Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 28, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
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 | 2020 | |
Document Fiscal Period Focus | Q2 | |
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 | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 176,819 | $ 100,314 |
Accounts receivable, net | 242,947 | 191,405 |
Inventories | 344,036 | 317,306 |
Prepaid expenses and other current assets | 36,873 | 35,247 |
Total current assets | 800,675 | 644,272 |
Property, plant and equipment, net | 155,601 | 146,428 |
Goodwill | 508,464 | 438,519 |
Intangible assets, net | 619,925 | 561,946 |
Other non-current assets | 107,319 | 100,727 |
Total assets | 2,191,984 | 1,891,892 |
Current liabilities: | ||
Accounts payable | 98,192 | 70,089 |
Accrued expenses | 151,279 | 108,768 |
Due to related party | 9,283 | 8,049 |
Other current liabilities | 25,022 | 22,573 |
Total current liabilities | 283,776 | 209,479 |
Deferred Income Tax Liabilities, Net | 30,854 | 33,039 |
Long-term debt | 592,107 | 394,445 |
Other non-current liabilities | 94,554 | 89,054 |
Total liabilities | 1,001,291 | 726,017 |
Stockholders’ equity | ||
Trust common shares, no par value, 500,000 authorized; 64,900 shares issued and outstanding at September 30, 2020 and 59,900 shares issued and outstanding at December 31, 2019 | 1,008,564 | 924,680 |
Accumulated other comprehensive loss | (4,447) | (3,933) |
Accumulated deficit | (188,136) | (109,338) |
Total stockholders’ equity attributable to Holdings | 1,119,899 | 1,115,327 |
Noncontrolling interest | 70,794 | 50,548 |
Total stockholders’ equity | 1,190,693 | 1,165,875 |
Total liabilities and stockholders’ equity | 2,191,984 | $ 1,891,892 |
Present value of lease liabilities | $ 98,530 | |
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 | Sep. 30, 2020 | Dec. 31, 2019 |
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 | 59,900,000 |
Trust shares, outstanding (shares) | 64,900,000 | 59,900,000 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Accounts Receivable, Allowance for Credit Loss | $ 17,225 | $ 14,800 |
Accumulated Amortization, Debt Issuance Costs, Noncurrent | $ 3,111 | $ 3,754 |
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Proceeds from sale of business | $ 100 | $ 501,895 | ||
Net revenues | $ 418,903 | $ 388,313 | 1,085,979 | 1,063,254 |
Cost of revenues | 265,119 | 251,778 | 695,304 | 684,601 |
Gross profit | 153,784 | 136,535 | 390,675 | 378,653 |
Operating expenses: | ||||
Selling, general and administrative expense | 93,036 | 82,027 | 260,850 | 243,736 |
Management fees | 9,659 | 8,874 | 23,436 | 28,352 |
Amortization expense | 15,222 | 13,520 | 43,506 | 40,632 |
Goodwill, Impairment Loss | 0 | 33,381 | 0 | 33,381 |
Operating income (loss) | 35,867 | (1,267) | 62,883 | 32,552 |
Other income (expense): | ||||
Interest expense, net | (12,351) | (11,525) | (32,122) | (48,424) |
Debt and Equity Securities, Realized Gain (Loss), Excluding Other-than-temporary Impairment | 0 | (4,893) | 0 | (10,193) |
Amortization of debt issuance costs | (660) | (770) | (1,795) | (2,625) |
Gain (Loss) on Extinguishment of Debt | 0 | (5,038) | 0 | (5,038) |
Other income (expense), net | (447) | (689) | (2,172) | (1,213) |
Income (loss) from continuing operations before income taxes | 22,409 | (24,182) | 26,794 | (34,941) |
Provision for income taxes | 1,606 | 4,400 | 8,477 | 10,375 |
Income (loss) from continuing operations | 20,803 | (28,582) | 18,317 | (45,316) |
Income from discontinued operations, net of income tax | 0 | 0 | 0 | 16,901 |
Gain on sale of discontinued operations | 100 | 2,039 | 100 | 330,203 |
Net income (loss) | 20,903 | (26,543) | 18,417 | 301,788 |
Less: Net income from continuing operations attributable to noncontrolling interest | (1,717) | (1,242) | (4,003) | (3,997) |
Less: Net loss from discontinued operations attributable to noncontrolling interest | 0 | 0 | 0 | (266) |
Net income (loss) attributable to Holdings | 19,186 | (27,785) | 14,414 | 298,057 |
Amounts attributable to Holdings | ||||
Income (loss) from continuing operations | 19,086 | (29,824) | 14,314 | (49,313) |
Income from discontinued operations, net of income tax | 0 | 0 | 0 | 17,167 |
Gain on sale of discontinued operations, net of income tax | $ 100 | $ 2,039 | $ 100 | $ 330,203 |
Basic income (loss) per common share attributable to Holdings (refer to Note J) | ||||
Basic and fully diluted income (loss) per share attributable to Holdings, continuing operations (usd per share) | $ 0.08 | $ (1.33) | $ (0.33) | $ (1.95) |
Basic and fully diluted income (loss) per share attributable to Holdings, discontinued operations (usd per share) | 0 | 0.03 | 0 | 5.80 |
Basic and fully diluted income (loss) per share attributable to Holdings, total (usd per share) | $ 0.08 | $ (1.30) | $ (0.33) | $ 3.85 |
Weighted average number of shares of trust stock outstanding – basic and fully diluted (in shares) | 64,900 | 59,900 | 62,556 | 59,900 |
Cash distributions declared per share (refer to Note J) (usd per share) | $ 0.36 | $ 0.36 | $ 1.08 | $ 1.08 |
Velocity | ||||
Net revenues | $ 70,629 | $ 46,647 | $ 148,240 | $ 107,395 |
Operating expenses: | ||||
Goodwill, Impairment Loss | $ 32,900 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net income (loss) | $ 20,903 | $ (26,543) | $ 18,417 | $ 301,788 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 913 | (861) | (1,038) | (608) |
Cost of revenues | 265,119 | 251,778 | 695,304 | 684,601 |
Other comprehensive income (loss) | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 0 | 0 | 0 | 4,791 |
Pension benefit liability, net | 168 | (690) | 524 | (1,470) |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 1,081 | (1,551) | (514) | 2,713 |
Total comprehensive income (loss) attributable to Holdings, net of tax | 21,984 | (28,094) | 17,903 | 304,501 |
Less: Net income attributable to noncontrolling interests | 1,717 | 1,242 | 4,003 | 3,731 |
Less: Other comprehensive income (loss) attributable to noncontrolling interests | 39 | (67) | 16 | (97) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ 20,228 | $ (29,269) | $ 13,884 | $ 300,867 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Trust Common Shares | Accumulated Deficit | Accumulated Other Comprehensive Loss | Stockholders' Equity Attributable to Holdings | Non- Controlling Interest | Non Controlling Interest Of Discontinued Operations [Member] | Liberty | Manitoba Harvest | Manitoba HarvestNon Controlling Interest Of Discontinued Operations [Member] | Clean Earth | Clean EarthNon Controlling Interest Of Discontinued Operations [Member] | Marucci [Member] | Marucci [Member]Non- Controlling Interest | 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 | $ 39,922 | |||||||||||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest, Discontinued Operations | $ 20,048 | |||||||||||||||||||||||
Beginning balance at Dec. 31, 2018 | $ 919,342 | $ 924,680 | $ (249,453) | $ (8,776) | $ 859,372 | $ 96,417 | $ 96,504 | $ 0 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Net income (loss) | 301,788 | 298,057 | 298,057 | 3,997 | ||||||||||||||||||||
Less: Net loss from discontinued operations attributable to noncontrolling interest | (266) | (266) | ||||||||||||||||||||||
Total comprehensive loss, net | 2,713 | 2,713 | 2,713 | |||||||||||||||||||||
Option activity attributable to noncontrolling shareholders | 6,204 | 4,265 | 1,939 | |||||||||||||||||||||
Effect of subsidiary stock option exercise | 41 | 41 | ||||||||||||||||||||||
Noncontrolling Interest, Increase from Sale of Parent Equity Interest | (780) | (780) | ||||||||||||||||||||||
Noncontrolling Interest, Decrease from Deconsolidation | $ (10,799) | $ (10,799) | $ (10,922) | $ (10,922) | ||||||||||||||||||||
Distribution Expense, Allocation Interests | (51,296) | (51,296) | (51,296) | |||||||||||||||||||||
Distributions paid | $ (11,344) | $ (11,344) | $ (11,344) | $ (64,692) | $ (64,692) | $ (64,692) | ||||||||||||||||||
Ending balance at Sep. 30, 2019 | 1,080,255 | 924,680 | (78,728) | (6,063) | 1,032,810 | 96,417 | 96,504 | 0 | ||||||||||||||||
Beginning balance at Dec. 31, 2018 | 919,342 | 924,680 | (249,453) | (8,776) | 859,372 | 96,417 | 96,504 | 0 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ (111,000) | |||||||||||||||||||||||
Ending balance at Dec. 31, 2019 | 1,165,875 | 924,680 | (109,338) | (3,933) | 1,115,327 | 96,417 | 96,504 | 110,997 | ||||||||||||||||
Noncontrolling interest | 45,977 | |||||||||||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest, Discontinued Operations | 0 | |||||||||||||||||||||||
Beginning balance at Jun. 30, 2019 | 1,176,781 | 924,680 | 17,715 | (4,512) | 1,130,804 | 96,417 | 96,504 | 0 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Net income (loss) | (26,543) | (27,785) | (27,785) | 1,242 | ||||||||||||||||||||
Less: Net loss from discontinued operations attributable to noncontrolling interest | 0 | 0 | ||||||||||||||||||||||
Total comprehensive loss, net | (1,551) | (1,551) | (1,551) | |||||||||||||||||||||
Option activity attributable to noncontrolling shareholders | 936 | 936 | 0 | |||||||||||||||||||||
Noncontrolling Interest, Increase from Sale of Parent Equity Interest | (710) | (710) | ||||||||||||||||||||||
Distribution Expense, Allocation Interests | (43,313) | (43,313) | (43,313) | |||||||||||||||||||||
Distributions paid | (3,781) | (3,781) | (3,781) | (21,564) | (21,564) | (21,564) | ||||||||||||||||||
Ending balance at Sep. 30, 2019 | 1,080,255 | 924,680 | (78,728) | (6,063) | 1,032,810 | 96,417 | 96,504 | 0 | ||||||||||||||||
Noncontrolling interest | 47,445 | |||||||||||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest, Discontinued Operations | 0 | |||||||||||||||||||||||
Noncontrolling interest | 50,548 | 50,548 | $ 2,936 | $ 0 | ||||||||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest, Discontinued Operations | 0 | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Issuance of Trust preferred shares, net of offering costs | 110,997 | |||||||||||||||||||||||
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 (loss) | 18,417 | 14,414 | 14,414 | 4,003 | ||||||||||||||||||||
Less: Net loss from discontinued operations attributable to noncontrolling interest | 0 | |||||||||||||||||||||||
Total comprehensive loss, net | (514) | (514) | (514) | |||||||||||||||||||||
Stock Issued During Period, Value, New Issues | (83,884) | (83,884) | (83,884) | |||||||||||||||||||||
Option activity attributable to noncontrolling shareholders | 6,116 | 6,116 | ||||||||||||||||||||||
Effect of subsidiary stock option exercise | 2,456 | 2,456 | ||||||||||||||||||||||
Noncontrolling Interest, Increase from Business Combination | 11,127 | $ 11,127 | ||||||||||||||||||||||
Purchase of noncontrolling interest | (3,456) | (3,456) | ||||||||||||||||||||||
Distribution Expense, Allocation Interests | (9,087) | (9,087) | (9,087) | |||||||||||||||||||||
Distributions paid | (17,633) | (17,633) | (17,633) | (66,492) | (66,492) | (66,492) | ||||||||||||||||||
Ending balance at Sep. 30, 2020 | 1,190,693 | 1,008,564 | (188,136) | (4,447) | 1,119,899 | 96,417 | 96,504 | 110,997 | ||||||||||||||||
Noncontrolling interest | 67,816 | |||||||||||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest, Discontinued Operations | 0 | |||||||||||||||||||||||
Beginning balance at Jun. 30, 2020 | 1,196,882 | 1,008,588 | (177,912) | (5,528) | 1,129,066 | 96,417 | 96,504 | 110,997 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Net income (loss) | 20,903 | 19,186 | 19,186 | 1,717 | ||||||||||||||||||||
Less: Net loss from discontinued operations attributable to noncontrolling interest | 0 | 0 | ||||||||||||||||||||||
Total comprehensive loss, net | 1,081 | 1,081 | 1,081 | |||||||||||||||||||||
Stock Issued During Period, Value, New Issues | (24) | (24) | (24) | |||||||||||||||||||||
Option activity attributable to noncontrolling shareholders | 2,171 | 2,171 | ||||||||||||||||||||||
Effect of subsidiary stock option exercise | 2,203 | 2,203 | ||||||||||||||||||||||
Noncontrolling Interest, Increase from Sale of Parent Equity Interest | (3,113) | (3,113) | ||||||||||||||||||||||
Noncontrolling Interest, Increase from Business Combination | $ 11,127 | |||||||||||||||||||||||
Distribution Expense, Allocation Interests | 0 | |||||||||||||||||||||||
Distributions paid | $ (6,046) | $ (6,046) | $ (6,046) | $ (23,364) | $ (23,364) | $ (23,364) | ||||||||||||||||||
Ending balance at Sep. 30, 2020 | 1,190,693 | $ 1,008,564 | $ (188,136) | $ (4,447) | $ 1,119,899 | $ 96,417 | $ 96,504 | $ 110,997 | ||||||||||||||||
Noncontrolling interest | $ 70,794 | $ 70,794 | $ 3,584 | $ 11,069 | ||||||||||||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest, Discontinued Operations | $ 0 | |||||||||||||||||||||||
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 | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |||
Cash flows from operating activities: | |||||||
Net income (loss) | $ 20,903 | $ (26,543) | $ 18,417 | $ 301,788 | |||
Income from discontinued operations, net of income tax | 0 | 0 | 0 | 16,901 | |||
Gain on sale of discontinued operations | 100 | 2,039 | 100 | 330,203 | |||
Income (loss) from continuing operations | 20,803 | (28,582) | 18,317 | (45,316) | |||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||
Depreciation expense | 8,800 | 8,400 | 25,692 | 24,628 | |||
Amortization | 47,886 | ||||||
Amortization expense | 15,222 | 13,520 | 43,506 | 40,632 | |||
Impairment expense | 0 | 33,381 | |||||
Amortization of debt issuance costs, discount and premium | 1,656 | 3,022 | |||||
Unrealized loss on interest rate swap | 0 | 3,486 | |||||
Noncontrolling stockholder stock based compensation | 6,116 | 4,265 | |||||
Provision for loss on receivables | 4,374 | 2,539 | |||||
Deferred taxes | (3,352) | (2,208) | |||||
Gain (Loss) on Extinguishment of Debt | 0 | 5,038 | 0 | 5,038 | |||
Other | 1,776 | 853 | |||||
Changes in operating assets and liabilities, net of acquisitions: | |||||||
Accounts receivable | (42,163) | (19,187) | |||||
Inventories | (15,749) | (24,863) | |||||
Other current and non-current assets | (356) | (11,826) | |||||
Accounts payable and accrued expenses | 68,675 | 27,278 | |||||
Cash provided by operating activities - continuing operations | 112,872 | 41,722 | |||||
Cash used in operating activities - discontinued operations | 0 | (10,138) | |||||
Cash provided by operating activities | 112,872 | 31,584 | |||||
Payments to Acquire Businesses, Net of Cash Acquired | (212,834) | 0 | |||||
Cash flows from investing activities: | |||||||
Purchases of property and equipment | (20,065) | (21,964) | |||||
Payment of interest rate swap | 0 | (675) | |||||
Proceeds from sale of businesses | 100 | 501,895 | |||||
Other investing activities | (3,703) | 1,673 | |||||
Cash (used in) provided by investing activities - continuing operations | (236,502) | 480,929 | |||||
Cash provided by investing activities - discontinued operations | 0 | 279,219 | |||||
Cash (used in) provided by investing activities | (236,502) | 760,148 | |||||
Proceeds from Issuance of Common Stock | 83,884 | 0 | |||||
Cash flows from financing activities: | |||||||
Borrowings under credit facility | 0 | 108,000 | |||||
Repayments under credit facility | 0 | (533,500) | |||||
Proceeds from Issuance of Senior Long-term Debt | 202,000 | 0 | |||||
Distributions paid - common shares | (66,492) | (64,692) | |||||
Distributions paid - preferred shares | (17,633) | (11,344) | |||||
Distributions paid - allocation interests | (9,087) | (51,296) | |||||
Proceeds from noncontrolling interests-acquisition | 11,127 | 0 | |||||
Net proceeds provided by noncontrolling shareholders | 252 | 41 | |||||
Purchase of noncontrolling interest | (1,253) | (778) | |||||
Payments of Debt Issuance Costs | (3,214) | 0 | |||||
Other | 811 | (3,549) | |||||
Net cash provided by (used in) financing activities | 200,395 | (557,118) | |||||
Foreign currency impact on cash | (260) | (2,102) | |||||
Net increase in cash and cash equivalents | 76,505 | 232,512 | |||||
Cash and cash equivalents — beginning of period (1) | [1] | 100,314 | 53,326 | $ 53,326 | |||
Cash and cash equivalents — end of period | $ 176,819 | $ 285,838 | $ 176,819 | $ 285,838 | 100,314 | [1] | |
Disposal Group, Including Discontinued Operation, Cash | $ 4,600 | ||||||
[1] | (1) Includes cash from discontinued operations of $4.6 million at January 1, 2019. |
Presentation and Principles of
Presentation and Principles of Consolidation | 9 Months Ended |
Sep. 30, 2020 | |
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 nine businesses, or reportable operating segments, at September 30, 2020. The segments are as follows: 5.11 Acquisition Corp. ("5.11"), Velocity Outdoor, Inc. (formerly Crosman Corp.) ("Velocity Outdoor" or "Velocity"), The Ergo Baby Carrier, Inc. ("Ergobaby"), Liberty Safe and Security Products, Inc. ("Liberty Safe" or "Liberty"), Marucci Sports, LLC ("Marucci Sports" or "Marucci"), Compass AC Holdings, Inc. ("ACI" or "Advanced Circuits"), AMT Acquisition Corporation ("Arnold"), FFI Compass, Inc. ("Foam Fabricators" or "Foam"), and The Sterno Group, LLC ("Sterno"). Refer to Note E - "Operating Segment Data" for further discussion of the operating segments. Compass Group Management LLC, a Delaware limited liability company ("CGM" or the "Manager"), manages the day to day operations of the Company and oversees the management and operations of our businesses pursuant to a Management Services Agreement ("MSA"). Basis of Presentation The condensed consolidated financial statements for the three and nine month periods ended September 30, 2020 and September 30, 2019 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, 2019. Consolidation The condensed consolidated financial statements include the accounts of Holdings and all majority owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Discontinued Operations During the first quarter of 2019, the Company completed the sale of FHF Holdings Ltd. ("Manitoba Harvest"), the parent company of Fresh Hemp Foods Ltd. Additionally, during the second quarter of 2019, the Company completed the sale of CEHI Acquisition Corp. ("Clean Earth"), the parent company of Clean Earth Holdings, Inc. and Clean Earth Inc. The results of operations of Manitoba Harvest and Clean Earth are reported as discontinued operations in the condensed consolidated statements of operations for the three and nine months ended September 30, 2019. Refer to Note C - "Discontinued Operations" for additional information. Unless otherwise indicated, the disclosures accompanying the condensed consolidated financial statements reflect the Company's continuing operations. Seasonality Earnings of certain of our operating segments are seasonal in nature due to various recurring events, holidays and seasonal weather patterns, as well as the timing of our acquisitions during a given year. Historically, the third and fourth quarter produce the highest net sales during our fiscal year. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-13, Financial Instruments—Credit Losses, which requires companies to present assets held at amortized cost, trade receivables and available for sale debt securities net of the amount expected to be collected. The guidance requires the measurement of expected credit losses to be based on relevant information from past events, including historical experiences, current conditions and reasonable and supportable forecasts that affect collectibility. The guidance was effective for fiscal years and interim periods beginning after December 15, 2019, with early adoption permitted. The adoption of this guidance on January 1, 2020 did not have a material impact on our consolidated financial statements. Recently Issued Accounting Pronouncements |
Acquisition
Acquisition | 1 Months Ended |
Sep. 30, 2020 | |
Acquisitions [Abstract] | |
