Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 08, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | HLM | |
Entity Registrant Name | HILLMAN COMPANIES INC | |
Entity Central Index Key | 1,029,831 | |
Current Fiscal Year End Date | --12-29 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 5,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 30, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 10,659 | $ 9,937 |
Accounts receivable, net of allowances of $933 ($1,121 - 2017) | 94,717 | 78,994 |
Inventories, net | 247,729 | 219,479 |
Other current assets | 6,707 | 11,850 |
Total current assets | 359,812 | 320,260 |
Property and equipment, net of accumulated depreciation of $110,542 ($98,674 - 2017) | 173,469 | 153,143 |
Goodwill | 619,218 | 620,503 |
Other intangibles, net of accumulated amortization of $151,786 ($132,659 - 2017) | 672,206 | 693,195 |
Other assets | 11,256 | 12,116 |
Total assets | 1,835,961 | 1,799,217 |
Current liabilities: | ||
Accounts payable | 116,591 | 74,051 |
Current portion of debt and capital leases | 5,470 | 5,706 |
Accrued expenses: | ||
Salaries and wages | 7,355 | 9,784 |
Pricing allowances | 4,773 | 5,908 |
Income and other taxes | 3,964 | 4,146 |
Interest | 9,903 | 9,717 |
Other accrued expenses | 15,957 | 19,911 |
Total current liabilities | 164,013 | 129,223 |
Long-term Debt | 1,025,786 | 989,674 |
Deferred income taxes, net | 148,925 | 145,728 |
Other non-current liabilities | 7,023 | 7,189 |
Total liabilities | 1,345,747 | 1,271,814 |
Stockholder's Equity: | ||
Preferred stock, $.01 par, 5,000 shares authorized, none issued or outstanding at June 30, 2018 and December 30, 2017 | 0 | 0 |
Common stock, $.01 par, 5,000 shares authorized, issued and outstanding at June 30, 2018 and December 30, 2017 | 0 | 0 |
Additional paid-in capital | 552,715 | 551,518 |
(Accumulated deficit) retained earnings | (29,282) | 2,422 |
Accumulated other comprehensive loss | (33,219) | (26,537) |
Total stockholder's equity | 490,214 | 527,403 |
Total liabilities and stockholder's equity | $ 1,835,961 | $ 1,799,217 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 30, 2017 |
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 5,000 | 5,000 |
Common stock, shares issued | 5,000 | 5,000 |
Common stock, shares outstanding | 5,000 | 5,000 |
Allowance for Doubtful Accounts Receivable | $ 933 | $ 1,121 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 110,542 | 98,674 |
Less: Accumulated amortization | $ 151,786 | $ 132,659 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | |
Revenue from Contract with Customer, Including Assessed Tax | $ 246,154,000 | $ 224,260,000 | $ 453,749,000 | $ 413,039,000 |
Cost of Goods and Services Sold | 134,027,000 | 120,253,000 | 243,617,000 | 221,847,000 |
Selling, general and administrative expenses | 78,797,000 | 67,380,000 | 149,873,000 | 133,926,000 |
Depreciation | 9,535,000 | 9,455,000 | 18,477,000 | 18,173,000 |
Amortization | 9,712,000 | 9,470,000 | 19,435,000 | 18,942,000 |
Gains (Losses) on Restructuring of Debt | (8,542,000) | 0 | (8,542,000) | 0 |
Management fees to related party | 134,000 | 130,000 | 262,000 | 263,000 |
Other (income) expense | 578,000 | (930,000) | (403,000) | (1,714,000) |
Income from operations | 13,371,000 | 18,502,000 | 22,488,000 | 21,602,000 |
Interest expense, net | (14,361,000) | (12,696,000) | (27,932,000) | (25,173,000) |
Interest expense on junior subordinated debentures | 3,152,000 | 3,152,000 | 6,304,000 | 6,304,000 |
Investment income on trust common securities | 94,000 | 94,000 | 189,000 | 189,000 |
(Loss) income before income taxes | (12,590,000) | 2,748,000 | (20,101,000) | (9,686,000) |
Income tax expense (benefit) | 941,000 | 1,529,000 | 3,747,000 | (4,221,000) |
Net (loss) income | (13,531,000) | 1,219,000 | (23,848,000) | (5,465,000) |
Net (loss) income from above | (13,531,000) | 1,219,000 | (23,848,000) | (5,465,000) |
Other comprehensive income: | ||||
Foreign currency translation adjustments | (3,643,000) | 3,395,000 | (6,682,000) | 5,433,000 |
Total other comprehensive (loss) income | (3,643,000) | 3,395,000 | (6,682,000) | 5,433,000 |
Comprehensive (loss) income | $ (17,174,000) | $ 4,614,000 | $ (30,530,000) | $ (32,000) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jul. 01, 2017 | |
Payments of Financing Costs | $ (11,752) | $ 0 |
Cash flows from operating activities: | ||
Net loss | (23,848) | (5,465) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 37,912 | 37,115 |
Deferred income taxes | 3,847 | (5,310) |
Share-based Compensation | 992 | 1,553 |
Gains (Losses) on Restructuring of Debt | (8,542) | 0 |
Gain (Loss) on Disposition of Property Plant Equipment | (53) | (132) |
Other Non Cash Interest And Change In Value Of Interest Rate Swap | (1,418) | (666) |
Deferred financing and original issue discount amortization | 1,142 | 1,278 |
Changes in operating items: | ||
Accounts receivable | (17,687) | (14,289) |
Inventories | (33,069) | (7,265) |
Other assets | (5) | (1,041) |
Accounts payable | 46,237 | 16,805 |
Other accrued liabilities | (6,828) | 5,197 |
Other Operating Activities, Cash Flow Statement | 0 | 6 |
Net cash provided by operating activities | 15,870 | 28,050 |
Cash flows from investing activities: | ||
Capital expenditures | (40,065) | (25,251) |
Payments for (Proceeds from) Other Investing Activities | 0 | (1,500) |
Net cash used for investing activities | (40,065) | (26,751) |
Repayments of Long-term Debt | (530,750) | (2,750) |
Cash flows from financing activities: | ||
Borrowings on revolving credit loans | 92,000 | 5,000 |
Proceeds from Issuance of Long-term Debt | 530,000 | 0 |
Repayments of Lines of Credit | (54,500) | (5,000) |
Principal payments under capitalized lease obligations | (73) | (42) |
Proceeds from Stock Options Exercised | 200 | 0 |
Net cash provided by (used in) financing activities | 25,125 | (2,792) |
Effect of exchange rate changes on cash | (208) | (755) |
Net increase (decrease) in cash and cash equivalents | 722 | (2,248) |
Cash and cash equivalents at beginning of period | 9,937 | 14,106 |
Supplemental disclosure of cash flow information: | ||
Interest paid on junior subordinated debentures, net | 6,115 | 6,115 |
Interest paid | 24,364 | 23,725 |
Income taxes paid | $ 632 | $ 219 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited financial statements include the condensed consolidated accounts of The Hillman Companies, Inc. (“Hillman Companies”) and its wholly-owned subsidiaries (collectively “Hillman” or the “Company”). All significant intercompany balances and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements present information in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and applicable rules of Regulation S-X. Accordingly, they do not include all information or footnotes required by U.S. generally accepted accounting principles for complete financial statements. Operating results for the twenty-six weeks ended June 30, 2018 do not necessarily indicate the results that may be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s annual report filed on Form 10-K for the year ended December 30, 2017 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | The significant accounting policies should be read in conjunction with the significant accounting policies included in the Form 10-K for the year ended December 30, 2017 . Use of Estimates in the Preparation of Financial Statements: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses for the reporting periods. Actual results may differ from these estimates. Revenue Recognition: Revenue is recognized when control of goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. The Company offers a variety of sales incentives to its customers primarily in the form of discounts, rebates, and slotting fees. Discounts are recognized in the consolidated financial statements at the date of the related sale. Rebates are based on the revenue to date and the contractual rebate percentage to be paid. A portion of the cost of the rebate is allocated to each underlying sales transaction. Discounts, rebates, and slotting fees are included in the determination of net sales. The Company also establishes reserves for customer returns and allowances. The reserve is established based on historical rates of returns and allowances. The reserve is adjusted quarterly based on actual experience. Returns and allowances are included in the determination of net sales. The following table disaggregates our revenue by product category. Thirteen Weeks Ended June 30, 2018 United States Canada Other Consolidated Fastening Solutions 122,086 34,633 1,767 158,486 Custom Solutions 52,715 1,456 18 54,189 Home Solutions 26,755 6,477 247 33,479 Total Revenue 201,556 42,566 2,032 246,154 Thirteen Weeks Ended July 1, 2017 United States Canada Other Consolidated Fastening Solutions 102,144 31,428 1,372 134,944 Custom Solutions 54,121 1,722 11 55,854 Home Solutions 26,589 6,680 193 33,462 Total Revenue 182,854 39,830 1,576 224,260 Twenty-six weeks ended June 30, 2018 United States Canada Other Consolidated Fastening Solutions 220,808 58,145 3,344 282,297 Custom Solutions 105,516 2,645 25 108,186 Home Solutions 50,464 12,362 440 63,266 Total Revenue 376,788 73,152 3,809 453,749 Twenty-six weeks ended July 1, 2017 United States Canada Other Consolidated Fastening Solutions 187,905 54,404 2,917 245,226 Custom Solutions 102,085 3,258 21 105,364 Home Solutions 50,862 11,200 387 62,449 Total Revenue 340,852 68,862 3,325 413,039 Fastening solutions revenues consist primarily of the delivery of fasteners, anchors, and specialty products as well as in-store merchandising services for the related product category. Custom solutions revenues consist primarily of the delivery of keys and key accessories, pet tags, and letters, numbers, and signs (“LNS”) as well as in-store merchandising services for the related product categories and access to our proprietary key duplicating and engraving equipment. Home solutions revenues consist primarily of the delivery of builders’ hardware, wall hanging, and