $600 million, and (ii) a $500 million term loan (the “2018 Term Loan”). The Company repaid the outstanding amounts under the 2018 Term Loan in 2019, and used a portion of the proceeds from the issuance of the 2029 Senior Notes to repay the amount outstanding under the 2018 Revolving Credit Facility in March 2021. 2029 Senior Notes On March 23, 2021, we consummated the issuance and sale of $1,000 million aggregate principal amount of our 5.250% Senior Notes due 2029 (the "2029 Notes" or "2029 Senior Notes) offered pursuant to a private offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act, and to non-U.S. persons under Regulation S under the Securities Act. The Notes were issued pursuant to an indenture, dated as of March 23, 2021 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the "Trustee"). The Notes bear interest at the rate of 5.250% per annum and will mature on April 15, 2029. Interest on the Notes is payable in cash on April 15th and October 15th of each year. The first interest payment date on the 2029 Senior Notes will be October 15, 2021. The 2029 Notes are general unsecured obligations of the Company and are not guaranteed by our subsidiaries. The Notes rank equal in right of payment with all of the Company’s existing and future senior unsecured indebtedness, and rank senior in right of payment to all of the Company’s future subordinated indebtedness, if any. The Notes will be effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including the indebtedness under the Company’s credit facilities described below. The Indenture contains several restrictive covenants including, but not limited to, limitations on the following: (i) the incurrence of additional indebtedness, (ii) payment of dividends or other restricted payments, (iii) the purchase, redemption or retirement of capital stock or subordinated debt, (iv) asset sales, mergers or consolidations, (v) transactions with affiliates, (vi) incurring liens, (vii) entering into sale-leaseback transactions, (viii) providing subsidiary guarantees and (ix) making certain investments, subject in each case to certain exceptions. The proceeds from the sale of the 2029 Notes was used to repay debt outstanding under the 2018 Credit Facility in connection with entering into the 2021 Credit Facility, as described above, and to redeem our 8.000% Senior Notes due 2026 (the “2026 Senior Notes”). 2026 Senior Notes Our 2026 Senior Notes bore interest at 8.000% per annum and were scheduled to mature on May 1, 2026. On March 2, 2021, pursuant to an indenture, dated as of April 18, 2018 between the Company and U.S. Bank National Association, as trustee ("Trustee"), the Trustee delivered redemption notices, on behalf of the Company, to holders of the Company’s 2026 Senior Notes to redeem the 2026 Senior Notes on April 1, 2021. The principal amount of the 2026 Senior Notes to be redeemed was $600 million, which represented all of the outstanding principal of the 2026 Senior Notes. The 2026 Senior Notes were redeemed at 100% of their principal, plus an applicable premium, and accrued and unpaid interest as of the redemption date. On March 23, 2021, the proceeds required for the redemption of the 2026 Senior Notes, the applicable premium and accrued interest totaling $647.7 million was irrevocably deposited with the Trustee and held by the Trustee until the date of redemption, April 1, 2021. Refer to Note P - Subsequent Event . The following table provides the Company’s debt holdings at March 31, 2021 and December 31, 2020 (in thousands) : March 31, 2021 December 31, 2020 Senior Notes $ 1,600,000 $ 600,000 Revolving Credit Facility 5,000 307,000 Less: Unamortized premiums and debt issuance costs (18,941) (7,540) Total debt $ 1,586,059 $ 899,460 Less: Current Portion of long-term debt (600,000) — Long-term debt $ 986,059 $ 899,460 The Company's 2029 Senior Notes consisted of the following carrying value and estimated fair value (in thousands): Fair Value Hierarchy Level March 31, 2021 Maturity Date Rate Carrying Value Fair Value 2029 Senior Notes April 15, 2029 5.250 % 2 1,000,000 1,042,500 Debt Issuance Costs Deferred debt issuance costs represent the costs associated with the issuance of the Company's financing arrangements. In connection with the 2029 Senior Notes offering in March 2021, the Company recorded $11.8 million in deferred financing costs. The net deferred financing costs associated with the Company's 2026 Senior Notes were $7.2 million at March 31, 2021, and were expensed on April 1, 2021 on the date of the redemption of the 2026 Senior Notes (refer to Note P - Subsequent Event ). In connection with entering into the 2021 Credit Facility, the Company recorded $5.4 million in deferred financing costs. Since the Company can borrow, repay and reborrow principal under the Revolving Credit Facility, the debt issuance costs associated with the Revolving Credit Facility have been classified as other non-current assets in the accompanying condensed consolidated balance sheet. The debt issuance costs associated with the Senior Notes are classified as a reduction of long-term debt in the accompanying condensed consolidated balance sheet. The following table summarizes unamortized premiums and debt issuance costs at March 31, 2021 and December 31, 2020, and the balance sheet classification in each of the periods presented ( in thousands ): March 31, 2021 December 31, 2020 Unamortized premiums and debt issuance costs $ 33,625 $ 16,466 Accumulated amortization (6,806) (6,121) Unamortized premiums and debt issuance costs, net $ 26,819 $ 10,345 Balance sheet classification: Other noncurrent assets $ 7,878 $ 2,805 Long-term debt 18,941 7,540 $ 26,819 $ 10,345 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure | Note I — Stockholders’ 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 trust interests. The Company will at all times have the identical number of trust interests outstanding as Trust shares. Each Trust share represents an undivided beneficial interest in the Trust, and each Trust share is entitled to one vote per share on any matter with respect to which members of the Company are entitled to vote. Secondary Offering In May 2020, the Company completed an offering of 5,000,000 Trust common shares at a public offering price of $17.60 per share. The proceeds to the Company, after deducting the underwriter's discount and offering costs, totaled approximately $83.9 million. Trust Preferred Shares The Trust is authorized to issue up to 50,000,000 Trust preferred shares and the Company is authorized to issue a corresponding number of trust preferred interests. Series C Preferred Shares On November 20, 2019, the Trust issued 4,000,000 7.875% Series C Preferred Shares (the "Series C Preferred Shares") with a liquidation preference of $25.00 per share, and on December 2, 2019, the Trust issued 600,000 of the Series C Preferred Shares which were sold pursuant to an option to purchase additional shares by the underwriters. Total proceeds from the issuance of the Series C Preferred Shares were $115.0 million, or $111.0 million net of underwriters' discount and issuance costs. Distributions on the Series C Preferred Shares will be payable quarterly in arrears, when and as declared by the Company's board of directors on January 30, April 30, July 30, and October 30 of each year, beginning on January 30, 2020, at a rate per annum of 7.875%. Distributions on the Series C Preferred Shares are cumulative and at March 31, 2021, $1.5 million of Series C distributions are accumulated and unpaid. Unless full cumulative distributions on the Series C Preferred Shares have been or contemporaneously are declared and set apart for payment of the Series C Preferred Shares for all past distribution periods, no distribution may be declared or paid for payment on the Trust common shares. The Series C Preferred Shares are not convertible into Trust common shares and have no voting rights, except in limited circumstances as provided for in the share designation for the Series C Preferred Shares. The Series C Preferred Shares may be redeemed at the Company's option, in whole or in part, at any time after January 30, 2025, at a price of $25.00 per share, plus any accumulated and unpaid distributions (thereon whether authorized or declared) to, but excluding, the redemption date. Holders of Series C Preferred Shares will have no right to require the redemption of the Series C Preferred Shares and there is no maturity date. Series B Preferred Shares On March 13, 2018, the Trust issued 4,000,000 7.875% Series B Trust Preferred Shares (the "Series B Preferred Shares") with a liquidation preference of $25.00 per share, for gross proceeds of $100.0 million, or $96.5 million net of underwriters' discount and issuance costs. Distributions on the Series B Preferred Shares will be payable quarterly in arrears, when and as declared by the Company's board of directors on January 30, April 30, July 30, and October 30 of each year, beginning on July 30, 2018, at a rate per annum of 7.875%. Distributions on the Series B Preferred Shares are cumulative and at March 31, 2021, $1.3 million of Series B distributions are accumulated and unpaid. Unless full cumulative distributions on the Series B Preferred Shares have been or contemporaneously are declared and set apart for payment of the Series B Preferred Shares for all past distribution periods, no distribution may be declared or paid for payment on the Trust common shares. The Series B Preferred Shares are not convertible into Trust common shares and have no voting rights, except in limited circumstances as provided for in the share designation for the preferred shares. The Series B Preferred Shares may be redeemed at the Company's option, in whole or in part, at any time after April 30, 2028, at a price of $25.00 per share, plus any accumulated and unpaid distributions (thereon whether authorized or declared) to, but excluding, the redemption date. Holders of Series B Preferred Shares will have no right to require the redemption of the Series B Preferred Shares and there is no maturity date. Series A Preferred Shares On June 28, 2017, the Trust issued 4,000,000 7.250% Series A Trust Preferred Shares (the "Series A Preferred Shares") with a liquidation preference of $25.00 per share, for gross proceeds of $100.0 million, or $96.4 million net of underwriters' discount and issuance costs. When, and if declared by the Company's board of directors, distribution on the Series A Preferred Shares will be payable quarterly on January 30, April 30, July 30, and October 30 of each year, beginning on October 30, 2017, at a rate per annum of 7.250%. Distributions on the Series A Preferred Shares are discretionary and non-cumulative. The Company has no obligation to pay distributions for a quarterly distribution period if the board of directors does not declare the distribution before the scheduled record of date for the period, whether or not distributions are paid for any subsequent distribution periods with respect to the Series A Preferred Shares, or the Trust common shares. If the Company's board of directors does not declare a distribution for the Series A Preferred Shares for a quarterly distribution period, during the remainder of that quarterly distribution period the Company cannot declare or pay distributions on the Trust common shares. The Series A Preferred Shares may be redeemed at the Company's option, in whole or in part, at any time after July 30, 2022, at a price of $25.00 per share, plus any declared and unpaid distributions. Holders of Series A Preferred Shares will have no right to require the redemption of the Series A Preferred Shares and there is no maturity date. The Series A Preferred Shares are not convertible into Trust common shares and have no voting rights, except in limited circumstances as provided for in the share designation for the preferred shares. Profit Allocation Interests The Allocation Interests represent the original equity interest in the Company. The holders of the Allocation Interests ("Holders") are entitled to receive distributions pursuant to a profit allocation formula upon the occurrence of certain events. The distributions of the profit allocation are paid upon the occurrence of the sale of a material amount of capital stock or assets of one of the Company’s businesses ("Sale Event") or, at the option of the Holders, at each five-year anniversary date of the acquisition of one of the Company’s businesses ("Holding Event"). The Company records distributions of the profit allocation to the Holders upon occurrence of a Sale Event or Holding Event as distributions declared on Allocation Interests to stockholders’ equity when they are approved by the Company’s board of directors. Holding Event The five-year anniversary of the acquisition of Sterno Products occurred in October 2019 which represented a Holding Event. The Company declared and paid a distribution to the Holders of $9.1 million in February 2020. The ten-year anniversary of Liberty occurred in March 2020 and the ten-year anniversary of Ergobaby occurred in September 2020. Both of these represented a Holding Event, and the holders of the Allocation Interests elected to defer the distribution until after the end of 2020. The profit allocation payment of $3.3 million related to the Liberty Holding Event and the profit allocation payment of $2.0 million related to the Ergobaby Holding Event were both paid in January 2021. Reconciliation of net income (loss) available to common shares of Holdings The following table reconciles net income attributable to Holdings to net income (loss) attributable to the common shares of Holdings ( in thousands ): Three months ended 2021 2020 Net income attributable to Holdings $ 18,994 $ 3,665 Less: Distributions paid - Allocation Interests 5,214 9,087 Less: Distributions paid - Preferred Shares 6,045 5,542 Less: Accrued distributions - Preferred Shares 2,869 2,869 Net income (loss) attributable to common shares of Holdings $ 4,866 $ (13,833) Earnings per share The Company calculates basic and diluted earnings per share using the two-class method which requires the Company to allocate to participating securities that have rights to earnings