Business Combination Disclosure [Text Block] | 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 beginning 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. Preliminary Purchase Price Allocation Measurement Period Adjustments Preliminary Purchase Price Allocation (in thousands) As of September 30, 2020 Assets Cash 2,730 — 2,730 Accounts Receivable (1) 11,471 — 11,471 Inventory (2) 14,795 (314) 14,481 Property, plant and equipment (3) 10,681 (374) 10,307 Intangible assets 99,249 — 99,249 Goodwill 67,733 238 67,971 Other current and noncurrent assets 956 1,252 2,208 Total Assets 207,615 802 208,417 Liabilities and noncontrolling interest Current liabilities 6,207 294 6,501 Other liabilities 42,100 958 43,058 Noncontrolling interest 11,127 — 11,127 Total liabilities and noncontrolling interest 59,434 1,252 60,686 Net assets acquired 148,181 (450) 147,731 Noncontrolling interest 11,127 — 11,127 Intercompany loans 42,100 — 42,100 $ 201,408 $ (450) $ 200,958 Acquisition consideration Purchase price $ 200,000 $ — $ 200,000 Cash acquired 3,750 (1,019) 2,731 Net working capital adjustment 158 569 727 Other adjustments (2,500) — (2,500) Total purchase consideration $ 201,408 $ (450) $ 200,958 Less: Transaction costs 2,042 — 2,042 Net purchase price $ 199,366 $ (450) $ 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 $68.0 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 purchase accounting for Marucci is expected to be finalized in the fourth quarter of 2020. The intangible assets recorded related to the Marucci acquisition are as follows (in thousands): Intangible Assets Amount Estimated Useful Life Tradename $ 83,929 15 years Customer relationships 11,120 15 years Technology 4,200 15 years $ 99,249 The tradename was valued at $83.9 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. Unaudited pro forma information The following unaudited pro forma data for the three and nine months ended September 30, 2020 and 2019 gives effect to the acquisition of Marucci, as described above, as if the acquisition had been completed as of January 1, 2019. 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 Nine months ended (in thousands, except per share data) September 30, 2019 September 30, 2020 September 30, 2019 Net sales $ 403,259 $ 1,108,479 $ 1,113,241 Gross profit $ 144,952 $ 403,105 $ 405,477 Operating income $ (1,684) $ 62,062 $ 30,242 Net income (loss) from continuing operations $ (30,692) $ 14,920 $ (52,375) Net income (loss) from continuing operations attributable to Holdings $ (31,958) $ 10,957 $ (56,383) Basic and fully diluted net loss per share attributable to Holdings $ (1.37) $ (0.38) $ (2.07) Other acquisitions Foam Fabricators On July 1, 2020, Foam Fabricators 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 Foam Fabricators' 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) . |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2020 | |
Manitoba Harvest | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Note C — Discontinued Operations Sale of Clean Earth On May 8, 2019, the Company, as majority stockholder of CEHI Acquisition Corporation ("Clean Earth" or “CEHI”) and as Sellers’ Representative, entered into a definitive Stock Purchase Agreement (the “Purchase Agreement”) with Calrissian Holdings, LLC (“Buyer”), CEHI, the other holders of stock and options of CEHI and, as Buyer’s guarantor, Harsco Corporation, pursuant to which Buyer would acquire all of the issued and outstanding securities of CEHI, the parent company of the operating entity, Clean Earth, Inc. On June 28, 2019, Buyer completed the acquisition of all of the issued and outstanding securities of CEHI pursuant to the Purchase Agreement. The sale price for Clean Earth was based on an aggregate total enterprise value of $625 million, subject to customary working capital adjustments. After the allocation of the sale proceeds to Clean Earth non-controlling equity holders, the repayment of intercompany loans to the Company (including accrued interest) of $224.6 million, and the payment of transaction expenses of approximately $10.7 million, the Company received approximately $327.3 million of total proceeds at closing related to our equity interests in Clean Earth. The Company recognized a gain on the sale of Clean Earth of $209.3 million during the year ended December 31, 2019. Summarized results of operations of Clean Earth for the period January 1, 2019 through the date of disposition are as follows (in thousands): For the period January 1, 2019 through disposition Net sales $ 132,737 Gross profit $ 39,678 Operating income $ 6,232 Income from continuing operations before income taxes $ 5,880 Benefit for income taxes $ (11,607) Income from discontinued operations (1) $ 17,487 (1) The results of operations for the period from January 1, 2019 through the date of disposition excludes $10.2 million of intercompany interest expense. Sale of Manitoba Harvest On February 19, 2019, the Company entered into a definitive agreement with Tilray, Inc. ("Tilray") and a wholly-owned subsidiary of Tilray, 1197879 B.C. Ltd. (“Tilray Subco”), to sell to Tilray, through Tilray Subco, all of the issued and outstanding securities of our majority owned subsidiary, Manitoba Harvest, for total consideration of up to C$419 million. The completion of the sale of Manitoba Harvest was subject to approval by the British Columbia Supreme Court, which occurred on February 21, 2019. The sale closed on February 28, 2019. Subject to certain customary adjustments, the shareholders of Manitoba Harvest, including the Company, received the following from Tilray as consideration for their shares of Manitoba Harvest: (i) C$150 million in cash to the holders of preferred shares of Manitoba Harvest and the holders of common shares of Manitoba Harvest (“Common Holders”) and C$127.5 million in shares of class 2 Common Stock of Tilray (“Tilray Common Stock”) to the Common Holders on the closing date of the sale (the “Closing Date Consideration”), and (ii) C$50 million in cash and C$42.5 million in Tilray Common Stock to the Common Holders on the date that was six months after the closing date of the arrangement (the “Deferred Consideration”). The sale consideration also included a potential earnout of up to C$49 million in Tilray Common Stock to the Common Holders, if Manitoba Harvest achieved certain levels of U.S. branded gross sales of edible or topical products containing broad spectrum hemp extracts or cannabidiols prior to December 31, 2019. The threshold for the earnout was not achieved and no additional amount was recorded related to sale of Manitoba Harvest at December 31, 2019. The cash portion of the Closing Date Consideration was reduced by the amount of the net indebtedness (including accrued interest) of Manitoba Harvest on the closing date of C$71.3 million ($53.7 million) and transaction expenses of approximately C$5.0 million. The Company's share of the net proceeds after accounting for the redemption of the noncontrolling shareholders and the payment of net indebtedness of Manitoba Harvest and transaction expenses was approximately $124.2 million in cash proceeds and in Tilray Common Stock. The Company recognized a gain on the sale of Manitoba Harvest of $121.7 million in the first quarter of 2019. In August 2019, the Company received the Deferred Consideration related to the sale. The Company's portion of the Deferred Consideration totaled $28.4 million in cash proceeds and $19.6 million in Tilray Common Stock. The Tilray Common Stock consideration was issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") and pursuant to exemptions from applicable securities laws of any state of the United States, such that any shares of Tilray Common Stock received by the Common Holders were freely tradeable. The Company sold the Tilray Common Stock received as part of the Closing Consideration during March 2019, recognizing a net loss of $5.3 million in Other income/ (expense) during the quarter ended March 31, 2019. In August 2019, the Company sold the Tilray Common Stock received as part of the Deferred Consideration, recognizing a loss of $4.9 million in Other income/ (expense) during the quarter ended September 30, 2019. Summarized results of operations of Manitoba Harvest for the period from January 1, 2019 through the date of disposition are as follows (in thousands): For the period January 1, 2019 through disposition Net revenues $ 10,024 Gross profit $ 4,874 Operating loss $ (1,118) Loss before income taxes $ (1,127) Benefit for income taxes $ (541) Income (loss) from discontinued operations (1) $ (586) (1) The results of operations for the period from January 1, 2019 through the date of disposition excludes $1.0 million of intercompany interest expense. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | The following tables provide disaggregation of revenue by reportable segment geography for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three months ended September 30, 2020 5.11 Ergo Liberty Marucci Velocity ACI Arnold Foam Sterno Total United States $ 80,100 $ 6,378 $ 30,648 $ 19,340 $ 64,012 $ 22,771 $ 13,933 $ 31,084 $ 92,254 $ 360,520 Canada 1,340 750 538 55 3,143 — — — 5,158 10,984 Europe 6,860 7,354 — 16 2,482 — 6,926 — 272 23,910 Asia Pacific 3,550 4,874 — 130 245 — 745 — 53 9,597 Other international 6,556 122 — 10 747 — 1,015 5,442 — 13,892 $ 98,406 $ 19,478 $ 31,186 $ 19,551 $ 70,629 $ 22,771 $ 22,619 $ 36,526 $ 97,737 $ 418,903 Three months ended September 30, 2019 5.11 Ergo Liberty Velocity ACI Arnold Foam Sterno Total United States $ 77,783 $ 6,505 $ 24,061 $ 42,126 $ 21,897 $ 18,227 $ 25,833 $ 105,260 $ 321,692 Canada 1,897 906 668 1,981 — 153 — 4,145 9,750 Europe 7,504 6,951 — 1,420 — 9,758 — 447 26,080 Asia Pacific 2,429 8,820 — 239 — 1,678 — 1,565 14,731 Other international 8,440 136 — 881 — 1,079 5,471 53 16,060 $ 98,053 $ 23,318 $ 24,729 $ 46,647 $ 21,897 $ 30,895 $ 31,304 $ 111,470 $ 388,313 Nine months ended September 30, 2020 5.11 Ergo Liberty Marucci Velocity ACI Arnold Foam Sterno Total United States $ 223,204 $ 19,736 $ 78,771 $ 24,375 $ 131,791 $ 67,423 $ 47,789 $ 75,544 $ 246,182 $ 914,815 Canada 4,605 2,466 1,828 70 7,915 — 239 — 11,229 28,352 Europe 20,412 19,953 — 20 5,954 — 22,536 — 495 69,370 Asia Pacific 10,943 15,784 — 330 679 — 3,293 — 87 31,116 Other international 22,658 1,232 — 12 1,901 — 2,590 13,794 139 42,326 $ 281,822 $ 59,171 $ 80,599 $ 24,807 $ 148,240 $ 67,423 $ 76,447 $ 89,338 $ 258,132 $ 1,085,979 Nine months ended September 30, 2019 5.11 Ergo Liberty Velocity ACI Arnold Foam Sterno Total United States $ 225,124 $ 20,738 $ 65,797 $ 93,243 $ 67,405 $ 53,778 $ 78,508 $ 273,002 $ 877,595 Canada 6,211 2,552 1,769 5,232 — 516 — 12,361 28,641 Europe 20,658 21,026 — 5,253 — 28,584 — 1,383 76,904 Asia Pacific 9,007 23,656 — 671 — 4,479 — 2,273 40,086 Other international 17,978 769 — 2,996 — 3,047 15,126 112 40,028 $ 278,978 $ 68,741 $ 67,566 $ 107,395 $ 67,405 $ 90,404 $ 93,634 $ 289,131 $ 1,063,254 |
Operating Segment Data
Operating Segment Data | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Operating Segment Data | Operating Segment Data At September 30, 2020, the Company had nine 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. • 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. • 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"), and flexible magnets (Flexmag™) that are mission critical in motors, generators, sensors and other systems and components. Based on its long-term relationships, Arnold has built a diverse and blue-chip customer base totaling more than 2,000 clients worldwide. Arnold is headquartered in Rochester, New York. • Foam Fabricators is a designer and manufacturer of custom molded protective foam solutions and original equipment manufacturer components made from expanded polystyrene and expanded polypropylene. Foam Fabricators provides products to a variety of end markets, including appliances and electronics, pharmaceuticals, health and wellness, automotive, building and other products. In July 2020, Foam Fabricators 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. Foam Fabricators is headquartered in Scottsdale, Arizona and operates 14 molding and fabricating facilities across North America subsequent to the acquisition of Polyfoam. • 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 September 30, Nine months ended September 30, (in thousands) 2020 2019 2020 2019 5.11 $ 98,406 $ 98,053 $ 281,822 $ 278,978 Ergobaby 19,478 23,318 59,171 68,741 Liberty 31,186 24,729 80,599 67,566 Marucci 19,551 — 24,807 — Velocity Outdoor 70,629 46,647 148,240 107,395 ACI 22,771 21,897 67,423 67,405 Arnold 22,619 30,895 76,447 90,404 Foam Fabricators 36,526 31,304 89,338 93,634 Sterno 97,737 111,470 258,132 289,131 Total segment revenue 418,903 388,313 1,085,979 1,063,254 Corporate and other — — — — Total consolidated revenues $ 418,903 $ 388,313 $ 1,085,979 $ 1,063,254 Segment profit (loss) (1) Three months ended September 30, Nine months ended September 30, (in thousands) 2020 2019 2020 2019 5.11 $ 8,681 $ 5,977 $ 17,969 $ 13,388 Ergobaby 2,363 3,220 5,943 9,151 Liberty 5,736 2,726 12,281 5,812 Marucci 1,265 — (6,478) — Velocity Outdoor 11,062 (27,902) 13,896 (27,635) ACI 6,205 6,122 18,272 19,087 Arnold (495) 2,681 2,601 6,385 Foam Fabricators 4,759 4,141 11,118 12,011 Sterno 7,674 12,724 16,906 28,821 Total 47,250 9,689 92,508 67,020 Reconciliation of segment profit (loss) to consolidated income (loss) before income taxes: Interest expense, net (12,351) (11,525) (32,122) (48,424) Other income (expense), net (447) (689) (2,172) (1,213) Corporate and other (2) (12,043) (21,657) (31,420) (52,324) Total consolidated income (loss) before income taxes $ 22,409 $ (24,182) $ 26,794 $ (34,941) (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 September 30, Nine months ended September 30, (in thousands) 2020 2019 2020 2019 5.11 $ 5,296 $ 5,275 $ 15,734 $ 15,730 Ergobaby 2,038 2,319 6,129 6,543 Liberty 412 388 1,233 1,185 Marucci 3,281 — 7,968 — Velocity Outdoor 3,120 3,217 9,480 9,757 ACI 595 525 1,867 1,717 Arnold 1,697 1,616 4,969 4,818 Foam Fabricators 3,304 3,044 9,286 9,054 Sterno 5,649 5,539 16,912 16,456 Total 25,392 21,923 73,578 65,260 Reconciliation of segment to consolidated total: Amortization of debt issuance costs, original issue discount and bond premium 577 863 1,656 3,022 Consolidated total $ 25,969 $ 22,786 $ 75,234 $ 68,282 Accounts Receivable Identifiable Assets September 30, December 31, September 30, December 31, (in thousands) 2020 2019 2020 (1) 2019 (1) 5.11 $ 48,791 $ 49,543 $ 364,195 $ 357,292 Ergobaby 9,102 10,460 88,031 91,798 Liberty 17,387 13,574 37,050 38,558 Marucci 12,100 — 127,589 — Velocity Outdoor 43,508 20,290 184,825 192,288 ACI 8,523 8,318 27,089 24,408 Arnold 15,819 19,043 71,731 72,650 Foam Fabricators 26,582 24,455 163,094 156,914 Sterno 78,360 60,522 247,946 263,530 Allowance for doubtful accounts (17,225) (14,800) — — Total 242,947 191,405 1,311,550 1,197,438 Reconciliation of segment to consolidated total: Corporate and other identifiable assets — — 129,023 64,531 Consolidated total $ 242,947 $ 191,405 $ 1,440,573 $ 1,261,969 (1) Does not include accounts receivable balances per schedule above or goodwill balances - refer to Note G - "Goodwill and Other Intangible Assets" . |
Property, Plant and Equipment a
Property, Plant and Equipment and Inventory | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment and Inventory | Property, Plant and Equipment and Inventory Property, plant and equipment Property, plant and equipment is comprised of the following at September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Machinery and equipment $ 208,648 $ 191,897 Furniture, fixtures and other 42,757 36,604 Leasehold improvements 45,224 40,851 Buildings and land 10,800 7,992 Construction in process 11,832 10,559 319,261 287,903 Less: accumulated depreciation (163,660) (141,475) Total $ 155,601 $ 146,428 Depreciation expense was $8.8 million and $25.7 million for the three and nine months ended September 30, 2020 and $8.4 million and $24.6 million for the three and nine months ended September 30, 2019, respectively. Inventory Inventory is comprised of the following at September 30, 2020 and December 31, 2019 (in thousands) : September 30, 2020 December 31, 2019 Raw materials $ 72,873 $ 59,888 Work-in-process 15,300 14,318 Finished goods 278,231 262,352 Less: obsolescence reserve (22,368) (19,252) Total $ 344,036 $ 317,306 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure | Note G — 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 2020 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 Ergobaby, Foam Fabricators 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, Foam Fabricators 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 Foam Fabricators, 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 Foam Fabricators 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%. 2019 Interim Impairment Testing Velocity Outdoor The Company performed interim quantitative impairment testing of Velocity Outdoor at September 30, 2019. As a result of operating results below forecasts in the current period as well as a re-forecast of the Velocity business in which planned earnings and revenue fell below the forecasts of prior periods, the Company determined that a triggering event occurred in the third quarter of 2019. The Company used an income approach for the impairment test, whereby we estimate the fair value of the reporting unit based on the present value of future cash flows. Cash flow projections are based on management's estimate of revenue growth rates and operating margins, and take into consideration industry and market conditions as well as company specific economic factors. The Company used a weighted average cost of capital of 12.2% in the income approach. The discount rate used was based on the weighted average cost of capital adjusted for the relevant risk associated with business specific characteristics and Velocity's ability to execute on the projected cash flows. Based on the results of the impairment test, the fair value of Velocity did not exceed the carrying value, indicating that the goodwill at Velocity was impaired. The difference between the carrying value and fair value of the Velocity business was $32.9 million, which the Company recorded as impairment expense in the consolidated statement of operations for the year ended December 31, 2019. 2019 Annual Impairment Testing All of the Company's reporting units were tested qualitatively at March 31, 2019. We determined that the Liberty reporting unit required additional quantitative testing because we could not conclude that the fair value of the reporting unit exceeded its carrying value based on qualitative factors alone. We used an income approach and market approach for the quantitative impairment test that was performed of the Liberty business at March 31, 2019, with equal weighting assigned to each. The discount rate used in the income approach was 14.8%. The results of the quantitative impairment testing indicated that the fair value of the Liberty reporting unit exceeded the carrying value. For the reporting units that were tested qualitatively for the 2019 annual impairment testing, the results of the qualitative analysis indicated that it is more likely than not that the fair value exceeded their carrying value. A summary of the net carrying value of goodwill at September 30, 2020 and December 31, 2019, is as follows (in thousands) : Nine months ended September 30, 2020 Year ended Goodwill - gross carrying amount $ 566,209 $ 496,264 Accumulated impairment losses (57,745) (57,745) Goodwill - net carrying amount $ 508,464 $ 438,519 The following is a reconciliation of the change in the carrying value of goodwill for the nine months ended September 30, 2020 by operating segment (in thousands) : Balance at January 1, 2020 Acquisitions Goodwill Impairment Other Balance at September 30, 2020 5.11 $ 92,966 $ — $ — $ — $ 92,966 Ergobaby 61,031 — — — 61,031 Liberty 32,828 — — — 32,828 Marucci — 67,971 — — 67,971 Velocity Outdoor 30,079 — — — 30,079 ACI 58,019 — — — 58,019 Arnold 26,903 — — — 26,903 Foam Fabricators 72,708 1,974 — — 74,682 Sterno 55,336 — — — 55,336 Corporate (1) 8,649 — — — 8,649 Total $ 438,519 $ 69,945 $ — $ — $ 508,464 (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 2020 and 2019. 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 and Liberty reporting units have indefinite lived trade names that were tested in conjunction with the goodwill impairment tests at March 31, 2020 and March 31, 2019, respectively. The results of the quantitative impairment testing indicated that the trade names were not impaired. Other intangible assets are comprised of the following at September 30, 2020 and December 31, 2019 (in thousands) : September 30, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 474,885 $ (181,338) $ 293,547 $ 462,686 $ (155,200) $ 307,486 Technology and patents 84,862 (32,857) 52,005 80,082 (28,748) 51,334 Trade names, subject to amortization 273,556 (59,489) 214,067 189,183 (46,507) 142,676 Licensing and non-compete agreements 7,642 (7,321) 321 7,515 (7,050) 465 Distributor relations and other 726 (726) — 726 (726) — Total 841,671 (281,731) 559,940 740,192 (238,231) 501,961 Trade names, not subject to amortization 59,985 — 59,985 59,985 — 59,985 Total intangibles, net $ 901,656 $ (281,731) $ 619,925 $ 800,177 $ (238,231) $ 561,946 Amortization expense related to intangible assets was $15.2 million and $43.5 million for the three and nine months ended September 30, 2020, respectively and $13.5 million and $40.6 million for the three and nine months ended September 30, 2019, respectively. Estimated charges to amortization expense of intangible assets for the remainder of 2020 and the next four years, is as follows (in thousands) : 2020 2021 2022 2023 2024 $ 16,832 $ 59,897 $ 58,265 $ 57,868 $ 56,776 |