threaded rod products as well as in-store merchandising services for the related product category. The Company’s performance obligations under its arrangements with customers are providing products, in-store merchandising services, and access to key duplicating and engraving equipment. Generally, the price of the merchandising services and the access to the key duplicating and engraving equipment is included in the price of the related products. Control of products is transferred at the point in time when the customer accepts the goods. Judgment was required in applying the new revenue standard in determining the time at which to recognize revenue for the in-store services and the access to key duplicating and engraving equipment. The Company’s obligation to provide in-store service and access to key duplicating and engraving equipment is satisfied when control of the related products is transferred. Therefore, consistent with the practice prior to the adoption of ASC 606, the entire amount of consideration related to the sale of products, in-store merchandising services, and access to key duplicating and engraving equipment is recognized upon the customer’s acceptance of the products. The revenues for all performance obligations are recognized upon the customer's acceptance of the products. The costs to obtain a contract are insignificant, and generally contract terms do not extend beyond one year. Therefore, these costs are expensed as incurred. Freight and shipping costs and the cost of our in-store merchandising services teams are recognized in selling, general, and administrative expense when control over products is transferred to the customer. The Company used the practical expedient regarding the existence of a significant financing component as payments are due in less than one year after delivery of the products. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). On December 31, 2017, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all the related amendments (“new revenue standard”) to all contracts using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as a $7,852 reduction to the opening balance of retained earnings with corresponding decreases to other current assets and other assets of $3,846 and $3,370 , respectively, and an increase of $637 to other accrued expenses. The cumulative adjustment primarily relates to payments to customers. The Company will now recognize certain payments as a reduction of revenue when the payment is made as opposed to over the life of the master service agreement. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The impact to revenues for the thirteen and twenty-six weeks ended June 30, 2018 as a result of applying Topic 606 was immaterial. A majority of our revenue continues to be recognized when products are shipped or delivered to customers. We expect the impact of the adoption of the new standard to be immaterial to our net income on an ongoing basis. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The amendments in this update require lessees, among other things, to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous authoritative guidance. This update also introduces new disclosure requirements for leasing arrangements. The new guidance will be effective for public business entities for annual periods beginning after December 15, 2018, and interim periods therein. Early adoption will be permitted for all entities. The new standard is required to be applied with a modified retrospective approach to each prior reporting period presented with various optional practical expedients.The Company had operating leases with remaining rental payments of approximately $72,426 as of December 30, 2017 and the Company has assets that are deployed with customers that may qualify as leases under the new standard. The discounted minimum remaining rental payments will be the starting point for determining the right-of-use asset and lease liability. The Company is currently evaluating the impact of implementing this guidance on its Consolidated Financial Statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses . The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this ASU on its Condensed Consolidated Financial Statements. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) : Targeted Improvements to Accounting for Hedging Activities, which amends and simplifies existing guidance in order to allow companies to more accurately present the economic effects of risk management activities in the financial statements. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those years. Early adoption is permitted. The Company does not expect the provisions of this ASU to have a material impact on its Condensed Consolidated Financial Statements. In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740) : Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”), which amends the FASB Accounting Standards Codification and XBRL Taxonomy based on the Tax Cuts and Jobs Act (the “Act”) that was signed into law on December 22, 2017 and Staff Accounting Bulletin No. 118 (“SAB 118”) that was released by the Securities and Exchange Commission. The Act changes numerous provisions that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits and may additionally have international tax consequences for many companies that operate internationally. The Company has evaluated the impact of the Act as well as the guidance of SAB 118 and incorporated the changes into the determination of a reasonable estimate of its deferred tax liability and appropriate disclosures in the notes to its consolidated financial statements (See Note 8 - Income Taxes ). |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill amounts by reporting unit are summarized as follows: Goodwill at Acquisitions (1) Dispositions Other (2) Goodwill at December 30, 2017 June 30, 2018 United States $ 586,437 $ 164 $ — $ — $ 586,601 Canada 30,372 — — (1,438 ) 28,934 Mexico 3,694 — — (11 ) 3,683 Total $ 620,503 $ 164 $ — $ (1,449 ) $ 619,218 (1) These amounts relate to the adjustments to the opening balance sheet for the acquisition of ST Fastening Systems ("STFS"). STFS was acquired in the fourth quarter of 2017. (2) These amounts relate to adjustments resulting from fluctuations in foreign currency exchange rates. Other intangibles, net, as of June 30, 2018 and December 30, 2017 consist of the following: Estimated Useful Life (Years) June 30, 2018 December 30, 2017 Customer relationships 13-20 $ 701,898 $ 703,399 Trademarks - All Others Indefinite 85,443 85,759 Trademarks - TagWorks 5 300 300 KeyWorks license 7 4,443 4,455 Patents 7-12 31,908 31,941 Intangible assets, gross 823,992 825,854 Less: Accumulated amortization 151,786 132,659 Other intangibles, net $ 672,206 $ 693,195 The amortization expense for amortizable assets including the adjustments resulting from fluctuations in foreign currency exchange rates was $9,712 and $19,435 for the thirteen and twenty-six weeks ended June 30, 2018 and $9,470 and $18,942 for the thirteen and twenty-six weeks ended July 1, 2017 . The Company tests goodwill and indefinite-lived intangible assets for impairment annually. Impairment is also tested when events or changes in circumstances indicate that the carrying values of the assets may be greater than their fair values. During the thirteen and twenty-six weeks ended June 30, 2018 and thirteen and twenty-six weeks ended July 1, 2017 , the Company did not adjust goodwill or intangible assets to their fair values as a result of any impairment analyses. In 2017, the fair value of each reporting unit except the United States was in excess of its carrying value by more than 10%. In 2017, the fair value of United States reporting unit exceeded its carrying value by approximately 4%. A 100 basis point decrease in the projected long-term growth rate or a 100 basis point increase in the discount rate for this reporting unit could decrease the fair value by enough to result in some impairment based on the current forecast model. Future declines in the market and deterioration in earnings could lead to a potential impairment. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | The Company self-insures its product liability, automotive, workers' compensation, and general liability losses up to $250 per occurrence. Catastrophic coverage has been purchased from third party insurers for occurrences in excess of $250 up to $40,000 . The two risk areas involving the most significant accounting estimates are workers' compensation and automotive liability. Actuarial valuations performed by the Company's outside risk insurance expert were used by the Company's management to form the basis for workers' compensation and automotive liability loss reserves. The actuary contemplated the Company's specific loss history, actual claims reported, and industry trends among statistical and other factors to estimate the range of reserves required. Risk insurance reserves are comprised of specific reserves for individual claims and additional amounts expected for development of these claims, as well as for incurred but not yet reported claims. The Company believes that the liability of approximately $2,036 recorded for such risks is adequate as of June 30, 2018 . As of June 30, 2018 , the Company has provided certain vendors and insurers letters of credit aggregating $6,936 related to our product purchases and insurance coverage for product liability, workers’ compensation, and general liability. The Company self-insures group health claims up to an annual stop loss limit of $250 per participant. Historical group insurance loss experience forms the basis for the recognition of group health insurance reserves. Provisions for losses expected under these programs are recorded based on an analysis of historical insurance claim data and certain actuarial assumptions. The Company believes that the liability of approximately $1,755 recorded for such risks is adequate as of June 30, 2018 . The Company imports large quantities of fastener products which