that otherwise would have been available only to Trust shareholders as a separate class of securities in calculating earnings per share. The Allocation Interests are considered participating securities that contain participating rights to receive profit allocations upon the occurrence of a Holding Event or Sale Event. The calculation of basic and diluted earnings per share for the three months ended March 31, 2021 and 2020 reflects the incremental increase during the period in the profit allocation distribution to Holders related to Holding Events. Basic and diluted earnings per share for the three months ended March 31, 2021 and 2020 attributable to the common shares of Holdings is calculated as follows (in thousands, except per share data) : Three months ended 2021 2020 Net income (loss) attributable to common shares of Holdings $ 4,866 $ (13,833) Less: Effect of contribution based profit - Holding Event 4,054 1,517 Net income (loss) attributable to common shares of Holdings $ 812 $ (15,350) Basic and diluted weighted average common shares outstanding 64,900 59,900 Basic and fully diluted income (loss) per common share attributable to Holdings $ 0.01 $ (0.26) Distributions The following table summarizes information related to our quarterly cash distributions on our Trust common and preferred shares (in thousands, except per share data ) : Period Cash Distribution per Share Total Cash Distributions Record Date Payment Date Trust Common Shares: January 1, 2021 - March 31, 2021 (1) $ 0.36 $ 23,364 April 15, 2021 April 22, 2021 October 1, 2020 - December 31, 2020 $ 0.36 $ 23,364 January 15, 2021 January 22, 2021 July 1, 2020 - September 30, 2020 $ 0.36 $ 23,364 October 15, 2020 October 22, 2020 April 1, 2020 - June 30, 2020 $ 0.36 $ 23,364 July 16, 2020 July 23, 2020 January 1, 2020 - March 31, 2020 $ 0.36 $ 21,564 April 16, 2020 April 23, 2020 October 1, 2019 - December 31, 2019 $ 0.36 $ 21,564 January 16, 2020 January 23, 2020 Series A Preferred Shares: January 30, 2021 - April 29, 2021 (1) $ 0.453125 $ 1,813 April 15, 2021 April 30, 2021 October 30, 2020 - January 29, 2021 $ 0.453125 $ 1,813 January 15, 2021 January 30, 2021 July 30, 2020 - September 29, 2020 $ 0.453125 $ 1,813 October 15, 2020 October 30, 2020 April 30, 2020 - July 29, 2020 $ 0.453125 $ 1,813 July 15, 2020 July 30, 2020 January 30, 2020 - April 29, 2020 $ 0.453125 $ 1,813 April 15, 2020 April 30, 2020 October 30, 2019 - January 29, 2020 $ 0.453125 $ 1,813 January 15, 2020 January 30, 2020 Series B Preferred Shares: January 30, 2021 - April 29, 2021 (1) $ 0.4921875 $ 1,969 April 15, 2021 April 30, 2021 October 30, 2020 - January 29, 2021 $ 0.4921875 $ 1,969 January 15, 2021 January 30, 2021 July 30, 2020 - September 29, 2020 $ 0.4921875 $ 1,969 October 15, 2020 October 30, 2020 April 30, 2020 - July 29, 2020 $ 0.4921875 $ 1,969 July 15, 2020 July 30, 2020 January 30, 2020 - April 29, 2020 $ 0.4921875 $ 1,969 April 15, 2020 April 30, 2020 October 30, 2019 - January 29, 2020 $ 0.4921875 $ 1,969 January 15, 2020 January 30, 2020 Series C Preferred Shares: January 30, 2021 - April 29, 2021 (1) $ 0.4921875 $ 2,264 April 15, 2021 April 30, 2021 October 30, 2020 - January 29, 2021 $ 0.4921875 $ 2,264 January 15, 2021 January 30, 2021 July 30, 2020 - September 29, 2020 $ 0.4921875 $ 2,264 October 15, 2020 October 30, 2020 April 30, 2020 - July 29, 2020 $ 0.4921875 $ 2,264 July 15, 2020 July 30, 2020 January 30, 2020 - April 29, 2020 $ 0.4921875 $ 2,264 April 15, 2020 April 30, 2020 November 20, 2019 - January 29, 2020 $ 0.38281 $ 1,531 January 15, 2020 January 30, 2020 (1) This distribution was declared on April 1, 2021. |
Noncontrolling Interest
Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Noncontrolling Interest Noncontrolling interest represents the portion of the Company’s majority owned subsidiary’s net income (loss) and equity that is owned by noncontrolling shareholders. The following tables reflect the Company’s ownership percentage of its majority owned operating segments and related noncontrolling interest balances as of March 31, 2021 and December 31, 2020: % Ownership (1) March 31, 2021 % Ownership (1) December 31, 2020 Primary Fully Primary Fully 5.11 97.6 87.5 97.6 88.1 BOA 81.9 74.8 81.9 74.8 Ergobaby 81.4 72.6 81.4 72.6 Liberty 91.2 86.0 91.2 86.0 Marucci 92.2 83.8 92.2 83.8 Velocity Outdoor 99.3 88.0 99.3 88.0 ACI 71.8 67.6 71.8 67.6 Altor 100.0 91.5 100.0 91.5 Arnold 98.0 87.8 96.7 81.1 Sterno 100.0 87.1 100.0 88.5 (1) The principal difference between primary and diluted percentages of our operating segments is due to stock option issuances of operating segment stock to management of the respective businesses. Noncontrolling Interest Balances (in thousands) March 31, 2021 December 31, 2020 5.11 $ 15,242 $ 14,567 BOA 63,189 61,625 Ergobaby 28,006 27,408 Liberty 4,149 3,836 Marucci 12,251 11,386 Velocity Outdoor 4,375 4,077 ACI (6,188) (7,175) Altor 3,158 2,901 Arnold 1,149 1,117 Sterno 536 282 Allocation Interests 100 100 $ 125,967 $ 120,124 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The following table provides the assets and liabilities carried at fair value measured on a recurring basis at March 31, 2021 and December 31, 2020 ( in thousands ): Fair Value Measurements at March 31, 2021 Carrying Level 1 Level 2 Level 3 Liabilities: Put option of noncontrolling shareholders (1) $ (556) $ — $ — $ (556) Contingent consideration - acquisition (2) (1,350) — — (1,350) Total recorded at fair value $ (1,906) $ — $ — $ (1,906) (1) Represents put option issued to noncontrolling shareholders in connection with the 5.11 and Liberty acquisitions. (2) Represents potential earn-out payable as additional purchase price consideration by Altor in connection with the acquisition of Polyfoam. Fair Value Measurements at December 31, 2020 Carrying Level 1 Level 2 Level 3 Liabilities: Put option of noncontrolling shareholders (1) $ (435) $ — $ — $ (435) Contingent consideration - acquisition (2) (1,350) — — (1,350) Total recorded at fair value $ (1,785) $ — $ — $ (1,785) (1) Represents put option issued to noncontrolling shareholders in connection with the 5.11 and Liberty acquisitions. (2) Represents potential earn-out payable as additional purchase price consideration by Altor in connection with the acquisition of Polyfoam. Reconciliations of the change in the carrying value of the Level 3 fair value measurements from January 1, 2020 through March 31, 2021 are as follows ( in thousands ): Level 3 Balance at January 1, 2020 $ (111) Increase in the fair value of put option of noncontrolling shareholder - Liberty (264) Increase in the fair value of put option of noncontrolling shareholder - 5.11 (60) Contingent consideration - Polyfoam (1,350) Balance at December 31, 2020 $ (1,785) Increase in the fair value of put option of noncontrolling shareholder - Liberty (121) Balance at March 31, 2021 $ (1,906) Valuation Techniques The Company has not changed its valuation techniques in measuring the fair value of any of its other financial assets and liabilities during the period. For details of the Company’s fair value measurement policies under the fair value hierarchy, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Nonrecurring Fair Value Measurements |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income taxes Each fiscal quarter, the Company estimates its annual effective tax rate and applies that rate to its interim pre-tax earnings. In this regard, the Company reflects the full year’s estimated tax impact of certain unusual or infrequently occurring items and the effects of changes in tax laws or rates in the interim period in which they occur. The computation of the annual estimated effective tax rate in each interim period requires certain estimates and significant judgment, including the projected operating income for the year, projections of the proportion of income earned and taxed in other jurisdictions, permanent and temporary differences and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, as additional information is obtained, as our tax structure changes or as the tax environment changes. Certain foreign operations are subject to foreign income taxation under existing provisions of the laws of those jurisdictions. The reconciliation between the Federal Statutory Rate and the effective income tax rate for the three months ended March 31, 2021 and 2020 is as follows: Three months ended March 31, 2021 2020 United States Federal Statutory Rate 21.0 % 21.0 % State income taxes (net of Federal benefits) 3.5 12.2 Foreign income taxes 1.9 (1.6) Expenses of Compass Group Diversified Holdings LLC representing a pass through to shareholders (1) 6.2 6.7 Impact of subsidiary employee stock options 0.3 6.2 Credit utilization (1.8) (4.5) Non-recognition of NOL carryforwards at subsidiaries 0.6 (47.1) Effect of Tax Act (4.7) 6.2 Other (1.5) 5.2 Effective income tax rate 25.5 % 4.3 % (1) The effective income tax rate for the three months ended March 31, 2021 and 2020 includes a loss at the Company's parent, which is currently taxed as a partnership. |
Defined Benefit Plan
Defined Benefit Plan | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Defined Benefit Plan | Defined Benefit Plan In connection with the acquisition of Arnold, the Company has a defined benefit plan covering substantially all of Arnold’s employees at its Lupfig, Switzerland location. The benefits are based on years of service and the employees’ highest average compensation during the specific period. The unfunded liability of $2.9 million is recognized in the consolidated balance sheet as a component of other non-current liabilities at March 31, 2021. Net periodic benefit cost consists of the following for the three months ended March 31, 2021 and 2020 (in thousands ): Three months ended March 31, 2021 2020 Service cost $ 109 $ 139 Interest cost 6 8 Expected return on plan assets (19) (21) Amortization of unrecognized loss 9 56 Effect of curtailment 57 — Net periodic benefit cost $ 162 $ 182 During the three months ended March 31, 2021 , per the terms of the pension agreement, Arnold contributed $0.1 million to the plan. For the remainder of 2021, the expected contribution to the plan will be approximately $0.2 million. The plan assets are pooled with assets of other participating employers and are not separable; therefore, the fair values of the pension plan assets at March 31, 2021 were considered Level 3. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | ote N - Commitments and Contingencies In the normal course of business, the Company and its subsidiaries are involved in various claims and legal proceedings. While the ultimate resolution of these matters has yet to be determined, the Company does not believe that any unfavorable outcomes will have a material adverse effect on the Company's consolidated financial position or results of operations. Leases The Company and its subsidiaries lease manufacturing facilities, warehouses, office facilities, retail stores, equipment and vehicles under various operating arrangements. Certain of the leases are subject to escalation clauses and renewal periods. The Company and its subsidiaries recognize lease expense, including predetermined fixed escalations, on a straight-line basis over the initial term of the lease including reasonably assured renewal periods from the time that the Company and its subsidiaries control the leased property. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Certain of our subsidiaries have leases that contain both fixed rent costs and variable rent costs based on achievement of certain operating metrics. The variable lease expense was not a material component of our total lease expense for the three months ended March 31, 2021 and 2020. In the three months ended March 31, 2021 and March 31, 2020, the Company recognized $9.4 million and $7.3 million, respectively, in expense related to operating leases in the condensed consolidated statements of operations. The maturities of lease liabilities at March 31, 2021 are as follows ( in thousands ): 2021 (excluding three months ended March 31, 2021) $ 23,648 2022 30,975 2023 24,056 2024 19,292 2025 15,991 Thereafter 35,953 Total undiscounted lease payments $ 149,915 Less: Interest 28,136 Present value of lease liabilities $ 121,779 The calculated amount of the right-of-use assets and lease liabilities in the table above are impacted by the length of the lease term and discount rate used to present value the minimum lease payments. The Company's lease agreements often include one or more options to renew at the company's discretion. In general, it is not reasonably certain that lease renewals will be exercised at lease commencement and therefore lease renewals are not included in the lease term. Regarding the discount rate, lease accounting guidance requires the use of a rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes the incremental borrowing rate of the subsidiary entering into the lease arrangement, on a collateralized basis, over a similar term as adjusted for any country specific risk. The weighted average remaining lease terms and discount rates for all of our operating leases were as follows: Lease Term and Discount Rate March 31, 2021 March 31, 2020 Weighted-average remaining lease term (years) 5.74 6.39 Weighted-average discount rate 7.51 % 7.75 % Supplemental balance sheet information related to leases was as follows ( in thousands ): Line Item in the Company’s Consolidated Balance Sheet March 31, 2021 March 31, 2020 Operating lease right-of-use assets Other non-current assets $ 108,564 $ 91,830 Current portion, operating lease liabilities Other current liabilities $ 25,772 $ 18,721 Operating lease liabilities Other non-current liabilities $ 96,007 $ 76,858 Supplemental cash flow information related to leases was as follows ( in thousands ): Three months ended March 31, 2021 Three months ended March 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 9,352 $ 7,319 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 11,776 $ 4,539 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Management Services Agreement The Company entered into the MSA with CGM effective May 16, 2006. The MSA provides for, among other things, CGM