Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 14, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Trading Symbol | 'HLM | ' |
Entity Registrant Name | 'HILLMAN COMPANIES INC | ' |
Entity Central Index Key | '0001029831 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 5,000 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Successor [Member] | Predecessor [Member] | Predecessor [Member] |
Put Options [Member] | |||
Current assets: | ' | ' | ' |
Cash and cash equivalents | $28,695 | $34,969 | ' |
Restricted investments | 280 | 2,856 | ' |
Accounts receivable, net | 113,030 | 87,515 | ' |
Inventories, net | 195,316 | 177,580 | ' |
Deferred income taxes | 10,269 | 11,096 | ' |
Other current assets | 11,701 | 9,082 | ' |
Total current assets | 359,291 | 323,098 | ' |
Property and equipment, net | 94,794 | 95,818 | ' |
Goodwill | 789,072 | 466,227 | ' |
Other intangibles, net | 572,500 | 362,365 | ' |
Restricted investments | 1,718 | 1,530 | ' |
Deferred financing fees, net | 26,355 | 9,798 | ' |
Investment in trust common securities | 3,261 | 3,261 | ' |
Other assets | 1,764 | 2,759 | ' |
Total assets | 1,848,755 | 1,264,856 | ' |
Current liabilities: | ' | ' | ' |
Accounts payable | 65,009 | 44,369 | ' |
Current portion of senior term loans | 5,500 | 3,968 | ' |
Current portion of capitalized lease and other obligations | 263 | 219 | ' |
Interest payable on junior subordinated debentures | 1,019 | ' | ' |
Accrued expenses: | ' | ' | ' |
Salaries and wages | 27,055 | 11,864 | ' |
Pricing allowances | 6,027 | 6,210 | ' |
Income and other taxes | 4,385 | 3,121 | ' |
Interest | ' | 2,674 | ' |
Deferred compensation | 280 | 2,856 | ' |
Other accrued expenses | 10,449 | 9,031 | ' |
Total current liabilities | 119,987 | 84,312 | ' |
Long term senior term loans | 544,500 | 377,641 | ' |
Bank revolving credit | 16,000 | ' | ' |
Long term capitalized lease and other obligations | 451 | 337 | ' |
Long term senior notes | 330,000 | 271,750 | ' |
Junior subordinated debentures | 131,141 | 114,941 | ' |
Deferred compensation | 1,718 | 1,530 | ' |
Deferred income taxes | 174,602 | 120,060 | ' |
Other non-current liabilities | 3,217 | 15,391 | ' |
Total liabilities | 1,321,616 | 985,962 | ' |
Common stock with put options: | ' | ' | ' |
Common stock, $.01 par, 5,000 shares authorized, None issued and outstanding at June 30, 2014 and 161.2 issued and outstanding at December 31, 2013 | ' | ' | 16,975 |
Commitments and contingencies (Note 6) | ' | ' | ' |
Preferred Stock: | ' | ' | ' |
Preferred stock, $.01 par, 5,000 shares authorized, none issued or outstanding at June 30, 2014 and at December 31, 2013 | ' | ' | ' |
Common Stock: | ' | ' | ' |
Common stock, $.01 par, 5,000 shares authorized, issued and outstanding at June 30, 2014 and 4,838.8 issued and outstanding at December 31, 2013 | ' | ' | ' |
Additional paid-in capital | 542,929 | 292,989 | ' |
Accumulated deficit | -15,790 | -26,199 | ' |
Accumulated other comprehensive loss | ' | -4,871 | ' |
Total stockholders' equity | 527,139 | 261,919 | ' |
Total liabilities and stockholders' equity | $1,848,755 | $1,264,856 | ' |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 |
Successor [Member] | Predecessor [Member] | Put Options [Member] | Put Options [Member] | |
Successor [Member] | Predecessor [Member] | |||
Common stock, par value | ' | ' | $0.01 | $0.01 |
Common stock, shares authorized | ' | ' | 5,000 | 5,000 |
Common stock, shares issued | ' | ' | 0 | 161.2 |
Common stock, shares outstanding | ' | ' | 0 | 161.2 |
Preferred stock, par value | $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 | $0.01 | $0.01 | ' | ' |
Common stock, shares authorized | 5,000 | 5,000 | ' | ' |
Common stock, shares issued | 4,838.80 | 4,838.80 | ' | ' |
Common stock, shares outstanding | 4,838.80 | 4,838.80 | ' | ' |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Comprehensive Loss (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | ||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 29, 2014 | Jun. 30, 2013 | Jun. 29, 2014 | Jun. 30, 2013 | ||
Successor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | |||
Net sales | ' | $202,598 | $192,711 | $357,377 | $336,630 | ||
Cost of sales (exclusive of depreciation and amortization shown separately below) | ' | 103,927 | 100,338 | 183,342 | 173,984 | ||
Selling, general and administrative expenses | ' | 100,919 | 59,783 | 156,762 | 108,152 | ||
Transaction, acquisition and integration expenses | 22,018 | 31,681 | 2,153 | 31,681 | 4,182 | ||
Depreciation | ' | 7,281 | 6,273 | 14,149 | 11,815 | ||
Amortization | ' | 5,549 | 5,559 | 11,093 | 11,005 | ||
Management fees to related party | ' | 15 | ' | 15 | ' | ||
Other (income) expense | ' | 211 | 1,032 | -277 | 2,135 | ||
(Loss) income from operations | -22,018 | -46,985 | 17,573 | -39,388 | 25,357 | ||
Interest expense, net | ' | 11,605 | 12,102 | 23,150 | 24,055 | ||
Interest expense on junior subordinated debentures | ' | 3,153 | 3,153 | 6,305 | 6,305 | ||
Investment income on trust common securities | ' | -94 | -95 | -189 | -189 | ||
(Loss) income before income taxes | -22,018 | -61,649 | 2,413 | -68,654 | -4,814 | ||
Income tax benefit | -6,228 | -21,185 | -2,250 | -24,128 | -4,892 | ||
Net (loss) income | -15,790 | [1] | -40,464 | 4,663 | -44,526 | 78 | |
Net (loss) income (from above) | -15,790 | [1] | -40,464 | 4,663 | -44,526 | 78 | |
Other comprehensive income (loss): | ' | ' | ' | ' | ' | ||
Foreign currency translation adjustments | ' | 3,952 | -4,133 | -95 | [2] | -4,213 | |
Total other comprehensive income (loss) | ' | 3,952 | -4,133 | -95 | -4,213 | ||
Comprehensive (loss) income | ($15,790) | ($36,512) | $530 | ($44,621) | ($4,135) | ||
[1] | The net loss in the Successor period ended June 30, 2014 consists of transaction costs related to the Merger Transaction. | ||||||
[2] | The cumulative foreign translation adjustment is the only item of other comprehensive loss. |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 0 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 29, 2014 | Jun. 30, 2013 | |
Successor [Member] | Predecessor [Member] | Predecessor [Member] | ||
Cash flows from operating activities: | ' | ' | ' | |
Net (loss) income | ($15,790) | [1] | ($44,526) | $78 |
Adjustments to reconcile net (loss) income to net cash provided by (used for) operating activities: | ' | ' | ' | |
Depreciation and amortization | ' | 25,242 | 22,820 | |
Dispositions of property and equipment | ' | ' | 39 | |
Deferred income tax benefit | -6,228 | -24,458 | -6,867 | |
Deferred financing and original issue discount amortization | ' | 1,374 | 1,223 | |
Stock-based compensation expense | ' | 39,229 | 4,840 | |
Other non-cash interest and change in value of interest rate swap | ' | ' | -418 | |
Changes in operating items: | ' | ' | ' | |
Accounts receivable | ' | -25,267 | -25,597 | |
Inventories | ' | -17,851 | -4,419 | |
Other assets | -2,321 | 8,799 | -1,690 | |
Accounts payable | ' | 20,811 | 7,958 | |
Interest payable on junior subordinated debentures | ' | 1,019 | 1,019 | |
Other accrued liabilities | -13,792 | 31,183 | -1,798 | |
Other items, net | -2,026 | -3,843 | 6,653 | |
Net cash (used for) provided by operating activities | -40,157 | 11,712 | 3,841 | |
Cash flows from investing activities: | ' | ' | ' | |
Paulin acquisition | ' | ' | -103,416 | |
Purchase of predecessor equity securities | -727,345 | ' | ' | |