are subject to customs requirements and to tariffs and quotas set by governments through mutual agreements and bilateral actions. The Company could be subject to the assessment of additional duties and interest if it or its suppliers fail to comply with customs regulations or similar laws. The U.S. Department of Commerce (the "Department”) has received requests from petitioners to conduct administrative reviews of compliance with anti-dumping duty and countervailing duty laws for certain nails products sourced from Asian countries. The Company sourced products under review from vendors in China and Taiwan during the periods currently open for review, and it is at least reasonably possible that the Company may be subject to additional duties pending the results of the review. The Company accrues for the duty expense once it is determined to be probable and the amount can be reasonably estimated. On March 16, 2018, the Department published updated results, which were finalized upon the completion of review of appeals in April 2018. Based on the final results, our liability was reduced to $2,146 at March 31, 2018 from $6,274 at December 30, 2017 . The Company recorded income of $0 and $4,128 in the thirteen and twenty-six weeks ended June 30, 2018 , which is included in Cost of Goods Sold on the Condensed Consolidated Statement of Comprehensive Income (Loss). In the thirteen and twenty-six weeks ended July 1, 2017 , the Company recorded expense of $1,796 and $2,146 , respectively, based on the Department's initial assessments. On October 1, 2013, The Hillman Group, Inc. ("Hillman Group") filed a complaint against Minute Key Inc., a manufacturer of fully-automatic, self-service key duplication kiosks, in the United States District Court for the Southern District of Ohio (Western Division), seeking a declaratory judgment of non-infringement and invalidity of a U.S. patent issued to Minute Key Inc. on September 10, 2013. Hillman Group's filing against Minute Key Inc. was in response to a letter dated September 10, 2013 in which Minute Key Inc. alleged that Hillman Group's FastKey™ product infringes the newly-issued patent. On October 23, 2013, Minute Key Inc. filed an answer and counterclaim against the Hillman Group alleging patent infringement. Minute Key Inc. also requested that the court dismiss the Hillman Group's complaint, enter judgment against the Hillman Group that the Company is willfully and deliberately infringing the patent, grant a permanent injunction, and award unspecified monetary damages to Minute Key Inc. Minute Key Inc. later filed two motions on March 17, 2014 seeking to voluntarily withdraw its counterclaim alleging infringement by Hillman Group and also to dismiss Hillman Group's complaint for non-infringement and invalidity. Shortly after an April 23, 2014 court-ordered mediation, Minute Key Inc. provided Hillman Group with a covenant promising not to sue for infringement of two of its patents against any existing Hillman Group product, including the FastKey™ and Key Express™ products. Hillman Group filed a motion on May 9, 2014 seeking to add additional claims to the case against Minute Key Inc. under Federal and Ohio state unfair competition statutes. These claims relate to Minute Key Inc.'s business conduct during competition with Hillman Group over a mutual client. In an August 15, 2014 order, the court granted Minute Key Inc.'s March 17, 2014 motions to dismiss the claims relating to patent infringement and also granted Hillman Group's May 9, 2014 motion to add its unfair competition claims. Hillman Group formally amended its complaint to add the unfair competition claims on September 4, 2014, and Minute Key Inc. answered on September 29, 2014 without filing any counterclaims. Minute Key Inc. filed a motion on October 1, 2014 to move the case from Cincinnati to either the District of Colorado or the Western District of Arkansas. The court denied that motion on February 3, 2015. It is not yet possible to assess the impact, if any, that the lawsuit will have on the Company. As a result of the Minute Key Inc. covenant not to sue, however, the Company's FastKey™ and Key Express™ products no longer face any threat of patent infringement liability from two of Minute Key Inc.'s patents. The scope of the lawsuit changed from a bilateral dispute over patent infringement to a lawsuit solely about Minute Key Inc.'s business conduct. Minute Key Inc. filed a motion for summary judgment on February 8, 2016. The court denied that motion on July 8, 2016. Following the denial of Minute Key Inc.’s summary judgment motion, a jury trial was held between August 24, 2016 and September 6, 2016. The jury returned a verdict in Hillman Group’s favor on September 6, 2016 finding that Minute Key Inc.’s actions violated the Federal Lanham Act and the Ohio Deceptive Trade Practices Act. Following this verdict against Minute Key Inc., Hillman Group has filed post-trial motions for recovery of its costs, attorney fees, pre-and post-judgment interest, and an injunction. All of Hillman’s post-trial motions remain pending before the court. Minute Key Inc. also filed a post-trial motion to set aside the jury verdict. On March 29, 2018, the court denied Minute Key’s motion, finding that there was sufficient evidence presented at trial to permit the jury to reach its September 6, 2016 verdict. Minute Key appealed the court’s decision on the motion and the jury verdict itself to the United States Court of Appeals for the Federal Circuit on April 27, 2018. On May 23, 2018, the parties filed a joint motion in the Court of Appeals requesting that the appeal be deactivated until Hillman’s post-trial motions are decided in the district court, and the Court of Appeals granted the motion and deactivated the appeal on May 29, 2018. In view of the Company’s agreement to acquire Minute Key, the parties filed a joint motion in the district court on June 7, 2018 requesting that the district court hold all decisions on post-trial motions in abeyance pending the closing of the acquisition. The district court granted the motion on June 12, 2018, and the case is stayed. In addition, legal proceedings are pending which are either in the ordinary course of business or incidental to the Company's business. Those legal proceedings incidental to the business of the Company are generally not covered by insurance or other indemnity. In the opinion of the Company's management, the ultimate resolution of the pending litigation matters will not have a material adverse effect on the consolidated financial position, operations, or cash flows of the Company. |
Related Party Transactions
Related Party Transactions - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | |
Related Party Transactions [Abstract] | ||||
Related Party Transactions Disclosure [Text Block] | The Company has recorded aggregate management fee charges and expenses from CCMP Capital Advisors, LLC (“CCMP”), Oak Hill Capital Partners III, L.P., Oak Hill Capital Management Partners III, L.P. and OHCP III HC RO, L.P. (collectively, “Oak Hill Funds”) of $134 and $262 for the thirteen and twenty-six weeks ended June 30, 2018 and $130 and $263 for the thirteen and twenty-six weeks ended July 1, 2017 . Gregory Mann and Gabrielle Mann are employed by Hillman. The Company leases an industrial warehouse and office facility from companies under the control of the Manns. The rental expense for the lease of this facility was $88 and $175 for the thirteen and twenty-six weeks ended June 30, 2018 and $89 and $177 for the thirteen and twenty-six weeks ended July 1, 2017 . The Hillman Group Canada ULC subsidiary of Hillman entered into three leases for five properties containing an industrial warehouse, manufacturing plant, and office facilities on February 19, 2013. The owners of the properties under one lease are relatives of Richard Paulin, who was employed by The Hillman Group Canada ULC until his retirement effective April 30, 2017, and the owner of the properties under the other two leases is a company which is owned by Richard Paulin and certain of his relatives. The rental expense for the three leases was $167 and $337 for the thirteen and twenty-six weeks ended June 30, 2018 and $153 and $309 for the thirteen and twenty-six weeks ended July 1, 2017 . | |||
Management fee charges and expenses | $ 134 | $ 130 | $ 262 | $ 263 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Accounting Standards Codification 740 (“ASC 740”) requires companies to apply their estimated annual effective tax rate on a year-to-date basis in each interim period. These rates are derived, in part, from expected annual pre-tax income or loss. In the thirteen and twenty-six weeks ended June 30, 2018 and the thirteen and twenty-six weeks ended July 1, 2017 , the Company applied an estimated annual effective tax rate to the interim period pre-tax income (loss) to calculate the income tax expense (benefit). For the thirteen and twenty-six weeks ended June 30, 2018 , the effective income tax rate was (7.5)% and (18.6)% . The Company recorded income tax expense for the thirteen and twenty-six weeks ended June 30, 2018 of $941 and $3,747 . The negative effective tax rate for the thirteen and twenty-six weeks ended June 30, 2018 was primarily the result of the new provisions introduced by the Tax Cuts and Jobs Act (the "Tax Act") including the new provision on Global Intangible Low-Taxed Income ("GILTI") and the IRC Section 163(j) interest limitation. The effective income tax rate differed from the federal statutory tax rate in the thirteen and twenty-six weeks ended June 30, 2018 due to recognizing no benefit on losses in jurisdictions where valuation allowances are recorded against net deferred tax assets, certain non-deductible expenses, and several aspects of the Tax Act. The effective income tax rate was 55.6% and 43.6% for the thirteen and twenty-six weeks ended July 1, 2017 . The Company recorded income tax expense/(benefit) for the thirteen and twenty-six weeks ended July 1, 2017 of $1,529 and $(4,221) , respectively. The effective income tax rate differed from the federal statutory tax rate in the thirteen and twenty-six weeks ended July 1, 2017 primarily due to the decrease in the valuation allowance attributable to a foreign subsidiary and certain non-deductible expenses. Additionally, the effective income tax rate differed from the federal statutory tax rate in the thirteen and twenty-six weeks ended July 1, 2017 due in part to a tax benefit recorded in the current period from the reconciliation of a prior year’s tax return to the amount reported for tax provision purposes. The remaining differences between the effective income tax rate and the federal statutory rate in the thirteen and twenty-six weeks ended July 1, 2017 were due to state and foreign income taxes. In December 2017, the Tax Act was signed into law making significant changes to the Internal Revenue Code. Changes included, among other things, several new taxes that may impact the Company’s 2018 effective tax rate. The new taxes include: GILTI, Foreign Derived Intangible Income (FDII), Base Erosion and Anti-Abuse Tax (BEAT), and an IRC Section 163(j) interest limitation (Interest Limitation). For the thirteen weeks ended March 31, 2018, we have not recorded provisional estimates in our effective tax rate for FDII or BEAT because we currently estimate that these provisions of the Tax Act will not apply in 2018. However, the Company may be subject to GILTI, which is a tax on foreign income in excess of a deemed return on tangible assets of foreign subsidiaries. The Company currently included a provisional estimated increase to the effective tax rate related to GILTI income from its foreign subsidiaries. Companies subject to GILTI have the option to account for the GILTI tax as a period cost if and when incurred, or to recognize deferred taxes for temporary differences including outside basis differences expected to reverse as GILTI. The Company has elected to account for GILTI as a period cost, and therefore has included GILTI expense in the effective tax rate calculation. Lastly, the Company recorded a provisional increase to income tax expense for recording a $6,831 valuation allowance on the Company’s Interest Limitation for 2018. The Company will continue to refine our provisional estimates for our computations of the GILTI, FDII, BEAT and the valuation allowance recorded on the Interest Limitation as we gather additional information. In accordance with U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 118 (“SAB 118”), the provisional amounts recorded represent reasonable estimates of the effects of the Tax Act for which the analysis is not yet complete. As the Company completes its analysis of the Tax Act, including collecting, preparing and analyzing necessary information, performing and refining calculations and obtaining additional guidance from the U.S. Internal Revenue Services (IRS), U.S. Treasury Department, FASB or other standard setting and regulatory bodies on the Tax Act, it may record adjustments to the provisional amounts, which may be material. In accordance with SAB 118, the Company’s accounting for the tax effects of the Tax Act will be completed during the measurement period, which should not extend beyond one year from the enactment date. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | The following table summarizes the Company’s debt: June 30, 2018 December 30, 2017 Revolving loans $ 57,000 $ 19,500 Senior term loan, due 2021 — 530,750 Senior term loan, due 2025 530,000 — 6.375% Senior Notes, due 2022 330,000 330,000 11.6% Junior Subordinated Debentures - Preferred 105,443 105,443 Junior Subordinated Debentures - Common 3,261 3,261 Capital leases & other obligations 362 435 1,026,066 989,389 (Add) unamortized premium on 11.6% Junior Subordinated Debentures 18,148 18,771 (Subtract) current portion of long term debt and capital leases (5,470 ) (5,706 ) (Subtract) deferred financing fees (12,958 ) (12,780 ) Total long term debt, net $ 1,025,786 $ 989,674 On May 31, 2018, the Company entered into a new credit agreement consisting of a new funded term loan of $530 million and an unfunded delayed draw term loan facility ("DDTL") of $165 million ("2018 Term Loan"). Concurrently, the Company also entered into a new $150 million asset-based revolving credit agreement ("ABL Revolver"). The proceeds from the 2018 Term Loan and ABL Revolver were used to refinance in full all outstanding revolving loans and term loans under the existing agreements and to pay fees and other expenses related to the 2018 Term Loan and ABL revolver. The DDTL may be used to finance permitted acquisitions and to replenish cash and repay revolving credit loans previously used for permitted acquisitions. The DDTL is available to draw upon through May 31, 2019. The 2018 Term Loan and ABL Revolver require the Company to maintain certain financial and non-financial covenants. The interest rate on the 2018 Term Loan is, at the Company's option, either adjusted LIBOR plus 3.5% per annum or an alternate base rate plus 2.5% per annum. The Term Loan will be payable in quarterly installments equal to .25% of the original principal amount, increased by any funding under the DDTL. The maturity date for the 2018 Term Loan is May 31, 2025. The amounts outstanding under the 2018 Term Loan are guaranteed by the Company and, subject to certain exceptions, the Company's wholly-owned domestic subsidiaries and are secured by substantially all of the Company's and the guarantors’ assets. A portion of the ABL Revolver is available for borrowing by the Company's US subsidiary ( $112.5 million ) and a portion is available for borrowing by the Company's Canadian subsidiary ( $37.5 million ), in each case subject to a borrowing base. The interest rate for the ABL Revolver is, at the Company's option, either adjusted LIBOR (or a Canadian banker’s acceptance rate in the case of Canadian loans) plus a margin of 1.25% to 1.75% per annum based on availability or an alternate base rate (or a Canadian prime rate or alternate base rate in the case of Canadian loans) plus a margin varying from 0.25% to 0.75% per annum based on availability. The stated maturity date of the ABL Revolver is May 31, 2023. Amounts outstanding under the ABL revolver are guaranteed by the Company's wholly-owned domestic subsidiaries and are secured by substantially all of the Company's and the guarantors’ assets, plus, in the case of amounts borrowed by the Company's Canadian subsidiary, its and its wholly-owned Canadian subsidiary’s assets, which guarantee the Canadian portion under the ABL Credit Agreement. In connection with the 2018 Term Loan, the Company recorded $8.6 million in deferred financing fees which are recorded as long term debt on the Condensed Consolidated Balance Sheet. In connection with the ABL Revolver, the Company recorded $1.8 million in deferred financing fees which are recorded as other non-current assets on the Condensed Consolidated Balance Sheet. Additionally, the Company expensed approximately $8.5 million in debt issuance costs which was recorded as refinancing charges in the thirteen and twenty-six weeks ended June 30, 2018 . As of June 30, 2018 , there was $530.0 million outstanding under the 2018 Term Loan. As of June 30, 2018 , the Company had $57,000 outstanding under the ABL Revolver along with $6,936 of letters of credit. The Company has approximately $86,064 of available borrowings under the ABL Revolver as a source of liquidity. Additional information with respect to the fair value of the Company’s fixed rate senior notes and junior subordinated debentures is included in Note 11 - Fair Value Measurements . |
Derivatives and Hedging
Derivatives and Hedging | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging | The Company uses derivative financial instruments to manage our exposures to (1) interest rate fluctuations on our floating rate senior debt and (2) fluctuations in foreign currency exchange rates. The Company measures those instruments at fair value and recognizes changes in the fair value of derivatives in earnings in the period of change, unless the derivative qualifies as an effective hedge that offsets certain exposures. Interest Rate Swap Agreements On September 3, 2014 , the Company entered into two forward Interest Rate Swap Agreements (the “2014 Swaps”) with three -year terms for notional amounts of $90,000 and $40,000 . The forward start date of the 2014 Swaps was October 1, 2015 and the termination date is September 30, 2018 . The 2014 Swaps fix the interest rate at 2.2% plus the applicable interest rate margin of 3.5% for an effective rate of 5.7% . The interest rate on the term loan was 5.5% at June 30, 2018 . On January 8, 2018 , the Company entered into a forward Interest Rate Swap Agreement (the "2018 Swap") with three -year terms for notional amounts of $90,000 . The forward start date of the 2018 Swap was September 30, 2018 and the termination date is June 30, 2021 . The 2018 Swaps fix the interest rate at 2.3% plus the applicable interest rate margin of 3.5% for an effective rate of 5.8% . The total fair value of the 2014 Swaps was $52 , and the fair value of the 2018 Swap was $990 as of June 30, 2018 . These were reported on the condensed consolidated balance sheet in other current assets and other non-current assets, respectively. An increase in other expense recorded in the statement of comprehensive loss for the unfavorable change of $1,418 in fair value since December 30, 2017 . The total fair value of the 2014 Swaps was $392 as of December 30, 2017 and was reported on the condensed consolidated balance sheet in other current liabilities. The Company's interest rate swap agreements did not qualify for hedge accounting treatment because they did not meet the provisions specified in ASC 815, Derivatives and Hedging (“ASC 815”). Accordingly, the gain or loss on these derivatives was recognized in current earnings. Foreign Currency Forward Contracts During 2016 , 2017 and 2018 the Company entered into multiple foreign currency