to perform services for the Company in exchange for a management fee paid quarterly and equal to 0.5% of the Company's adjusted net assets, as defined in the MSA. In March 2020, as a proactive measure to provide the Company with additional cash liquidity in light of the COVID-19 pandemic, the Company elected to draw down $200 million on our 2018 Revolving Credit Facility. The Company and CGM entered into a waiver agreement whereby CGM agreed to waive the portion of the management fee attributable to the cash balances held at the Company as of March 31, 2020. In addition, due to the unprecedented uncertainty as a result of the COVID-19 pandemic, CGM agreed to waive 50% of the management fee calculated at June 30, 2020 that was paid in July 2020. Further, for the third quarter of 2020, the Company and CGM entered into a waiver agreement whereby CGM agreed to waive the portion of the management fee attributable to the cash balances held at the Company as of September 30, 2020. CGM has also entered into a waiver of the MSA for a period through December 31, 2021 to receive a 1% annual management fee related to BOA, rather than the 2% called for under the MSA. In the first quarter of 2021, the Company and CGM entered into a waiver agreement whereby CGM agreed to waive the portion of the management fee related to the amount of the proceeds irrevocably deposited with the Trustee that is in excess of the amount payable related to the 2026 Senior Notes at March 31, 2021. Integration Services Agreements BOA, which was acquired in October 2020, entered into an Integration Services Agreement ("ISA") with CGM whereby BOA will pay CGM an integration service fee of $4.4 million quarterly over a twelve month period as services are rendered, beginning in the quarter ended December 31, 2020. Marucci Sports, which was acquired in April 2020, entered into an ISA with CGM. Marucci will pay CGM an integration service fee of $2.0 million quarterly over a twelve month period as services are rendered beginning in the quarter ended September 30, 2020. Under the ISAs, CGM provides services for new platform acquisitions to, amongst other things, assist the management at the acquired entities in establishing a corporate governance program, implement compliance and reporting requirements of the Sarbanes-Oxley Act of 2002, as amended, and align the acquired entity's policies and procedures with our other subsidiaries. The Company and its businesses have the following significant related party transactions : 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. 5.11 purchased approximately $0.4 million and $0.5 million during the three months ended March 31, 2021 and |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Event [Line Items] | |
Subsequent Events | OTE P - SUBSEQUENT EVENT On March 2, 2021, pursuant to the Indenture by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”), the Trustee delivered redemption notices, on behalf of the Company, to holders of the Company’s 2026 Senior Notes to redeem the 2026 Senior Notes on April 1, 2021. The principal amount of the 2026 Senior Notes to be redeemed was $600 million, which represents all of the outstanding principal of the 2026 Senior Notes. The 2026 Senior Notes were to be redeemed at 100% of their principal, plus an applicable premium, and accrued interest as of the redemption date. The proceeds for the redemption of the 2026 Senior Notes was funded by the issuance of the 2029 Senior Notes of $1 billion on March 23, 2021. The proceeds required for the redemption of the 2026 Senior Notes, the applicable premium and accrued interest totaled $647.7 million and was irrevocably deposited with the Trustee on March 23, 2021 and held by the Trustee at March 31, 2021 (refer to Note H - Debt ). On April 1, 2021, the Company redeemed the 2026 Senior Notes. The redemption of the 2026 Senior Notes resulted in a Loss on Debt Extinguishment of approximately $33.2 million which is comprised of the premium paid for early redemption of the 2026 Senior Notes, and the expensing of the deferred financing costs and bond premium associated with the 2026 Senior Notes. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | OTE P - SUBSEQUENT EVENT On March 2, 2021, pursuant to the Indenture by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”), the Trustee delivered redemption notices, on behalf of the Company, to holders of the Company’s 2026 Senior Notes to redeem the 2026 Senior Notes on April 1, 2021. The principal amount of the 2026 Senior Notes to be redeemed was $600 million, which represents all of the outstanding principal of the 2026 Senior Notes. The 2026 Senior Notes were to be redeemed at 100% of their principal, plus an applicable premium, and accrued interest as of the redemption date. The proceeds for the redemption of the 2026 Senior Notes was funded by the issuance of the 2029 Senior Notes of $1 billion on March 23, 2021. The proceeds required for the redemption of the 2026 Senior Notes, the applicable premium and accrued interest totaled $647.7 million and was irrevocably deposited with the Trustee on March 23, 2021 and held by the Trustee at March 31, 2021 (refer to Note H - Debt ). On April 1, 2021, the Company redeemed the 2026 Senior Notes. The redemption of the 2026 Senior Notes resulted in a Loss on Debt Extinguishment of approximately $33.2 million which is comprised of the premium paid for early redemption of the 2026 Senior Notes, and the expensing of the deferred financing costs and bond premium associated with the 2026 Senior Notes. |
Presentation and Principles o_2
Presentation and Principles of Consolidation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Consolidation | ConsolidationThe condensed consolidated financial statements include the accounts of Holdings and all majority owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. |
Seasonality | SeasonalityEarnings of certain of our operating segments are seasonal in nature due to various recurring events, holidays and seasonal weather patterns, as well as the timing of our acquisitions during a given year. Historically, the third and fourth quarters produce the highest net sales during our fiscal year. |
Recently Issued and Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This guidance removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. This guidance also clarifies and simplifies other areas of ASC 740. The guidance was effective for fiscal years and interim periods beginning after December 15, 2020 and early adoption is permitted. The adoption of this guidance on January 1, 2021 did not have a material impact on our consolidated financial statements. |
Revenue | he Company recognizes revenue in accordance with the provisions of Revenue from Contracts with Customers, or ASC 606. Revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services, and excludes any sales incentives or taxes collected from customers which are subsequently remitted to government authorities. Disaggregated Revenue - The Company disaggregates revenue by strategic business unit and by geography for each strategic business unit which are categories that depict how the nature, amount and uncertainty of revenue and cash flows are affected by economic factors. This disaggregation also represents how the Company evaluates its financial performance, as well as how the Company communicates its financial performance to the investors and other users of its financial statements. Each strategic business unit represents the Company’s reportable segments and offers different products and services. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables provide disaggregation of revenue by reportable segment geography for the three months ended March 31, 2021 and 2020 (in thousands): Three months ended March 31, 2021 5.11 BOA Ergo Liberty Marucci Velocity ACI Altor Arnold Sterno Total United States $ 80,783 $ 14,081 $ 8,799 $ 30,603 $ 36,096 $ 58,269 $ 21,562 $ 32,744 $ 21,361 $ 74,025 $ 378,323 Canada 2,554 224 754 848 341 3,223 — — 205 3,000 11,149 Europe 7,155 13,350 7,345 — 29 2,521 — — 8,858 249 39,507 Asia Pacific 3,813 8,728 5,261 — 182 276 — — 1,293 15 19,568 Other international 5,572 69 169 27 — 1,343 — 5,076 768 25 13,049 $ 99,877 $ 36,452 $ 22,328 $ 31,478 $ 36,648 $ 65,632 $ 21,562 $ 37,820 $ 32,485 $ 77,314 $ 461,596 Three months ended March 31, 2020 5.11 Ergo Liberty Velocity ACI Altor Arnold Sterno Total United States $ 72,427 $ 6,258 $ 24,657 $ 25,879 $ 21,696 $ 23,587 $ 18,563 $ 80,016 $ 273,083 Canada 1,474 700 303 1,920 — — 156 2,927 7,480 Europe 6,307 5,787 — 1,698 — — 8,328 58 22,178 Asia Pacific 3,511 5,903 — 246 — — 1,395 28 11,083 Other international 12,062 1,001 — 647 — 4,796 1,116 3 19,625 $ 95,781 $ 19,649 $ 24,960 $ 30,390 $ 21,696 $ 28,383 $ 29,558 $ 83,032 $ 333,449 |
Operating Segment Data (Tables)
Operating Segment Data (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Net Sales of Operating Segments | Net Revenues Three months ended March 31, (in thousands) 2021 2020 5.11 $ 99,877 $ 95,781 BOA 36,452 — Ergobaby 22,328 19,649 Liberty 31,478 24,960 Marucci 36,648 — Velocity Outdoor 65,632 30,390 ACI 21,562 21,696 Altor 37,820 28,383 Arnold 32,485 29,558 Sterno 77,314 83,032 Total segment revenue 461,596 333,449 Corporate and other — — Total consolidated revenues $ 461,596 $ 333,449 |
Summary of Profit (Loss) of Operating Segments | Segment profit (loss) (1) Three months ended March 31, (in thousands) 2021 2020 5.11 $ 5,836 $ 4,586 BOA 7,254 — Ergobaby 1,964 1,554 Liberty 5,630 3,145 Marucci 10,507 — Velocity Outdoor 11,034 (1,164) ACI 5,495 5,738 Altor 4,684 3,512 Arnold 2,996 1,653 Sterno 4,284 5,269 Total 59,684 24,293 Reconciliation of segment profit (loss) to consolidated net income before income taxes: Interest expense, net (13,805) (8,597) Other income (expense), net (2,227) 661 Corporate and other (2) (14,136) (11,255) Total consolidated income before income taxes $ 29,516 $ 5,102 (1) Segment profit (loss) represents operating income (loss). |
Summary of Goodwill and Identifiable Assets of Operating Segments | Depreciation and Amortization Expense Three months ended March 31, (in thousands) 2021 2020 5.11 $ 5,358 $ 5,152 BOA 4,890 — Ergobaby 2,217 2,053 Liberty 441 406 Marucci 2,139 — Velocity Outdoor 3,073 3,247 ACI 517 646 Altor 2,563 3,047 Arnold 1,721 1,631 Sterno 5,185 5,624 Total 28,104 21,806 Reconciliation of segment to consolidated total: Amortization of debt issuance costs and bond premium 603 525 Consolidated total $ 28,707 $ 22,331 Accounts Receivable Identifiable Assets March 31, December 31, March 31, December 31, (in thousands) 2021 2020 2021 (1) 2020 (1) 5.11 $ 47,151 $ 50,082 $ 351,378 $ 354,033 BOA 1,921 1,492 265,494 269,438 Ergobaby 10,116 5,034 92,095 91,293 Liberty 16,901 18,877 38,162 35,858 Marucci 19,973 10,172 126,506 129,116 Velocity Outdoor 40,711 40,126 197,648 191,180 ACI 8,022 7,252 25,283 28,932 Altor 32,015 34,088 165,365 164,800 Arnold 22,861 13,237 83,693 75,958 Sterno 61,112 70,467 252,214 251,307 Allowance for doubtful accounts (18,312) (18,320) — — Total 242,471 232,507 1,597,838 1,591,915 Reconciliation of segment to consolidated total: Corporate and other identifiable assets (2) — — 664,510 8,093 Consolidated total $ 242,471 $ 232,507 $ 2,262,348 $ 1,600,008 (1) Does not include accounts receivable balances per schedule above or goodwill balances - refer to Note F - "Goodwill and Other Intangible Assets" . (2) Corporate identifiable assets at March 31, 2021 includes $647.7 million related to the settlement of the Company's 8.000% 2026 Senior Notes on April 1, 2021 (refer to Note P - Subsequent Event ). |
Property, Plant and Equipment_2
Property, Plant and Equipment and Inventory (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | March 31, 2021 December 31, 2020 Machinery and equipment $ 225,294 $ 217,639 Furniture, fixtures and other 49,609 48,251 Leasehold improvements 52,826 51,663 Buildings and land 14,164 10,817 Construction in process 15,675 15,713 357,568 344,083 Less: accumulated depreciation (180,261) (171,414) Total $ 177,307 $ 172,669 |
Summary of Inventory | Inventory is comprised of the following at March 31, 2021 and December 31, 2020 (in thousands) : March 31, 2021 December 31, 2020 Raw materials $ 86,873 $ 81,357 Work-in-process 16,191 14,979 Finished goods 306,716 289,035 Less: obsolescence reserve (25,480) (21,998) Total $ 384,300 $ 363,373 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Reconciliation of Change in Carrying Value of Goodwill | A summary of the net carrying value of goodwill at March 31, 2021 and December 31, 2020, is as follows (in thousands) : Three months ended March 31, 2021 Year ended Goodwill - gross carrying amount $ 844,090 $ 823,748 Accumulated impairment losses (57,745) (57,745) Goodwill - net carrying amount $ 786,345 $ 766,003 The following is a reconciliation of the change in the carrying value of goodwill for the three months ended March 31, 2021 by operating segment (in thousands) : Balance at January 1, 2021 Acquisitions Balance at March 31, 2021 5.11 $ 92,966 $ — $ 92,966 BOA 254,153 — 254,153 Ergobaby 63,531 (2,083) 61,448 Liberty 32,828 — 32,828 Marucci 68,170 — 68,170 Velocity Outdoor 30,079 — 30,079 ACI 58,019 — 58,019 Altor 75,369 — 75,369 Arnold 26,903 22,425 49,328 Sterno 55,336 — 55,336 Corporate (1) 8,649 — 8,649 Total $ 766,003 $ 20,342 $ 786,345 (1) Represents goodwill resulting from purchase accounting adjustments not "pushed down" to the ACI segment. This amount is allocated back to the ACI segment for purposes of goodwill impairment testing. |
Summary of Other Intangible Assets | Other intangible assets are comprised of the following at March 31, 2021 and December 31, 2020 (in thousands) : March 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 548,262 $ (200,501) $ 347,761 $ 548,262 $ (191,142) $ 357,120 Technology and patents 155,732 (38,514) 117,218 155,392 (35,552) 119,840 Trade names, subject to amortization 358,818 (71,306) 287,512 358,818 (65,318) 293,500 Licensing and non-compete agreements 7,642 (7,522) 120 7,642 (7,422) 220 Distributor relations and other 2,476 (914) 1,562 726 (726) — Total 1,072,930 (318,757) 754,173 1,070,840 (300,160) 770,680 Trade names, not subject to amortization 59,985 — 59,985 59,985 — 59,985 In-process research and development (1) 6,500 — 6,500 6,500 — 6,500 Total intangibles, net $ 1,139,415 $ (318,757) $ 820,658 $ 1,137,325 $ (300,160) $ 837,165 |