Capital expenditures | ' | -12,933 | -14,611 | |
Net cash used for investing activities | -727,345 | -12,933 | -118,027 | |
Cash flows from financing activities: | ' | ' | ' | |
Borrowings of senior term loans | 550,000 | ' | 76,800 | |
Repayments of senior term loans | -384,407 | -992 | -1,792 | |
Discount on senior term loans | ' | ' | -2,152 | |
Borrowings on revolving credit loans | 16,000 | ' | ' | |
Principal payments under capitalized lease obligations | ' | -84 | -41 | |
Borrowings of senior notes | 330,000 | ' | ' | |
Repayment of senior notes | -265,000 | ' | ' | |
Proceeds from exercise of stock options | ' | 474 | ' | |
Proceeds from sale of successor equity securities | 542,929 | ' | ' | |
Financing fees, net | -26,355 | ' | ' | |
Repayments of other credit obligations | ' | ' | -456 | |
Net cash provided by (used for) financing activities | 763,167 | -602 | 72,359 | |
Effect of exchange rate changes on cash | ' | -116 | -2,806 | |
Net decrease in cash and cash equivalents | -4,335 | -1,939 | -44,633 | |
Cash and cash equivalents at beginning of period | 33,030 | 34,969 | 65,548 | |
Cash and cash equivalents at end of period | ' | 33,030 | 20,915 | |
Supplemental schedule of noncash activities: | ' | ' | ' | |
Fixed assets acquired under capital lease | ' | $241 | $202 | |
[1] | The net loss in the Successor period ended June 30, 2014 consists of transaction costs related to the Merger Transaction. |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement of Stockholders' Equity (USD $) | Predecessor [Member] | Successor [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Other Comprehensive Loss [Member] | |
In Thousands | Predecessor [Member] | Successor [Member] | Predecessor [Member] | Successor [Member] | Predecessor [Member] | Successor [Member] | |||
Balance at Dec. 31, 2013 | $261,919 | ' | $292,989 | ' | ($26,199) | ' | ($4,871) | ' | |
Net loss | -44,526 | ' | ' | ' | -44,526 | ' | ' | ' | |
FMV adjustment to common stock with put options | [1] | -4,876 | ' | -4,876 | ' | ' | ' | ' | ' |
Exercise of stock options | 804 | ' | 804 | ' | ' | ' | ' | ' | |
Change in cumulative foreign currency translation adjustment | [2] | -95 | ' | ' | ' | ' | ' | -95 | ' |
Balance at Jun. 29, 2014 | 213,226 | ' | 288,917 | ' | -70,725 | ' | -4,966 | ' | |
Balance at Mar. 31, 2014 | ' | ' | ' | ' | ' | ' | ' | ' | |
Net loss | -40,464 | ' | ' | ' | ' | ' | ' | ' | |
Change in cumulative foreign currency translation adjustment | 3,952 | ' | ' | ' | ' | ' | ' | ' | |
Balance at Jun. 29, 2014 | 213,226 | 527,139 | ' | 542,929 | ' | -15,790 | ' | ' | |
Net loss | [3] | ' | -15,790 | ' | ' | ' | -15,790 | ' | ' |
Close Predecessor's stockholders' equity at merger date | ' | -213,226 | ' | -288,917 | ' | 70,725 | ' | 4,966 | |
Issue 5,000 shares of common stock | ' | $542,929 | ' | $542,929 | ' | ' | ' | ' | |
Balance at Jun. 30, 2014 | ' | ' | ' | ' | ' | ' | ' | ' | |
[1] | Management of the Predecessor Company controlled 161.2 shares of common stock at December 31, 2013. These shares contained a put feature that allowed redemption at the holder's option. Prior to the June 30, 2014 Merger Transaction, these shares were classified as temporary equity and adjusted to fair value. | ||||||||
[2] | The cumulative foreign translation adjustment is the only item of other comprehensive loss. | ||||||||
[3] | The net loss in the Successor period ended June 30, 2014 consists of transaction costs related to the Merger Transaction. |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statement of Stockholders' Equity (Parenthetical) | 0 Months Ended |
Jun. 30, 2014 | |
Successor [Member] | |
Common Stock [Member] | |
Common stock, shares issued | 5,000 |
Basis_of_Presentation
Basis of Presentation | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Basis of Presentation | ' | ||||||||||||||||
1 | Basis of Presentation: | ||||||||||||||||
The accompanying 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. | |||||||||||||||||
On June 30, 2014, affiliates of CCMP Capital Advisors, LLC (“CCMP”) and Oak Hill Capital Partners (“OHCP”), together with certain current and former members of Hillman’s management, consummated a merger transaction (the “Merger Transaction”) pursuant to the terms and conditions of an Agreement and Plan of Merger dated as of May 16, 2014. As a result of the Merger Transaction, The Hillman Companies, Inc. remained a wholly-owned subsidiary of OHCP HM Acquisition Corp., which changed its name to HMAN Intermediate II Holdings Corp. (“Predecessor Holdco”), and became a wholly-owned subsidiary of HMAN Group Holdings Inc. (“Successor Holdco”). The total consideration paid in the Merger Transaction was approximately $1,502,227 including repayment of outstanding debt and including the value of the Company’s outstanding junior subordinated debentures ($105,443 liquidation value at the time of the Merger Transaction). The merger consideration is subject to certain post-closing working capital and other adjustments. | |||||||||||||||||
Prior to the Merger Transaction, affiliates of OHCP owned 95.6% of the Predecessor Holdco’s outstanding common stock and certain current and former members of management owned 4.4% of the Predecessor Holdco’s outstanding common stock. Upon consummation of the Merger Transaction, affiliates of CCMP owned 80.4% of the Successor Holdco’s outstanding common stock, affiliates of OHCP owned 16.9% of the Successor Holdco’s outstanding common stock, and certain current and former members of management owned 2.7% of the Successor Holdco’s outstanding common stock. | |||||||||||||||||
The Company’s condensed consolidated balance sheet and its related statements of comprehensive loss, cash flows, and stockholders’ equity for the periods presented prior to June 30, 2014 are referenced herein as the predecessor financial statements (the “Predecessor” or “Predecessor Financial Statements”). The Company’s condensed consolidated balance sheet as of June 30, 2014 and its related statements of comprehensive loss, cash flows, and stockholders’ equity for the periods presented subsequent to the Merger Transaction are referenced herein as the successor financial statements (the “Successor” or “Successor Financial Statements”). | |||||||||||||||||
The Successor Financial Statements reflect the preliminary allocation of the aggregate purchase price of approximately $1,502,227, including the value of the Company’s junior subordinated debentures, to the assets and liabilities of Hillman based on fair values at the date of the Merger Transaction in accordance with ASC Topic 805, “Business Combinations.” The Company is in the process of obtaining third-party valuations of certain assets held by the Company at the time of the Merger Transaction, including but not limited to customer relationships, patents, licenses, property and equipment, non-compete agreements and the corresponding impact of deferred income taxes. The Company is also in the process of finalizing its fair value evaluation of inventory. Thus, the allocation of the purchase price is subject to change. Any amounts attributable to such assets are expected to be finalized during 2014. | |||||||||||||||||