Warranties
Warranties | 9 Months Ended |
Sep. 30, 2020 | |
Guarantees [Abstract] | |
Warranties | Warranties The Company’s Ergobaby, Liberty, Marucci and Velocity Outdoor operating segments estimate their exposure to warranty claims based on both current and historical product sales data and warranty costs incurred. The Company assesses the adequacy of its recorded warranty liability quarterly and adjusts the amount as necessary. Warranty liability is included in accrued expenses in the accompanying consolidated balance sheets. A reconciliation of the change in the carrying value of the Company’s warranty liability for the nine months ended September 30, 2020 and the year ended December 31, 2019 is as follows ( in thousands ): Warranty liability Nine months ended September 30, 2020 Year ended December 31, 2019 Beginning balance $ 1,583 $ 1,624 Provision for warranties issued during the period 2,511 2,238 Fulfillment of warranty obligations (2,307) (2,279) Other (1) 104 — Ending balance $ 1,891 $ 1,583 (1) Represents the warranty liability recorded in relation to the Marucci acquisition in April 2020. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | Debt 2018 Credit Facility On April 18, 2018, the Company entered into an Amended and Restated Credit Agreement (the "2018 Credit Facility") to amend and restate the 2014 Credit Facility, originally dated as of June 6, 2014 (as previously amended) among the Company, the lenders from time to time party thereto (the “Lenders”), and Bank of America, N.A., as Administrative Agent. The 2018 Credit Facility is secured by all of the assets of the Company, including all of its equity interests in, and loans to, its consolidated subsidiaries. The 2018 Credit Facility provides for (i) revolving loans, swing line loans and letters of credit (the “2018 Revolving Credit Facility”) up to a maximum aggregate amount of $600 million, and (ii) a $500 million term loan (the “2018 Term Loan”). The 2018 Credit Facility also permits the Company, prior to the applicable maturity date, to increase the revolving loan commitment and/or obtain additional term loans in an aggregate amount of up to $250 million (the “Incremental Loans”), subject to certain restrictions and conditions. 2018 Revolving Credit Facility All amounts outstanding under the 2018 Revolving Credit Facility will become due on April 18, 2023, which is the maturity date of loans advanced under the 2018 Revolving Credit Facility. The Company may borrow, prepay and reborrow principal under the 2018 Revolving Credit Facility from time to time during its term. Under the 2018 Revolving Credit Facility, an aggregate amount of up to $100 million in letters of credit may be issued, as well as swing line loans of up to $25 million outstanding at one time. The issuance of such letters of credit and the making of any swing line loan would reduce the amount available under the 2018 Revolving Credit Facility. 2018 Term Loan The 2018 Term Loan was issued at an original issuance discount of 99.75%. The 2018 Term Loan required quarterly payments of $1.25 million commencing June 30, 2018, with a final payment of all remaining principal and interest due on April 18, 2025, the maturity date of the 2018 Term Loan. In July 2019, the Company repaid approximately $193.8 million of the 2018 Term Loan using a portion of the proceeds received from the sale of Clean Earth, and in November 2019, the Company repaid the remaining $298.8 million balance due under the 2018 Term Loan. Net availability under the 2018 Revolving Credit Facility was approximately $598.8 million at September 30, 2020. Subsequent to the end of the quarter, the Company drew $300 million on the 2018 Revolving Credit Facility to fund a portion of the purchase price of an acquisition. Letters of credit outstanding at September 30, 2020 totaled approximately $1.2 million. At September 30, 2020, the Company was in compliance with all covenants as defined in the 2018 Credit Facility. Senior Notes On April 18, 2018, the Company consummated the issuance and sale of $400 million aggregate principal amount of its 8.000% Senior Notes due 2026 (the “Existing 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 Existing Notes were issued pursuant to an indenture, dated as of April 18, 2018 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee. On May 7, 2020, the Company consummated the issuance and sale of $200 million aggregate principal amount of its 8.000% Senior Notes due 2026 at an issue price of 101% (the "Additional Notes", and, together with the Existing Notes, the "Senior Notes"). The Additional Notes were issued under the Indenture between the Company and U.S. Bank National Association, as trustee. The proceeds from the Additional Notes were used to pay down the amount outstanding on the Company's 2018 Revolving Credit Facility. The Additional Notes were issued at 101% of par value and the resulting $2 million premium will be amortized over the remaining term of the Additional Notes. The Senior Notes bear interest at the rate of 8.000% per annum and will mature on May 1, 2026. Interest on the Senior Notes is payable in cash on May 1st and November 1st of each year. The first interest payment date on the Additional Notes will be November 1, 2020. The Senior Notes are general senior unsecured obligations of the Company and are not guaranteed by the subsidiaries through which the Company currently conducts substantially all of its operations. The Senior 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 Senior Notes will be effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including the indebtedness under the Company’s credit facilities described above. The Indenture contains several restrictive covenants including, but not limited to, limitations on the following: (i) the incurrence of additional indebtedness, (ii) restricted payments, (iii) dividends and other payments affecting restricted subsidiaries, (iv) the issuance of preferred stock of restricted subsidiaries, (v) transactions with affiliates, (vi) asset sales and mergers and consolidations, (vii) future subsidiary guarantees and (viii) liens, subject in each case to certain exceptions. The following table provides the Company’s debt holdings at September 30, 2020 and December 31, 2019 (in thousands) : September 30, 2020 December 31, 2019 Senior Notes $ 600,000 $ 400,000 Less: Unamortized premiums and debt issuance costs (7,893) (5,555) Long term debt $ 592,107 $ 394,445 The Company's Senior Notes consisted of the following carrying value and estimated fair value (in thousands): Fair Value Hierarchy Level September 30, 2020 Maturity Date Rate Carrying Value Fair Value Senior Notes May 1, 2026 8.000 % 2 600,000 630,000 Debt Issuance Costs Deferred debt issuance costs represent the costs associated with the issuance of the Company's financing arrangements. In connection with the Additional Notes offering in May 2020, the Company recorded $3.2 million in deferred financing costs. Since the Company can borrow, repay and reborrow principal under the 2018 Revolving Credit Facility, the debt issuance costs associated with the 2018 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 September 30, 2020 and December 31, 2019, and the balance sheet classification in each of the periods presented ( in thousands ): September 30, 2020 December 31, 2019 Unamortized premiums and debt issuance costs $ 16,466 $ 13,252 Accumulated amortization (5,461) (3,667) Unamortized premiums and debt issuance costs, net $ 11,005 $ 9,585 Balance sheet classification: Other noncurrent assets $ 3,112 $ 4,030 Long-term debt 7,893 5,555 $ 11,005 $ 9,585 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure | Note J — 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 net 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 September 30, 2020, $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 September 30, 2020, $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 which represented a Holding Event. The Holders elected to defer the distribution of $3.3 million until after the end of 2020. The ten-year anniversary of Ergo occurred in September 2020 which represented a Holding Event. The Holders elected to defer the distribution of $2.0 million until after the end of 2020. Sale Events The sales of Manitoba Harvest in February 2019 and Clean Earth in June 2019 each qualified as a Sale Event under the Company's LLC Agreement. During the second quarter of 2019, the Company declared and paid a distribution to the Allocation Member of $8.0 million related to the sale of Manitoba Harvest and working capital settlements from prior Sale Events. The profit allocation distribution was calculated based on the portion of the gain on sale related to the Closing Date Consideration, less the loss on sale of shares that were received as part of the Closing Consideration. During the third quarter of 2019, the Company declared and paid a distribution to the Allocation Member of $43.3 million related to the sale of Clean Earth. During the fourth quarter of 2019, the Company declared and paid a distribution to the Allocation Member of $9.1 million related to the Deferred Consideration from the Manitoba Harvest sale and the working capital settlement received from the sale of Clean Earth. Reconciliation of net income (loss) available to common shares of Holdings The following table reconciles net loss attributable to Holdings to net loss attributable to the common shares of Holdings ( in thousands ): Three months ended Nine months ended 2020 2019 2020 2019 Net income (loss) from continuing operations attributable to Holdings $ 19,086 $ (29,824) $ 14,314 $ (49,313) Less: Distributions paid - Allocation Interests — 43,313 9,087 51,296 Less: Distributions paid - Preferred Shares 6,046 3,781 17,633 11,344 Less: Accrued distributions - Preferred Shares 2,869 1,334 2,869 1,334 Net income (loss) from continuing operations attributable to common shares of Holdings $ 10,171 $ (78,252) $ (15,275) $ (113,287) Earnings per share The Company calculates basic and diluted earnings per share using the two-class method which requires the Company to allocate to participating securities that have rights to earnings that otherwise would have been available only to Trust shareholders as a separate class of securities in calculating earnings per share. The Allocation Interests are considered participating securities that contain participating rights to receive profit allocations upon the occurrence of a Holding Event or Sale Event. The calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2020 and 2019 reflects the incremental increase during the period in the profit allocation distribution to Holders related to Holding Events. Basic and diluted earnings per share for the three and nine months ended September 30, 2020 and 2019 attributable to the common shares of Holdings is calculated as follows (in thousands, except per share data) : Three months ended Nine months ended 2020 2019 2020 2019 Income (loss) from continuing operations attributable to common shares of Holdings $ 10,171 $ (78,252) $ (15,275) $ (113,287) Less: Effect of contribution based profit - Holding Event 4,844 1,709 5,134 3,562 Income (loss) from continuing operations attributable to common shares of Holdings $ 5,327 $ (79,961) $ (20,409) $ (116,849) Income from discontinued operations attributable to Holdings $ 100 $ 2,039 $ 100 $ 347,370 Less: Effect of contribution based profit - Holding Event — — — — Income from discontinued operations attributable to common shares of Holdings $ 100 $ 2,039 $ 100 $ 347,370 Basic and diluted weighted average common shares outstanding 64,900 59,900 62,556 59,900 Basic and fully diluted income (loss) per common share attributable to Holdings Continuing operations $ 0.08 $ (1.33) $ (0.33) $ (1.95) Discontinued operations — 0.03 — 5.80 $ 0.08 $ (1.30) $ (0.33) $ 3.85 Distributions The following table summarizes information related to our quarterly cash distributions on our Trust common and preferred shares (in thousands, except per share data ) : Period Cash Distribution per Share Total Cash Distributions Record Date Payment Date Trust Common Shares: July 1, 2020 - September 30, 2020 (1) $ 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 July 1, 2019 - September 30, 2019 $ 0.36 $ 21,564 October 17, 2019 October 24, 2019 April 1, 2019 - June 30, 2019 $ 0.36 $ 21,564 July 18, 2019 July 25, 2019 January 1, 2019 - March 31, 2019 $ 0.36 $ 21,564 April 18, 2019 April 25, 2019 October 1, 2018 - December 31, 2018 $ 0.36 $ 21,564 January 17, 2019 January 24, 2019 Series A Preferred Shares: July 30, 2020 - September 29, 2020 (1) $ 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 July 30, 2019 - October 29, 2019 $ 0.453125 $ 1,813 October 15, 2019 October 30, 2019 April 30, 2019 - July 29, 2019 $ 0.453125 $ 1,813 July 15, 2019 July 30, 2019 January 30, 2019 - April 29, 2019 $ 0.453125 $ 1,813 April 15, 2019 April 30, 2019 October 30, 2018 - January 29, 2019 $ 0.453125 $ 1,813 January 15, 2019 January 30, 2019 Series B Preferred Shares: July 30, 2020 - September 29, 2020 (1) $ 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 July 30, 2019 - October 29, 2019 $ 0.4921875 $ 1,969 October 15, 2019 October 30, 2019 April 30, 2019 - July 29, 2019 $ 0.4921875 $ 1,969 July 15, 2019 July 30, 2019 January 30, 2019 - April 29, 2019 $ 0.4921875 $ 1,969 April 15, 2019 April 30, 2019 October 30, 2018 - January 29, 2019 $ 0.4921875 $ 1,969 January 15, 2019 January 30, 2019 Series C Preferred Shares: July 30, 2020 - September 29, 2020 (1) $ 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 October 1, 2020. |
Noncontrolling Interest
Noncontrolling Interest | 9 Months Ended |
Sep. 30, 2020 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Noncontrolling Interest Noncontrolling interest represents the portion of the Company’s majority owned subsidiary’s net income (loss) and equity that is owned by noncontrolling shareholders. The following tables reflect the Company’s ownership percentage of its majority owned operating segments and related noncontrolling interest balances as of September 30, 2020 and December 31, 2019: % Ownership (1) September 30, 2020 % Ownership (1) December 31, 2019 Primary Fully Primary Fully 5.11 97.6 88.1 97.6 88.9 Ergobaby 81.4 72.6 81.9 75.8 Liberty 91.2 86.0 91.2 86.0 Marucci 92.2 83.8 N/a N/a Velocity Outdoor 99.3 88.0 99.3 93.9 ACI 69.3 65.4 69.4 65.4 Arnold 96.7 82.4 96.7 80.2 Foam Fabricators 100.0 91.5 100.0 91.5 Sterno 100.0 88.5 100.0 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) September 30, 2020 December 31, 2019 5.11 $ 13,837 $ 12,056 Ergobaby 27,207 27,036 Liberty 3,584 2,936 Marucci 11,069 — Velocity Outdoor 3,767 2,506 ACI 7,587 3,670 Arnold 1,232 1,255 Foam Fabricators 2,644 1,873 Sterno (233) (884) Allocation Interests 100 100 $ 70,794 $ 50,548 |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The following table provides the assets and liabilities carried at fair value measured on a recurring basis at September 30, 2020 and December 31, 2019 ( in thousands ): Fair Value Measurements at September 30, 2020 Carrying Level 1 Level 2 Level 3 Liabilities: Put option of noncontrolling shareholders (1) $ (303) $ — $ — $ (303) Total recorded at fair value $ (303) $ — $ — $ (303) (1) Represents put option issued to noncontrolling shareholders in connection with the 5.11 and Liberty acquisitions. Fair Value Measurements at December 31, 2019 Carrying Level 1 Level 2 Level 3 Liabilities: Put option of noncontrolling shareholders (1) $ (111) $ — $ — $ (111) Total recorded at fair value $ (111) $ — $ — $ (111) (1) Represents put option issued to noncontrolling shareholders in connection with the 5.11 and Liberty acquisitions. Reconciliations of the change in the carrying value of the Level 3 fair value measurements from January 1, 2019 through September 30, 2020 are as follows ( in thousands ): Level 3 Balance at January 1, 2019 $ (4,547) Decrease in the fair value of put option of noncontrolling shareholder - Liberty 72 Increase in the fair value of put option of noncontrolling shareholder - 5.11 (10) Adjustment to Ravin contingent consideration (1) (2,022) Payment of contingent consideration - Ravin (1) 6,396 Balance at December 31, 2019 $ (111) Increase in the fair value of put option of noncontrolling shareholder - Liberty (151) Increase in the fair value of put option of noncontrolling shareholder - 5.11 (41) Balance at September 30, 2020 $ (303) (1) The contingent consideration related to Velocity's acquisition of Ravin in September 2018. The purchase price of Ravin included a potential earn-out of up to $25.0 million contingent on the achievement of certain financial metrics for the trailing twelve month period ending December 31, 2018. The fair value of the contingent consideration was estimated at $4.7 million at acquisition date and was calculated using a risk-adjusted option pricing model. The earnout was adjusted to $6.4 million and paid out during the year ended December 31, 2019. 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, 2019. Nonrecurring Fair Value Measurements There were no assets or liabilities measured on a non-recurring basis during the quarter ended September 30, 2020. The following table provides the assets and liabilities carried at fair value measured on a non-recurring basis as of December 31, 2019. Refer to " Note G – Goodwill and Other Intangible Assets ", for a description of the valuation techniques used to determine fair value of the assets measured on a non-recurring basis in the table below. Expense Fair Value Measurements at December 31, 2019 Year ended (in thousands) Carrying Level 1 Level 2 Level 3 December 31, 2019 Goodwill - Velocity Outdoor $ 30,079 $ — $ — $ 30,079 $ 32,881 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income taxes Each fiscal quarter, the Company estimates its annual effective tax rate and applies that rate to its interim pre-tax earnings. In this regard, the Company reflects the full year’s estimated tax impact of certain unusual or infrequently occurring items and the effects of changes in tax laws or rates in the interim period in which they occur. The computation of the annual estimated effective tax rate in each interim period requires certain estimates and significant judgment, including the projected operating income for the year, projections of the proportion of income earned and taxed in other jurisdictions, permanent and temporary differences and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, as additional information is obtained or as the tax environment changes. Certain foreign operations are subject to foreign income taxation under existing provisions of the laws of those jurisdictions. The reconciliation between the Federal Statutory Rate and the effective income tax rate for the nine months ended September 30, 2020 and 2019 is as follows: Nine months ended September 30, 2020 2019 United States Federal Statutory Rate 21.0 % (21.0) % State income taxes (net of Federal benefits) 5.0 4.4 Foreign income taxes 1.3 7.2 Expenses of Compass Group Diversified Holdings LLC representing a pass through to shareholders (1) 8.3 22.7 Impairment expense — 15.7 Impact of subsidiary employee stock options 1.3 0.3 Credit utilization (2.0) (2.0) Non-recognition of NOL carryforwards at subsidiaries (5.1) 3.9 Effect of Tax Act 4.7 4.0 Other (2.9) (5.5) Effective income tax rate 31.6 % 29.7 % (1) The effective income tax rate for the nine months ended September 30, 2020 and 2019 includes a loss at the Company's parent, which is taxed as a partnership. |