Summary of Estimated Charges to Amortization Expense of Intangible Assets | Estimated charges to amortization expense of intangible assets for the remainder of 2021 and the next four years, is as follows (in thousands) : 2021 2022 2023 2024 2025 $ 55,316 $ 72,133 $ 71,691 $ 69,931 $ 64,645 |
Warranties (Tables)
Warranties (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Guarantees [Abstract] | |
Change in Carrying Value of Company's Warranty Liability | A reconciliation of the change in the carrying value of the Company’s warranty liability for the three months ended March 31, 2021 and the year ended December 31, 2020 is as follows ( in thousands ): Warranty liability Three months ended March 31, 2021 Year ended December 31, 2020 Beginning balance $ 2,390 $ 1,583 Provision for warranties issued during the period 1,455 3,772 Fulfillment of warranty obligations (1,321) (3,614) Other (1) — 649 Ending balance $ 2,524 $ 2,390 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Debt Holdings | he following table provides the Company’s debt holdings at March 31, 2021 and December 31, 2020 (in thousands) : March 31, 2021 December 31, 2020 Senior Notes $ 1,600,000 $ 600,000 Revolving Credit Facility 5,000 307,000 Less: Unamortized premiums and debt issuance costs (18,941) (7,540) Total debt $ 1,586,059 $ 899,460 Less: Current Portion of long-term debt (600,000) — Long-term debt $ 986,059 $ 899,460 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Summary of Basic and Diluted Earnings Per Share | Basic and diluted earnings per share for the three months ended March 31, 2021 and 2020 attributable to the common shares of Holdings is calculated as follows (in thousands, except per share data) : Three months ended 2021 2020 Net income (loss) attributable to common shares of Holdings $ 4,866 $ (13,833) Less: Effect of contribution based profit - Holding Event 4,054 1,517 Net income (loss) attributable to common shares of Holdings $ 812 $ (15,350) Basic and diluted weighted average common shares outstanding 64,900 59,900 Basic and fully diluted income (loss) per common share attributable to Holdings $ 0.01 $ (0.26) |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Company's Ownership Percentage of its Majority Owned Operating Segments and Related Noncontrolling Interest | The following tables reflect the Company’s ownership percentage of its majority owned operating segments and related noncontrolling interest balances as of March 31, 2021 and December 31, 2020: % Ownership (1) March 31, 2021 % Ownership (1) December 31, 2020 Primary Fully Primary Fully 5.11 97.6 87.5 97.6 88.1 BOA 81.9 74.8 81.9 74.8 Ergobaby 81.4 72.6 81.4 72.6 Liberty 91.2 86.0 91.2 86.0 Marucci 92.2 83.8 92.2 83.8 Velocity Outdoor 99.3 88.0 99.3 88.0 ACI 71.8 67.6 71.8 67.6 Altor 100.0 91.5 100.0 91.5 Arnold 98.0 87.8 96.7 81.1 Sterno 100.0 87.1 100.0 88.5 (1) The principal difference between primary and diluted percentages of our operating segments is due to stock option issuances of operating segment stock to management of the respective businesses. Noncontrolling Interest Balances (in thousands) March 31, 2021 December 31, 2020 5.11 $ 15,242 $ 14,567 BOA 63,189 61,625 Ergobaby 28,006 27,408 Liberty 4,149 3,836 Marucci 12,251 11,386 Velocity Outdoor 4,375 4,077 ACI (6,188) (7,175) Altor 3,158 2,901 Arnold 1,149 1,117 Sterno 536 282 Allocation Interests 100 100 $ 125,967 $ 120,124 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Carried at Fair Value Measured on Recurring Basis | The following table provides the assets and liabilities carried at fair value measured on a recurring basis at March 31, 2021 and December 31, 2020 ( in thousands ): Fair Value Measurements at March 31, 2021 Carrying Level 1 Level 2 Level 3 Liabilities: Put option of noncontrolling shareholders (1) $ (556) $ — $ — $ (556) Contingent consideration - acquisition (2) (1,350) — — (1,350) Total recorded at fair value $ (1,906) $ — $ — $ (1,906) (1) Represents put option issued to noncontrolling shareholders in connection with the 5.11 and Liberty acquisitions. (2) Represents potential earn-out payable as additional purchase price consideration by Altor in connection with the acquisition of Polyfoam. Fair Value Measurements at December 31, 2020 Carrying Level 1 Level 2 Level 3 Liabilities: Put option of noncontrolling shareholders (1) $ (435) $ — $ — $ (435) Contingent consideration - acquisition (2) (1,350) — — (1,350) Total recorded at fair value $ (1,785) $ — $ — $ (1,785) |
Reconciliations of Change in Carrying Value of Level 3 Fair Value Measurements | Reconciliations of the change in the carrying value of the Level 3 fair value measurements from January 1, 2020 through March 31, 2021 are as follows ( in thousands ): Level 3 Balance at January 1, 2020 $ (111) Increase in the fair value of put option of noncontrolling shareholder - Liberty (264) Increase in the fair value of put option of noncontrolling shareholder - 5.11 (60) Contingent consideration - Polyfoam (1,350) Balance at December 31, 2020 $ (1,785) Increase in the fair value of put option of noncontrolling shareholder - Liberty (121) Balance at March 31, 2021 $ (1,906) |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Reconciliation Between Federal Statutory Rate and Effective Income Tax Rate | The reconciliation between the Federal Statutory Rate and the effective income tax rate for the three months ended March 31, 2021 and 2020 is as follows: Three months ended March 31, 2021 2020 United States Federal Statutory Rate 21.0 % 21.0 % State income taxes (net of Federal benefits) 3.5 12.2 Foreign income taxes 1.9 (1.6) Expenses of Compass Group Diversified Holdings LLC representing a pass through to shareholders (1) 6.2 6.7 Impact of subsidiary employee stock options 0.3 6.2 Credit utilization (1.8) (4.5) Non-recognition of NOL carryforwards at subsidiaries 0.6 (47.1) Effect of Tax Act (4.7) 6.2 Other (1.5) 5.2 Effective income tax rate 25.5 % 4.3 % |
Defined Benefit Plan (Tables)
Defined Benefit Plan (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Summary of Net Periodic Benefit Cost | Net periodic benefit cost consists of the following for the three months ended March 31, 2021 and 2020 (in thousands ): Three months ended March 31, 2021 2020 Service cost $ 109 $ 139 Interest cost 6 8 Expected return on plan assets (19) (21) Amortization of unrecognized loss 9 56 Effect of curtailment 57 — Net periodic benefit cost $ 162 $ 182 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Supplemental Balance Sheet Disclosures | Supplemental balance sheet information related to leases was as follows ( in thousands ): Line Item in the Company’s Consolidated Balance Sheet March 31, 2021 March 31, 2020 Operating lease right-of-use assets Other non-current assets $ 108,564 $ 91,830 Current portion, operating lease liabilities Other current liabilities $ 25,772 $ 18,721 Operating lease liabilities Other non-current liabilities $ 96,007 $ 76,858 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows ( in thousands ): Three months ended March 31, 2021 Three months ended March 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 9,352 $ 7,319 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 11,776 $ 4,539 |
Weighted Average Remaining Lease Term and Discount Rate For Operating Leases | The weighted average remaining lease terms and discount rates for all of our operating leases were as follows: Lease Term and Discount Rate March 31, 2021 March 31, 2020 Weighted-average remaining lease term (years) 5.74 6.39 Weighted-average discount rate 7.51 % 7.75 % |
Maturities of Lease Liabilities | The maturities of lease liabilities at March 31, 2021 are as follows ( in thousands ): 2021 (excluding three months ended March 31, 2021) $ 23,648 2022 30,975 2023 24,056 2024 19,292 2025 15,991 Thereafter 35,953 Total undiscounted lease payments $ 149,915 Less: Interest 28,136 Present value of lease liabilities $ 121,779 |
Presentation and Principles o_3
Presentation and Principles of Consolidation - Narrative (Details) | 3 Months Ended |
Mar. 31, 2021Segment | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Sole owner of Trust interest of the company | 100.00% |
Number of reportable operating segments | 10 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 01, 2021 | Oct. 16, 2020 | Jul. 01, 2020 | Apr. 20, 2020 | Sep. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Jan. 01, 2020 |
Business Acquisition [Line Items] | ||||||||||
Goodwill | $ 786,345 | $ 766,003 | $ 766,003 | |||||||
Borrowings under credit facility | 143,000 | $ 200,000 | ||||||||
Marucci [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Goodwill | $ 68,170 | $ 68,170 | ||||||||
Marucci [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Step Acquisition, Inventory, Remeasurement | $ 4,300 | |||||||||
Integration service fees payable | 2,000 | |||||||||
Goodwill | 68,170 | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired and Net of Transactions Costs | $ 198,916 | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 92.20% | |||||||||
Business Combination, Acquisition Related Costs | $ 2,042 | $ 2,000 | ||||||||
Business Combination, Consideration Transferred, Increase (Decrease) in Working Capital | 728 | |||||||||
Business Combination, Acquired Receivables, Estimated Uncollectible | $ 1,200 | |||||||||
BOA | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Step Acquisition, Inventory, Remeasurement | $ 1,500 | |||||||||
Integration service fees payable | 4,400 | |||||||||
Goodwill | 254,153 | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired and Net of Transactions Costs | $ 454,326 | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 82.00% | |||||||||
Business Combination, Acquisition Related Costs | $ 2,517 | $ 2,500 | ||||||||
Business Combination, Consideration Transferred, Increase (Decrease) in Working Capital | (1,970) | |||||||||
Borrowings under credit facility | 300,000 | |||||||||
Business Combination, Acquired Receivables, Estimated Uncollectible | $ 60 | |||||||||
Arnold | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Goodwill | $ 22,400 | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired and Net of Transactions Costs | 34,400 | |||||||||
Business acquisition, payment through equity investment | $ 35,500 | |||||||||
Foam Fabricators [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to Acquire Businesses, Net of Cash Acquired and Net of Transactions Costs | $ 12,800 | $ 3,600 | ||||||||
Business Combination, Contingent Consideration, Earn out Provision, Fair Value | $ 1,400 | |||||||||
Non- Controlling Interest | Marucci [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 7.80% | |||||||||
Non- Controlling Interest | BOA | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 18.00% |
Acquisition - Schedule of Asset
Acquisition - Schedule of Assets Acquired and Liabilities Assumed as of the Acquisition Date (Detail) - USD ($) $ in Thousands | Oct. 16, 2020 | Apr. 20, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Jan. 01, 2020 |
Assets: | |||||||||
Goodwill | $ 786,345 | $ 766,003 | $ 766,003 | ||||||
Acquisition Consideration | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 34,257 | $ 0 | |||||||
Marucci [Member] | |||||||||
Assets: | |||||||||
Goodwill | $ 68,170 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 2,730 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 11,471 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 14,481 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 10,307 | ||||||||
Payments to Acquire Businesses, Gross | 200,000 | ||||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 12,700 | ||||||||
Business Combination, Acquired Receivables, Estimated Uncollectible | 1,200 | ||||||||
Business Combination, Step Acquisition, Inventory, Remeasurement | 4,300 | ||||||||
Business Combination, Step Acquisition, Inventory Amortized | $ 1,300 | $ 3,000 | |||||||
Business Combination, Step Acquisition, PP&E, Remeasurement | 2,500 | ||||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | 11,127 | ||||||||
Notes Receivable, Related Parties | 42,100 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 2,208 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 100,211 | ||||||||
Acquisition Consideration | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 209,578 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 6,501 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 43,058 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities And Noncontrolling Interest | 61,847 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Including Noncontrolling Interest | 147,731 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Including Related Party Debt | 200,958 | ||||||||
Cash Acquired from Acquisition | 2,730 | ||||||||
Business Combination, Consideration Transferred, Increase (Decrease) in Working Capital | 728 | ||||||||
Business Combination, Consideration Transferred, Other | (2,500) | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 200,958 | ||||||||
Business Combination, Acquisition Related Costs | 2,042 | $ 2,000 | |||||||
Payments to Acquire Businesses, Net of Cash Acquired and Net of Transactions Costs | 198,916 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | $ 1,161 | ||||||||
BOA | |||||||||
Assets: | |||||||||
Goodwill | $ 254,153 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 7,677 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 2,065 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 6,178 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 15,431 | ||||||||
Payments to Acquire Businesses, Gross | 454,000 | ||||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 2,100 | ||||||||
Business Combination, Acquired Receivables, Estimated Uncollectible | 60 | ||||||||
Business Combination, Step Acquisition, Inventory, Remeasurement | 1,500 | ||||||||
Business Combination, Step Acquisition, PP&E, Remeasurement | 6,500 | ||||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | 61,534 | ||||||||