The accompanying unaudited condensed consolidated financial statements present information in accordance with generally accepted accounting principles 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 generally accepted accounting principles for complete financial statements. Management believes that the financial statements include all normal recurring accrual adjustments necessary for a fair presentation. Operating results for the six month period ended June 30, 2014 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 31, 2013. | |||||||||||||||||
The Company’s financial statements have been presented on the basis of push down accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 805-50-S99 (Prior authoritative literature: Staff Accounting Bulletin No. 54 Application of “Push Down” Basis of Accounting in Financial Statements of Subsidiaries Acquired by Purchase). FASB ASC 805-50-S99 states that the push down basis of accounting should be used in a purchase transaction in which the entity becomes wholly-owned by another entity. Under the push down basis of accounting, certain transactions incurred by the parent company which would otherwise be accounted for in the accounts of the parent are “pushed down” and recorded on the financial statements of the subsidiary. Accordingly, certain items resulting from the Merger Transaction have been recorded on the financial statements of the Company. | |||||||||||||||||
The following tables reconcile the fair value of the acquired assets and assumed liabilities to the total purchase price: | |||||||||||||||||
Amount | |||||||||||||||||
Fair value of consideration transferred | $ | 1,396,784 | |||||||||||||||
Cash | $ | 28,695 | |||||||||||||||
Accounts Receivable | 113,030 | ||||||||||||||||
Inventory | 195,316 | ||||||||||||||||
Other current assets | 22,250 | ||||||||||||||||
Property and equipment | 94,794 | ||||||||||||||||
Goodwill | 789,072 | ||||||||||||||||
Intangible assets | 572,500 | ||||||||||||||||
Other non-current assets | 3,482 | ||||||||||||||||
Total assets | 1,819,139 | ||||||||||||||||
Less: | |||||||||||||||||
Accounts payable | (65,009 | ) | |||||||||||||||
Deferred income taxes | (174,602 | ) | |||||||||||||||
Junior subordinated debentures | (105,443 | ) | |||||||||||||||
Junior subordinated debentures premium | (22,437 | ) | |||||||||||||||
Other liabilities | (54,864 | ) | |||||||||||||||
Net assets | $ | 1,396,784 | |||||||||||||||
The following table indicates the pro forma financial statements of the Company for the three and six months ended June 30, 2013 and 2014, respectively (including transaction costs $53,699 as discussed in Note 14). The pro forma financial statements give effect to the acquisition, on February 19, 2013, of all of the issued and outstanding Class A common shares of H. Paulin & Co., Limited (the “Paulin Acquisition”) and the Merger Transaction as if they had each occurred on January 1, 2013. | |||||||||||||||||
Three Months | Six Months | Three Months | Six Months | ||||||||||||||
Ended | Ended | Ended | Ended | ||||||||||||||
June 30, 2014 | June 30, 2014 | June 30, 2013 | June 30, 2013 | ||||||||||||||
Net Sales | 202,598 | 357,377 | 192,711 | 352,560 | |||||||||||||
Net Income (Loss) | 1,623 | (4,852 | ) | 1,385 | (38,583 | ) | |||||||||||
The pro-forma results are based on assumptions that the Company believes are reasonable under the circumstances. The pro-forma results are not necessarily indicative of the operating results that would have occurred if the Paulin Acquisition and Merger Transaction had been effective January 1, 2013, nor are they intended to be indicative of results that may occur in the future. The underlying pro-forma information includes the historical results of the Company and Paulin, the Company’s financing arrangements related to the Merger Transaction, and certain purchase accounting adjustments. | |||||||||||||||||
Nature of Operations: | |||||||||||||||||
The Company is comprised of five separate business segments, the largest of which is (1) The Hillman Group, Inc. (the “Hillman Group”) operating primarily in the United States. The other business segments consist of separate subsidiaries of Hillman Group operating in (2) Canada under the names The Hillman Group Canada ULC and H. Paulin & Co., (3) Mexico under the name SunSource Integrated Services de Mexico S.A. de C.V., (4) Florida under the name All Points Industries, Inc., and (5) Australia under the name The Hillman Group Australia Pty. Ltd. Hillman Group provides merchandising services and products such as fasteners and related hardware items; threaded rod and metal shapes; keys, key duplication systems, and accessories; builder’s hardware; and identification items, such as tags and letters, numbers, and signs, to retail outlets, primarily hardware stores, home centers, and mass merchants, pet supply stores, grocery stores, and drug stores. The Canada segment also produces fasteners, stampings, fittings, and processes threaded parts for automotive suppliers, industrial Original Equipment Manufacturers (“OEMs”), and industrial distributors. Through our field sales and service organization, Hillman complements our extensive product selection with value-added services for the retailer. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended | |
Jun. 30, 2014 | ||
Accounting Policies [Abstract] | ' | |
Summary of Significant Accounting Policies | ' | |
2 | 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 31, 2013. Policies included herein were updated for activity in the interim period. | ||
Accounts Receivable and Allowance for Doubtful Accounts: | ||
The Company establishes the allowance for doubtful accounts using the specific identification method and also provides a reserve in the aggregate. The estimates for calculating the aggregate reserve are based on historical collection experience. Increases to the allowance for doubtful accounts result in a corresponding expense. The Company writes off individual accounts receivable when collection becomes improbable. The allowance for doubtful accounts was $784 at June 30, 2014 and $703 at December 31, 2013. | ||
Property and Equipment and Accumulated Depreciation: | ||
Property and equipment, including assets acquired under capital leases, are carried at cost and include expenditures for new facilities and major renewals. Maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from their respective accounts, and the resulting gain or loss is reflected in income from operations. The accumulated depreciation was $61,370 at December 31, 2013 and zero at June 30, 2014, after adjustment to fair value in connection with the Merger Transaction. | ||
Shipping and Handling: | ||
The costs incurred to ship product to customers, including freight and handling expenses, are included in selling, general, and administrative (“SG&A”) expenses on the Company’s condensed consolidated statements of comprehensive loss. The Company’s shipping and handling costs were $8,557 and $7,142 in the three month periods ended June 30, 2014 and 2013, respectively. The Company’s shipping and handling costs were $14,890 and $12,756 in the six month periods ended June 30, 2014 and 2013, respectively. | ||
Use of Estimates in the Preparation of Financial Statements: | ||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 period. Actual results may differ from these estimates. | ||
Reclassifications: | ||