Defined Benefit Plan
Defined Benefit Plan | 9 Months Ended |
Sep. 30, 2020 | |
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 $4.9 million is recognized in the consolidated balance sheet as a component of other non-current liabilities at September 30, 2020. Net periodic benefit cost consists of the following for the three and nine months ended September 30, 2020 and 2019 (in thousands ): Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Service cost $ 143 $ 127 $ 420 $ 383 Interest cost 8 33 23 99 Expected return on plan assets (21) (39) (62) (119) Amortization of unrecognized loss 58 35 171 104 Effect of curtailment 352 — 352 — Net periodic benefit cost $ 540 $ 156 $ 904 $ 467 During the third quarter of 2020, Arnold recognized a curtailment loss as a result of the termination of certain employees at the Switzerland location who were participants in the defined benefit plan. The termination of the employees resulted in a decrease in the accumulated benefit obligation liability and a curtailment loss of $0.4 million. The curtailment loss was recognized in other comprehensive income during the three months ended September 30, 2020. During the nine months ended September 30, 2020 , per the terms of the pension agreement, Arnold contributed $0.3 million to the plan. For the remainder of 2020, the expected contribution to the plan will be approximately $0.1 million. The plan assets are pooled with assets of other participating employers and are not separable; therefore, the fair values of the pension plan assets at September 30, 2020 were considered Level 3. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the normal course of business, the Company and its subsidiaries are involved in various claims and legal proceedings. While the ultimate resolution of these matters has yet to be determined, the Company does not believe that any unfavorable outcomes will have a material adverse effect on the Company's consolidated financial position or results of operations. Leases The Company and its subsidiaries lease manufacturing facilities, warehouses, office facilities, retail stores, equipment and vehicles under various operating arrangements. Certain of the leases are subject to escalation clauses and renewal periods. The Company and its subsidiaries recognize lease expense, including predetermined fixed escalations, on a straight-line basis over the initial term of the lease including reasonably assured renewal periods from the time that the Company and its subsidiaries control the leased property. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Certain of our subsidiaries have leases that contain both fixed rent costs and variable rent costs based on achievement of certain operating metrics. The variable lease expense has not been material on a historic basis and no amount was incurred during the quarter ending September 30, 2020. In the three and nine months ended September 30, 2020, the Company recognized $7.9 million and $22.8 million, respectively, in expense related to operating leases in the condensed consolidated statements of operations. The maturities of lease liabilities at September 30, 2020 were as follows ( in thousands ): 2020 (excluding nine months ended September 30, 2020) $ 4,841 2021 27,334 2022 25,059 2023 18,180 2024 14,244 Thereafter 43,456 Total undiscounted lease payments $ 133,114 Less: Interest 34,584 Present value of lease liabilities $ 98,530 The calculated amount of the right-of-use assets and lease liabilities in the table above are impacted by the length of the lease term and discount rate used to present value the minimum lease payments. The Company's lease agreements often include one or more options to renew at the company's discretion. In general, it is not reasonably certain that lease renewals will be exercised at lease commencement and therefore lease renewals are not included in the lease term. Regarding the discount rate, Topic 842 requires the use of a rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes the incremental borrowing rate of the subsidiary entering into the lease arrangement, on a collateralized basis, over a similar term as adjusted for any country specific risk. The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of September 30, 2020: Lease Term and Discount Rate Weighted-average remaining lease term (years) 6.05 Weighted-average discount rate 7.65 % Supplemental balance sheet information related to leases was as follows ( in thousands ): Line Item in the Company’s Consolidated Balance Sheet September 30, 2020 Operating lease right-of-use assets Other non-current assets $ 94,464 Current portion, operating lease liabilities Other current liabilities $ 20,739 Operating lease liabilities Other non-current liabilities $ 77,791 Supplemental cash flow information related to leases was as follows ( in thousands ): Nine months ended September 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 22,816 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 9,913 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
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. Concurrent with the June 2019 sale of Clean Earth (refer to Note C - Discontinued Operations ), CGM agreed to waive the management fee on cash balances held at the Company, commencing with the quarter ended June 30, 2019 and continuing until the quarter during which the Company next borrowed under the 2018 Revolving Credit Facility. 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. Integration Services Agreements Marucci Sports, which was acquired in April 2020, entered into an Integration Services Agreement ("ISA") with CGM. The ISA provides for CGM to provide services for new platform acquisitions to, amongst other things, assist the management at the acquired entities in establishing a corporate governance program, implement compliance and reporting requirements of the Sarbanes-Oxley Act of 2002, as amended, and align the acquired entity's policies and procedures with our other subsidiaries. CGM will receive integration service fees of $2.0 million payable quarterly over a twelve month period as services are rendered beginning in the quarter ended September 30, 2020. Foam Fabricators, which was acquired in 2018, entered into an ISA with CGM. Foam Fabricators paid CGM $2.3 million over the term of the ISA, with $2.0 million paid in 2018 and $0.3 million in 2019. Integration service fees are included in selling, general and administrative expense on the subsidiaries' statement of operations in the period in which they are incurred. he 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 $0.7 million and $2.3 million during the three and nine months ended September 30, 2020, respectively, and $1.1 million and $3.2 million, during the three and nine months ended |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE Q - SUBSEQUENT EVENT On September 20, 2020, the Company, through its newly formed acquisition subsidiaries, BOA Holdings Inc., a Delaware corporation (“BOA Holdings”) and BOA Parent Inc., a Delaware corporation (“Buyer”) and a wholly-owned subsidiary of BOA Holdings, 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 Buyer (“Merger Sub”), and Shareholder Representative Services LLC (in its capacity as the representative of the stockholders of BOA). Pursuant to the Merger Agreement, on October 16, 2020, 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 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 total purchase price for the acquisition of BOA was $454 million (excluding working capital and certain other adjustments upon closing, and transaction costs). The Company funded the acquisition with cash on hand and a $300 million draw on its 2018 Revolving Credit Facility. The Company's initial equity ownership in BOA is approximately 82%, as certain existing stockholders in BOA invested in the transaction alongside the Company. |
Presentation and Principles o_2
Presentation and Principles of Consolidation (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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 quarter produce the highest net sales during our fiscal year. |
Recently Issued and Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-13, Financial Instruments—Credit Losses, which requires companies to present assets held at amortized cost, trade receivables and available for sale debt securities net of the amount expected to be collected. The guidance requires the measurement of expected credit losses to be based on relevant information from past events, including historical experiences, current conditions and reasonable and supportable forecasts that affect collectibility. The guidance was effective for fiscal years and interim periods beginning after December 15, 2019, with early adoption permitted. The adoption of this guidance on January 1, 2020 did not have a material impact on our consolidated financial statements. Recently Issued Accounting Pronouncements |
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. |
Discontinued Operations Discont
Discontinued Operations Discontinued operations (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Groups, Including Discontinued Operations | Sale of Manitoba Harvest On February 19, 2019, the Company entered into a definitive agreement with Tilray, Inc. ("Tilray") and a wholly-owned subsidiary of Tilray, 1197879 B.C. Ltd. (“Tilray Subco”), to sell to Tilray, through Tilray Subco, all of the issued and outstanding securities of our majority owned subsidiary, Manitoba Harvest, for total consideration of up to C$419 million. The completion of the sale of Manitoba Harvest was subject to approval by the British Columbia Supreme Court, which occurred on February 21, 2019. The sale closed on February 28, 2019. Subject to certain customary adjustments, the shareholders of Manitoba Harvest, including the Company, received the following from Tilray as consideration for their shares of Manitoba Harvest: (i) C$150 million in cash to the holders of preferred shares of Manitoba Harvest and the holders of common shares of Manitoba Harvest (“Common Holders”) and C$127.5 million in shares of class 2 Common Stock of Tilray (“Tilray Common Stock”) to the Common Holders on the closing date of the sale (the “Closing Date Consideration”), and (ii) C$50 million in cash and C$42.5 million in Tilray Common Stock to the Common Holders on the date that was six months after the closing date of the arrangement (the “Deferred Consideration”). The sale consideration also included a potential earnout of up to C$49 million in Tilray Common Stock to the Common Holders, if Manitoba Harvest achieved certain levels of U.S. branded gross sales of edible or topical products containing broad spectrum hemp extracts or cannabidiols prior to December 31, 2019. The threshold for the earnout was not achieved and no additional amount was recorded related to sale of Manitoba Harvest at December 31, 2019. The cash portion of the Closing Date Consideration was reduced by the amount of the net indebtedness (including accrued interest) of Manitoba Harvest on the closing date of C$71.3 million ($53.7 million) and transaction expenses of approximately C$5.0 million. The Company's share of the net proceeds after accounting for the redemption of the noncontrolling shareholders and the payment of net indebtedness of Manitoba Harvest and transaction expenses was approximately $124.2 million in cash proceeds and in Tilray Common Stock. The Company |
Discontinued Operations, Policy [Policy Text Block] | Discontinued Operations During the first quarter of 2019, the Company completed the sale of FHF Holdings Ltd. ("Manitoba Harvest"), the parent company of Fresh Hemp Foods Ltd. Additionally, during the second quarter of 2019, the Company completed the sale of CEHI Acquisition Corp. ("Clean Earth"), the parent company of Clean Earth Holdings, Inc. and Clean Earth Inc. The results of operations of Manitoba Harvest and Clean Earth are reported as discontinued operations in the condensed consolidated statements of operations for the three and nine months ended September 30, 2019. Refer to Note C - "Discontinued Operations" for additional information. Unless otherwise indicated, the disclosures accompanying the condensed consolidated financial statements reflect the Company's continuing operations. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Groups, Including Discontinued Operations | Sale of Manitoba Harvest On February 19, 2019, the Company entered into a definitive agreement with Tilray, Inc. ("Tilray") and a wholly-owned subsidiary of Tilray, 1197879 B.C. Ltd. (“Tilray Subco”), to sell to Tilray, through Tilray Subco, all of the issued and outstanding securities of our majority owned subsidiary, Manitoba Harvest, for total consideration of up to C$419 million. The completion of the sale of Manitoba Harvest was subject to approval by the British Columbia Supreme Court, which occurred on February 21, 2019. The sale closed on February 28, 2019. Subject to certain customary adjustments, the shareholders of Manitoba Harvest, including the Company, received the following from Tilray as consideration for their shares of Manitoba Harvest: (i) C$150 million in cash to the holders of preferred shares of Manitoba Harvest and the holders of common shares of Manitoba Harvest (“Common Holders”) and C$127.5 million in shares of class 2 Common Stock of Tilray (“Tilray Common Stock”) to the Common Holders on the closing date of the sale (the “Closing Date Consideration”), and (ii) C$50 million in cash and C$42.5 million in Tilray Common Stock to the Common Holders on the date that was six months after the closing date of the arrangement (the “Deferred Consideration”). The sale consideration also included a potential earnout of up to C$49 million in Tilray Common Stock to the Common Holders, if Manitoba Harvest achieved certain levels of U.S. branded gross sales of edible or topical products containing broad spectrum hemp extracts or cannabidiols prior to December 31, 2019. The threshold for the earnout was not achieved and no additional amount was recorded related to sale of Manitoba Harvest at December 31, 2019. The cash portion of the Closing Date Consideration was reduced by the amount of the net indebtedness (including accrued interest) of Manitoba Harvest on the closing date of C$71.3 million ($53.7 million) and transaction expenses of approximately C$5.0 million. The Company's share of the net proceeds after accounting for the redemption of the noncontrolling shareholders and the payment of net indebtedness of Manitoba Harvest and transaction expenses was approximately $124.2 million in cash proceeds and in Tilray Common Stock. The Company |
Manitoba Harvest | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Note C — Discontinued Operations Sale of Clean Earth On May 8, 2019, the Company, as majority stockholder of CEHI Acquisition Corporation ("Clean Earth" or “CEHI”) and as Sellers’ Representative, entered into a definitive Stock Purchase Agreement (the “Purchase Agreement”) with Calrissian Holdings, LLC (“Buyer”), CEHI, the other holders of stock and options of CEHI and, as Buyer’s guarantor, Harsco Corporation, pursuant to which Buyer would acquire all of the issued and outstanding securities of CEHI, the parent company of the operating entity, Clean Earth, Inc. On June 28, 2019, Buyer completed the acquisition of all of the issued and outstanding securities of CEHI pursuant to the Purchase Agreement. The sale price for Clean Earth was based on an aggregate total enterprise value of $625 million, subject to customary working capital adjustments. After the allocation of the sale proceeds to Clean Earth non-controlling equity holders, the repayment of intercompany loans to the Company (including accrued interest) of $224.6 million, and the payment of transaction expenses of approximately $10.7 million, the Company received approximately $327.3 million of total proceeds at closing related to our equity interests in Clean Earth. The Company recognized a gain on the sale of Clean Earth of $209.3 million during the year ended December 31, 2019. Summarized results of operations of Clean Earth for the period January 1, 2019 through the date of disposition are as follows (in thousands): For the period January 1, 2019 through disposition Net sales $ 132,737 Gross profit $ 39,678 Operating income $ 6,232 Income from continuing operations before income taxes $ 5,880 Benefit for income taxes $ (11,607) Income from discontinued operations (1) $ 17,487 (1) The results of operations for the period from January 1, 2019 through the date of disposition excludes $10.2 million of intercompany interest expense. Sale of Manitoba Harvest On February 19, 2019, the Company entered into a definitive agreement with Tilray, Inc. ("Tilray") and a wholly-owned subsidiary of Tilray, 1197879 B.C. Ltd. (“Tilray Subco”), to sell to Tilray, through Tilray Subco, all of the issued and outstanding securities of our majority owned subsidiary, Manitoba Harvest, for total consideration of up to C$419 million. The completion of the sale of Manitoba Harvest was subject to approval by the British Columbia Supreme Court, which occurred on February 21, 2019. The sale closed on February 28, 2019. Subject to certain customary adjustments, the shareholders of Manitoba Harvest, including the Company, received the following from Tilray as consideration for their shares of Manitoba Harvest: (i) C$150 million in cash to the holders of preferred shares of Manitoba Harvest and the holders of common shares of Manitoba Harvest (“Common Holders”) and C$127.5 million in shares of class 2 Common Stock of Tilray (“Tilray Common Stock”) to the Common Holders on the closing date of the sale (the “Closing Date Consideration”), and (ii) C$50 million in cash and C$42.5 million in Tilray Common Stock to the Common Holders on the date that was six months after the closing date of the arrangement (the “Deferred Consideration”). The sale consideration also included a potential earnout of up to C$49 million in Tilray Common Stock to the Common Holders, if Manitoba Harvest achieved certain levels of U.S. branded gross sales of edible or topical products containing broad spectrum hemp extracts or cannabidiols prior to December 31, 2019. The threshold for the earnout was not achieved and no additional amount was recorded related to sale of Manitoba Harvest at December 31, 2019. The cash portion of the Closing Date Consideration was reduced by the amount of the net indebtedness (including accrued interest) of Manitoba Harvest on the closing date of C$71.3 million ($53.7 million) and transaction expenses of approximately C$5.0 million. The Company's share of the net proceeds after accounting for the redemption of the noncontrolling shareholders and the payment of net indebtedness of Manitoba Harvest and transaction expenses was approximately $124.2 million in cash proceeds and in Tilray Common Stock. The Company recognized a gain on the sale of Manitoba Harvest of $121.7 million in the first quarter of 2019. In August 2019, the Company received the Deferred Consideration related to the sale. The Company's portion of the Deferred Consideration totaled $28.4 million in cash proceeds and $19.6 million in Tilray Common Stock. The Tilray Common Stock consideration was issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") and pursuant to exemptions from applicable securities laws of any state of the United States, such that any shares of Tilray Common Stock received by the Common Holders were freely tradeable. The Company sold the Tilray Common Stock received as part of the Closing Consideration during March 2019, recognizing a net loss of $5.3 million in Other income/ (expense) during the quarter ended March 31, 2019. In August 2019, the Company sold the Tilray Common Stock received as part of the Deferred Consideration, recognizing a loss of $4.9 million in Other income/ (expense) during the quarter ended September 30, 2019. Summarized results of operations of Manitoba Harvest for the period from January 1, 2019 through the date of disposition are as follows (in thousands): For the period January 1, 2019 through disposition Net revenues $ 10,024 Gross profit $ 4,874 Operating loss $ (1,118) Loss before income taxes $ (1,127) Benefit for income taxes $ (541) Income (loss) from discontinued operations (1) $ (586) (1) The results of operations for the period from January 1, 2019 through the date of disposition excludes $1.0 million of intercompany interest expense. |