forward contracts. The table below summarizes the maturity dates and the fixed exchange rates of the contracts: 2016 FX Contracts 2017 FX Contracts 2018 FX Contracts Maturity date range: Minimum April 2016 October 2017 July 2018 Maximum April 2017 April 2018 September 2018 Fixed exchange rate range: Minimum 1.2536 1.3002 1.2720 Maximum 1.3458 1.3518 1.3336 The purpose of the Company's foreign currency forward contracts is to manage the Company's exposure to fluctuations in the exchange rate of the Canadian dollar. The total notional amount of contracts outstanding was C$8,774 and C$2,993 as of June 30, 2018 and December 30, 2017 , respectively. The total fair value of the outstanding foreign currency forward contracts was $47 and $(140) as of June 30, 2018 and December 30, 2017 , respectively, and was reported on the condensed consolidated balance sheet in other current assets and other current liabilities, respectively. An increase in other income of $20 , including contracts settled during the twenty-six weeks ended June 30, 2018 , was recorded in the statement of comprehensive income (loss) for the change in fair value from December 30, 2017 . The Company's foreign currency forward contracts did not qualify for hedge accounting treatment because they did not meet the provisions specified in ASC 815. Accordingly, the gain or loss on these derivatives was recognized in current earnings. The Company does not enter into derivative transactions for speculative purposes and, therefore, holds no derivative instruments for trading purposes. Additional information with respect to the fair value of derivative instruments is included in Note 11 - Fair Value Measurements . |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | The Company uses the accounting guidance that applies to all assets and liabilities that are being measured and reported on a fair value basis. The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions. The following tables set forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis during the period, by level, within the fair value hierarchy: As of June 30, 2018 Level 1 Level 2 Level 3 Total Trading securities $ 1,952 $ — $ — $ 1,952 Interest rate swaps — 1,042 — 1,042 Foreign exchange forward contracts — 47 — 47 As of December 30, 2017 Level 1 Level 2 Level 3 Total Trading securities $ 2,294 $ — $ — $ 2,294 Interest rate swaps — (392 ) — (392 ) Foreign exchange forward contracts — (140 ) — (140 ) Trading securities are valued using quoted prices on an active exchange. Trading securities represent assets held in a Rabbi Trust to fund deferred compensation liabilities and are included as other assets on the accompanying condensed consolidated balance sheets. The Company utilizes interest rate swap contracts to manage our targeted mix of fixed and floating rate debt, and these contracts are valued using observable benchmark rates at commonly quoted intervals for the full term of the swap contracts. As of June 30, 2018 , the 2014 Swaps were recorded as other current assets and the 2018 Swap was recorded as other non-current assets on the accompanying condensed consolidated balance sheets. As of December 30, 2017 , the 2014 Swaps were included in other current liabilities on the accompanying condensed consolidated balance sheets. The Company utilizes foreign exchange forward contracts to manage our exposure to currency fluctuations in the Canadian dollar versus the U.S. dollar. The forward contracts were valued using observable benchmark rates at commonly quoted intervals during the term of the forward contract. As of June 30, 2018 and December 30, 2017 , the foreign exchange forward contracts were included in other current assets and other current liabilities, respectively, on the accompanying condensed consolidated balance sheets. The fair value of the Company's fixed rate senior notes and junior subordinated debentures as of June 30, 2018 and December 30, 2017 were determined by utilizing current trading prices obtained from indicative market data. As a result, the fair value measurements of the Company's senior term notes and debentures are considered to be Level 2. June 30, 2018 December 30, 2017 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 6.375% Senior Notes $ 325,555 $ 315,150 $ 325,000 $ 325,050 Junior Subordinated Debentures 126,852 131,775 127,475 148,098 Cash, accounts receivable, accounts payable, and accrued liabilities are reflected in the condensed consolidated financial statements at book value, which approximates fair value, due to the short-term nature of these instruments. The carrying amount of the long-term debt under the revolving credit facility approximates the fair value at June 30, 2018 and December 30, 2017 as the interest rate is variable and approximates current market rates. The Company also believes the carrying amount of the long-term debt under the senior term loan approximates the fair value at June 30, 2018 and December 30, 2017 because, while subject to a minimum LIBOR floor rate, the interest rate approximates current market rates of debt with similar terms and comparable credit risk. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | The Company’s segment reporting structure uses the Company’s management reporting structure as the foundation for how the Company manages its business. The Company periodically evaluates its segment reporting structure in accordance with ASC 350-20-55 and has concluded that it has three reportable segments as of June 30, 2018 : The United States, Canada, and All Other. The United States segment and the Canada segment are considered material by the Company’s management as of June 30, 2018 . The Company's other segments have been combined in the "All Other" category. The Company evaluates the performance of its segments based on revenue and income (loss) from operations, and does not include segment assets or nonoperating income/expense items for management reporting purposes. The table below presents revenues and income (loss) from operations for our reportable segments for the thirteen and twenty-six weeks ended June 30, 2018 and thirteen and twenty-six weeks ended July 1, 2017 . Thirteen Weeks Ended Thirteen Weeks Ended Twenty-six Weeks Ended Twenty-six Weeks Ended Revenues United States $ 201,556 $ 182,854 $ 376,788 $ 340,852 Canada 42,566 39,830 73,152 68,862 All Other 2,032 1,576 3,809 3,325 Total revenues $ 246,154 $ 224,260 $ 453,749 $ 413,039 Segment income (loss) from operations United States $ 11,427 $ 14,785 $ 22,351 $ 19,387 Canada 1,864 3,650 (157 ) 1,660 All Other 80 67 294 555 Total income from operations $ 13,371 $ 18,502 $ 22,488 $ 21,602 |
Acquisitions (Notes)
Acquisitions (Notes) | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 4. Acquisitions On May 29, 2018, the Company entered into a definitive agreement to acquire Minute Key Holdings, Inc . (“MinuteKey”), an innovative leader in self-service key duplicating kiosks for a total consideration reflecting an enterprise value of $165 million . The Company plans to finance the acquisition with the unfunded delayed draw term loan facility of $165 million . The acquisition is expected to close in the third quarter of 2018 and is subject to customary closing conditions. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses for the reporting periods. Actual results may differ from these estimates. |
Recent Accounting Pronouncements | In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). On December 31, 2017, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all the related amendments (“new revenue standard”) to all contracts using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as a $7,852 reduction to the opening balance of retained earnings with corresponding decreases to other current assets and other assets of $3,846 and $3,370 , respectively, and an increase of $637 to other accrued expenses. The cumulative adjustment primarily relates to payments to customers. The Company will now recognize certain payments as a reduction of revenue when the payment is made as opposed to over the life of the master service agreement. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The impact to revenues for the thirteen and twenty-six weeks ended June 30, 2018 as a result of applying Topic 606 was immaterial. A majority of our revenue continues to be recognized when products are shipped or delivered to customers. We expect the impact of the adoption of the new standard to be immaterial to our net income on an ongoing basis. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The amendments in this update require lessees, among other things, to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous authoritative guidance. This update also introduces new disclosure requirements for leasing arrangements. The new guidance will be effective for public business entities for annual periods beginning after December 15, 2018, and interim periods therein. Early adoption will be permitted for all entities. The new standard is required to be applied with a modified retrospective approach to each prior reporting period presented with various optional practical expedients.The Company had operating leases with remaining rental payments of approximately $72,426 as of December 30, 2017 and the Company has assets that are deployed with customers that may qualify as leases under the new standard. The discounted minimum remaining rental payments will be the starting point for determining the right-of-use asset and lease liability. The Company is currently evaluating the impact of implementing this guidance on its Consolidated Financial Statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses . The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this ASU on its Condensed Consolidated Financial Statements. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) : Targeted Improvements to Accounting for Hedging Activities, which amends and simplifies existing guidance in order to allow companies to more accurately present the economic effects of risk management activities in the financial statements. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those years. Early adoption is permitted. The Company does not expect the provisions of this ASU to have a material impact on its Condensed Consolidated Financial Statements. In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740) : Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”), which amends the FASB Accounting Standards Codification and XBRL Taxonomy based on the Tax Cuts and Jobs Act (the “Act”) that was signed into law on December 22, 2017 and Staff Accounting Bulletin No. 118 (“SAB 118”) that was released by the Securities and Exchange Commission. The Act changes numerous provisions that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits and may additionally have international tax consequences for many companies that operate internationally. The Company has evaluated the impact of the Act as well as the guidance of SAB 118 and incorporated the changes into the determination of a reasonable estimate of its deferred tax liability and appropriate disclosures in the notes to its consolidated financial statements (See Note 8 - Income Taxes ). |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition: Revenue is recognized when control of goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. The Company offers a variety of sales incentives to its customers primarily in the form of discounts, rebates, and slotting fees. Discounts are recognized in the consolidated financial statements at the date of the related sale. Rebates are based on the revenue to date and the contractual rebate percentage to be paid. A portion of the cost of the rebate is allocated to each underlying sales transaction. Discounts, rebates, and slotting fees are included in the determination of net sales. The Company also establishes reserves for customer returns and allowances. The reserve is established based on historical rates of returns and allowances. The reserve is adjusted quarterly based on actual experience. Returns and allowances are included in the determination of net sales. The following table disaggregates our revenue by product category. Thirteen Weeks Ended June 30, 2018 United States Canada Other Consolidated Fastening Solutions 122,086 34,633 1,767 158,486 Custom Solutions 52,715 1,456 18 54,189 Home Solutions 26,755 6,477 247 33,479 Total Revenue 201,556 42,566 2,032 246,154 Thirteen Weeks Ended July 1, 2017 United States Canada Other Consolidated Fastening Solutions 102,144 31,428 1,372 134,944 Custom Solutions 54,121 1,722 11 55,854 Home Solutions 26,589 6,680 193 33,462 Total Revenue 182,854 39,830 1,576 224,260 Twenty-six weeks ended June 30, 2018 United States Canada Other Consolidated Fastening Solutions 220,808 58,145 3,344 282,297 Custom Solutions 105,516 2,645 25 108,186 Home Solutions 50,464 12,362 440 63,266 Total Revenue 376,788 73,152 3,809 453,749 Twenty-six weeks ended July 1, 2017 United States Canada Other Consolidated Fastening Solutions 187,905 54,404 2,917 245,226 Custom Solutions 102,085 3,258 21 105,364 Home Solutions 50,862 11,200 387 62,449 Total Revenue 340,852 68,862 3,325 413,039 Fastening solutions revenues consist primarily of the delivery of fasteners, anchors, and specialty products as well as in-store merchandising services for the related product category. Custom solutions revenues consist primarily of the delivery of keys and key accessories, pet tags, and letters, numbers, and signs (“LNS”) as well as in-store merchandising services for the related product categories and access to our proprietary key duplicating and engraving equipment. Home solutions revenues consist primarily of the delivery of builders’ hardware, wall hanging, and threaded rod products as well as in-store merchandising services for the related product category. The Company’s performance obligations under its arrangements with customers are providing products, in-store merchandising services, and access to key duplicating and engraving equipment. Generally, the price of the merchandising services and the access to the key duplicating and engraving equipment is included in the price of the related products. Control of products is transferred at the point in time when the customer accepts the goods. Judgment was required in applying the new revenue standard in determining the time at which to recognize revenue for the in-store services and the access to key duplicating and engraving equipment. The Company’s obligation to provide in-store service and access to key duplicating and engraving equipment is satisfied when control of the related products is transferred. Therefore, consistent with the practice prior to the adoption of ASC 606, the entire amount of consideration related to the sale of products, in-store merchandising services, and access to key duplicating and engraving equipment is recognized upon the customer’s acceptance of the products. The revenues for all performance obligations are recognized upon the customer's acceptance of the products. The costs to obtain a contract are insignificant, and generally contract terms do not extend beyond one year. Therefore, these costs are expensed as incurred. Freight and shipping costs and the cost of our in-store merchandising services teams are recognized in selling, general, and administrative expense when control over products is transferred to the customer. The Company used the practical expedient regarding the existence of a significant financing component as payments are due in less than one year after delivery of the products. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following table disaggregates our revenue by product category. Thirteen Weeks Ended June 30, 2018 United States Canada Other Consolidated Fastening Solutions 122,086 34,633 1,767 158,486 Custom Solutions 52,715 1,456 18 54,189 Home Solutions 26,755 6,477 247 33,479 Total Revenue 201,556 42,566 2,032 246,154 Thirteen Weeks Ended July 1, 2017 United States Canada Other Consolidated Fastening Solutions 102,144 31,428 1,372 134,944 Custom Solutions 54,121 1,722 11 55,854 Home Solutions 26,589 6,680 193 33,462 Total Revenue 182,854 39,830 1,576 224,260 Twenty-six weeks ended June 30, 2018 United States Canada Other Consolidated Fastening Solutions 220,808 58,145 3,344 282,297 Custom Solutions 105,516 2,645 25 108,186 Home Solutions 50,464 12,362 440 63,266 Total Revenue 376,788 73,152 3,809 453,749 Twenty-six weeks ended July 1, 2017 United States Canada Other Consolidated Fastening Solutions 187,905 54,404 2,917 245,226 Custom Solutions 102,085 3,258 21 105,364 Home Solutions 50,862 11,200 387 62,449 Total Revenue 340,852 68,862 3,325 413,039 |
Goodwill and Other Intangible20
Goodwill and Other Intangible Assets (Tables) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Summary of Goodwill Amounts by Reporting Unit | Goodwill amounts by reporting unit are summarized as follows: Goodwill at Acquisitions (1) Dispositions Other (2) Goodwill at December 30, 2017 June 30, 2018 United States $ 586,437 $ 164 $ — $ — $ 586,601 Canada 30,372 — — (1,438 ) 28,934 Mexico 3,694 — — (11 ) 3,683 Total $ 620,503 $ 164 $ — $ (1,449 ) $ 619,218 (1) These amounts relate to the adjustments to the opening balance sheet for the acquisition of ST Fastening Systems ("STFS"). STFS was acquired in the fourth quarter of 2017. (2) These amounts relate to adjustments resulting from fluctuations in foreign currency exchange rates. | |||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Estimated Useful Life (Years) June 30, 2018 December 30, 2017 Customer relationships 13-20 $ 701,898 $ 703,399 Trademarks - All Others Indefinite 85,443 85,759 Trademarks - TagWorks 5 300 300 KeyWorks license 7 4,443 4,455 Patents 7-12 31,908 31,941 Intangible assets, gross 823,992 825,854 Less: Accumulated amortization 151,786 132,659 Other intangibles, net $ 672,206 $ 693,195 | |||
Amortization | $ 9,712,000 | $ 9,470,000 | $ 19,435,000 | $ 18,942,000 |
Long-Term Debt Long Term Debt (
Long-Term Debt Long Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Instrument [Line Items] | |
Schedule of Long-term Debt Instruments [Table Text Block] | The following table summarizes the Company’s debt: June 30, 2018 December 30, 2017 Revolving loans $ 57,000 $ 19,500 Senior term loan, due 2021 — 530,750 Senior term loan, due 2025 530,000 — 6.375% Senior Notes, due 2022 330,000 330,000 11.6% Junior Subordinated Debentures - Preferred 105,443 105,443 Junior Subordinated Debentures - Common 3,261 3,261 Capital leases & other obligations 362 435 1,026,066 989,389 (Add) unamortized premium on 11.6% Junior Subordinated Debentures 18,148 18,771 (Subtract) current portion of long term debt and capital leases (5,470 ) (5,706 ) (Subtract) deferred financing fees (12,958 ) (12,780 ) Total long term debt, net $ 1,025,786 $ 989,674 |
Derivatives and Hedging Foreign
Derivatives and Hedging Foreign Currency Contracts (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Derivative [Line Items] | |
Schedule of Derivative Instruments [Table Text Block] | During 2016 , 2017 and 2018 the Company entered into multiple foreign currency forward contracts. The table below summarizes the maturity dates and the fixed exchange rates of the contracts: 2016 FX Contracts 2017 FX Contracts 2018 FX Contracts Maturity date range: Minimum April 2016 October 2017 July 2018 Maximum April 2017 April 2018 September 2018 Fixed exchange rate range: Minimum 1.2536 1.3002 1.2720 Maximum 1.3458 1.3518 1.3336 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Measurement of Assets and Liabilities at Fair Value on Recurring Basis | The following tables set forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis during the period, by level, within the fair value hierarchy: As of June 30, 2018 Level 1 Level 2 Level 3 Total Trading securities $ 1,952 $ — $ — $ 1,952 Interest rate swaps — 1,042 — 1,042 Foreign exchange forward contracts — 47 — 47 As of December 30, 2017 Level 1 Level 2 Level 3 Total Trading securities $ 2,294 $ — $ — $ 2,294 Interest rate swaps — (392 ) — (392 ) Foreign exchange forward contracts — (140 ) — (140 ) |