Certain amounts in the prior year financial statements were reclassified to conform to the current year’s presentation. These reclassifications had no impact on the prior periods’ net income or stockholders’ equity. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 6 Months Ended | |
Jun. 30, 2014 | ||
Accounting Changes And Error Corrections [Abstract] | ' | |
Recent Accounting Pronouncements | ' | |
3 | Recent Accounting Pronouncements: | |
The FASB, the SEC, and other accounting organizations or governmental entities from time to time issue new pronouncements or new interpretations of existing accounting standards that require changes to our accounting policies and procedures. To date, the Company’s management does not believe any new pronouncements or interpretations have had a material impact on our consolidated results of operations or financial condition, but future pronouncements or interpretations could require the change of policies or procedures. | ||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The update outlines a five-step model and related application guidance, which replaces most existing revenue recognition guidance. ASU 2014-09 is effective for us in the fiscal year ending December 31, 2017, and for interim periods within that year. | ||
The amendments can be applied retrospectively to each prior reporting period or retrospectively with the cumulative effect of initially applying this standard recognized at the date of initial application. Early application is not permitted. We are currently assessing the impact of implementing this guidance on our consolidated results of operations and financial condition. |
Acquisitions
Acquisitions | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Business Combinations [Abstract] | ' | ||||
Acquisitions | ' | ||||
4 | Acquisitions: | ||||
On February 19, 2013, the Company consummated the Paulin Acquisition. The aggregate purchase price of the Paulin Acquisition was $103,416 paid in cash. On March 31, 2013, H. Paulin & Co., Limited was amalgamated with The Hillman Group Canada ULC and continues as a division operating under the trade name of H. Paulin & Co. (“Paulin”). | |||||
Paulin is a leading Canadian distributor and manufacturer of fasteners, fluid system products, automotive parts, and retail hardware components. Paulin’s distribution facilities are located across Canada in Vancouver, Edmonton, Winnipeg, Toronto, Montreal, and Moncton, as well as in Flint, Michigan and Cleveland, Ohio. Paulin’s manufacturing facilities are located in Ontario, Canada. Paulin’s annual revenues were approximately $146,389 and $145,700 for 2013 and 2012, respectively. | |||||
The following table reconciles the estimated fair value of the acquired assets and assumed liabilities to the total purchase price of the Paulin Acquisition: | |||||
Accounts receivable | $ | 17,259 | |||
Inventory | 55,552 | ||||
Other current assets | 2,701 | ||||
Property and equipment | 16,121 | ||||
Goodwill | 11,687 | ||||
Intangibles | 18,967 | ||||
Total assets acquired | 122,287 | ||||
Less: | |||||
Deferred income taxes | 5,437 | ||||
Liabilities assumed | 13,434 | ||||
Total purchase price | $ | 103,416 | |||
The excess of the purchase price over the net assets has been allocated to goodwill and intangible assets based upon an independent valuation appraisal. The Company made a Section 338(g) election which will impact the deductibility of goodwill for tax purposes. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||
Goodwill and Other Intangible Assets | ' | ||||||||||||||||||||
5 | Goodwill and Other Intangible Assets: | ||||||||||||||||||||
Goodwill represents the excess purchase cost over the fair value of net assets of companies acquired in business combinations. Goodwill is an indefinite lived asset and is assessed for impairment at least annually or more frequently if a triggering event occurs. If the carrying amount of a reporting unit is greater than the fair value, impairment may be present. ASC 350 permits an entity to assess 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 before applying the two-step goodwill impairment model. If it is determined through the qualitative assessment that a reporting unit’s fair value is more likely than not greater than its carrying value, the remaining impairment steps would be unnecessary. The qualitative assessment is optional, allowing companies to go directly to the quantitative assessment. No impairment charges were recorded by the Company in 2014 or 2013. | |||||||||||||||||||||
Goodwill amounts by reporting unit are summarized as follows: | |||||||||||||||||||||
Goodwill at | Acquisitions (1) | Dispositions | Other (2) | Goodwill at | |||||||||||||||||
December 31, 2013 | June 30, 2014 | ||||||||||||||||||||
United States, excluding All Points | $ | 446,382 | $ | 322,478 | $ | — | $ | — | $ | 768,860 | |||||||||||
All Points | 58 | — | — | — | 58 | ||||||||||||||||
Canada | 12,785 | 326 | — | (31 | ) | 13,080 | |||||||||||||||
Mexico | 7,002 | — | — | 72 | 7,074 | ||||||||||||||||
Australia | — | — | — | — | — | ||||||||||||||||
Total | $ | 466,227 | $ | 322,804 | $ | — | $ | 41 | $ | 789,072 | |||||||||||
-1 | Changes in values primarily related to the Merger Transaction. | ||||||||||||||||||||
-2 | These amounts relate to adjustments resulting from fluctuations in foreign currency exchange rates. | ||||||||||||||||||||
The Company also evaluates indefinite-lived intangible assets (primarily trademarks and trade names) for impairment annually or more frequently if events and circumstances indicate that it is more likely than not that the fair value of an indefinite-lived intangible asset is below its carrying amount. ASC 350 permits an entity to assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount before applying the two-step impairment model. In connection with the evaluation, an independent appraiser assessed the value of the Company’s intangible assets based on a relief from royalties, excess earnings, and lost profits discounted cash flow model. An impairment charge is recorded if the carrying amount of an indefinite-lived intangible asset exceeds the estimated fair value on the measurement date. No impairment charges were recorded by the Company in 2014 or 2013. | |||||||||||||||||||||
Definite-lived intangible assets are amortized over their useful lives and are subject to impairment testing. The values assigned to intangible assets were determined by a preliminary appraisal. The intangible asset values may be adjusted by management for changes determined upon completion of work on the independent appraisal. Other intangibles, net, as of June 30, 2014 and December 31, 2013 consist of the following: | |||||||||||||||||||||
Estimated | June 30, | Estimated | December 31, | ||||||||||||||||||
Useful Life | 2014 | Useful Life | 2013 | ||||||||||||||||||
(Years) | (Years) | ||||||||||||||||||||
Customer relationships | 20 | $ | 450,000 | 20 | $ | 341,500 | |||||||||||||||
Trademarks - All Others | Indefinite | 80,000 | Indefinite | 54,082 | |||||||||||||||||
Trademarks - TagWorks | 5 | — | 5 | 240 | |||||||||||||||||
Patents | 20-May | 25,000 | 20-May | 20,250 | |||||||||||||||||
Quick Tag license | 2 | 7,000 | 6 | 11,500 | |||||||||||||||||
Laser Key license | 1.5 | 1,500 | 5 | 1,250 | |||||||||||||||||
KeyWorks license | 6.5 | 4,000 | 10 | 4,100 | |||||||||||||||||
Non-compete agreements | 6.5 | 5,000 | 10-May | 4,450 | |||||||||||||||||
Intangible assets, gross | 572,500 | 437,372 | |||||||||||||||||||