Disposal Groups, Including Discontinued Operations | Summarized results of operations of Manitoba Harvest for the period from January 1, 2019 through the date of disposition are as follows (in thousands): For the period January 1, 2019 through disposition Net revenues $ 10,024 Gross profit $ 4,874 Operating loss $ (1,118) Loss before income taxes $ (1,127) Benefit for income taxes $ (541) Income (loss) from discontinued operations (1) $ (586) (1) The results of operations for the period from January 1, 2019 through the date of disposition excludes $1.0 million of intercompany interest expense. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables provide disaggregation of revenue by reportable segment geography for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three months ended September 30, 2020 5.11 Ergo Liberty Marucci Velocity ACI Arnold Foam Sterno Total United States $ 80,100 $ 6,378 $ 30,648 $ 19,340 $ 64,012 $ 22,771 $ 13,933 $ 31,084 $ 92,254 $ 360,520 Canada 1,340 750 538 55 3,143 — — — 5,158 10,984 Europe 6,860 7,354 — 16 2,482 — 6,926 — 272 23,910 Asia Pacific 3,550 4,874 — 130 245 — 745 — 53 9,597 Other international 6,556 122 — 10 747 — 1,015 5,442 — 13,892 $ 98,406 $ 19,478 $ 31,186 $ 19,551 $ 70,629 $ 22,771 $ 22,619 $ 36,526 $ 97,737 $ 418,903 Three months ended September 30, 2019 5.11 Ergo Liberty Velocity ACI Arnold Foam Sterno Total United States $ 77,783 $ 6,505 $ 24,061 $ 42,126 $ 21,897 $ 18,227 $ 25,833 $ 105,260 $ 321,692 Canada 1,897 906 668 1,981 — 153 — 4,145 9,750 Europe 7,504 6,951 — 1,420 — 9,758 — 447 26,080 Asia Pacific 2,429 8,820 — 239 — 1,678 — 1,565 14,731 Other international 8,440 136 — 881 — 1,079 5,471 53 16,060 $ 98,053 $ 23,318 $ 24,729 $ 46,647 $ 21,897 $ 30,895 $ 31,304 $ 111,470 $ 388,313 Nine months ended September 30, 2020 5.11 Ergo Liberty Marucci Velocity ACI Arnold Foam Sterno Total United States $ 223,204 $ 19,736 $ 78,771 $ 24,375 $ 131,791 $ 67,423 $ 47,789 $ 75,544 $ 246,182 $ 914,815 Canada 4,605 2,466 1,828 70 7,915 — 239 — 11,229 28,352 Europe 20,412 19,953 — 20 5,954 — 22,536 — 495 69,370 Asia Pacific 10,943 15,784 — 330 679 — 3,293 — 87 31,116 Other international 22,658 1,232 — 12 1,901 — 2,590 13,794 139 42,326 $ 281,822 $ 59,171 $ 80,599 $ 24,807 $ 148,240 $ 67,423 $ 76,447 $ 89,338 $ 258,132 $ 1,085,979 Nine months ended September 30, 2019 5.11 Ergo Liberty Velocity ACI Arnold Foam Sterno Total United States $ 225,124 $ 20,738 $ 65,797 $ 93,243 $ 67,405 $ 53,778 $ 78,508 $ 273,002 $ 877,595 Canada 6,211 2,552 1,769 5,232 — 516 — 12,361 28,641 Europe 20,658 21,026 — 5,253 — 28,584 — 1,383 76,904 Asia Pacific 9,007 23,656 — 671 — 4,479 — 2,273 40,086 Other international 17,978 769 — 2,996 — 3,047 15,126 112 40,028 $ 278,978 $ 68,741 $ 67,566 $ 107,395 $ 67,405 $ 90,404 $ 93,634 $ 289,131 $ 1,063,254 |
Operating Segment Data (Tables)
Operating Segment Data (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Summary of Net Sales of Operating Segments | Net Revenues Three months ended September 30, Nine months ended September 30, (in thousands) 2020 2019 2020 2019 5.11 $ 98,406 $ 98,053 $ 281,822 $ 278,978 Ergobaby 19,478 23,318 59,171 68,741 Liberty 31,186 24,729 80,599 67,566 Marucci 19,551 — 24,807 — Velocity Outdoor 70,629 46,647 148,240 107,395 ACI 22,771 21,897 67,423 67,405 Arnold 22,619 30,895 76,447 90,404 Foam Fabricators 36,526 31,304 89,338 93,634 Sterno 97,737 111,470 258,132 289,131 Total segment revenue 418,903 388,313 1,085,979 1,063,254 Corporate and other — — — — Total consolidated revenues $ 418,903 $ 388,313 $ 1,085,979 $ 1,063,254 |
Summary of Profit (Loss) of Operating Segments | Segment profit (loss) (1) Three months ended September 30, Nine months ended September 30, (in thousands) 2020 2019 2020 2019 5.11 $ 8,681 $ 5,977 $ 17,969 $ 13,388 Ergobaby 2,363 3,220 5,943 9,151 Liberty 5,736 2,726 12,281 5,812 Marucci 1,265 — (6,478) — Velocity Outdoor 11,062 (27,902) 13,896 (27,635) ACI 6,205 6,122 18,272 19,087 Arnold (495) 2,681 2,601 6,385 Foam Fabricators 4,759 4,141 11,118 12,011 Sterno 7,674 12,724 16,906 28,821 Total 47,250 9,689 92,508 67,020 Reconciliation of segment profit (loss) to consolidated income (loss) before income taxes: Interest expense, net (12,351) (11,525) (32,122) (48,424) Other income (expense), net (447) (689) (2,172) (1,213) Corporate and other (2) (12,043) (21,657) (31,420) (52,324) Total consolidated income (loss) before income taxes $ 22,409 $ (24,182) $ 26,794 $ (34,941) (1) Segment profit (loss) represents operating income (loss). |
Summary of Goodwill and Identifiable Assets of Operating Segments | Depreciation and Amortization Expense Three months ended September 30, Nine months ended September 30, (in thousands) 2020 2019 2020 2019 5.11 $ 5,296 $ 5,275 $ 15,734 $ 15,730 Ergobaby 2,038 2,319 6,129 6,543 Liberty 412 388 1,233 1,185 Marucci 3,281 — 7,968 — Velocity Outdoor 3,120 3,217 9,480 9,757 ACI 595 525 1,867 1,717 Arnold 1,697 1,616 4,969 4,818 Foam Fabricators 3,304 3,044 9,286 9,054 Sterno 5,649 5,539 16,912 16,456 Total 25,392 21,923 73,578 65,260 Reconciliation of segment to consolidated total: Amortization of debt issuance costs, original issue discount and bond premium 577 863 1,656 3,022 Consolidated total $ 25,969 $ 22,786 $ 75,234 $ 68,282 Accounts Receivable Identifiable Assets September 30, December 31, September 30, December 31, (in thousands) 2020 2019 2020 (1) 2019 (1) 5.11 $ 48,791 $ 49,543 $ 364,195 $ 357,292 Ergobaby 9,102 10,460 88,031 91,798 Liberty 17,387 13,574 37,050 38,558 Marucci 12,100 — 127,589 — Velocity Outdoor 43,508 20,290 184,825 192,288 ACI 8,523 8,318 27,089 24,408 Arnold 15,819 19,043 71,731 72,650 Foam Fabricators 26,582 24,455 163,094 156,914 Sterno 78,360 60,522 247,946 263,530 Allowance for doubtful accounts (17,225) (14,800) — — Total 242,947 191,405 1,311,550 1,197,438 Reconciliation of segment to consolidated total: Corporate and other identifiable assets — — 129,023 64,531 Consolidated total $ 242,947 $ 191,405 $ 1,440,573 $ 1,261,969 (1) Does not include accounts receivable balances per schedule above or goodwill balances - refer to Note G - "Goodwill and Other Intangible Assets" . |
Property, Plant and Equipment_2
Property, Plant and Equipment and Inventory (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | September 30, 2020 December 31, 2019 Machinery and equipment $ 208,648 $ 191,897 Furniture, fixtures and other 42,757 36,604 Leasehold improvements 45,224 40,851 Buildings and land 10,800 7,992 Construction in process 11,832 10,559 319,261 287,903 Less: accumulated depreciation (163,660) (141,475) Total $ 155,601 $ 146,428 |
Summary of Inventory | Inventory is comprised of the following at September 30, 2020 and December 31, 2019 (in thousands) : September 30, 2020 December 31, 2019 Raw materials $ 72,873 $ 59,888 Work-in-process 15,300 14,318 Finished goods 278,231 262,352 Less: obsolescence reserve (22,368) (19,252) Total $ 344,036 $ 317,306 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Reconciliation of Change in Carrying Value of Goodwill | A summary of the net carrying value of goodwill at September 30, 2020 and December 31, 2019, is as follows (in thousands) : Nine months ended September 30, 2020 Year ended Goodwill - gross carrying amount $ 566,209 $ 496,264 Accumulated impairment losses (57,745) (57,745) Goodwill - net carrying amount $ 508,464 $ 438,519 The following is a reconciliation of the change in the carrying value of goodwill for the nine months ended September 30, 2020 by operating segment (in thousands) : Balance at January 1, 2020 Acquisitions Goodwill Impairment Other Balance at September 30, 2020 5.11 $ 92,966 $ — $ — $ — $ 92,966 Ergobaby 61,031 — — — 61,031 Liberty 32,828 — — — 32,828 Marucci — 67,971 — — 67,971 Velocity Outdoor 30,079 — — — 30,079 ACI 58,019 — — — 58,019 Arnold 26,903 — — — 26,903 Foam Fabricators 72,708 1,974 — — 74,682 Sterno 55,336 — — — 55,336 Corporate (1) 8,649 — — — 8,649 Total $ 438,519 $ 69,945 $ — $ — $ 508,464 (1) Represents goodwill resulting from purchase accounting adjustments not "pushed down" to the ACI segment. This amount is allocated back to the ACI segment for purposes of goodwill impairment testing. |
Summary of Other Intangible Assets | Other intangible assets are comprised of the following at September 30, 2020 and December 31, 2019 (in thousands) : September 30, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 474,885 $ (181,338) $ 293,547 $ 462,686 $ (155,200) $ 307,486 Technology and patents 84,862 (32,857) 52,005 80,082 (28,748) 51,334 Trade names, subject to amortization 273,556 (59,489) 214,067 189,183 (46,507) 142,676 Licensing and non-compete agreements 7,642 (7,321) 321 7,515 (7,050) 465 Distributor relations and other 726 (726) — 726 (726) — Total 841,671 (281,731) 559,940 740,192 (238,231) 501,961 Trade names, not subject to amortization 59,985 — 59,985 59,985 — 59,985 Total intangibles, net $ 901,656 $ (281,731) $ 619,925 $ 800,177 $ (238,231) $ 561,946 |
Summary of Estimated Charges to Amortization Expense of Intangible Assets | Estimated charges to amortization expense of intangible assets for the remainder of 2020 and the next four years, is as follows (in thousands) : 2020 2021 2022 2023 2024 $ 16,832 $ 59,897 $ 58,265 $ 57,868 $ 56,776 |
Warranties (Tables)
Warranties (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Guarantees [Abstract] | |
Change in Carrying Value of Company's Warranty Liability | A reconciliation of the change in the carrying value of the Company’s warranty liability for the nine months ended September 30, 2020 and the year ended December 31, 2019 is as follows ( in thousands ): Warranty liability Nine months ended September 30, 2020 Year ended December 31, 2019 Beginning balance $ 1,583 $ 1,624 Provision for warranties issued during the period 2,511 2,238 Fulfillment of warranty obligations (2,307) (2,279) Other (1) 104 — Ending balance $ 1,891 $ 1,583 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Debt Holdings | he following table provides the Company’s debt holdings at September 30, 2020 and December 31, 2019 (in thousands) : September 30, 2020 December 31, 2019 Senior Notes $ 600,000 $ 400,000 Less: Unamortized premiums and debt issuance costs (7,893) (5,555) Long term debt $ 592,107 $ 394,445 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Summary of Basic and Diluted Earnings Per Share | Basic and diluted earnings per share for the three and nine months ended September 30, 2020 and 2019 attributable to the common shares of Holdings is calculated as follows (in thousands, except per share data) : Three months ended Nine months ended 2020 2019 2020 2019 Income (loss) from continuing operations attributable to common shares of Holdings $ 10,171 $ (78,252) $ (15,275) $ (113,287) Less: Effect of contribution based profit - Holding Event 4,844 1,709 5,134 3,562 Income (loss) from continuing operations attributable to common shares of Holdings $ 5,327 $ (79,961) $ (20,409) $ (116,849) Income from discontinued operations attributable to Holdings $ 100 $ 2,039 $ 100 $ 347,370 Less: Effect of contribution based profit - Holding Event — — — — Income from discontinued operations attributable to common shares of Holdings $ 100 $ 2,039 $ 100 $ 347,370 Basic and diluted weighted average common shares outstanding 64,900 59,900 62,556 59,900 Basic and fully diluted income (loss) per common share attributable to Holdings Continuing operations $ 0.08 $ (1.33) $ (0.33) $ (1.95) Discontinued operations — 0.03 — 5.80 $ 0.08 $ (1.30) $ (0.33) $ 3.85 |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Noncontrolling Interest [Abstract] | |
Company's Ownership Percentage of its Majority Owned Operating Segments and Related Noncontrolling Interest | The following tables reflect the Company’s ownership percentage of its majority owned operating segments and related noncontrolling interest balances as of September 30, 2020 and December 31, 2019: % Ownership (1) September 30, 2020 % Ownership (1) December 31, 2019 Primary Fully Primary Fully 5.11 97.6 88.1 97.6 88.9 Ergobaby 81.4 72.6 81.9 75.8 Liberty 91.2 86.0 91.2 86.0 Marucci 92.2 83.8 N/a N/a Velocity Outdoor 99.3 88.0 99.3 93.9 ACI 69.3 65.4 69.4 65.4 Arnold 96.7 82.4 96.7 80.2 Foam Fabricators 100.0 91.5 100.0 91.5 Sterno 100.0 88.5 100.0 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) September 30, 2020 December 31, 2019 5.11 $ 13,837 $ 12,056 Ergobaby 27,207 27,036 Liberty 3,584 2,936 Marucci 11,069 — Velocity Outdoor 3,767 2,506 ACI 7,587 3,670 Arnold 1,232 1,255 Foam Fabricators 2,644 1,873 Sterno (233) (884) Allocation Interests 100 100 $ 70,794 $ 50,548 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Carried at Fair Value Measured on Recurring Basis | The following table provides the assets and liabilities carried at fair value measured on a recurring basis at September 30, 2020 and December 31, 2019 ( in thousands ): Fair Value Measurements at September 30, 2020 Carrying Level 1 Level 2 Level 3 Liabilities: Put option of noncontrolling shareholders (1) $ (303) $ — $ — $ (303) Total recorded at fair value $ (303) $ — $ — $ (303) (1) Represents put option issued to noncontrolling shareholders in connection with the 5.11 and Liberty acquisitions. Fair Value Measurements at December 31, 2019 Carrying Level 1 Level 2 Level 3 Liabilities: Put option of noncontrolling shareholders (1) $ (111) $ — $ — $ (111) Total recorded at fair value $ (111) $ — $ — $ (111) |
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, 2019 through September 30, 2020 are as follows ( in thousands ): Level 3 Balance at January 1, 2019 $ (4,547) Decrease in the fair value of put option of noncontrolling shareholder - Liberty 72 Increase in the fair value of put option of noncontrolling shareholder - 5.11 (10) Adjustment to Ravin contingent consideration (1) (2,022) Payment of contingent consideration - Ravin (1) 6,396 Balance at December 31, 2019 $ (111) Increase in the fair value of put option of noncontrolling shareholder - Liberty (151) Increase in the fair value of put option of noncontrolling shareholder - 5.11 (41) Balance at September 30, 2020 $ (303) |
Fair Value Measurements, Nonrecurring | The following table provides the assets and liabilities carried at fair value measured on a non-recurring basis as of December 31, 2019. Refer to " Note G – Goodwill and Other Intangible Assets ", for a description of the valuation techniques used to determine fair value of the assets measured on a non-recurring basis in the table below. Expense Fair Value Measurements at December 31, 2019 Year ended (in thousands) Carrying Level 1 Level 2 Level 3 December 31, 2019 Goodwill - Velocity Outdoor $ 30,079 $ — $ — $ 30,079 $ 32,881 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Reconciliation Between Federal Statutory Rate and Effective Income Tax Rate | The reconciliation between the Federal Statutory Rate and the effective income tax rate for the nine months ended September 30, 2020 and 2019 is as follows: Nine months ended September 30, 2020 2019 United States Federal Statutory Rate 21.0 % (21.0) % State income taxes (net of Federal benefits) 5.0 4.4 Foreign income taxes 1.3 7.2 Expenses of Compass Group Diversified Holdings LLC representing a pass through to shareholders (1) 8.3 22.7 Impairment expense — 15.7 Impact of subsidiary employee stock options 1.3 0.3 Credit utilization (2.0) (2.0) Non-recognition of NOL carryforwards at subsidiaries (5.1) 3.9 Effect of Tax Act 4.7 4.0 Other (2.9) (5.5) Effective income tax rate 31.6 % 29.7 % |
Defined Benefit Plan (Tables)
Defined Benefit Plan (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |
Summary of Net Periodic Benefit Cost | Net periodic benefit cost consists of the following for the three and nine months ended September 30, 2020 and 2019 (in thousands ): Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Service cost $ 143 $ 127 $ 420 $ 383 Interest cost 8 33 23 99 Expected return on plan assets (21) (39) (62) (119) Amortization of unrecognized loss 58 35 171 104 Effect of curtailment 352 — 352 — Net periodic benefit cost $ 540 $ 156 $ 904 $ 467 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Maturities of Lease Liabilities | The maturities of lease liabilities at September 30, 2020 were as follows ( in thousands ): 2020 (excluding nine months ended September 30, 2020) $ 4,841 2021 27,334 2022 25,059 2023 18,180 2024 14,244 Thereafter 43,456 Total undiscounted lease payments $ 133,114 Less: Interest 34,584 Present value of lease liabilities $ 98,530 |
Weighted Average Remaining Lease Term and Discount Rate For Operating Leases | The weighted average remaining lease terms and discount rates for all of our operating leases were as follows as of September 30, 2020: Lease Term and Discount Rate Weighted-average remaining lease term (years) 6.05 Weighted-average discount rate 7.65 % |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows ( in thousands ): Nine months ended September 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 22,816 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 9,913 |
Presentation and Principles o_3
Presentation and Principles of Consolidation - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($)Segment | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)Segment | Sep. 30, 2019USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain on sale of discontinued operations | $ 100 | $ 2,039 | $ 100 | $ 330,203 |
Gain on sale of discontinued operations | $ 100 | $ 2,039 | $ 100 | $ 330,203 |
Sole owner of Trust interest of the company | 100.00% | |||
Number of reportable operating segments | Segment | 9 | 9 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 01, 2020 | Apr. 20, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | Feb. 26, 2018 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 508,464 | $ 438,519 | $ 438,519 | |||||
Marucci [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | 67,971 | $ 0 | ||||||
Marucci [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Step Acquisition, Inventory, Remeasurement | $ 4,300 | |||||||
Integration service fees payable | 2,000 | |||||||
Goodwill | 67,733 | 67,971 | ||||||