Notes Receivable, Related Parties | 119,349 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 12,554 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 234,000 | ||||||||
Acquisition Consideration | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 532,058 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 14,008 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 130,587 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities And Noncontrolling Interest | 256,098 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Including Noncontrolling Interest | 275,960 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Including Related Party Debt | 456,843 | ||||||||
Cash Acquired from Acquisition | 7,677 | ||||||||
Business Combination, Consideration Transferred, Increase (Decrease) in Working Capital | (1,970) | ||||||||
Business Combination, Consideration Transferred, Other | (2,864) | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 456,843 | ||||||||
Business Combination, Acquisition Related Costs | 2,517 | $ 2,500 | |||||||
Payments to Acquire Businesses, Net of Cash Acquired and Net of Transactions Costs | 454,326 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | $ 49,969 |
Acquisition - Schedule of Intan
Acquisition - Schedule of Intangible Assets Recorded as Part of Acquisition (Detail) - USD ($) $ in Thousands | Oct. 16, 2020 | Apr. 20, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 786,345 | $ 766,003 | $ 766,003 | ||
Marucci [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived Intangible Assets Acquired | $ 100,211 | ||||
Goodwill | 68,170 | ||||
Marucci [Member] | Trade name | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived Intangible Assets Acquired | $ 84,891 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||||
Marucci [Member] | Customer relationships | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived Intangible Assets Acquired | $ 11,120 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||||
Marucci [Member] | Technology-Based Intangible Assets [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived Intangible Assets Acquired | $ 4,200 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||||
BOA | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived Intangible Assets Acquired | $ 234,000 | ||||
Goodwill | 254,153 | ||||
BOA | Trade name | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived Intangible Assets Acquired | $ 84,300 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 20 years | ||||
BOA | Customer relationships | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived Intangible Assets Acquired | $ 73,000 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||||
BOA | Technology-Based Intangible Assets [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived Intangible Assets Acquired | $ 70,200 | ||||
BOA | In Process Research and Development | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived Intangible Assets Acquired | $ 6,500 |
Acquisition - Pro Forma Informa
Acquisition - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Net loss attributable to Holdings | $ 18,994 | $ 3,665 |
Marucci & Boa | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Business Acquisition, Pro Forma Revenue | 382,193 | |
Net loss attributable to Holdings | 874 | |
Business Acquisition, Pro Forma Gross Profit | 147,437 | |
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations, Net of Tax | 16,702 | |
Business Acquisition, Pro Forma Net Income (Loss) | $ 2,510 | |
Business Acquisition, Pro Forma Earnings Per Share, Basic | $ (0.30) |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | $ 461,596 | $ 333,449 |
5.11 | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 99,877 | 95,781 |
Ergo | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 22,328 | 19,649 |
Liberty | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 31,478 | 24,960 |
Marucci [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 36,648 | |
Velocity | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 65,632 | 30,390 |
ACI | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 21,562 | 21,696 |
Arnold | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 32,485 | 29,558 |
Sterno | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 77,314 | 83,032 |
BOA | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 36,452 | |
Altor | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 37,820 | 28,383 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 378,323 | 273,083 |
United States | 5.11 | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 80,783 | 72,427 |
United States | Ergo | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 8,799 | 6,258 |
United States | Liberty | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 30,603 | 24,657 |
United States | Marucci [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 36,096 | |
United States | Velocity | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 58,269 | 25,879 |
United States | ACI | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 21,562 | 21,696 |
United States | Arnold | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 21,361 | 18,563 |
United States | Sterno | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 74,025 | 80,016 |
United States | BOA | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 14,081 | |
United States | Altor | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 32,744 | 23,587 |
Canada | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 11,149 | 7,480 |
Canada | 5.11 | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 2,554 | 1,474 |
Canada | Ergo | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 754 | 700 |
Canada | Liberty | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 848 | 303 |
Canada | Marucci [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 341 | |
Canada | Velocity | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 3,223 | 1,920 |
Canada | ACI | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 0 | 0 |
Canada | Arnold | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 205 | 156 |
Canada | Sterno | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 3,000 | 2,927 |
Canada | BOA | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 224 | |
Canada | Altor | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 0 | 0 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 39,507 | 22,178 |
Europe | 5.11 | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 7,155 | 6,307 |
Europe | Ergo | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 7,345 | 5,787 |
Europe | Liberty | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 0 | 0 |
Europe | Marucci [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 29 | |
Europe | Velocity | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 2,521 | 1,698 |
Europe | ACI | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 0 | 0 |
Europe | Arnold | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 8,858 | 8,328 |
Europe | Sterno | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 249 | 58 |
Europe | BOA | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 13,350 | |
Europe | Altor | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 0 | 0 |
Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 19,568 | 11,083 |
Asia Pacific | 5.11 | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 3,813 | 3,511 |
Asia Pacific | Ergo | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 5,261 | 5,903 |
Asia Pacific | Liberty | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 0 | 0 |
Asia Pacific | Marucci [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 182 | |
Asia Pacific | Velocity | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 276 | 246 |
Asia Pacific | ACI | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 0 | 0 |
Asia Pacific | Arnold | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 1,293 | 1,395 |
Asia Pacific | Sterno | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 15 | 28 |
Asia Pacific | BOA | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 8,728 | |
Asia Pacific | Altor | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 0 | 0 |
Other international | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 13,049 | 19,625 |
Other international | 5.11 | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 5,572 | 12,062 |
Other international | Ergo | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 169 | 1,001 |
Other international | Liberty | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 27 | 0 |
Other international | Marucci [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 0 | |
Other international | Velocity | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 1,343 | 647 |
Other international | ACI | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 0 | 0 |
Other international | Arnold | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 768 | 1,116 |
Other international | Sterno | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 25 | 3 |
Other international | BOA | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | 69 | |
Other international | Altor | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, excluding assessed tax | $ 5,076 | $ 4,796 |
Operating Segment Data - Additi
Operating Segment Data - Additional Information (Detail) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021USD ($)ft²SegmentClientsFacility | Mar. 31, 2020USD ($) | Mar. 23, 2021USD ($) | |
Segment Reporting Information [Line Items] | |||
Depreciation and Amortization Expense | $ 28,707 | $ 22,331 | |
Number of reportable operating segments | Segment | 10 | ||
Senior notes due 2026 [Member] | |||
Segment Reporting Information [Line Items] | |||
proceeds held in escrow | $ 647,700 | ||
Liberty | |||
Segment Reporting Information [Line Items] | |||
Manufacturing facility area (in square feet) | ft² | 300,000 | ||
Arnold | Minimum | |||
Segment Reporting Information [Line Items] | |||
Number of clients | Clients | 2,000 | ||
Altor | |||
Segment Reporting Information [Line Items] | |||
Number Of Manufacturing Facilities | Facility | 14 | ||
Outside of the United States | Ergobaby | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 50.00% | ||
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Depreciation and Amortization Expense | $ 28,104 | 21,806 | |
Operating Segments | 5.11 | |||
Segment Reporting Information [Line Items] | |||
Depreciation and Amortization Expense | 5,358 | 5,152 | |
Operating Segments | Ergobaby | |||
Segment Reporting Information [Line Items] | |||
Depreciation and Amortization Expense | 2,217 | 2,053 | |
Operating Segments | Liberty | |||
Segment Reporting Information [Line Items] | |||
Depreciation and Amortization Expense | 441 | 406 | |
Operating Segments | Velocity | |||
Segment Reporting Information [Line Items] | |||
Depreciation and Amortization Expense | 3,073 | 3,247 | |
Operating Segments | ACI | |||
Segment Reporting Information [Line Items] | |||
Depreciation and Amortization Expense | 517 | 646 | |
Operating Segments | Arnold | |||
Segment Reporting Information [Line Items] | |||
Depreciation and Amortization Expense | 1,721 | 1,631 | |
Operating Segments | Sterno | |||
Segment Reporting Information [Line Items] | |||
Depreciation and Amortization Expense | 5,185 | 5,624 | |
Operating Segments | Altor | |||
Segment Reporting Information [Line Items] | |||
Depreciation and Amortization Expense | $ 2,563 | $ 3,047 |
Operating Segment Data - Summar
Operating Segment Data - Summary of Net Sales of Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue, excluding assessed tax | $ 461,596 | $ 333,449 |
5.11 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue, excluding assessed tax | 99,877 | 95,781 |
Liberty | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue, excluding assessed tax | 31,478 | 24,960 |
Marucci [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue, excluding assessed tax | 36,648 | |
Velocity | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue, excluding assessed tax | 65,632 | 30,390 |
ACI | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue, excluding assessed tax | 21,562 | 21,696 |
Sterno | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue, excluding assessed tax | 77,314 | 83,032 |
BOA | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue, excluding assessed tax | 36,452 | |
Altor | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue, excluding assessed tax | 37,820 | 28,383 |
Operating Segments | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue, excluding assessed tax | 461,596 | 333,449 |
Operating Segments | 5.11 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue, excluding assessed tax | 99,877 | 95,781 |
Operating Segments | Ergobaby | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue, excluding assessed tax | 22,328 | 19,649 |
Operating Segments | Liberty | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue, excluding assessed tax | 31,478 | 24,960 |
Operating Segments | Marucci [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue, excluding assessed tax | 36,648 | 0 |
Operating Segments | Velocity | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue, excluding assessed tax | 65,632 | 30,390 |
Operating Segments | ACI | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue, excluding assessed tax | 21,562 | 21,696 |
Operating Segments | Arnold | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue, excluding assessed tax | 32,485 | 29,558 |
Operating Segments | Sterno | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue, excluding assessed tax | 77,314 | 83,032 |
Operating Segments | BOA | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue, excluding assessed tax | 36,452 | 0 |
Operating Segments | Altor | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue, excluding assessed tax | 37,820 | 28,383 |
Reconciliation of Segment to Consolidated | Corporate and other | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenue, excluding assessed tax | $ 0 | $ 0 |
Operating Segment Data - Summ_2
Operating Segment Data - Summary of Profit (Loss) of Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated income (loss) from continuing operations before income taxes | $ 29,516 | $ 5,102 |