Less: Accumulated amortization | — | 75,007 | |||||||||||||||||||
Other intangibles, net | $ | 572,500 | $ | 362,365 | |||||||||||||||||
The Predecessor’s amortization expense for amortizable intangible assets was $5,549 and $5,559 for the three month periods ended June 30, 2014 and 2013, respectively. The Predecessor’s amortization expense for amortizable intangible assets was $11,093 and $11,005 for the six month periods ended June 30, 2014 and 2013, respectively. The combination of the amortization expense for amortizable assets of the Successor and Predecessor for the year ended December 31, 2014 is estimated to be $26,576. For the years ended December 31, 2015, 2016, 2017, 2018, and 2019, the Successor’s amortization expense for amortizable assets is estimated to be $30,966, $28,213, $26,463, $26,463, and $25,843, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended | |
Jun. 30, 2014 | ||
Commitments And Contingencies Disclosure [Abstract] | ' | |
Commitments and Contingencies | ' | |
6 | Commitments and Contingencies: | |
The Company self-insures our 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 the liability of approximately $1,435 recorded for such risk insurance reserves is adequate as of June 30, 2014. | ||
As of June 30, 2014, the Company has provided certain vendors and insurers letters of credit aggregating $3,633 related to our product purchases and insurance coverage of product liability, workers’ compensation, and general liability. | ||
The Company self-insures our group health claims up to an annual stop loss limit of $200 per participant. Aggregate coverage is maintained for annual group health insurance claims in excess of 125% of expected claims. 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 the liability of approximately $2,368 recorded for such group health insurance reserves is adequate as of June 30, 2014. | ||
On October 1, 2013, 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 we are willfully and deliberately infringing the patent, grant a permanent injunction, and award unspecified monetary damages to Minute Key Inc. | ||
Following a status conference on March 5, 2014, the court assigned the case for mediation. Prior to the mediation, Minute Key Inc. 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. Both motions remain pending before the court. The court-ordered mediation was held on April 23, 2014 but no settlement was reached. Shortly after the mediation session, however, Minute Key Inc. provided Hillman Group with a covenant promising not to sue for infringement of the newly-issued patent against any existing Hillman Group product, including the FastKey™ and Key Express™ products. | ||
Hillman Group filed motions 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 motions also remain pending before the court. | ||
Because the lawsuit remains in a preliminary stage, it is not yet possible to assess the impact, if any, that the lawsuit will have on the Company. However, Hillman Group intends to continue to pursue the lawsuit vigorously and believes that it has meritorious claims for invalidity of Minute Key Inc.’s patent and for Minute Key Inc.’s unfair competition. | ||
On July 14, 2014, PrimeSource Building Products, Inc., a supplier of products and materials in the building, construction, and do-it-yourself industries (“PrimeSource”), filed a complaint against Hillman Group in the United States District Court for the Northern District of Texas (Dallas Division) alleging trademark infringement, unfair competition, and unjust enrichment. On July 30, 2014, PrimeSource filed a motion for preliminary injunction. On August 8, 2014, Hillman Group filed a motion to dismiss the complaint and also intends to file a memorandum in opposition to the motion regarding PrimeSource’s preliminary injunction motion. | ||
Because the lawsuit is in a preliminary stage, it is not yet possible to assess the impact, if any, that the lawsuit will have on the Company. However, Hillman Group believes that it has meritorious defenses to the claims and intends to defend the lawsuit vigorously. | ||
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 | 6 Months Ended | |
Jun. 30, 2014 | ||
Related Party Transactions [Abstract] | ' | |
Related Party Transactions | ' | |
7 | Related Party Transactions: | |
Gregory Mann and Gabrielle Mann are employed by the All Points subsidiary of Hillman. All Points leases an industrial warehouse and office facility from companies under the control of the Manns. The Company has recorded rental expense for the lease of this facility on an arm’s length basis. The rental expense for the lease of this facility was $82 for the three month periods ended June 30, 2014 and 2013. The rental expense for the lease of this facility was $165 for the six month periods ended June 30, 2014 and 2013. | ||
In connection with the Paulin Acquisition, the Company entered into three leases for five properties containing 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 is employed by The Hillman Group Canada ULC, 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 Company has recorded rental expense for the three leases on an arm’s length basis. The rental expense for the lease of this facility was $190 and $201 for the three month periods ended June 30, 2014 and 2013, respectively. The rental expense for the lease of this facility was $376 and $293 for the six month periods ended June 30, 2014 and 2013, respectively. |
Income_Taxes
Income Taxes | 6 Months Ended | |
Jun. 30, 2014 | ||
Income Tax Disclosure [Abstract] | ' | |
Income Taxes | ' | |
8 | Income Taxes: | |
The Company’s policy is to estimate income taxes for interim periods based on estimated annual effective tax rates. These are derived, in part, from expected pre-tax income or loss. Accordingly, the Company applied an estimated annual effective tax rate to the interim period pre-tax loss in the one day Successor period ended June 30, 2014, the six and three month Predecessor periods ended June 29, 2014, and the six and three month Predecessor periods ended June 30, 2013 to calculate the income tax benefit in accordance with the principal method prescribed by ASC 740-270, the accounting guidance established for computing income taxes in interim periods. | ||
The effective income tax rate was 28.3% for the one day Successor period ended June 30, 2014. The effective income tax rates were 35.1% and 101.6% for the six month Predecessor periods ended June 29, 2014 and June 30, 2013, respectively. The effective income tax rates were 34.4% and -93.2% for the three month Predecessor periods ended June 29, 2014 and June 30, 2013, respectively. | ||
The effective income tax rate differed from the federal statutory rate in the one day Successor period ended June 30, 2014 and the six and three month Predecessor periods ended June 29, 2014 primarily due to certain non-deductible costs associated with the Merger Transaction. The effective income tax rate also differed from the federal statutory rate in the six and three month Predecessor periods ended June 29, 2014 due to a current period benefit caused by the effect of changes in certain state income tax rates on the Company’s deferred tax assets and liabilities. The effective income tax rate differed from the federal statutory rate in the six and three month Predecessor periods ended June 30, 2013 primarily due to a current period benefit caused by the effect of changes in certain state income tax rates on the Company’s deferred tax assets and liabilities and the reduction of valuation reserves related to certain deferred tax assets. The remaining differences between the federal statutory rate and the effective tax rate in the one day Successor period ended June 30, 2014 was primarily due to state income taxes. The remaining differences between the federal statutory rate and the effective tax rate in the six and three month Predecessor periods ended June 29, 2014 and June 30, 2013 were primarily due to state and foreign income taxes. |