Payments to Acquire Businesses, Net of Cash Acquired and Net of Transactions Costs | $ 199,366 | 198,916 | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 92.20% | |||||||
Business Combination, Acquisition Related Costs | $ 2,042 | 2,042 | $ 2,000 | |||||
Business Combination, Consideration Transferred, Increase (Decrease) in Working Capital | $ 158 | 727 | ||||||
Foam | ||||||||
Business Acquisition [Line Items] | ||||||||
Integration service fees payable | $ 2,300 | |||||||
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 | |||||||
Rimports | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration | $ (25,000) | |||||||
Non- Controlling Interest | Marucci [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 7.80% | |||||||
Subsequent Event | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired and Net of Transactions Costs | $ 454,000 |
Acquisition - Schedule of Asset
Acquisition - Schedule of Assets Acquired and Liabilities Assumed as of the Acquisition Date (Detail) - USD ($) $ in Thousands | Jul. 01, 2020 | Apr. 20, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Jan. 01, 2020 | Dec. 31, 2019 | Feb. 26, 2018 |
Assets: | ||||||||||||
Goodwill | $ 508,464 | $ 508,464 | $ 508,464 | $ 508,464 | $ 438,519 | $ 438,519 | ||||||
Acquisition Consideration | ||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 212,834 | $ 0 | ||||||||||
Marucci [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Payments to Acquire Businesses, Gross | $ 200,000 | 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, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 2,730 | 2,730 | 2,730 | 2,730 | 2,730 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 11,471 | 11,471 | 11,471 | 11,471 | 11,471 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 14,795 | 14,481 | 14,481 | 14,481 | 14,481 | |||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | 11,127 | 11,127 | 11,127 | 11,127 | 11,127 | |||||||
Notes Receivable, Related Parties | 42,100 | 42,100 | 42,100 | 42,100 | 42,100 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 10,681 | 10,307 | 10,307 | 10,307 | 10,307 | |||||||
Assets: | ||||||||||||
Goodwill | 67,733 | 67,971 | 67,971 | 67,971 | 67,971 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 956 | 2,208 | 2,208 | 2,208 | 2,208 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 99,249 | 99,249 | 99,249 | 99,249 | 99,249 | |||||||
Acquisition Consideration | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 207,615 | 208,417 | 208,417 | 208,417 | 208,417 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 6,207 | 6,501 | 6,501 | 6,501 | 6,501 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 42,100 | 43,058 | 43,058 | 43,058 | 43,058 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities And Noncontrolling Interest | 59,434 | 60,686 | 60,686 | 60,686 | 60,686 | |||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Including Noncontrolling Interest | 148,181 | 147,731 | 147,731 | 147,731 | 147,731 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Including Related Party Debt | 201,408 | 200,958 | 200,958 | 200,958 | 200,958 | |||||||
Cash Acquired from Acquisition | 3,750 | 2,731 | ||||||||||
Business Combination, Consideration Transferred, Increase (Decrease) in Working Capital | 158 | 727 | ||||||||||
Business Combination, Consideration Transferred, Other | (2,500) | 2,500 | ||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 201,408 | 200,958 | ||||||||||
Business Combination, Acquisition Related Costs | 2,042 | 2,042 | $ 2,000 | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired and Net of Transactions Costs | $ 199,366 | 198,916 | ||||||||||
Foam | ||||||||||||
Acquisition Consideration | ||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired and Net of Transactions Costs | $ 12,800 | 3,600 | ||||||||||
Rimports | ||||||||||||
Acquisition Consideration | ||||||||||||
Potential earn-out liability | $ 25,000 | |||||||||||
Scenario, Adjustment | Marucci [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Payments to Acquire Businesses, Gross | 0 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 0 | 0 | 0 | 0 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 0 | 0 | 0 | 0 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | (314) | (314) | (314) | (314) | ||||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | 0 | 0 | 0 | 0 | ||||||||
Notes Receivable, Related Parties | 0 | 0 | 0 | 0 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | (374) | (374) | (374) | (374) | ||||||||
Assets: | ||||||||||||
Goodwill | 238 | 238 | 238 | 238 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 1,252 | 1,252 | 1,252 | 1,252 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 0 | 0 | 0 | 0 | ||||||||
Acquisition Consideration | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 802 | 802 | 802 | 802 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 294 | 294 | 294 | 294 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 958 | 958 | 958 | 958 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities And Noncontrolling Interest | 1,252 | 1,252 | 1,252 | 1,252 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Including Noncontrolling Interest | (450) | (450) | (450) | (450) | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Including Related Party Debt | $ (450) | $ (450) | (450) | $ (450) | ||||||||
Cash Acquired from Acquisition | (1,019) | |||||||||||
Business Combination, Consideration Transferred, Increase (Decrease) in Working Capital | 569 | |||||||||||
Business Combination, Consideration Transferred, Other | 0 | |||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | (450) | |||||||||||
Business Combination, Acquisition Related Costs | 0 | |||||||||||
Payments to Acquire Businesses, Net of Cash Acquired and Net of Transactions Costs | $ (450) | |||||||||||
Subsequent Event | ||||||||||||
Acquisition Consideration | ||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired and Net of Transactions Costs | $ 454,000 |
Acquisition - Schedule of Intan
Acquisition - Schedule of Intangible Assets Recorded as Part of Acquisition (Detail) - USD ($) $ in Thousands | Apr. 20, 2020 | Sep. 30, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 508,464 | $ 438,519 | $ 438,519 | |
Marucci [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived Intangible Assets Acquired | $ 99,249 | |||
Goodwill | 67,733 | $ 67,971 | ||
Marucci [Member] | Trade name | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived Intangible Assets Acquired | $ 83,929 | |||
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 |
Acquisition - Pro Forma Informa
Acquisition - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Net loss attributable to Holdings | $ 19,186 | $ (27,785) | $ 14,414 | $ 298,057 |
Marucci [Member] | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Business Acquisition, Pro Forma Revenue | 403,259 | 1,108,479 | 1,113,241 | |
Net loss attributable to Holdings | (31,958) | 10,957 | (56,383) | |
Business Acquisition, Pro Forma Gross Profit | 144,952 | 403,105 | 405,477 | |
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations, Net of Tax | (1,684) | 62,062 | 30,242 | |
Business Acquisition, Pro Forma Net Income (Loss) | $ (30,692) | $ 14,920 | $ (52,375) | |
Business Acquisition, Pro Forma Earnings Per Share, Basic | $ (1.37) | $ (0.38) | $ (2.07) |
Discontinued Operations (Detail
Discontinued Operations (Details) $ in Thousands, $ in Millions | Jun. 28, 2019USD ($) | Feb. 28, 2019USD ($) | Feb. 28, 2019CAD ($) | Feb. 28, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Jun. 28, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019CAD ($) | Aug. 31, 2019USD ($) | Feb. 19, 2019CAD ($) | Feb. 18, 2019CAD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 419 | ||||||||||||||
Disposal Group, Total enterprise value | $ 625,000 | $ 625,000 | |||||||||||||
Disposal Group, repayment of intercompany loans | 224,600 | 224,600 | |||||||||||||
Disposal Group, including discontinued operation, consideration, cash | $ 50 | $ 28,400 | $ 150 | ||||||||||||
Disposal Group, including discontinued operation, consideration, shares | 42.5 | $ 19,600 | $ 127.5 | ||||||||||||
Disposal Group, Net indebtedness | 71.3 | ||||||||||||||
disposal group, including discontinued operation, transaction costs | $ 5 | ||||||||||||||
Proceeds from sale of businesses | $ 100 | $ 501,895 | |||||||||||||
Gain on sale of discontinued operations, net of income tax | $ 100 | $ 2,039 | 100 | 330,203 | |||||||||||
Gain on sale of discontinued operations | 100 | 2,039 | 100 | 330,203 | |||||||||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | 121,700 | ||||||||||||||
Debt and Equity Securities, Realized Gain (Loss), Excluding Other-than-temporary Impairment | $ 0 | $ (4,893) | $ (5,300) | $ 0 | $ (10,193) | ||||||||||
Manitoba Harvest [Member] | |||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||
Disposal Group, including discontinued operation, consideration, shares | $ 49 | ||||||||||||||
United States of America, Dollars | |||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||
Disposal Group, Net indebtedness | $ 53,700 | ||||||||||||||
Clean Earth | |||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||
disposal group, including discontinued operation, transaction costs | 10,700 | ||||||||||||||
Proceeds from sale of businesses | $ 327,300 | ||||||||||||||
Disposal Group, Including Discontinued Operation, Intercompany Interest Expense Excluded from Income (Loss) from Discontinued Operations | $ 10,200 | ||||||||||||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 209,300 | ||||||||||||||
Manitoba Harvest [Member] | |||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||||||
Proceeds from sale of businesses | $ 124,200 | ||||||||||||||
Disposal Group, Including Discontinued Operation, Intercompany Interest Expense Excluded from Income (Loss) from Discontinued Operations | $ 1,000 |
Discontinued Operations - Summa
Discontinued Operations - Summarized Balance Sheet Information (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Feb. 28, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Jun. 28, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Debt and Equity Securities, Realized Gain (Loss), Excluding Other-than-temporary Impairment | $ 0 | $ (4,893) | $ (5,300) | $ 0 | $ (10,193) | |||
Liabilities: | ||||||||
Noncontrolling interest of discontinued operations | 70,794 | 70,794 | $ 50,548 | |||||
Income from discontinued operations, net of income tax | $ 0 | $ 0 | $ 0 | $ 16,901 | ||||
Manitoba Harvest [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Disposal Group, Including Discontinued Operation, Revenue | $ 10,024 | |||||||
Liabilities: | ||||||||
Disposal Group, Including Discontinued Operation, Gross Profit (Loss) | 4,874 | |||||||
Disposal Group, Including Discontinued Operation, Operating Income (Loss) | (1,118) | |||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | (1,127) | |||||||
Discontinued Operation, Tax Effect of Discontinued Operation | (541) | |||||||
Income from discontinued operations, net of income tax | $ (586) | |||||||
Clean Earth | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Disposal Group, Including Discontinued Operation, Revenue | $ 132,737 | |||||||
Liabilities: | ||||||||
Disposal Group, Including Discontinued Operation, Gross Profit (Loss) | 39,678 | |||||||
Disposal Group, Including Discontinued Operation, Operating Income (Loss) | 6,232 | |||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 5,880 | |||||||
Discontinued Operation, Tax Effect of Discontinued Operation | (11,607) | |||||||
Income from discontinued operations, net of income tax | $ 17,487 |
Discontinued Operations - Sum_2
Discontinued Operations - Summarized Operating Results (Details) $ in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Jun. 28, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Feb. 19, 2019CAD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 419 | ||||||
Debt and Equity Securities, Realized Gain (Loss), Excluding Other-than-temporary Impairment | $ 0 | $ 4,893 | $ 5,300 | $ 0 | $ 10,193 | ||
Income from discontinued operations | $ 0 | $ 0 | $ 0 | $ 16,901 | |||
Clean Earth | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Net sales | $ 132,737 | ||||||
Gross profit | 39,678 | ||||||
Operating income (loss) | 6,232 | ||||||
Income (loss) from continuing operations before income taxes | 5,880 | ||||||
Provision for income taxes | (11,607) | ||||||
Income from discontinued operations | 17,487 | ||||||
Disposal Group, Including Discontinued Operation, Intercompany Interest Expense Excluded from Income (Loss) from Discontinued Operations | $ 10,200 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | $ 418,903 | $ 388,313 | $ 1,085,979 | $ 1,063,254 |
5.11 | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 98,406 | 98,053 | 281,822 | 278,978 |
Ergo | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 19,478 | 23,318 | 59,171 | 68,741 |
Liberty | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 31,186 | 24,729 | 80,599 | 67,566 |
Marucci [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 19,551 | 24,807 | ||
Velocity | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 70,629 | 46,647 | 148,240 | 107,395 |
ACI | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 22,771 | 21,897 | 67,423 | 67,405 |
Arnold | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 22,619 | 30,895 | 76,447 | 90,404 |
Foam | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 36,526 | 31,304 | 89,338 | 93,634 |
Sterno | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 97,737 | 111,470 | 258,132 | 289,131 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 360,520 | 321,692 | 914,815 | 877,595 |
United States | 5.11 | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 80,100 | 77,783 | 223,204 | 225,124 |
United States | Ergo | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 6,378 | 6,505 | 19,736 | 20,738 |
United States | Liberty | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 30,648 | 24,061 | 78,771 | 65,797 |
United States | Marucci [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 19,340 | 24,375 | ||
United States | Velocity | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 64,012 | 42,126 | 131,791 | 93,243 |
United States | ACI | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 22,771 | 21,897 | 67,423 | 67,405 |
United States | Arnold | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 13,933 | 18,227 | 47,789 | 53,778 |
United States | Foam | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 31,084 | 25,833 | 75,544 | 78,508 |
United States | Sterno | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 92,254 | 105,260 | 246,182 | 273,002 |
Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 10,984 | 9,750 | 28,352 | 28,641 |
Canada | 5.11 | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 1,340 | 1,897 | 4,605 | 6,211 |
Canada | Ergo | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 750 | 906 | 2,466 | 2,552 |
Canada | Liberty | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 538 | 668 | 1,828 | 1,769 |
Canada | Marucci [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 55 | 70 | ||
Canada | Velocity | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 3,143 | 1,981 | 7,915 | 5,232 |
Canada | ACI | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 0 | 0 | 0 | 0 |
Canada | Arnold | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 0 | 153 | 239 | 516 |
Canada | Foam | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 0 | 0 | 0 | 0 |
Canada | Sterno | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 5,158 | 4,145 | 11,229 | 12,361 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 23,910 | 26,080 | 69,370 | 76,904 |
Europe | 5.11 | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 6,860 | 7,504 | 20,412 | 20,658 |
Europe | Ergo | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 7,354 | 6,951 | 19,953 | 21,026 |
Europe | Liberty | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 0 | 0 | 0 | 0 |
Europe | Marucci [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 16 | 20 | ||
Europe | Velocity | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 2,482 | 1,420 | 5,954 | 5,253 |
Europe | ACI | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 0 | 0 | 0 | 0 |
Europe | Arnold | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 6,926 | 9,758 | 22,536 | 28,584 |
Europe | Foam | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 0 | 0 | 0 | 0 |
Europe | Sterno | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 272 | 447 | 495 | 1,383 |
Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 9,597 | 14,731 | 31,116 | 40,086 |
Asia Pacific | 5.11 | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 3,550 | 2,429 | 10,943 | 9,007 |
Asia Pacific | Ergo | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 4,874 | 8,820 | 15,784 | 23,656 |
Asia Pacific | Liberty | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 0 | 0 | 0 | 0 |
Asia Pacific | Marucci [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 130 | 330 | ||
Asia Pacific | Velocity | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 245 | 239 | 679 | 671 |
Asia Pacific | ACI | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 0 | 0 | 0 | 0 |
Asia Pacific | Arnold | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 745 | 1,678 | 3,293 | 4,479 |
Asia Pacific | Foam | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 0 | 0 | 0 | 0 |
Asia Pacific | Sterno | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 53 | 1,565 | 87 | 2,273 |
Other international | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 13,892 | 16,060 | 42,326 | 40,028 |
Other international | 5.11 | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 6,556 | 8,440 | 22,658 | 17,978 |
Other international | Ergo | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 122 | 136 | 1,232 | 769 |
Other international | Liberty | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 0 | 0 | 0 | 0 |
Other international | Marucci [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 10 | 12 | ||
Other international | Velocity | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 747 | 881 | 1,901 | 2,996 |
Other international | ACI | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 0 | 0 | 0 | 0 |
Other international | Arnold | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 1,015 | 1,079 | 2,590 | 3,047 |
Other international | Foam | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | 5,442 | 5,471 | 13,794 | 15,126 |
Other international | Sterno | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, excluding assessed tax | $ 0 | $ 53 | $ 139 | $ 112 |
Operating Segment Data - Additi
Operating Segment Data - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($)ft²SegmentClients | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)SegmentFacility | Sep. 30, 2019USD ($) | |
Segment Reporting Information [Line Items] | ||||
Depreciation and Amortization Expense | $ 25,969 | $ 22,786 | $ 75,234 | $ 68,282 |
Number of reportable operating segments | Segment | 9 | 9 | ||
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 | |||
Foam | ||||
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 | $ 25,392 | 21,923 | $ 73,578 | 65,260 |
Operating Segments | 5.11 | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and Amortization Expense | 5,296 | 5,275 | 15,734 | 15,730 |
Operating Segments | Ergobaby | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and Amortization Expense | 2,038 | 2,319 | 6,129 | 6,543 |
Operating Segments | Liberty | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and Amortization Expense | 412 | 388 | 1,233 | 1,185 |
Operating Segments | Velocity | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and Amortization Expense | 3,120 | 3,217 | 9,480 | 9,757 |
Operating Segments | ACI | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and Amortization Expense | 595 | 525 | 1,867 | 1,717 |