Other income (expense), net | (2,227) | 661 |
Operating Segments | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated income (loss) from continuing operations before income taxes | 59,684 | 24,293 |
Operating Segments | 5.11 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated income (loss) from continuing operations before income taxes | 5,836 | 4,586 |
Operating Segments | Ergobaby | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated income (loss) from continuing operations before income taxes | 1,964 | 1,554 |
Operating Segments | Liberty | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated income (loss) from continuing operations before income taxes | 5,630 | 3,145 |
Operating Segments | Marucci [Member] | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated income (loss) from continuing operations before income taxes | 10,507 | 0 |
Operating Segments | Velocity | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated income (loss) from continuing operations before income taxes | 11,034 | (1,164) |
Operating Segments | ACI | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated income (loss) from continuing operations before income taxes | 5,495 | 5,738 |
Operating Segments | Arnold | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated income (loss) from continuing operations before income taxes | 2,996 | 1,653 |
Operating Segments | Sterno | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated income (loss) from continuing operations before income taxes | 4,284 | 5,269 |
Operating Segments | BOA | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated income (loss) from continuing operations before income taxes | 7,254 | 0 |
Operating Segments | Altor | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated income (loss) from continuing operations before income taxes | 4,684 | 3,512 |
Reconciliation of Segment to Consolidated | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Interest expense, net | (13,805) | (8,597) |
Other income (expense), net | (2,227) | 661 |
Reconciliation of Segment to Consolidated | Corporate and other | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total consolidated income (loss) from continuing operations before income taxes | $ (14,136) | $ (11,255) |
Operating Segment Data - Summ_3
Operating Segment Data - Summary of Depreciation, Goodwill and Identifiable Assets of Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Accounts Receivable, Allowance for Credit Loss | $ (18,312) | $ (18,320) | ||||
Identifiable Assets | [1] | 2,262,348 | 1,600,008 | |||
Depreciation and Amortization Expense | 28,707 | $ 22,331 | ||||
Operating Segments | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Accounts Receivable, after Allowance for Credit Loss | 242,471 | 232,507 | ||||
Identifiable Assets | [1] | 1,597,838 | 1,591,915 | |||
Depreciation and Amortization Expense | 28,104 | 21,806 | ||||
Operating Segments | 5.11 | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Accounts Receivable, before Allowance for Credit Loss | 47,151 | 50,082 | ||||
Identifiable Assets | [1] | 351,378 | 354,033 | |||
Depreciation and Amortization Expense | 5,358 | 5,152 | ||||
Operating Segments | Ergobaby | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Accounts Receivable, before Allowance for Credit Loss | 10,116 | 5,034 | ||||
Identifiable Assets | [1] | 92,095 | 91,293 | |||
Depreciation and Amortization Expense | 2,217 | 2,053 | ||||
Operating Segments | Liberty | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Accounts Receivable, before Allowance for Credit Loss | 16,901 | 18,877 | ||||
Identifiable Assets | 38,162 | 35,858 | [1] | |||
Depreciation and Amortization Expense | 441 | 406 | ||||
Operating Segments | Marucci [Member] | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Accounts Receivable, before Allowance for Credit Loss | 19,973 | 10,172 | ||||
Identifiable Assets | 126,506 | 129,116 | [1] | |||
Depreciation and Amortization Expense | 2,139 | 0 | ||||
Operating Segments | Velocity | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Accounts Receivable, before Allowance for Credit Loss | 40,711 | 40,126 | ||||
Identifiable Assets | [1] | 197,648 | 191,180 | |||
Depreciation and Amortization Expense | 3,073 | 3,247 | ||||
Operating Segments | ACI | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Accounts Receivable, before Allowance for Credit Loss | 8,022 | [1] | 7,252 | |||
Identifiable Assets | [1] | 25,283 | 28,932 | |||
Depreciation and Amortization Expense | 517 | 646 | ||||
Operating Segments | Arnold | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Accounts Receivable, before Allowance for Credit Loss | 22,861 | [1] | 13,237 | |||
Identifiable Assets | [1] | 83,693 | 75,958 | |||
Depreciation and Amortization Expense | 1,721 | 1,631 | ||||
Operating Segments | Sterno | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Accounts Receivable, before Allowance for Credit Loss | 61,112 | 70,467 | ||||
Identifiable Assets | 252,214 | 251,307 | [1] | |||
Depreciation and Amortization Expense | 5,185 | 5,624 | ||||
Operating Segments | BOA | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Accounts Receivable, before Allowance for Credit Loss | 1,921 | 1,492 | ||||
Identifiable Assets | 265,494 | 269,438 | ||||
Depreciation and Amortization Expense | 4,890 | 0 | ||||
Operating Segments | Altor | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Accounts Receivable, before Allowance for Credit Loss | 32,015 | 34,088 | ||||
Identifiable Assets | 165,365 | 164,800 | ||||
Depreciation and Amortization Expense | 2,563 | 3,047 | ||||
Reconciliation of Segment to Consolidated | Amortization Of Debt Issuance Costs And Original Issue Discount | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Depreciation and Amortization Expense | 603 | $ 525 | ||||
Reconciliation of Segment to Consolidated | Corporate and other | ||||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||||
Identifiable Assets | [1] | $ 664,510 | $ 8,093 | |||
[1] | Does not include accounts receivable balances per schedule above or goodwill balances - refer to Note F - "Goodwill and Other Intangible Assets" . (2) Corporate identifiable assets at March 31, 2021 includes $647.7 million related to the settlement of the Company's 8.000% 2026 Senior Notes on April 1, 2021 (refer to Note P - Subsequent Event ). |
Property, Plant and Equipment_3
Property, Plant and Equipment and Inventory - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Document Period End Date | Mar. 31, 2021 | ||
Depreciation expense | $ 9,505 | $ 8,301 | |
Property, plant and equipment, gross | 357,568 | $ 344,083 | |
Construction in process | 15,675 | 15,713 | |
Less: accumulated depreciation | (180,261) | (171,414) | |
Total | 177,307 | 172,669 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 225,294 | 217,639 | |
Furniture, fixtures and other | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 49,609 | 48,251 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 52,826 | 51,663 | |
Buildings and land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 14,164 | $ 10,817 |
Property, Plant and Equipment_4
Property, Plant and Equipment and Inventory - Summary of Inventory (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Document Period End Date | Mar. 31, 2021 | ||
Depreciation expense | $ 9,505 | $ 8,301 | |
Raw materials | 86,873 | $ 81,357 | |
Work-in-process | 16,191 | 14,979 | |
Finished goods | 306,716 | 289,035 | |
Less: obsolescence reserve | (25,480) | (21,998) | |
Total | $ 384,300 | $ 363,373 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jan. 01, 2020 | |
Goodwill And Other Intangible Assets [Line Items] | ||||
Goodwill | $ 786,345 | $ 766,003 | $ 766,003 | |
Goodwill, Acquired During Period | 20,342 | |||
Goodwill - gross carrying amount | 844,090 | 823,748 | ||
Goodwill, estimated impairment loss | 57,745 | $ 57,745 | ||
Amortization expense | 18,599 | $ 13,505 | ||
Velocity | ||||
Goodwill And Other Intangible Assets [Line Items] | ||||
Goodwill | 30,079 | 30,079 | ||
Impairment assessment assumptions weighted average cost of capital | 12.80% | |||
Goodwill Impairment Testing, Fair Value Exceeding Carrying Value, Percent | 16.40% | |||
ACI | ||||
Goodwill And Other Intangible Assets [Line Items] | ||||
Goodwill | 58,019 | 58,019 | ||
5.11 | ||||
Goodwill And Other Intangible Assets [Line Items] | ||||
Goodwill | 92,966 | 92,966 | ||
Ergobaby | ||||
Goodwill And Other Intangible Assets [Line Items] | ||||
Goodwill | 61,448 | 63,531 | ||
Impairment assessment assumptions weighted average cost of capital | 15.90% | |||
Goodwill Impairment Testing, Fair Value Exceeding Carrying Value, Percent | 14.00% | |||
Liberty | ||||
Goodwill And Other Intangible Assets [Line Items] | ||||
Goodwill | 32,828 | 32,828 | ||
Marucci [Member] | ||||
Goodwill And Other Intangible Assets [Line Items] | ||||
Goodwill | 68,170 | 68,170 | ||
Goodwill, Acquired During Period | 0 | |||
Arnold | ||||
Goodwill And Other Intangible Assets [Line Items] | ||||
Goodwill | 49,328 | 26,903 | ||
Goodwill, Acquired During Period | $ 22,425 | |||
Impairment assessment assumptions weighted average cost of capital | 13.00% | |||
Goodwill Impairment Testing, Fair Value Exceeding Carrying Value, Percent | 272.00% | |||
Sterno | ||||
Goodwill And Other Intangible Assets [Line Items] | ||||
Goodwill | $ 55,336 | 55,336 | ||
Corporate Segment [Member] | ||||
Goodwill And Other Intangible Assets [Line Items] | ||||
Goodwill | $ 8,649 | $ 8,649 | ||
Foam Fabricators [Member] | ||||
Goodwill And Other Intangible Assets [Line Items] | ||||
Impairment assessment assumptions weighted average cost of capital | 13.30% | |||
Goodwill Impairment Testing, Fair Value Exceeding Carrying Value, Percent | 3.80% |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Summary of Reconciliation of Change in Carrying Value of Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Goodwill [Line Items] | |||||
Goodwill - gross carrying amount | $ 844,090 | $ 823,748 | |||
Accumulated impairment losses | (57,745) | (57,745) | |||
Goodwill - net carrying amount | $ 786,345 | 786,345 | $ 766,003 | $ 766,003 | |
Goodwill, Acquired During Period | 20,342 | ||||
Goodwill [Roll Forward] | |||||
Balance as of January 1, 2017 | 786,345 | ||||
Balance as of March 31, 2017 | 766,003 | ||||
Corporate Segment [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill - net carrying amount | 8,649 | 8,649 | 8,649 | ||
Goodwill [Roll Forward] | |||||
Balance as of January 1, 2017 | 8,649 | ||||
5.11 | |||||
Goodwill [Line Items] | |||||
Goodwill - net carrying amount | 92,966 | 92,966 | 92,966 | ||
Goodwill [Roll Forward] | |||||
Balance as of January 1, 2017 | 92,966 | ||||
Ergobaby | |||||
Goodwill [Line Items] | |||||
Goodwill - net carrying amount | 61,448 | 61,448 | 63,531 | ||
Goodwill [Roll Forward] | |||||
Balance as of January 1, 2017 | 61,448 | ||||
Impairment assessment assumptions weighted average cost of capital | 15.90% | ||||
Goodwill Impairment Testing, Fair Value Exceeding Carrying Value, Percent | 14.00% | ||||
Liberty | |||||
Goodwill [Line Items] | |||||
Goodwill - net carrying amount | 32,828 | 32,828 | 32,828 | ||
Goodwill [Roll Forward] | |||||
Balance as of January 1, 2017 | 32,828 | ||||
ACI | |||||
Goodwill [Line Items] | |||||
Goodwill - net carrying amount | 58,019 | 58,019 | 58,019 | ||
Goodwill [Roll Forward] | |||||
Balance as of January 1, 2017 | 58,019 | ||||
Arnold | |||||
Goodwill [Line Items] | |||||
Goodwill - net carrying amount | 49,328 | $ 49,328 | 26,903 | ||
Goodwill, Acquired During Period | 22,425 | ||||
Goodwill [Roll Forward] | |||||
Balance as of January 1, 2017 | $ 49,328 | ||||
Impairment assessment assumptions weighted average cost of capital | 13.00% | ||||
Goodwill Impairment Testing, Fair Value Exceeding Carrying Value, Percent | 272.00% | ||||
Velocity | |||||
Goodwill [Line Items] | |||||
Goodwill - net carrying amount | $ 30,079 | $ 30,079 | 30,079 | ||
Goodwill [Roll Forward] | |||||
Balance as of January 1, 2017 | 30,079 | ||||
Impairment assessment assumptions weighted average cost of capital | 12.80% | ||||
Goodwill Impairment Testing, Fair Value Exceeding Carrying Value, Percent | 16.40% | ||||
Sterno | |||||
Goodwill [Line Items] | |||||
Goodwill - net carrying amount | 55,336 | 55,336 | 55,336 | ||
Goodwill [Roll Forward] | |||||
Balance as of January 1, 2017 | 55,336 | ||||
Marucci [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill - net carrying amount | 68,170 | 68,170 | 68,170 | ||
Goodwill, Acquired During Period | 0 | ||||
Goodwill [Roll Forward] | |||||
Balance as of January 1, 2017 | 68,170 | ||||
BOA | |||||
Goodwill [Line Items] | |||||
Goodwill - net carrying amount | 254,153 | 254,153 | 254,153 | ||
Goodwill [Roll Forward] | |||||
Balance as of January 1, 2017 | 254,153 | ||||
Ergo | |||||
Goodwill [Line Items] | |||||
Goodwill, Acquired During Period | (2,083) | ||||
Altor | |||||
Goodwill [Line Items] | |||||
Goodwill - net carrying amount | 75,369 | $ 75,369 | $ 75,369 | ||
Goodwill [Roll Forward] | |||||
Balance as of January 1, 2017 | $ 75,369 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Document Period End Date | Mar. 31, 2021 | ||
Amortization expense | $ 18,599 | $ 13,505 | |
Other intangible assets, gross | 1,072,930 | $ 1,070,840 | |
Total accumulated amortization | (318,757) | (300,160) | |
Finite-Lived Intangible Assets, Net | 754,173 | 770,680 | |
Trade names, not subject to amortization | 59,985 | 59,985 | |
Finite Lived In Process Research And Development | 6,500 | 6,500 | |
Intangible Assets, Gross (Excluding Goodwill) | 1,139,415 | 1,137,325 | |
Total intangibles, net | 820,658 | 837,165 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets, gross | 548,262 | 548,262 | |
Total accumulated amortization | (200,501) | (191,142) | |
Finite-Lived Intangible Assets, Net | 347,761 | 357,120 | |
Technology and patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets, gross | 155,732 | 155,392 | |
Total accumulated amortization | (38,514) | (35,552) | |
Finite-Lived Intangible Assets, Net | 117,218 | 119,840 | |
Trade name | |||
Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets, gross | 358,818 | 358,818 | |
Total accumulated amortization | (71,306) | (65,318) | |