LongTerm_Debt
Long-Term Debt | 6 Months Ended | |
Jun. 30, 2014 | ||
Debt Disclosure [Abstract] | ' | |
Long-Term Debt | ' | |
9 | Long-Term Debt: | |
Concurrent with the consummation of the Merger Transaction, Hillman Companies and certain of its subsidiaries closed on a $620,000 senior secured credit facility (the “Senior Facilities”), consisting of a $550,000 term loan and a $70,000 revolving credit facility (“Revolver”). The term loan portion of the Senior Facilities has a seven year term and the Revolver has a five year term. For the first fiscal quarter after June 30, 2014, the Senior Facilities provide term loan borrowings at interest rates based on a LIBOR plus a LIBOR Spread of 3.50%, or an Alternate Base Rate (“ABR”) plus an ABR Spread of 2.50%. The LIBOR is subject to a minimum floor rate of 1.00% and the ABR is subject to a minimum floor of 2.00%. Additionally, the Senior Facilities provide Revolver borrowings at interest rates based on a LIBOR plus a LIBOR Spread of 3.25%, or an ABR plus an ABR Spread of 2.25%. There is no minimum floor rate for Revolver loans. After the initial fiscal quarter, the borrowing rate shall be adjusted quarterly on a prospective basis on each adjustment date based upon total leverage ratio for initial term loans and the senior secured leverage ratio for Revolver loans. | ||
Concurrent with the consummation of the Merger Transaction, Hillman Group issued $330,000 aggregate principal amount of its senior notes due July 15, 2022 (the “6.375% Senior Notes”), which are guaranteed by Hillman Companies and its domestic subsidiaries other than the Hillman Group Capital Trust. Hillman Group pays interest on the 6.375% Senior Notes semi-annually on January 15 and July 15 of each year. | ||
Prior to the consummation of the Merger Transaction, the Company, through Hillman Group, was party to a Senior Credit Agreement (the “Prior Credit Agreement”), consisting of a $30,000 revolving credit line and a $384,400 term loan. The facilities under the Prior Credit Agreement had a maturity date of May 28, 2017. In addition, the Company, through Hillman Group, had issued $265,000 in aggregate principal amount of 10.875% Senior Notes that were scheduled to mature on June 1, 2018. In connection with the Merger Transaction, both the Prior Credit Agreement and the 10.875% Senior Notes were repaid and terminated. | ||
The Company pays interest to the Hillman Group Capital Trust (“Trust”) on the Junior Subordinated Debentures underlying the Trust Preferred Securities at the rate of 11.6% per annum on their face amount of $105,443, or $12,231 per annum in the aggregate. The Trust will redeem the Trust Preferred Securities when the Junior Subordinated Debentures are repaid, or at maturity on September 30, 2027. The Trust distributes an equivalent amount to the holders of the Trust Preferred Securities. Pursuant to the Indenture that governs the Trust Preferred Securities, the Trust is able to defer distribution payments to holders of the Trust Preferred Securities for a period that cannot exceed 60 months (the “Deferral Period”). During a Deferral Period, the Company is required to accrue the full amount of all interest payable, and such deferred interest payable would become immediately payable by the Company at the end of the Deferral Period. There were no deferrals of distribution payments to holders of the Trust Preferred Securities in 2014 or 2013. | ||
The Senior Facilities provide for customary events of default, including but not limited to, payment defaults, breach of representations or covenants, cross-defaults, bankruptcy events, failure to pay judgments, attachment of its assets, change of control, and the issuance of an order of dissolution. Certain of these events of default are subject to notice and cure periods or materiality thresholds. The Company is also required to comply, in certain circumstances, with a senior secured net leverage ratio covenant. This covenant only applies if, at the end of a fiscal quarter, there are outstanding Revolver borrowings in excess of 35% of the total revolving commitments. As of June 30, 2014, the Revolver loan amount of $16,000 and outstanding letters of credit of approximately $3,600 represented 28% of total revolving commitments and this financial covenant was not in effect. The occurrence of an event of default permits the lenders under the Senior Facilities to accelerate repayment of all amounts due. The Company was in compliance with all provisions and covenants of the Senior Facilities as of June 30, 2014. |
Common_and_Preferred_Stock
Common and Preferred Stock | 6 Months Ended | |
Jun. 30, 2014 | ||
Equity [Abstract] | ' | |
Common and Preferred Stock | ' | |
10 | Common and Preferred Stock: | |
The Hillman Companies has one class of common stock, with 5,000 shares authorized, issued, and outstanding as of June 30, 2014. All outstanding shares of Hillman Companies common stock are owned by Successor Holdco. | ||
Under the terms of the Stockholders Agreement for the Predecessor Holdco common stock, (the “Predecessor Stockholders Agreement”), management shareholders had the ability to put their shares back to Predecessor Holdco under certain conditions, including death or disability. ASC 480-10-S99 requires shares to be classified outside of permanent equity if they can be redeemed and the redemption is not solely within the control of the issuer. Further, if it is determined that redemption of the shares is probable, the shares are marked to redemption value which equals fair value at each balance sheet date with the change in fair value recorded in additional paid-in capital. Accordingly, the 161.2 shares of common stock held by management at December 31, 2013 were recorded outside permanent equity and were adjusted to the fair value of $16,975. The terms of the HMAN Group Holdings Inc. 2014 Equity Incentive Plan (the “Successor Equity Incentive Plan”) for Successor Holdco common stock does not grant put rights to management shareholders and no common stock held by management at June 30, 2014 is recorded outside permanent equity. | ||
The Hillman Companies has one class of preferred stock, with 5,000 shares authorized and none issued or outstanding as of June 30, 2014. |
StockBased_Compensation
Stock-Based Compensation | 6 Months Ended | |
Jun. 30, 2014 | ||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | |
Stock-Based Compensation | ' | |
11 | Stock-Based Compensation: | |