Fair Value of Company's Fixed Rate Senior Notes and Junior Subordinated Debentures | The fair value of the Company's fixed rate senior notes and junior subordinated debentures as of June 30, 2018 and December 30, 2017 were determined by utilizing current trading prices obtained from indicative market data. As a result, the fair value measurements of the Company's senior term notes and debentures are considered to be Level 2. June 30, 2018 December 30, 2017 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 6.375% Senior Notes $ 325,555 $ 315,150 $ 325,000 $ 325,050 Junior Subordinated Debentures 126,852 131,775 127,475 148,098 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Revenues and Income from Operations for Reportable Segments | The Company’s segment reporting structure uses the Company’s management reporting structure as the foundation for how the Company manages its business. The Company periodically evaluates its segment reporting structure in accordance with ASC 350-20-55 and has concluded that it has three reportable segments as of June 30, 2018 : The United States, Canada, and All Other. The United States segment and the Canada segment are considered material by the Company’s management as of June 30, 2018 . The Company's other segments have been combined in the "All Other" category. The Company evaluates the performance of its segments based on revenue and income (loss) from operations, and does not include segment assets or nonoperating income/expense items for management reporting purposes. The table below presents revenues and income (loss) from operations for our reportable segments for the thirteen and twenty-six weeks ended June 30, 2018 and thirteen and twenty-six weeks ended July 1, 2017 . Thirteen Weeks Ended Thirteen Weeks Ended Twenty-six Weeks Ended Twenty-six Weeks Ended Revenues United States $ 201,556 $ 182,854 $ 376,788 $ 340,852 Canada 42,566 39,830 73,152 68,862 All Other 2,032 1,576 3,809 3,325 Total revenues $ 246,154 $ 224,260 $ 453,749 $ 413,039 Segment income (loss) from operations United States $ 11,427 $ 14,785 $ 22,351 $ 19,387 Canada 1,864 3,650 (157 ) 1,660 All Other 80 67 294 555 Total income from operations $ 13,371 $ 18,502 $ 22,488 $ 21,602 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | |
Revenue from Contract with Customer, Including Assessed Tax | $ 246,154 | $ 224,260 | $ 453,749 | $ 413,039 |
UNITED STATES | ||||
Revenue from Contract with Customer, Including Assessed Tax | 201,556 | 182,854 | 376,788 | 340,852 |
Other Segments [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 2,032 | 1,576 | 3,809 | 3,325 |
CANADA | ||||
Revenue from Contract with Customer, Including Assessed Tax | 42,566 | 39,830 | 73,152 | 68,862 |
Fastening Solutions [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 158,486 | 134,944 | 282,297 | 245,226 |
Fastening Solutions [Member] | UNITED STATES | ||||
Revenue from Contract with Customer, Including Assessed Tax | 122,086 | 102,144 | 220,808 | 187,905 |
Fastening Solutions [Member] | Other Segments [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 1,767 | 1,372 | 3,344 | 2,917 |
Fastening Solutions [Member] | CANADA | ||||
Revenue from Contract with Customer, Including Assessed Tax | 34,633 | 31,428 | 58,145 | 54,404 |
Custom Solutions [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 54,189 | 55,854 | 108,186 | 105,364 |
Custom Solutions [Member] | UNITED STATES | ||||
Revenue from Contract with Customer, Including Assessed Tax | 52,715 | 54,121 | 105,516 | 102,085 |
Custom Solutions [Member] | Other Segments [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 18 | 11 | 25 | 21 |
Custom Solutions [Member] | CANADA | ||||
Revenue from Contract with Customer, Including Assessed Tax | 1,456 | 1,722 | 2,645 | 3,258 |
Home Solutions [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 33,479 | 33,462 | 63,266 | 62,449 |
Home Solutions [Member] | UNITED STATES | ||||
Revenue from Contract with Customer, Including Assessed Tax | 26,755 | 26,589 | 50,464 | 50,862 |
Home Solutions [Member] | Other Segments [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 247 | 193 | 440 | 387 |
Home Solutions [Member] | CANADA | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 6,477 | $ 6,680 | $ 12,362 | $ 11,200 |
Recent Accounting Pronounceme26
Recent Accounting Pronouncements Revenue Recognition (Details) - Accounting Standards Update 2014-09 [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Retained Earnings [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 7,852 |
Other Current Assets [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 3,846 |
Other Noncurrent Assets [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 3,370 |
Other Current Liabilities [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 637 |
Recent Accounting Pronounceme27
Recent Accounting Pronouncements Leases (Details) $ in Thousands | Dec. 30, 2017USD ($) |
Accounting Changes and Error Corrections [Abstract] | |
Operating Leases, Future Minimum Payments Due | $ 72,426 |
Goodwill and Other Intangible28
Goodwill and Other Intangible Assets - Summary of Goodwill Amounts by Reporting Unit (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | |
Goodwill [Roll Forward] | ||||
Goodwill, Beginning balance | $ 620,503,000 | |||
Acquisitions (1) | 164,000 | |||
Dispositions | 0 | |||
Other | (1,449,000) | |||
Goodwill, Ending balance | $ 619,218,000 | 619,218,000 | ||
Goodwill, impairment charges | 0 | $ 0 | 0 | $ 0 |
UNITED STATES | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Beginning balance | 586,437,000 | |||
Acquisitions (1) | 164,000 | |||
Dispositions | 0 | |||
Other | 0 | |||
Goodwill, Ending balance | 586,601,000 | 586,601,000 | ||
CANADA | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Beginning balance | 30,372,000 | |||
Acquisitions (1) | 0 | |||
Dispositions | 0 | |||
Other | (1,438,000) | |||
Goodwill, Ending balance | 28,934,000 | 28,934,000 | ||
Mexico [Member] | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Beginning balance | 3,694,000 | |||
Acquisitions (1) | 0 | |||
Dispositions | 0 | |||
Other | (11,000) | |||
Goodwill, Ending balance | $ 3,683,000 | $ 3,683,000 |
Goodwill and Other Intangible29
Goodwill and Other Intangible Assets - Components of Other Intangibles, Net (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | Dec. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Finite Lived And Indefinite Lived Intangible Assets Gross | $ 823,992,000 | $ 823,992,000 | $ 825,854,000 | ||
Less: Accumulated amortization | 151,786,000 | 151,786,000 | 132,659,000 | ||
Other intangibles, net | 672,206,000 | 672,206,000 | 693,195,000 | ||
Amortization | 9,712,000 | $ 9,470,000 | 19,435,000 | $ 18,942,000 | |
Impairment of indefinite-lived intangibles | $ 0 | $ 0 | 0 | $ 0 | |
Trademarks - All Others [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | Indefinite | ||||
Indefinite Intangible assets, gross | $ 85,443,000 | 85,443,000 | 85,759,000 | ||
Customer Relationships [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, gross | $ 701,898,000 | 701,898,000 | 703,399,000 | ||
Customer Relationships [Member] | Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | 13 years | ||||
Customer Relationships [Member] | Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | 20 years | ||||
Trademarks - TagWorks [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | 5 years | ||||
Finite-lived intangible assets, gross | $ 300,000 | 300,000 | 300,000 | ||
KeyWorks License [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | 7 years | ||||
Finite-lived intangible assets, gross | $ 4,443,000 | 4,443,000 | 4,455,000 | ||
Patents [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, gross | $ 31,908,000 | $ 31,908,000 | $ 31,941,000 | ||
Patents [Member] | Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | 7 years | ||||
Patents [Member] | Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | 12 years |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($)patent | Jul. 01, 2017USD ($) | Jun. 30, 2018USD ($) | Jul. 01, 2017USD ($) | Dec. 30, 2017USD ($) | |
Loss Contingencies [Line Items] | |||||
Losses up to per occurrence related to product liability, automotive, workers' compensation and general liability | $ 250 | $ 250 | |||
Liability recorded for such risk insurance reserves | 2,036 | 2,036 | |||
Letters of Credit Outstanding, Amount | 6,936 | 6,936 | |||
Group health claims up to annual stop loss limit per participant | 250 | 250 | |||
Liability recorded for such group health insurance reserves | 1,755 | 1,755 | |||
Loss Contingency, Loss in Period | $ 0 | $ 1,796 | (4,128) | $ 2,146 | |
Patent Infringement from Minute Key Inc. [Member] | |||||
Loss Contingencies [Line Items] | |||||
Number of patents found not infringed | patent | 2 | ||||
Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Occurrences in excess for purchased catastrophic coverage | $ 40,000 | ||||
Minimum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Occurrences in excess for purchased catastrophic coverage | 250 | ||||
Anti-dumping duties [Domain] | |||||
Loss Contingencies [Line Items] | |||||
Loss Contingency Accrual | $ 2,146 | $ 2,146 | $ 6,274 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | |
Management fees to related party | $ 134 | $ 130 | $ 262 | $ 263 |
Companies Controlled by Manns [Member] | ||||
Operating Leases, Rent Expense | 88 | 89 | 175 | 177 |
Richard Paulin [Member] | ||||
Operating Leases, Rent Expense | $ 167 | $ 153 | $ 337 | $ 309 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | |
Valuation Allowance [Line Items] | ||||
SEC Schedule, 12-09, Valuation Allowances and Reserves, Period Increase (Decrease) | $ 6,831 | |||
Effective income tax rates | (7.50%) | 55.60% | (18.60%) | 43.60% |
Income tax expense (benefit) | $ 941 | $ 1,529 | $ 3,747 | $ (4,221) |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | May 31, 2018 | Dec. 30, 2017 | |
Debt Instrument [Line Items] | ||||||