Finite-Lived Intangible Assets, Net | 287,512 | 293,500 | |
Licensing and non-compete agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets, gross | 7,642 | 7,642 | |
Total accumulated amortization | (7,522) | (7,422) | |
Finite-Lived Intangible Assets, Net | 120 | 220 | |
Distributor relations and other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Other intangible assets, gross | 2,476 | 726 | |
Total accumulated amortization | (914) | (726) | |
Finite-Lived Intangible Assets, Net | $ 1,562 | $ 0 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Summary of Estimated Charges to Amortization Expense of Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 18,599 | $ 13,505 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2021 | 55,316 | |
2022 | 72,133 | |
2023 | 71,691 | |
2024 | 69,931 | |
2025 | $ 64,645 |
Warranties - Change in Carrying
Warranties - Change in Carrying Value of Company's Warranty Liability (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||
Beginning balance | $ 2,390 | $ 1,583 |
Provision for warranties issued during the period | 1,455 | 3,772 |
Fulfillment of warranty obligations | (1,321) | (3,614) |
Ending balance | 2,524 | 2,390 |
Velocity | ||
Schedule of Equity Method Investments [Line Items] | ||
Standard and Extended Product Warranty Accrual, Additions from Business Acquisition | $ 0 | $ 649 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2021 | Mar. 23, 2021 | Mar. 02, 2021 | Dec. 31, 2020 | Apr. 18, 2018 | |
Debt Instrument [Line Items] | |||||
Document Period End Date | Mar. 31, 2021 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 593,700,000 | ||||
Accumulated amortization | 6,806,000 | $ 6,121,000 | |||
Deferred debt issuance costs, less accumulated amortization | 26,819,000 | 10,345,000 | |||
Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Deferred debt issuance costs, less accumulated amortization | 18,941,000 | $ 7,540,000 | |||
Letter of Credit | |||||
Debt Instrument [Line Items] | |||||
Letter of credit outstanding | $ 1,300,000 | ||||
Senior notes due 2026 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | 8.00% | |||
2018 Credit Facility | Term Loan | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 500,000,000 | ||||
2018 Credit Facility | Line of Credit | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 600,000,000 |
Debt - Issuance Costs (Details)
Debt - Issuance Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 02, 2021 | Dec. 31, 2020 | May 07, 2020 | |
Debt Instrument [Line Items] | |||||
Debt Issuance Costs, Gross | $ 33,625 | $ 16,466 | |||
Accumulated Amortization, Debt Issuance Costs | (6,806) | (6,121) | |||
Deferred debt issuance costs, less accumulated amortization | 26,819 | 10,345 | |||
Amortization of debt issuance costs | (686) | $ (525) | |||
Other Noncurrent Assets [Member] | |||||
Debt Instrument [Line Items] | |||||
Deferred debt issuance costs, less accumulated amortization | 7,878 | 2,805 | |||
Other Noncurrent Liabilities [Member] | |||||
Debt Instrument [Line Items] | |||||
Deferred debt issuance costs, less accumulated amortization | 18,941 | $ 7,540 | |||
Senior Notes due 2029 | |||||
Debt Instrument [Line Items] | |||||
Debt Issuance Costs, Gross | $ 11,800 | ||||
Senior notes due 2026 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Issuance Costs, Gross | $ 7,200 | ||||
2021 Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt Issuance Costs, Gross | $ 5,400 |
Debt - Summary of Debt Holdings
Debt - Summary of Debt Holdings (Detail) - USD ($) | Apr. 01, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 23, 2021 | Mar. 02, 2021 | Dec. 31, 2020 | Apr. 18, 2018 |
Debt Instrument [Line Items] | |||||||
Document Period End Date | Mar. 31, 2021 | ||||||
Senior Notes | $ 1,000,000,000 | ||||||
Less: Unamortized discounts and debt issuance costs | (26,819,000) | $ (10,345,000) | |||||
Long-term Debt | 1,586,059,000 | 899,460,000 | |||||
Long-term Debt, Current Maturities | (600,000,000) | 0 | |||||
Long term debt | 986,059,000 | 899,460,000 | |||||
Long-term Debt, Fair Value | 1,042,500,000 | ||||||
Borrowings under credit facility | 143,000,000 | $ 200,000,000 | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 593,700,000 | ||||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | 5,000,000 | 307,000,000 | |||||
Term Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Less: Unamortized discounts and debt issuance costs | (18,941,000) | $ (7,540,000) | |||||
Senior notes due 2026 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | 8.00% | |||||
Long-term Debt, Current Maturities | $ (600,000,000) | $ (600,000,000) | |||||
Debt Instrument, Redemption Price, Percentage | 100.00% | ||||||
proceeds held in escrow | $ 647,700,000 | ||||||
Senior notes due 2026 [Member] | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Current Maturities | $ (600,000,000) | ||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | ||||||
proceeds held in escrow | $ 647,700,000 | ||||||
Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Letter of credit outstanding | $ 1,300,000 | ||||||
2018 Credit Facility | Term Loan | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 500,000,000 | ||||||
2021 Credit Facility | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 600,000,000 | ||||||
2021 Credit Facility | Revolving Credit Facility | Fed Funds Effective Rate Overnight Index Swap Rate | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.50% | ||||||
2021 Credit Facility | Revolving Credit Facility | Eurodollar | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | ||||||
2021 Credit Facility | Revolving Credit Facility | Minimum | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | ||||||
2021 Credit Facility | Revolving Credit Facility | Minimum | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.50% | ||||||
2021 Credit Facility | Revolving Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | ||||||
2021 Credit Facility | Revolving Credit Facility | Maximum | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | ||||||
2021 Credit Facility | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility obtained | $ 25,000,000 | ||||||
2021 Credit Facility | Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility obtained | 100,000,000 | ||||||
2021 Credit Facility | Term Loan | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 250,000,000 | ||||||
Senior Notes due 2029 | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | ||||||
Debt issuance, aggregate principal amount | $ 1,000,000,000 | ||||||
Senior Notes due 2029 | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance, aggregate principal amount | $ 1,000,000,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Apr. 30, 2021 | Apr. 22, 2021 | Jan. 30, 2021 | Jan. 22, 2021 | Oct. 30, 2020 | Oct. 22, 2020 | Jul. 30, 2020 | Jul. 23, 2020 | May 07, 2020 | Apr. 30, 2020 | Apr. 23, 2020 | Jan. 30, 2020 | Jan. 23, 2020 | Nov. 20, 2019 | Mar. 13, 2018 | Jun. 28, 2017 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 02, 2019 |
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Distribution Expense, Preferred Shareholders | $ 6,045 | $ 5,542 | ||||||||||||||||||||
Accrued Distribution Preferred Shareholders | $ 2,869 | 2,869 | ||||||||||||||||||||
Trust shares, authorized (shares) | 500,000,000 | 500,000,000 | ||||||||||||||||||||
Trust shares, issued (shares) | 5,000,000 | 64,900,000 | 64,900,000 | |||||||||||||||||||
Share Price | $ 17.60 | |||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 83,900 | |||||||||||||||||||||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||||||||||||||||||||
Preferred Stock, Redemption Price Per Share | $ 25 | |||||||||||||||||||||
Trust shares, voting rights | One vote per share | |||||||||||||||||||||
Distribution declared per share | $ 0.36 | $ 0.36 | $ 0.36 | $ 0.36 | $ 0.36 | |||||||||||||||||
Distributions paid | $ 23,364 | $ 23,364 | $ 23,364 | $ 21,564 | $ 21,564 | $ 23,364 | 21,564 | |||||||||||||||
Net Income Loss Available To Trust Stock Net of Distributions | $ 4,866 | (13,833) | ||||||||||||||||||||
Document Period End Date | Mar. 31, 2021 | |||||||||||||||||||||
Trust Common Shares | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Distribution To Shareholders | $ 23,364 | 21,564 | ||||||||||||||||||||
Series B | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Preferred Stock, Shares Authorized | 4,000,000 | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 96,500,000 | |||||||||||||||||||||
Preferred Stock, Redemption Price Per Share | $ 25 | |||||||||||||||||||||
Distribution To Shareholders | $ 1,969 | $ 1,969 | $ 1,969 | $ 1,969 | $ 1,969 | |||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Accrued Distribution Preferred Shareholders | $ 1,300 | |||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 7.875% | |||||||||||||||||||||
Preferred Stock, Shares Issued | 4,000,000 | 4,000,000 | ||||||||||||||||||||
Issuance of Trust preferred shares, net of offering costs | $ 96,504 | $ 96,504 | ||||||||||||||||||||
Series A Preferred Stock | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 7.25% | |||||||||||||||||||||
Preferred Stock, Shares Issued | 4,000,000 | 4,000,000 | ||||||||||||||||||||
Preferred Stock, Liquidation Preference Per Share | $ 25 | |||||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 100,000 | |||||||||||||||||||||
Issuance of Trust preferred shares, net of offering costs | $ 96,417 | $ 96,417 | ||||||||||||||||||||
Preferred Stock, Redemption Price Per Share | $ 25 | |||||||||||||||||||||
Preferred Stock, Cash Distributions Paid, Per Share | $ 453.125000 | $ 453.125000 | $ 453.125000 | $ 453.125000 | $ 453.125000 | |||||||||||||||||
Series A | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Preferred Stock, Shares Authorized | 4,000,000 | |||||||||||||||||||||
Distribution To Shareholders | $ 1,813 | $ 1,813 | $ 1,813 | $ 1,813 | $ 1,813 | |||||||||||||||||
Series B [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Preferred Stock, Cash Distributions Paid, Per Share | $ 492.1875000 | $ 492.1875000 | $ 492.1875000 | $ 492.1875000 | $ 492.1875000 | |||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Accrued Distribution Preferred Shareholders | $ 1,500 | |||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 7.875% | 7.875% | ||||||||||||||||||||
Preferred Stock, Shares Issued | 4,000,000 | 4,600,000 | 4,600,000 | 600,000 | ||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 115,000 | |||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 111,000 | |||||||||||||||||||||
Issuance of Trust preferred shares, net of offering costs | $ 110,997 | $ 110,997 | ||||||||||||||||||||
Preferred Stock, Cash Distributions Paid, Per Share | $ 492.1875000 | $ 492.1875000 | $ 492.1875000 | $ 492.1875000 | $ 382.81000 | |||||||||||||||||
Distribution To Shareholders | $ 2,264 | $ 2,264 | $ 2,264 | $ 2,264 | $ 1,531 | |||||||||||||||||
Subsequent Event | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Distribution declared per share | $ 0.36 | |||||||||||||||||||||
Distributions paid | $ 23,364 | |||||||||||||||||||||
Subsequent Event | Series B | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Distribution To Shareholders | $ 1,969 | |||||||||||||||||||||
Subsequent Event | Series A Preferred Stock | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Preferred Stock, Cash Distributions Paid, Per Share | $ 453.125000 | |||||||||||||||||||||
Subsequent Event | Series A | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Distribution To Shareholders | $ 1,813 | |||||||||||||||||||||
Subsequent Event | Series B [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Preferred Stock, Cash Distributions Paid, Per Share | $ 492.1875000 | |||||||||||||||||||||
Subsequent Event | Series C Preferred Stock [Member] | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Preferred Stock, Cash Distributions Paid, Per Share | $ 492.1875000 | |||||||||||||||||||||
Distribution To Shareholders | $ 2,264 | |||||||||||||||||||||
Accumulated Deficit | Trust Common Shares | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Distribution To Shareholders | 23,364 | $ 21,564 | ||||||||||||||||||||
Trust Common Shares | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 96,400,000 | |||||||||||||||||||||
Liberty | ||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||
Distributions For Contribution Based Profit Allocation Payments | $ 2,000 | $ 3,300 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net Income Loss Available To Trust Stock Net of Distributions | $ 4,866 | $ (13,833) |
Less: Effect of contribution based profit - Holding Event | 4,054 | 1,517 |
Net income (loss) attributable to common shares of Holdings | $ 812 | $ (15,350) |
Basic and diluted weighted average shares outstanding (shares) | 64,900 | 59,900 |
Continuing operations (usd per share) | $ 0.01 | $ (0.26) |
Earnings Per Share, Basic and Diluted (usd per share) | $ 0.01 | $ (0.26) |
Noncontrolling Interest - Compa
Noncontrolling Interest - Company's Ownership Percentage of its Majority Owned Operating Segments and Related Noncontrolling Interest (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | ||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | $ 125,967 | $ 120,124 | ||
Marucci [Member] | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 92.20% | [1] | 92.20% | |
Marucci [Member] | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 83.80% | [1] | 83.80% | |
5.11 | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 97.60% | ||
Noncontrolling Interest, Ownership Percentage by Parent | [1] | 97.60% | ||
5.11 | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 88.10% | ||
Noncontrolling Interest, Ownership Percentage by Parent | [1] | 87.50% | ||
Ergobaby | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 81.40% | ||
Noncontrolling Interest, Ownership Percentage by Parent | [1] | 81.40% | ||
Ergobaby | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 72.60% | ||
Noncontrolling Interest, Ownership Percentage by Parent | [1] | 72.60% | ||
Liberty | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 91.20% | 91.20% | |
Liberty | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 86.00% | 86.00% | |