Effective May 28, 2010, the Predecessor established the OHCP HM Acquisition Corp. 2010 Stock Option Plan, as amended (the “Predecessor Option Plan”), pursuant to which Predecessor Holdco granted non-qualified stock options for the purchase of Predecessor Holdco common stock. Immediately prior to the consummation of the Merger Transaction, there were outstanding options to purchase 44,180 shares of Predecessor Holdco common stock. In connection with the Merger Transaction, the Predecessor Option Plan was terminated, and all options outstanding thereunder were cancelled. Upon consummation of the Merger Transaction, each outstanding option to purchase shares of Predecessor Holdco common stock was converted into the right to receive, in cash, a portion of the merger consideration in the Merger Transaction. | ||
Option holders were not required by the terms of the Predecessor Option Plan or the Predecessor Stockholders Agreement to hold the shares for any period of time following exercise. Liability classification was required because this arrangement permits the holders to put the shares back without being exposed to the risks and rewards of the shares for a reasonable period of time. Consistent with past practice, the Company has elected to use the intrinsic value method to value the options. Immediately prior to the cancelation of the Predecessor Option Plan, the stock option liability was $48,517. | ||
Effective June 30, 2014, Successor Holdco established the HMAN Group Holdings Inc. 2014 Equity Incentive Plan, pursuant to which Successor Holdco may grant options, stock appreciation rights, restricted stock, and other stock-based awards for up to an aggregate of 44,021 shares of its common stock. The Successor Equity Incentive Plan is administered by a committee of the Successor Holdco board of directors. Such committee determines the terms of each stock-based award grant under the Successor Equity Incentive Plan, except that the exercise price of any granted options and the grant price of any granted stock appreciation rights may not be lower than the fair market value of one share of common stock of Successor Holdco as of the date of grant. As of June 30, 2014, no stock-based awards have been granted under the Successor Equity Incentive Plan. |
Derivatives_and_Hedging
Derivatives and Hedging | 6 Months Ended | |
Jun. 30, 2014 | ||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ' | |
Derivatives and Hedging | ' | |
12 | Derivatives and Hedging: | |
The Company uses derivative financial instruments to manage our exposures to (1) interest rate fluctuations on our floating rate senior debt; (2) price fluctuations in metal commodities used in our key products; and (3) 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 June 24, 2010, the Company entered into a forward Interest Rate Swap Agreement (the “2010 Swap”) with a two-year term for a notional amount of $115,000. The forward start date of the 2010 Swap was May 31, 2011 and it terminated on May 31, 2013. The 2010 Swap fixed the interest rate at 2.47% plus the applicable interest rate margin. | ||
The 2010 Swap was initially designated as a cash flow hedge. Effective April 18, 2011, the Company executed the second amendment to the Prior Credit Agreement which modified the interest rate on the prior senior facilities (the “Prior Senior Facilities”). The critical terms for the 2010 Swap no longer matched the terms of the amended Prior Senior Facilities and the 2010 Swap was de-designated. | ||
The 2010 Swap had no value at June 30, 2014 or at December 31, 2013. Adjustments of $418 to the fair value of the 2010 Swap were recorded in the second quarter of 2013 as a reduction in interest expense in the statement of condensed consolidated comprehensive loss for the favorable change in fair value since December 31, 2012. | ||
Interest Rate Cap Agreements - On May 20, 2013, the Company entered into an Interest Rate Cap Agreement (the “2013 Rate Cap No. 1”) with a two-year term for a notional amount of $150,000 and the maximum LIBOR interest rate set at 1.25%. 2013 Rate Cap No. 1 became effective on May 28, 2013 and was terminated effective as of June 19, 2014. | ||
On May 20, 2013, the Company entered into an Interest Rate Cap Agreement (the “2013 Rate Cap No. 2”) with a two-year term for a notional amount of $75,000 and the maximum LIBOR interest rate set at 1.25%. 2013 Rate Cap No. 2 became effective on May 28, 2013 and was terminated effective as of June 19, 2014. | ||
The fair value of the interest rate caps was zero and $53 as of June 30, 2014 and December 31, 2013, respectively. Prior to their termination on June 19, 2014, the interest rate caps were reported on the condensed consolidated balance sheets in other non-current assets. | ||
The Company’s interest rate cap 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 unrealized loss of $12 and realized gain of $2 on these derivatives was recognized on the condensed consolidated statement of comprehensive loss in the second quarter of 2014. | ||
Foreign Currency Forward Contract - During 2013, the Company entered into multiple foreign currency forward contracts (the “2013 FX Contracts”) with maturity dates ranging from July 2013 to December 2014 and a total notional amount of C$42,050. The 2013 FX Contracts fixed the Canadian to U.S. dollar forward exchange rate at points ranging from 1.02940 to 1.08210. The purpose of the 2013 FX Contracts was to manage the Company’s exposure to fluctuations in the exchange rate of the Canadian dollar. | ||
During the first and second quarters of 2014, the Company entered into multiple foreign currency forward contracts (the “2014 FX Contracts”) with maturity dates ranging from March 2014 to March 2015 and a total notional amount of C$15,696. The 2014 FX Contracts fixed the Canadian to U.S. dollar forward exchange rate at points ranging from 1.11000 to 1.12670. The purpose of the 2014 FX Contracts was to manage the Company’s exposure to fluctuations in the exchange rate of the Canadian dollar. | ||
The total fair value of the 2013 FX Contracts and 2014 FX Contracts was ($331) and ($42) as of June 30, 2014 and December 31, 2013, respectively, and was reported on the condensed consolidated balance sheets in other current liabilities. An increase in other expense of $289 was recorded in the statement of comprehensive loss for the unfavorable change in fair value from December 31, 2013. | ||
The Company’s FX 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. |
Fair_Value_Measurements
Fair Value Measurements | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
13 | 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 accounting guidance establishes a hierarchy which requires an entity to maximize the use of quoted market prices and minimize the use of unobservable inputs. An asset or liability’s level is based on the lowest level of input that is significant to the fair value measurement. | |||||||||||||||||
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, 2014 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Trading securities | $ | 1,998 | $ | — | $ | — | $ | 1,998 | |||||||||
Foreign exchange forward contracts | — | (331 | ) | — | (331 | ) | |||||||||||
As of December 31, 2013 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Trading securities | $ | 4,386 | $ | — | $ | — | $ | 4,386 | |||||||||
Interest rate caps | — | 53 | — | 53 | |||||||||||||
Foreign exchange forward contracts | — | (42 | ) | — | (42 | ) | |||||||||||
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 restricted investments on the accompanying condensed consolidated balance sheets. | |||||||||||||||||