Operating Segments | Arnold | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and Amortization Expense | 1,697 | 1,616 | ||
Operating Segments | Foam | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and Amortization Expense | 3,304 | 3,044 | 9,286 | 9,054 |
Operating Segments | Sterno | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and Amortization Expense | $ 5,649 | $ 5,539 | $ 16,912 | $ 16,456 |
Operating Segment Data - Summar
Operating Segment Data - Summary of Net Sales of Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | $ 418,903 | $ 388,313 | $ 1,085,979 | $ 1,063,254 |
5.11 | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 98,406 | 98,053 | 281,822 | 278,978 |
Liberty | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 31,186 | 24,729 | 80,599 | 67,566 |
Marucci [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 19,551 | 24,807 | ||
Velocity | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 70,629 | 46,647 | 148,240 | 107,395 |
ACI | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 22,771 | 21,897 | 67,423 | 67,405 |
Foam | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 36,526 | 31,304 | 89,338 | 93,634 |
Sterno | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 97,737 | 111,470 | 258,132 | 289,131 |
Operating Segments | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 418,903 | 388,313 | 1,085,979 | 1,063,254 |
Operating Segments | 5.11 | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 98,406 | 98,053 | 281,822 | 278,978 |
Operating Segments | Ergobaby | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 19,478 | 23,318 | 59,171 | 68,741 |
Operating Segments | Liberty | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 31,186 | 24,729 | 80,599 | 67,566 |
Operating Segments | Marucci [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 19,551 | 0 | 24,807 | 0 |
Operating Segments | Velocity | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 70,629 | 46,647 | 148,240 | 107,395 |
Operating Segments | ACI | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 22,771 | 21,897 | 67,423 | 67,405 |
Operating Segments | Arnold | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 22,619 | 30,895 | 76,447 | 90,404 |
Operating Segments | Foam | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 36,526 | 31,304 | 89,338 | 93,634 |
Operating Segments | Sterno | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 97,737 | 111,470 | ||
Operating Segments | Sterno | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | 258,132 | 289,131 | ||
Reconciliation of Segment to Consolidated | Corporate and other | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Total revenue, excluding assessed tax | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Segment Data - Summ_2
Operating Segment Data - Summary of Profit (Loss) of Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Goodwill, Impairment Loss | $ 0 | $ 33,381 | $ 0 | $ 33,381 | |
Debt and Equity Securities, Realized Gain (Loss), Excluding Other-than-temporary Impairment | 0 | (4,893) | $ (5,300) | 0 | (10,193) |
Total consolidated income (loss) from continuing operations before income taxes | 22,409 | (24,182) | 26,794 | (34,941) | |
Other income (expense), net | (447) | (689) | (2,172) | (1,213) | |
Velocity | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Goodwill, Impairment Loss | 32,900 | ||||
Operating Segments | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total consolidated income (loss) from continuing operations before income taxes | 47,250 | 9,689 | 92,508 | 67,020 | |
Operating Segments | 5.11 | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total consolidated income (loss) from continuing operations before income taxes | 8,681 | 5,977 | 17,969 | 13,388 | |
Operating Segments | Ergobaby | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total consolidated income (loss) from continuing operations before income taxes | 2,363 | 3,220 | 5,943 | 9,151 | |
Operating Segments | Liberty | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total consolidated income (loss) from continuing operations before income taxes | 5,736 | 2,726 | 12,281 | 5,812 | |
Operating Segments | Marucci [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total consolidated income (loss) from continuing operations before income taxes | 1,265 | 0 | (6,478) | 0 | |
Operating Segments | Velocity | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total consolidated income (loss) from continuing operations before income taxes | 11,062 | (27,902) | 13,896 | (27,635) | |
Operating Segments | ACI | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total consolidated income (loss) from continuing operations before income taxes | 6,205 | 6,122 | 18,272 | 19,087 | |
Operating Segments | Arnold | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total consolidated income (loss) from continuing operations before income taxes | (495) | 2,681 | 2,601 | 6,385 | |
Operating Segments | Foam | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total consolidated income (loss) from continuing operations before income taxes | 4,759 | 4,141 | 11,118 | 12,011 | |
Operating Segments | Sterno | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total consolidated income (loss) from continuing operations before income taxes | 7,674 | 12,724 | |||
Operating Segments | Sterno | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Total consolidated income (loss) from continuing operations before income taxes | 16,906 | 28,821 | |||
Reconciliation of Segment to Consolidated | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Interest expense, net | (12,351) | (11,525) | (32,122) | (48,424) | |
Other income (expense), net | (447) | (689) | (2,172) | (1,213) | |
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 | $ (12,043) | $ (21,657) | $ (31,420) | $ (52,324) |
Operating Segment Data - Summ_3
Operating Segment Data - Summary of Depreciation, Goodwill and Identifiable Assets of Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Accounts Receivable, Allowance for Credit Loss | $ (17,225) | $ (17,225) | $ (14,800) | ||||||
Identifiable Assets | [1] | 1,440,573 | 1,440,573 | 1,261,969 | |||||
Depreciation and Amortization Expense | 25,969 | $ 22,786 | 75,234 | $ 68,282 | |||||
Operating Segments | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Accounts Receivable, after Allowance for Credit Loss | 242,947 | 242,947 | 191,405 | ||||||
Identifiable Assets | [1] | 1,311,550 | 1,311,550 | 1,197,438 | |||||
Depreciation and Amortization Expense | 25,392 | 21,923 | 73,578 | 65,260 | |||||
Operating Segments | 5.11 | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Accounts Receivable, before Allowance for Credit Loss | 48,791 | 48,791 | 49,543 | ||||||
Identifiable Assets | [1] | 364,195 | 364,195 | 357,292 | |||||
Depreciation and Amortization Expense | 5,296 | 5,275 | 15,734 | 15,730 | |||||
Operating Segments | Ergobaby | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Accounts Receivable, before Allowance for Credit Loss | 9,102 | 9,102 | 10,460 | ||||||
Identifiable Assets | [1] | 88,031 | 88,031 | 91,798 | |||||
Depreciation and Amortization Expense | 2,038 | 2,319 | 6,129 | 6,543 | |||||
Operating Segments | Liberty | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Accounts Receivable, before Allowance for Credit Loss | 17,387 | 17,387 | 13,574 | ||||||
Identifiable Assets | 37,050 | 37,050 | 38,558 | [1] | |||||
Depreciation and Amortization Expense | 412 | 388 | 1,233 | 1,185 | |||||
Operating Segments | Marucci [Member] | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Accounts Receivable, before Allowance for Credit Loss | 12,100 | 12,100 | 0 | ||||||
Identifiable Assets | 127,589 | 127,589 | 0 | [1] | |||||
Depreciation and Amortization Expense | 3,281 | 0 | 7,968 | 0 | |||||
Operating Segments | Velocity | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Accounts Receivable, before Allowance for Credit Loss | 43,508 | 43,508 | 20,290 | ||||||
Identifiable Assets | [1] | 184,825 | 184,825 | 192,288 | |||||
Depreciation and Amortization Expense | 3,120 | 3,217 | 9,480 | 9,757 | |||||
Operating Segments | ACI | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Accounts Receivable, before Allowance for Credit Loss | 8,523 | [1] | 8,523 | [1] | 8,318 | ||||
Identifiable Assets | [1] | 27,089 | 27,089 | 24,408 | |||||
Depreciation and Amortization Expense | 595 | 525 | 1,867 | 1,717 | |||||
Operating Segments | Arnold | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Depreciation and Amortization Expense | 4,969 | 4,818 | |||||||
Operating Segments | Arnold | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Accounts Receivable, before Allowance for Credit Loss | 15,819 | [1] | 15,819 | [1] | 19,043 | ||||
Identifiable Assets | [1] | 71,731 | 71,731 | 72,650 | |||||
Depreciation and Amortization Expense | 1,697 | 1,616 | |||||||
Operating Segments | Foam | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Accounts Receivable, before Allowance for Credit Loss | [1] | 26,582 | 26,582 | 24,455 | |||||
Identifiable Assets | [1] | 163,094 | 163,094 | 156,914 | |||||
Depreciation and Amortization Expense | 3,304 | 3,044 | 9,286 | 9,054 | |||||
Operating Segments | Sterno | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Accounts Receivable, before Allowance for Credit Loss | 78,360 | 78,360 | 60,522 | ||||||
Identifiable Assets | 247,946 | 247,946 | 263,530 | [1] | |||||
Depreciation and Amortization Expense | 5,649 | 5,539 | 16,912 | 16,456 | |||||
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 | 577 | $ 863 | 1,656 | $ 3,022 | |||||
Reconciliation of Segment to Consolidated | Corporate and other | |||||||||
Segment Reporting, Asset Reconciling Item [Line Items] | |||||||||
Identifiable Assets | [1] | $ 129,023 | $ 129,023 | $ 64,531 | |||||
[1] | Does not include accounts receivable balances per schedule above or goodwill balances - refer to Note G - "Goodwill and Other Intangible Assets" . |
Property, Plant and Equipment_3
Property, Plant and Equipment and Inventory - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Document Period End Date | Sep. 30, 2020 | ||||
Depreciation expense | $ 8,800 | $ 8,400 | $ 25,692 | $ 24,628 | |
Property, plant and equipment, gross | 319,261 | 319,261 | $ 287,903 | ||
Construction in process | 11,832 | 11,832 | 10,559 | ||
Less: accumulated depreciation | (163,660) | (163,660) | (141,475) | ||
Total | 155,601 | 155,601 | 146,428 | ||
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 208,648 | 208,648 | 191,897 | ||
Furniture, fixtures and other | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 42,757 | 42,757 | 36,604 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 45,224 | 45,224 | 40,851 | ||
Buildings and land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 10,800 | $ 10,800 | $ 7,992 |
Property, Plant and Equipment_4
Property, Plant and Equipment and Inventory - Summary of Inventory (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||||
Document Period End Date | Sep. 30, 2020 | ||||
Depreciation expense | $ 8,800 | $ 8,400 | $ 25,692 | $ 24,628 | |
Raw materials | 72,873 | 72,873 | $ 59,888 | ||
Work-in-process | 15,300 | 15,300 | 14,318 | ||
Finished goods | 278,231 | 278,231 | 262,352 | ||
Less: obsolescence reserve | (22,368) | (22,368) | (19,252) | ||
Total | $ 344,036 | $ 344,036 | $ 317,306 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jan. 01, 2020 | Dec. 31, 2019 | |
Goodwill And Other Intangible Assets [Line Items] | |||||||
Goodwill | $ 508,464 | $ 508,464 | $ 438,519 | $ 438,519 | |||
Goodwill, Acquired During Period | 69,945 | ||||||
Goodwill, Impairment Loss | 0 | $ (33,381) | 0 | $ (33,381) | |||
Goodwill - gross carrying amount | 566,209 | 566,209 | 496,264 | ||||
Goodwill, estimated impairment loss | 57,745 | 57,745 | $ 57,745 | ||||
Amortization expense | 15,222 | 13,520 | 43,506 | $ 40,632 | |||
Velocity | |||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||
Goodwill | 30,079 | 30,079 | 30,079 | ||||
Goodwill, Impairment Loss | $ (32,900) | ||||||
Impairment assessment assumptions weighted average cost of capital | 12.80% | 12.20% | |||||
Goodwill Impairment Testing, Fair Value Exceeding Carrying Value, Percent | 16.40% | ||||||
ACI | |||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||
Goodwill | 58,019 | 58,019 | 58,019 | ||||
5.11 | |||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||
Goodwill | 92,966 | 92,966 | 92,966 | ||||
Ergobaby | |||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||
Goodwill | 61,031 | 61,031 | 61,031 | ||||
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 | 32,828 | ||||
Impairment assessment assumptions weighted average cost of capital | 14.80% | ||||||
Marucci [Member] | |||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||
Goodwill | 67,971 | 67,971 | 0 | ||||
Goodwill, Acquired During Period | 67,971 | ||||||
Arnold | |||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||
Goodwill | 26,903 | 26,903 | 26,903 | ||||
Foam | |||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||
Goodwill | 74,682 | 74,682 | 72,708 | ||||
Goodwill, Acquired During Period | 1,974 | ||||||
Impairment assessment assumptions weighted average cost of capital | 13.30% | ||||||
Goodwill Impairment Testing, Fair Value Exceeding Carrying Value, Percent | 3.80% | ||||||
Sterno | |||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||
Goodwill | 55,336 | 55,336 | 55,336 | ||||
Corporate Segment [Member] | |||||||
Goodwill And Other Intangible Assets [Line Items] | |||||||
Goodwill | $ 8,649 | $ 8,649 | $ 8,649 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Summary of Reconciliation of Change in Carrying Value of Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | ||||||||
Goodwill - gross carrying amount | $ 566,209 | $ 496,264 | ||||||
Accumulated impairment losses | (57,745) | (57,745) | ||||||
Goodwill - net carrying amount | $ 508,464 | $ 438,519 | $ 508,464 | 508,464 | $ 438,519 | $ 438,519 | ||
Goodwill, Acquired During Period | 69,945 | |||||||
Goodwill [Roll Forward] | ||||||||
Balance as of January 1, 2017 | 508,464 | 508,464 | ||||||
Balance as of March 31, 2017 | $ 438,519 | 438,519 | ||||||
Goodwill, Impairment Loss | 0 | $ 33,381 | 0 | $ 33,381 | ||||
Corporate Segment [Member] | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill - net carrying amount | 8,649 | 8,649 | 8,649 | 8,649 | ||||
Goodwill [Roll Forward] | ||||||||
Balance as of January 1, 2017 | 8,649 | 8,649 | ||||||
5.11 | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill - net carrying amount | 92,966 | 92,966 | 92,966 | 92,966 | ||||
Goodwill [Roll Forward] | ||||||||
Balance as of January 1, 2017 | 92,966 | 92,966 | ||||||
Ergobaby | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill - net carrying amount | 61,031 | 61,031 | 61,031 | 61,031 | ||||
Goodwill [Roll Forward] | ||||||||
Balance as of January 1, 2017 | 61,031 | 61,031 | ||||||
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 | 32,828 | ||||
Goodwill [Roll Forward] | ||||||||
Balance as of January 1, 2017 | 32,828 | 32,828 | ||||||
Impairment assessment assumptions weighted average cost of capital | 14.80% | |||||||
ACI | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill - net carrying amount | 58,019 | 58,019 | 58,019 | 58,019 | ||||
Goodwill [Roll Forward] | ||||||||
Balance as of January 1, 2017 | 58,019 | 58,019 | ||||||
Arnold | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill - net carrying amount | 26,903 | 26,903 | 26,903 | 26,903 | ||||
Goodwill [Roll Forward] | ||||||||
Balance as of January 1, 2017 | 26,903 | 26,903 | ||||||
Velocity | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill - net carrying amount | 30,079 | 30,079 | 30,079 | 30,079 | ||||
Goodwill [Roll Forward] | ||||||||
Balance as of January 1, 2017 | 30,079 | 30,079 | ||||||
Impairment assessment assumptions weighted average cost of capital | 12.80% | 12.20% | ||||||
Goodwill, Impairment Loss | $ 32,900 | |||||||
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 | 55,336 | ||||
Goodwill [Roll Forward] | ||||||||
Balance as of January 1, 2017 | 55,336 | 55,336 | ||||||
Marucci [Member] | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill - net carrying amount | 67,971 | 67,971 | 67,971 | 0 | ||||
Goodwill, Acquired During Period | 67,971 | |||||||
Goodwill [Roll Forward] | ||||||||
Balance as of January 1, 2017 | 67,971 | 67,971 | ||||||
Foam | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill - net carrying amount | 74,682 | 74,682 | $ 74,682 | $ 72,708 | ||||
Goodwill, Acquired During Period | 1,974 | |||||||
Goodwill [Roll Forward] | ||||||||
Balance as of January 1, 2017 | $ 74,682 | $ 74,682 | ||||||
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_5
Goodwill and Other Intangible Assets - Summary of Other Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Document Period End Date | Sep. 30, 2020 | ||||
Amortization expense | $ 15,222 | $ 13,520 | $ 43,506 | $ 40,632 | |
Other intangible assets, gross | 841,671 | 841,671 | $ 740,192 | ||
Total accumulated amortization | (281,731) | (281,731) | (238,231) | ||
Finite-Lived Intangible Assets, Net | 559,940 | 559,940 | 501,961 | ||
Trade names, not subject to amortization | 59,985 | 59,985 | 59,985 | ||
Intangible Assets, Gross (Excluding Goodwill) | 901,656 | 901,656 | 800,177 | ||
Total intangibles, net | 619,925 | 619,925 | 561,946 | ||
Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, gross | 474,885 | 474,885 | 462,686 | ||
Total accumulated amortization | (181,338) | (181,338) | (155,200) | ||
Finite-Lived Intangible Assets, Net | 293,547 | 293,547 | 307,486 | ||
Technology and patents | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, gross | 84,862 | 84,862 | 80,082 | ||
Total accumulated amortization | (32,857) | (32,857) | (28,748) | ||
Finite-Lived Intangible Assets, Net | 52,005 | 52,005 | 51,334 | ||
Trade name | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, gross | 273,556 | 273,556 | 189,183 | ||
Total accumulated amortization | (59,489) | (59,489) | (46,507) | ||
Finite-Lived Intangible Assets, Net | 214,067 | 214,067 | 142,676 | ||
Licensing and non-compete agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, gross | 7,642 | 7,642 | 7,515 | ||
Total accumulated amortization | (7,321) | (7,321) | (7,050) | ||
Finite-Lived Intangible Assets, Net | 321 | 321 | 465 | ||
Distributor relations and other | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Other intangible assets, gross | 726 | 726 | 726 | ||
Total accumulated amortization | (726) | (726) | (726) | ||
Finite-Lived Intangible Assets, Net | $ 0 | $ 0 | $ 0 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Summary of Estimated Charges to Amortization Expense of Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 15,222 | $ 13,520 | $ 43,506 | $ 40,632 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
2018 | 16,832 | 16,832 | ||
2019 | 58,265 | 58,265 | ||
2020 | 57,868 | 57,868 | ||
2021 | 56,776 | 56,776 | ||
Finite-Lived Intangible Asset, Expected Amortization, Year One | $ 59,897 | $ 59,897 |
Warranties - Change in Carrying
Warranties - Change in Carrying Value of Company's Warranty Liability (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | ||
Beginning balance | $ 1,583 | |
Provision for warranties issued during the period | 2,511 | $ 2,238 |
Fulfillment of warranty obligations | (2,307) | (2,279) |
Ending balance | 1,891 | 1,624 |
Velocity | ||
Schedule of Equity Method Investments [Line Items] | ||
Standard and Extended Product Warranty Accrual, Additions from Business Acquisition | $ 104 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | 9 Months Ended | |||
Sep. 30, 2020 | May 07, 2020 | Dec. 31, 2019 | Apr. 18, 2018 | |
Debt Instrument [Line Items] | ||||
Document Period End Date | Sep. 30, 2020 | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 598,800,000 | |||
Accumulated amortization | 5,461,000 | $ 3,667,000 | ||
Deferred debt issuance costs, less accumulated amortization | 11,005,000 | 9,585,000 | ||
Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Deferred debt issuance costs, less accumulated amortization | 7,893,000 | $ 5,555,000 | ||
2014 Credit Agreement | Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Credit facility obtained | $ 100,000,000 | |||
2014 Credit Agreement | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Credit facility obtained | $ 25,000,000 | |||
2014 Credit Agreement | Term Loan | ||||
Debt Instrument [Line Items] | ||||
Original issue discount | 99.75% | |||
Debt Instrument, Quarterly Payment, Amount | $ 1,250,000 | |||
2014 Credit Agreement | Term Loan | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 500,000,000 | |||
Line of Credit Facility, Maximum Borrowing Capacity, Additional Amounts Available For Borrowing | 250,000,000 | |||
2014 Credit Agreement | Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 600,000,000 | |||
Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Letter of credit outstanding | $ 1,200,000 | |||
Senior notes due 2026 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt issuance, aggregate principal amount | $ 200,000,000 | $ 400,000,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |
Debt - Issuance Costs (Details)
Debt - Issuance Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | May 07, 2020 | |
Debt Instrument [Line Items] | ||||||
Debt Issuance Costs, Gross | $ 16,466 | $ 13,252 | $ 16,466 | |||
Accumulated Amortization, Debt Issuance Costs | (5,461) | (3,667) | (5,461) | |||
Repayments of Debt | 298,800 | $ 193,800 | ||||
Deferred debt issuance costs, less accumulated amortization | 11,005 | 9,585 | 11,005 | |||
Amortization of debt issuance costs | (660) | $ (770) | (1,795) | $ (2,625) | ||
Other Noncurrent Assets [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Deferred debt issuance costs, less accumulated amortization | 3,112 | 4,030 | 3,112 | |||
Other Noncurrent Liabilities [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Deferred debt issuance costs, less accumulated amortization | $ 7,893 | $ 5,555 | $ 7,893 | |||
Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Issuance Costs, Gross | $ 3,200 |
Debt - Summary of Debt Holdings
Debt - Summary of Debt Holdings (Detail) - USD ($) | May 07, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Apr. 18, 2018 |
Debt Instrument [Line Items] | |||||||
Document Period End Date | Sep. 30, 2020 | ||||||
debt issuance, above par value | 101.00% | ||||||
Debt Instrument, Unamortized Premium | $ 2,000,000 | ||||||
Senior Notes | $ 400,000,000 | $ 600,000,000 | |||||
Less: Unamortized discounts and debt issuance costs | (9,585,000) | (11,005,000) | |||||
Long term debt | 394,445,000 | 592,107,000 | |||||
Long-term Debt, Fair Value | 630,000,000 | ||||||
Repayments of Debt | 298,800,000 | $ 193,800,000 | |||||
Borrowings under credit facility | 0 | $ 108,000,000 | |||||
Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Borrowings under credit facility | $ 300,000,000 | ||||||
Term Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Less: Unamortized discounts and debt issuance costs | $ (5,555,000) | (7,893,000) | |||||
2014 Credit Agreement | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility obtained | $ 25,000,000 | ||||||
2014 Credit Agreement | Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility obtained | 100,000,000 | ||||||
2014 Credit Agreement | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Quarterly Payment, Amount | $ 1,250,000 | ||||||
Original issue discount | 99.75% | ||||||
2014 Credit Agreement | Term Loan | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity, Additional Amounts Available For Borrowing | $ 250,000,000 | ||||||
Senior notes due 2026 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||
Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Letter of credit outstanding | $ 1,200,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 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 | Oct. 30, 2019 | Oct. 24, 2019 | Jul. 30, 2019 | Jul. 25, 2019 | Apr. 30, 2019 | Apr. 25, 2019 | Jan. 30, 2019 | Jan. 24, 2019 | Mar. 13, 2018 | Jun. 28, 2017 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 02, 2019 |
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||
Income (loss) from continuing operations | $ 19,086 | $ (29,824) | $ 14,314 | $ (49,313) | ||||||||||||||||||||||||
Distribution Expense, Preferred Shareholders | 6,046 | 3,781 | 17,633 | 11,344 | ||||||||||||||||||||||||
Accrued Distribution Preferred Shareholders | $ 2,869 | 1,334 | $ 2,869 | 1,334 | ||||||||||||||||||||||||
Trust shares, authorized (shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||||||||||||||||
Trust shares, issued (shares) | 5,000,000 | 64,900,000 | 59,900,000 | 64,900,000 | 59,900,000 | |||||||||||||||||||||||
Share Price | $ 17.60 | |||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 83,900 | $ 83,884 | 0 | |||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 24 | $ 83,884 | ||||||||||||||||||||||||||
Preferred Stock, Redemption Price Per Share | $ 25 | |||||||||||||||||||||||||||
Trust shares, voting rights | One vote per share | |||||||||||||||||||||||||||
Holding Event, anniversary since acquisition | 5 years | |||||||||||||||||||||||||||
Distribution declared per share | $ 0.36 | $ 0.36 | $ 0.36 | $ 0.36 | $ 0.36 | $ 0.36 | $ 0.36 | |||||||||||||||||||||
Distributions paid | $ 23,364 | $ 21,564 | $ 21,564 | $ 21,564 | $ 21,564 | $ 21,564 | $ 21,564 | $ 66,492 | 64,692 | |||||||||||||||||||
Net Income Loss Available To Trust Stock Net of Distributions | 10,171 | (78,252) | $ (15,275) | (113,287) | ||||||||||||||||||||||||
Distributions For Contribution Based Profit Allocation Payments | $ 9,100 | |||||||||||||||||||||||||||
Document Period End Date | Sep. 30, 2020 | |||||||||||||||||||||||||||
Trust Common Shares | ||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||
Distribution To Shareholders | $ 23,364 | 21,564 | $ 66,492 | 64,692 | ||||||||||||||||||||||||
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 | $ 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 | 4,000,000 | 4,000,000 | ||||||||||||||||||||||||
Issuance of Trust preferred shares, net of offering costs | $ 96,504 | $ 96,504 | $ 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 | 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 | $ 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 | $ 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 | $ 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 | $ 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 | 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 | $ 110,997 | $ 110,997 | ||||||||||||||||||||||||
Preferred Stock, Cash Distributions Paid, Per Share | $ 492.1875000 | $ 492.1875000 | $ 382.81000 | |||||||||||||||||||||||||
Distribution To Shareholders | $ 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 | 66,492 | $ 64,692 | ||||||||||||||||||||||||
Trust Common Shares | ||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 24 | $ 83,884 | ||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
Discontinued Operations, Disposed of by Sale [Member] | Clean Earth | ||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||
Distributions For Contribution Based Profit Allocation Payments | 43,300 | |||||||||||||||||||||||||||
Discontinued Operations, Disposed of by Sale [Member] | Clean Earth | Manitoba Harvest | ||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||
Distributions For Contribution Based Profit Allocation Payments | $ 8,000 | |||||||||||||||||||||||||||
Discontinued Operations, Disposed of by Sale [Member] | Manitoba Harvest | ||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||
Distributions For Contribution Based Profit Allocation Payments | $ 9,100 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
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 | $ 10,171 | $ (78,252) | $ (15,275) | $ (113,287) |
Less: Effect of contribution based profit - Holding Event | 4,844 | 1,709 | 5,134 | 3,562 |
Income (loss) from continuing operations attributable to common shares of Holdings | 5,327 | (79,961) | (20,409) | (116,849) |
Income from discontinued operations, net of income tax | $ 0 | $ 0 | $ 0 | $ 17,167 |
Basic and diluted weighted average shares outstanding (shares) | 64,900 | 59,900 | 62,556 | 59,900 |
Continuing operations (usd per share) | $ 0.08 | $ (1.33) | $ (0.33) | $ (1.95) |
Discontinued operations (usd per share) | 0 | 0.03 | 0 | 5.80 |
Earnings Per Share, Basic and Diluted (usd per share) | $ 0.08 | $ (1.30) | $ (0.33) | $ 3.85 |
Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Less: Effect of contribution based profit - Holding Event | $ 0 | $ 0 | $ 0 | $ 0 |
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 100 | 2,039 | 100 | 347,370 |
Income from discontinued operations, net of income tax | $ 100 | $ 2,039 | $ 100 | $ 347,370 |
Noncontrolling Interest - Compa
Noncontrolling Interest - Company's Ownership Percentage of its Majority Owned Operating Segments and Related Noncontrolling Interest (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | |
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest | $ 70,794 | $ 50,548 | |
Marucci [Member] | % Ownership Primary | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 92.20% | |
Marucci [Member] | % Ownership Fully Diluted | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [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] | 88.90% | |
Noncontrolling Interest, Ownership Percentage by Parent | [1] | 88.10% | |
Ergobaby | % Ownership Primary | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 81.90% | |
Noncontrolling Interest, Ownership Percentage by Parent | [1] | 81.40% | |
Ergobaby | % Ownership Fully Diluted | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 75.80% | |
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] | 93.90% | |
Noncontrolling Interest, Ownership Percentage by Parent | [1] | 88.00% | |
ACI | % Ownership Primary | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 69.30% | 69.40% |
ACI | % Ownership Fully Diluted | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 65.40% | 65.40% |
Arnold | % Ownership Primary | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 96.70% | 96.70% |
Arnold | % Ownership Fully Diluted | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 82.40% | 80.20% |
Foam Fabricators | % Ownership Primary | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 100.00% | 100.00% |
Foam Fabricators | % Ownership Fully Diluted | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 91.50% | 91.50% |
Sterno | % Ownership Primary | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 100.00% | 100.00% |
Sterno | % Ownership Fully Diluted | |||
Noncontrolling Interest [Line Items] | |||
% Ownership | [1] | 88.50% | 88.50% |
Marucci [Member] | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest | $ 11,069 | $ 0 | |
Arnold | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest | 1,232 | 1,255 | |
Sterno | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest | (233) | (884) | |
Velocity | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest | 3,767 | 2,506 | |
Liberty | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest | 3,584 | 2,936 | |
Ergobaby | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest | 27,207 | 27,036 | |
5.11 | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest | 13,837 | 12,056 | |
ACI | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest | 7,587 | 3,670 | |
Allocation Interests [Member] | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest | 100 | 100 | |
Foam Fabricators | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling interest | $ 2,644 | $ 1,873 | |
[1] | principal difference between primary and diluted percentages of our operating segments is due to stock option issuances of operating segment stock to management of the respective businesses. Noncontrolling Interest Balances (in thousands) September 30, 2020 December 31, 2019 5.11 $ 13,837 $ 12,056 Ergobaby 27,207 27,036 Liberty 3,584 2,936 Marucci 11,069 — Velocity Outdoor 3,767 2,506 ACI 7,587 3,670 Arnold 1,232 1,255 Foam Fabricators 2,644 1,873 Sterno (233) (884) Allocation Interests 100 100 $ 70,794 $ 50,548 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Liabilities Carried at Fair Value Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | May 07, 2020 | Dec. 31, 2019 | Jan. 31, 2019 | Apr. 18, 2018 | Feb. 26, 2018 |
Liabilities: | ||||||
Total recorded at fair value | $ (303) | $ (111) | $ (4,547) | |||
Fair Value, Measurements, Recurring | Carrying Value | ||||||
Liabilities: | ||||||
Put option of noncontrolling shareholders | (303) | (111) | ||||
Total recorded at fair value | (303) | (111) | ||||
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 | (303) | (111) | ||||
Total recorded at fair value | $ (303) | $ (111) | ||||
Rimports | ||||||
Liabilities: | ||||||
Contingent consideration | $ (25,000) | |||||
Senior notes due 2026 [Member] | ||||||
Liabilities: | ||||||
Debt issuance, aggregate principal amount | $ 200,000 | $ 400,000 |
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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of liability, Beginning balance | $ (111) | ||
Fair value of liability, Ending balance | $ (303) | (303) | $ (111) |
Ravin [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Payment of contingent consideration | (2,022) | ||
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 | $ (41) | (10) | |
Northern International, Inc. [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 6,396 | ||
Liberty | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration - Rimports (1) | $ (151) | $ 72 |
Fair Value Measurement - Assets
Fair Value Measurement - Assets Measured on Nonrecurring Basis (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Sep. 30, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Senior Notes | $ 600,000 | $ 400,000 | ||
Long-term Debt, Fair Value | 630,000 | |||
Asset Impairment Charges | $ 0 | $ 33,381 | ||
Ravin [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | (6,400) | $ (4,700) | ||
Velocity | Goodwill [Member] | Fair Value, Nonrecurring [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Asset Impairment Charges | 32,881 | |||
Velocity | Goodwill [Member] | Carrying Value | Fair Value, Nonrecurring [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Goodwill, Fair Value Disclosure | $ 30,079 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2018 | Feb. 26, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Document Period End Date | Sep. 30, 2020 | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 598.8 | |||
Rimports | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | $ 25 | |||
Ravin [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | $ 6.4 | $ 4.7 |
Income Taxes - Reconciliation b
Income Taxes - Reconciliation between Federal Statutory Rate and Effective Income Tax Rate (Detail) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Contingency [Line Items] | ||
United States Federal Statutory Rate | 21.00% | (21.00%) |
State income taxes (net of Federal benefits) | 5.00% | 4.40% |
Foreign income taxes | 1.30% | 7.20% |
Expenses of Compass Group Diversified Holdings, LLC representing a pass through to shareholders | 8.30% | 22.70% |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Percent | 0.00% | 15.70% |
Impact of subsidiary employee stock options | 1.30% | 0.30% |
Credit utilization | (2.00%) | (2.00%) |
Non-recognition of NOL carryforwards at subsidiaries | (5.10%) | 3.90% |
Effect of Tax Act | 4.70% | 4.00% |
Other | (2.90%) | (5.50%) |
Effective income tax rate | 31.60% | 29.70% |
Defined Benefit Plan - Addition
Defined Benefit Plan - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 0.3 |
Unfunded liability | 4.9 |
Expected contribution to the Foreign Plan | $ 0.1 |
Defined Benefit Plan - Summary
Defined Benefit Plan - Summary of Net Periodic Benefit Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Retirement Benefits [Abstract] | ||||
Service cost | $ 143 | $ 127 | $ 420 | $ 383 |
Interest cost | 8 | 33 | 23 | 99 |
Expected return on plan assets | (21) | (39) | (62) | (119) |
Amortization of unrecognized loss | 58 | 35 | 171 | 104 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement and Curtailment | 352 | 0 | 352 | 0 |
Net periodic benefit cost | $ 540 | $ 156 | $ 904 | $ 467 |
Commitments and Contingencies -
Commitments and Contingencies - Components of Operating Leases (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 7.9 | $ 22.8 |
Commitments and Contingencies_2
Commitments and Contingencies - Maturity of Lease Liabilities (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 4,841 |
Lessee, Operating Lease, Liability, to be Paid, Year One | 27,334 |
2020 | 25,059 |
2021 | 18,180 |
2022 | 14,244 |
Thereafter | 43,456 |
Total undiscounted lease payments | 133,114 |
Less: Interest | 34,584 |
Present value of lease liabilities | $ 98,530 |
Commitments and Contingencies_3
Commitments and Contingencies - Lease Term and Discount Rate (Details) | Sep. 30, 2020 |
Commitments and Contingencies Disclosure [Abstract] | |
Weighted-average remaining lease term (years) | 6 years 18 days |
Weighted-average discount rate | 7.65% |
Commitments and Contingencies_4
Commitments and Contingencies - Supplemental Cash Flow Information Related to Leases (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 9,913 |
Operating cash flows from operating leases | $ 22,816 |
Commitments and Contingencies S
Commitments and Contingencies Supplemental Balance Sheet Information (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
Operating Lease, Right-of-Use Asset | $ 94,464 |
Operating Lease, Liability, Current | 20,739 |
Operating Lease, Liability, Noncurrent | $ 77,791 |
- Narrative (Details)
- Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||||||
Line of Credit Facility, Increase (Decrease), Net | $ 200 | ||||||
Management fee waiver | 50.00% | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 598.8 | $ 598.8 | |||||
Document Period End Date | Sep. 30, 2020 | ||||||
Foam | |||||||
Related Party Transaction [Line Items] | |||||||
Integration service fees payable | $ 2.3 | ||||||
Business Combination, Integration Related Costs | $ 0.3 | $ 2 | |||||
Related Party Vendor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership Percentage, Related Party Vendors | 40.00% | ||||||
Related Party Transaction, Purchases from Related Party | $ 0.7 | $ 1.1 | $ 2.3 | $ 3.2 |
Subsequent Event (Detail)
Subsequent Event (Detail) - USD ($) | Apr. 20, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | May 07, 2020 | Apr. 18, 2018 |
Subsequent Event [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 598,800,000 | $ 598,800,000 | |||||
Borrowings under credit facility | $ 0 | $ 108,000,000 | |||||
Senior notes due 2026 [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt issuance, aggregate principal amount | $ 200,000,000 | $ 400,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||
Line of Credit | Revolving Credit Facility | 2014 Credit Agreement | |||||||
Subsequent Event [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 600,000,000 | ||||||
Term Loan | 2014 Credit Agreement | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Quarterly Payment, Amount | $ 1,250,000 | ||||||
Original issue discount | 99.75% | ||||||
Term Loan | Revolving Credit Facility | 2014 Credit Agreement | |||||||
Subsequent Event [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 500,000,000 | ||||||
Line of Credit Facility, Maximum Borrowing Capacity, Additional Amounts Available For Borrowing | $ 250,000,000 | ||||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Payments to Acquire Businesses, Net of Cash Acquired and Net of Transactions Costs | $ 454,000,000 | ||||||
Borrowings under credit facility | $ 300,000,000 | ||||||
Marucci [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Payments to Acquire Businesses, Net of Cash Acquired and Net of Transactions Costs | $ 199,366,000 | $ 198,916,000 |