Velocity Outdoor | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 99.30% | ||
Noncontrolling Interest, Ownership Percentage by Parent | [1] | 99.30% | ||
Velocity Outdoor | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 88.00% | ||
Noncontrolling Interest, Ownership Percentage by Parent | [1] | 88.00% | ||
ACI | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 71.80% | 71.80% | |
ACI | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 67.60% | 67.60% | |
Arnold | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 98.00% | 96.70% | |
Arnold | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 87.80% | 81.10% | |
Sterno | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 100.00% | 100.00% | |
Sterno | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | [1] | 87.10% | 88.50% | |
BOA | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 81.90% | |||
Noncontrolling Interest, Ownership Percentage by Parent | 81.90% | |||
BOA | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 74.80% | |||
Noncontrolling Interest, Ownership Percentage by Parent | 74.80% | |||
Altor | % Ownership Primary | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 100.00% | 100.00% | ||
Altor | % Ownership Fully Diluted | ||||
Noncontrolling Interest [Line Items] | ||||
% Ownership | 91.50% | 91.50% | ||
Marucci [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | $ 12,251 | $ 11,386 | ||
Arnold | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | 1,149 | 1,117 | ||
Sterno | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | 536 | 282 | ||
Velocity | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | 4,375 | 4,077 | ||
Liberty | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | 4,149 | 3,836 | ||
Ergobaby | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | 28,006 | 27,408 | ||
5.11 | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | 15,242 | 14,567 | ||
ACI | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | (6,188) | (7,175) | ||
Allocation Interests [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | 100 | 100 | ||
BOA | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | 63,189 | 61,625 | ||
Altor | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest | $ 3,158 | $ 2,901 | ||
[1] | principal difference between primary and diluted percentages of our operating segments is due to stock option issuances of operating segment stock to management of the respective businesses. Noncontrolling Interest Balances (in thousands) March 31, 2021 December 31, 2020 5.11 $ 15,242 $ 14,567 BOA 63,189 61,625 Ergobaby 28,006 27,408 Liberty 4,149 3,836 Marucci 12,251 11,386 Velocity Outdoor 4,375 4,077 ACI (6,188) (7,175) Altor 3,158 2,901 Arnold 1,149 1,117 Sterno 536 282 Allocation Interests 100 100 $ 125,967 $ 120,124 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Liabilities Carried at Fair Value Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2019 |
Liabilities: | |||
Total recorded at fair value | $ (1,906) | $ (1,785) | $ (111) |
Fair Value, Measurements, Recurring | Fair Value Measurement [Domain] | business acquisition | |||
Liabilities: | |||
Total recorded at fair value | 1,350 | 1,350 | |
Fair Value, Measurements, Recurring | Carrying Value | |||
Liabilities: | |||
Put option of noncontrolling shareholders | (556) | (435) | |
Total recorded at fair value | (1,906) | (1,785) | |
Fair Value, Measurements, Recurring | Level 1 | Fair Value | |||
Liabilities: | |||
Put option of noncontrolling shareholders | 0 | 0 | |
Total recorded at fair value | 0 | 0 | |
Fair Value, Measurements, Recurring | Level 2 | Fair Value | |||
Liabilities: | |||
Put option of noncontrolling shareholders | 0 | 0 | |
Total recorded at fair value | 0 | 0 | |
Fair Value, Measurements, Recurring | Level 3 | Fair Value | |||
Liabilities: | |||
Put option of noncontrolling shareholders | (556) | (435) | |
Total recorded at fair value | $ (1,906) | $ (1,785) |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliations of Change in Carrying Value of Level 3 Fair Value Measurements (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liability, Beginning balance | $ (1,785) | |
Fair value of liability, Ending balance | (1,906) | |
5.11 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances | $ (60) | |
Altor | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Payment of contingent consideration | (1,350) | |
Liberty | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration - Rimports (1) | $ (121) | $ (264) |
Fair Value Measurement - Assets
Fair Value Measurement - Assets Measured on Nonrecurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Senior Notes | $ 600,000 | $ 1,600,000 | |
Long-term Debt, Fair Value | $ 1,042,500 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Document Period End Date | Mar. 31, 2021 |
Line of Credit Facility, Maximum Borrowing Capacity | $ 593.7 |
Income Taxes - Reconciliation b
Income Taxes - Reconciliation between Federal Statutory Rate and Effective Income Tax Rate (Detail) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Contingency [Line Items] | ||
United States Federal Statutory Rate | 21.00% | 21.00% |
State income taxes (net of Federal benefits) | 3.50% | 12.20% |
Foreign income taxes | 1.90% | (1.60%) |
Expenses of Compass Group Diversified Holdings, LLC representing a pass through to shareholders | 6.20% | 6.70% |
Impact of subsidiary employee stock options | 0.30% | 6.20% |
Credit utilization | (1.80%) | (4.50%) |
Effective Income Tax Rate Reconciliation, Non Recognition Of Nol Carry Forwards at Subsidiaries | 0.60% | (47.10%) |
Effect of Tax Act | (4.70%) | 6.20% |
Other | (1.50%) | 5.20% |
Effective income tax rate | 25.50% | 4.30% |
Defined Benefit Plan - Addition
Defined Benefit Plan - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 0.1 |
Unfunded liability | 2.9 |
Expected contribution to the Foreign Plan | $ 0.2 |
Defined Benefit Plan - Summary
Defined Benefit Plan - Summary of Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Service cost | $ 109 | $ 139 |
Interest cost | 6 | 8 |
Expected return on plan assets | (19) | (21) |
Amortization of unrecognized loss | 9 | 56 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement and Curtailment | 57 | 0 |
Net periodic benefit cost | $ 162 | $ 182 |
Commitments and Contingencies -
Commitments and Contingencies - Components of Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 9,400 | $ 7,300 |
Operating cash flows from operating leases | 9,352 | 7,319 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 11,776 | 4,539 |
Other Commitments [Line Items] | ||
Operating lease cost | 9,400 | 7,300 |
Other Noncurrent Assets [Member] | ||
Other Commitments [Line Items] | ||
Operating Lease, Right-of-Use Asset | 108,564 | 91,830 |
Other current liabilities | ||
Other Commitments [Line Items] | ||
Operating Lease, Liability, Current | 25,772 | 18,721 |
Other Noncurrent Liabilities [Member] | ||
Other Commitments [Line Items] | ||
Operating Lease, Liability, Noncurrent | $ 96,007 | $ 76,858 |
Commitments and Contingencies_2
Commitments and Contingencies - Maturity of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 23,648 |
Lessee, Operating Lease, Liability, to be Paid, Year One | 30,975 |
2020 | 24,056 |
2021 | 19,292 |
2022 | 15,991 |
Thereafter | 35,953 |
Total undiscounted lease payments | 149,915 |
Less: Interest | 28,136 |
Present value of lease liabilities | $ 121,779 |
Commitments and Contingencies_3
Commitments and Contingencies - Lease Term and Discount Rate (Details) | Mar. 31, 2021 | Mar. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted-average remaining lease term (years) | 5 years 8 months 26 days | 6 years 4 months 20 days |
Weighted-average discount rate | 7.51% | 7.75% |
Commitments and Contingencies_4
Commitments and Contingencies - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 11,776 | $ 4,539 |
Operating cash flows from operating leases | $ 9,352 | $ 7,319 |
Commitments and Contingencies S
Commitments and Contingencies Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 11,776 | $ 4,539 |
Operating cash flows from operating leases | $ 9,352 | 7,319 |
Commitments and Contingencies | ote N - Commitments and Contingencies In the normal course of business, the Company and its subsidiaries are involved in various claims and legal proceedings. While the ultimate resolution of these matters has yet to be determined, the Company does not believe that any unfavorable outcomes will have a material adverse effect on the Company's consolidated financial position or results of operations. Leases The Company and its subsidiaries lease manufacturing facilities, warehouses, office facilities, retail stores, equipment and vehicles under various operating arrangements. Certain of the leases are subject to escalation clauses and renewal periods. The Company and its subsidiaries recognize lease expense, including predetermined fixed escalations, on a straight-line basis over the initial term of the lease including reasonably assured renewal periods from the time that the Company and its subsidiaries control the leased property. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Certain of our subsidiaries have leases that contain both fixed rent costs and variable rent costs based on achievement of certain operating metrics. The variable lease expense was not a material component of our total lease expense for the three months ended March 31, 2021 and 2020. In the three months ended March 31, 2021 and March 31, 2020, the Company recognized $9.4 million and $7.3 million, respectively, in expense related to operating leases in the condensed consolidated statements of operations. The maturities of lease liabilities at March 31, 2021 are as follows ( in thousands ): 2021 (excluding three months ended March 31, 2021) $ 23,648 2022 30,975 2023 24,056 2024 19,292 2025 15,991 Thereafter 35,953 Total undiscounted lease payments $ 149,915 Less: Interest 28,136 Present value of lease liabilities $ 121,779 The calculated amount of the right-of-use assets and lease liabilities in the table above are impacted by the length of the lease term and discount rate used to present value the minimum lease payments. The Company's lease agreements often include one or more options to renew at the company's discretion. In general, it is not reasonably certain that lease renewals will be exercised at lease commencement and therefore lease renewals are not included in the lease term. Regarding the discount rate, lease accounting guidance requires the use of a rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes the incremental borrowing rate of the subsidiary entering into the lease arrangement, on a collateralized basis, over a similar term as adjusted for any country specific risk. The weighted average remaining lease terms and discount rates for all of our operating leases were as follows: Lease Term and Discount Rate March 31, 2021 March 31, 2020 Weighted-average remaining lease term (years) 5.74 6.39 Weighted-average discount rate 7.51 % 7.75 % Supplemental balance sheet information related to leases was as follows ( in thousands ): Line Item in the Company’s Consolidated Balance Sheet March 31, 2021 March 31, 2020 Operating lease right-of-use assets Other non-current assets $ 108,564 $ 91,830 Current portion, operating lease liabilities Other current liabilities $ 25,772 $ 18,721 Operating lease liabilities Other non-current liabilities $ 96,007 $ 76,858 Supplemental cash flow information related to leases was as follows ( in thousands ): Three months ended March 31, 2021 Three months ended March 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 9,352 $ 7,319 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 11,776 $ 4,539 | |
Other Noncurrent Liabilities [Member] | ||
Leases [Abstract] | ||
Operating Lease, Liability, Noncurrent | $ 96,007 | 76,858 |
Other Commitments [Line Items] | ||
Operating Lease, Liability, Noncurrent | 96,007 | 76,858 |
Other Noncurrent Assets [Member] | ||
Leases [Abstract] | ||
Operating Lease, Right-of-Use Asset | 108,564 | 91,830 |
Other Commitments [Line Items] | ||
Operating Lease, Right-of-Use Asset | 108,564 | 91,830 |
Other current liabilities | ||
Leases [Abstract] | ||
Operating Lease, Liability, Current | 25,772 | 18,721 |
Other Commitments [Line Items] | ||
Operating Lease, Liability, Current | $ 25,772 | $ 18,721 |
- Narrative (Details)
- Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Oct. 16, 2020 | Apr. 20, 2020 | |
Related Party Transaction [Line Items] | |||||
Line of Credit Facility, Increase (Decrease), Net | $ 200,000 | ||||
Management fee waiver | 50.00% | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 593,700 | ||||
Document Period End Date | Mar. 31, 2021 | ||||
Marucci [Member] | |||||
Related Party Transaction [Line Items] | |||||
Integration service fees payable | $ 2,000 | ||||
BOA | |||||
Related Party Transaction [Line Items] | |||||
Integration service fees payable | $ 4,400 | ||||
Related Party Vendor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Ownership Percentage, Related Party Vendors | 40.00% | ||||
Related Party Transaction, Purchases from Related Party | $ 400 | $ 500 | |||
Related Party Vendor [Member] | BOA | |||||
Related Party Transaction [Line Items] | |||||
Related Party Transaction, Purchases from Related Party | $ 9,800 |
Subsequent Event (Detail)
Subsequent Event (Detail) - USD ($) $ in Thousands | Apr. 01, 2021 | Apr. 20, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 23, 2021 | Mar. 02, 2021 |
Subsequent Event [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 593,700 | |||||
Borrowings under credit facility | $ 143,000 | $ 200,000 | ||||
Senior notes due 2026 [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | 8.00% | ||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Gain (Loss) on Extinguishment of Debt | $ 33,200 | |||||
Subsequent Event | Senior notes due 2026 [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||
Marucci [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Payments to Acquire Businesses, Net of Cash Acquired and Net of Transactions Costs | $ 198,916 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Subsequent Events [Abstract] | ||
Long-term Debt, Current Maturities | $ 600,000 | $ 0 |