Long-term Debt | $ 1,025,786 | $ 1,025,786 | $ 989,674 | |||
Gains (Losses) on Restructuring of Debt | (8,542) | $ 0 | (8,542) | $ 0 | ||
Letters of Credit Outstanding, Amount | 6,936 | 6,936 | ||||
Long-term Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Issuance Costs, Net | 12,958 | 12,958 | 12,780 | |||
2018 Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | 530,000 | 530,000 | 0 | |||
2018 Term Loan [Member] | Long-term Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Issuance Costs, Net | $ 8,600 | |||||
2018 ABL Revolver [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Line of Credit | 57,000 | 57,000 | 150,000 | |||
2018 ABL Revolver [Member] | Other Noncurrent Assets [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Issuance Costs, Net | 1,800 | |||||
Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Line of Credit | 19,500 | |||||
Line of Credit Facility, Remaining Borrowing Capacity | 86,064 | 86,064 | ||||
Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | $ 0 | $ 0 | $ 530,750 | |||
Fully funded term loan [Member] | 2018 Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | 530,000 | |||||
Delayed Draw [Member] | 2018 Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | 165,000 | |||||
UNITED STATES | 2018 ABL Revolver [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | $ 112,500 |
Long-Term Debt Long Term Debt34
Long-Term Debt Long Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | May 31, 2018 | Dec. 30, 2017 |
Long-term Debt | $ 1,025,786 | $ 989,674 | |
Capital Lease Obligations | 362 | 435 | |
Debt, Long-term and Short-term, Combined Amount | 1,026,066 | 989,389 | |
Long-term Debt, Current Maturities | 5,470 | 5,706 | |
Long-term Debt [Member] | |||
Debt Issuance Costs, Net | 12,958 | 12,780 | |
6.375% Senior Notes [Member] | |||
Debt Instrument, Face Amount | 330,000 | 330,000 | |
Junior Subordinated Debentures - Preferred [Domain] | |||
Trust Preferred Security At Face Value | 105,443 | 105,443 | |
Trust Preferred Securities - Common [Domain] | |||
Trust Preferred Security At Face Value | 3,261 | 3,261 | |
2018 Term Loan [Member] | |||
Long-term Debt | 530,000 | 0 | |
2018 Term Loan [Member] | Long-term Debt [Member] | |||
Debt Issuance Costs, Net | $ 8,600 | ||
2018 ABL Revolver [Member] | |||
Long-term Line of Credit | 57,000 | 150,000 | |
2018 ABL Revolver [Member] | Other Noncurrent Assets [Member] | |||
Debt Issuance Costs, Net | 1,800 | ||
Revolving Credit Facility [Member] | |||
Long-term Line of Credit | 19,500 | ||
Term Loan [Member] | |||
Long-term Debt | 0 | 530,750 | |
Junior Subordinated Debentures - Preferred [Domain] | |||
Debt Instrument, Unamortized Premium | $ 18,148 | $ 18,771 | |
Fully funded term loan [Member] | 2018 Term Loan [Member] | |||
Long-term Debt | 530,000 | ||
Delayed Draw [Member] | 2018 Term Loan [Member] | |||
Long-term Debt | 165,000 | ||
UNITED STATES | 2018 ABL Revolver [Member] | |||
Long-term Debt | 112,500 | ||
UNITED STATES | CANADA | |||
Long-term Debt | $ 37,500 |
Derivatives and Hedging - Addit
Derivatives and Hedging - Additional Information (Detail) $ in Thousands | Jan. 08, 2018USD ($) | Sep. 03, 2014USD ($) | Jun. 30, 2018USD ($) | Jul. 01, 2017USD ($) | Dec. 30, 2017USD ($) |
Derivative [Line Items] | |||||
Other Non Cash Interest And Change In Value Of Interest Rate Swap | $ (1,418) | $ (666) | |||
2014 Swap No. 1 [Member] | |||||
Derivative [Line Items] | |||||
Term of derivative instrument | 3 years | ||||
Notional amount of derivative instrument | $ 90,000 | ||||
Effective date of agreement | Sep. 3, 2014 | ||||
Termination date of derivative | Sep. 30, 2018 | ||||
Fixed interest rate of Swap Agreement | 2.20% | ||||
Derivative, Basis Spread on Variable Rate | 3.50% | ||||
Derivative, Variable Interest Rate | 5.70% | ||||
Two Thousand Eighteen Swap [Domain] | |||||
Derivative [Line Items] | |||||
Term of derivative instrument | 3 years | ||||
Notional amount of derivative instrument | $ 90,000 | ||||
Effective date of agreement | Jan. 8, 2018 | ||||
Termination date of derivative | Jun. 30, 2021 | ||||
Fixed interest rate of Swap Agreement | 2.30% | ||||
Derivative, Basis Spread on Variable Rate | 3.50% | ||||
Derivative, Variable Interest Rate | 5.80% | ||||
2014 Swap No. 2 [Member] | |||||
Derivative [Line Items] | |||||
Notional amount of derivative instrument | $ 40,000 | ||||
2015 FX Contracts [Member] | |||||
Derivative [Line Items] | |||||
Notional amount of derivative instrument | $ 8,774 | $ 2,993 | |||
2016 FX Contracts [Domain] | Minimum [Member] | |||||
Derivative [Line Items] | |||||
Termination date of derivative | Apr. 27, 2016 | ||||
Forward exchange rate | 1.2536 | ||||
2016 FX Contracts [Domain] | Maximum [Member] | |||||
Derivative [Line Items] | |||||
Termination date of derivative | Apr. 5, 2017 | ||||
Forward exchange rate | 1.3458 | ||||
2017 FX Contracts [Domain] | Minimum [Member] | |||||
Derivative [Line Items] | |||||
Termination date of derivative | Oct. 11, 2017 | ||||
Forward exchange rate | 1.3002 | ||||
2017 FX Contracts [Domain] | Maximum [Member] | |||||
Derivative [Line Items] | |||||
Termination date of derivative | Apr. 4, 2018 | ||||
Forward exchange rate | 1.3518 | ||||
2018 FX Contracts [Domain] | Minimum [Member] | |||||
Derivative [Line Items] | |||||
Termination date of derivative | Jul. 3, 2018 | ||||
Forward exchange rate | 1.2720 | ||||
2018 FX Contracts [Domain] | Maximum [Member] | |||||
Derivative [Line Items] | |||||
Termination date of derivative | Sep. 18, 2018 | ||||
Forward exchange rate | 1.3336 | ||||
Foreign Exchange Forward Contract [Member] | |||||
Derivative [Line Items] | |||||
Derivative Liability, Current | $ 47 | (140) | |||
Increase in other income | $ (20) | ||||
Term Loan [Member] | |||||
Derivative [Line Items] | |||||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 5.50% | ||||
Fair Value, Measurements, Recurring [Member] | |||||
Derivative [Line Items] | |||||
Fair value interest rate swaps | $ 1,042 | (392) | |||
Fair Value, Inputs, Level 2 [Member] | Foreign Exchange Forward Contract [Member] | |||||
Derivative [Line Items] | |||||
Derivative Liability, Current | 47 | (140) | |||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | |||||
Derivative [Line Items] | |||||
Fair value interest rate swaps | 1,042 | $ (392) | |||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Two Thousand Eighteen Swap [Domain] | |||||
Derivative [Line Items] | |||||
Fair value interest rate swaps | 990 | ||||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Two Thousand Fourteen Swaps [Domain] | |||||
Derivative [Line Items] | |||||
Fair value interest rate swaps | $ 52 |
Fair Value Measurements - Measu
Fair Value Measurements - Measurement of Assets and Liabilities at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 30, 2017 |
Fair Value Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Investments | $ 1,952 | $ 2,294 |
Interest rate swaps | 1,042 | (392) |
Fair Value Measurements, Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Investments | 1,952 | 2,294 |
Interest rate swaps | 0 | 0 |
Fair Value Measurements, Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Investments | 0 | 0 |
Interest rate swaps | 1,042 | (392) |
Fair Value Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Investments | 0 | 0 |
Interest rate swaps | 0 | 0 |
Foreign Exchange Forward Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Current | 47 | (140) |
Foreign Exchange Forward Contract [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Current | 0 | 0 |
Foreign Exchange Forward Contract [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Current | 47 | (140) |
Foreign Exchange Forward Contract [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Current | $ 0 | $ 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Company's Fixed Rate Senior Notes and Junior Subordinated Debentures (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 30, 2017 |
6.375% Senior Notes [Member] | Estimated Fair Value [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Debt | $ 315,150 | $ 325,050 |
6.375% Senior Notes [Member] | Carrying Amount [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Debt | 325,555 | 325,000 |
Junior Subordinated Debentures [Member] | Estimated Fair Value [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Debt | 131,775 | 148,098 |
Junior Subordinated Debentures [Member] | Carrying Amount [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Debt | $ 126,852 | $ 127,475 |
Segment Reporting - Revenues an
Segment Reporting - Revenues and Income from Operations for Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jul. 01, 2017 | Jun. 30, 2018 | Jul. 01, 2017 | |
Revenues | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 246,154 | $ 224,260 | $ 453,749 | $ 413,039 |
Segment income (loss) from operations | ||||
Total income from operations | 13,371 | 18,502 | 22,488 | 21,602 |
UNITED STATES | ||||
Revenues | ||||
Revenue from Contract with Customer, Including Assessed Tax | 201,556 | 182,854 | 376,788 | 340,852 |
Segment income (loss) from operations | ||||
Total income from operations | 11,427 | 14,785 | 22,351 | 19,387 |
CANADA | ||||
Revenues | ||||
Revenue from Contract with Customer, Including Assessed Tax | 42,566 | 39,830 | 73,152 | 68,862 |
Segment income (loss) from operations | ||||
Total income from operations | 1,864 | 3,650 | (157) | 1,660 |
Other Segments [Member] | ||||
Revenues | ||||
Revenue from Contract with Customer, Including Assessed Tax | 2,032 | 1,576 | 3,809 | 3,325 |
Segment income (loss) from operations | ||||
Total income from operations | $ 80 | $ 67 | $ 294 | $ 555 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018 | May 31, 2018 | Dec. 30, 2017 | |
Long-term Debt | $ 1,025,786 | $ 989,674 | |
Minute Key Inc. [Member] | |||
Business Acquisition, Name of Acquired Entity | Minute Key Holdings, Inc | ||
Enterprise Value | $ 165,000 | ||
2018 Term Loan [Member] | |||
Long-term Debt | $ 530,000 | $ 0 | |
2018 Term Loan [Member] | Delayed Draw [Member] | |||
Long-term Debt | $ 165,000 |