For the three months ended June 30, 2014 and 2013, the unrealized gains (losses) on these securities of $77 and ($69), respectively, were recorded as other income. For the six months ended June 30, 2014 and 2013, the unrealized gains on these securities of $95 and $69, respectively, were recorded as other income. An offsetting entry for the same amount, adjusting the deferred compensation liability and compensation expense within SG&A, was also recorded. | |||||||||||||||||
The Company utilizes interest rate cap and 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 during the term of the cap and swap contracts. | |||||||||||||||||
Prior to their termination on June 19, 2014, the interest rate caps were reported on the condensed consolidated balance sheets in other non-current assets. | |||||||||||||||||
The 2010 Swap expired in May 2013 and had no value as of June 30, 2014. | |||||||||||||||||
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 contracts. | |||||||||||||||||
As of June 30, 2014, the foreign exchange forward contracts were included in other current liabilities on the accompanying condensed consolidated balance sheet. | |||||||||||||||||
The fair value of the Company’s fixed rate senior notes and junior subordinated debentures as of June 30, 2014 and December 31, 2013 were determined by utilizing current trading prices obtained from indicative market data. As a result, the fair value measurement of the Company’s senior term loans is considered to be Level 2. | |||||||||||||||||
June 30, 2014 | December 31, 2013 | ||||||||||||||||
Carrying | Estimated | Carrying | Estimated | ||||||||||||||
Amount | Fair Value | Amount | Fair Value | ||||||||||||||
6.375% Senior Notes | $ | 330,000 | $ | 330,000 | $ | — | $ | — | |||||||||
10.875% Senior Notes | — | — | 271,750 | 285,538 | |||||||||||||
Junior Subordinated Debentures | 131,141 | 131,141 | 114,941 | 131,480 | |||||||||||||
The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, and accounts payable approximate fair value because of the short term maturity of these instruments and the carrying value of the variable rate senior term loans approximates fair value as the interest rate is variable and approximates current market rates. |
Transaction_Acquisition_and_In
Transaction, Acquisition and Integration Expenses | 6 Months Ended | |
Jun. 30, 2014 | ||
Business Combinations [Abstract] | ' | |
Transaction, Acquisition and Integration Expenses | ' | |
14 | Transaction, Acquisition, and Integration Expenses: | |
In the three and six month periods ended June 29, 2014, the Predecessor incurred $31,681 in transaction expenses primarily for investment banking, legal, and advisory services related to the Merger Transaction. In the one day period ended June 30, 2014, the Successor incurred $22,018 in transaction expenses primarily for legal, professional, and other advisory services in connection with the acquisition of the Company. The Successor transaction expenses include a payment of $15,000 to CCMP Capital Advisors for services related to the Merger Transaction. | ||
The Predecessor incurred $2,153 and $4,182 in the three and six month periods ended June 30, 2013, respectively, for acquisition and integration costs related to the Paulin Acquisition. |
Segment_Reporting
Segment Reporting | 6 Months Ended | ||||||||||||||
Jun. 30, 2014 | |||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||
Segment Reporting | ' | ||||||||||||||
15 | Segment Reporting: | ||||||||||||||
The Company’s segment reporting structure uses the Company’s management reporting structure as the foundation for how the Company manages our business. The Company periodically evaluates our segment reporting structure in accordance with ASC 350-20-55 and we have concluded that we have five reportable segments as of June 30, 2014. During 2013, the operations of the Paulin Acquisition were combined into the operations of the Canada segment. The United States segment, excluding All Points, and the Canada segment are considered material by the Company’s management as of June 30, 2014. The segments are as follows: | |||||||||||||||
• | United States – excluding the All Points division | ||||||||||||||
• | All Points | ||||||||||||||
• | Canada | ||||||||||||||
• | Mexico | ||||||||||||||
• | Australia | ||||||||||||||
The United States segment distributes fasteners and related hardware items, threaded rod, keys, key duplicating systems, accessories, and identification items, such as tags and letters, numbers, and signs to hardware stores, home centers, mass merchants, and other retail outlets primarily in the United States. This segment also provides innovative pet identification tag programs to a leading pet products retail chain using a unique, patent-protected/patent-pending technology and product portfolio. | |||||||||||||||
The All Points segment is a Florida-based distributor of commercial and residential fasteners catering to the hurricane protection industry in the southern United States. All Points has positioned itself as a major supplier to manufacturers of railings, screen enclosures, windows, and hurricane shutters. | |||||||||||||||
The Canada segment distributes fasteners and related hardware items, threaded rod, keys, key duplicating systems, accessories, and identification items, such as tags and letters, numbers, and signs to hardware stores, home centers, mass merchants, industrial distributors, automotive aftermarket distributors, and other retail outlets and industrial Original Equipment Manufacturers (“OEMs”) in Canada. The Canada segment also produces fasteners, stampings, fittings, and processes threaded parts for automotive suppliers and industrial OEMs. | |||||||||||||||
The Mexico segment distributes fasteners and related hardware items to hardware stores, home centers, mass merchants, and other retail outlets in Mexico. | |||||||||||||||
The Australia segment distributes keys, key duplicating systems, and accessories to home centers and other retail outlets in Australia. | |||||||||||||||
The Company uses profit or loss from operations to evaluate the performance of our segments. Profit or loss from operations is defined as income from operations before interest and tax expenses. Hillman accounts for intersegment sales and transfers as if the sales or transfers were to third parties, at current market prices. Segment revenue excludes sales between segments, which is consistent with the segment revenue information provided to the Company’s chief operating decision maker. Segment Income (Loss) from Operations for Mexico and Australia include insignificant costs allocated from the United States, excluding All Points segment, while the remaining operating segments do not include any allocations. | |||||||||||||||
The transaction expenses incurred in connection with the Merger Transaction were recorded in the United States segment. For further information, see Note 14, Transaction, Acquisition, and Integration Expenses. | |||||||||||||||
The table below presents revenues and income from operations for our reportable segments for the three and six months ended June 30, 2014 and 2013. | |||||||||||||||
Successor | Predecessor | ||||||||||||||
One Day | Three Months | Three Months | |||||||||||||
Ended | Ended | Ended | |||||||||||||
June 30, | June 29, | June 30, | |||||||||||||
2014 | 2014 | 2013 | |||||||||||||
Revenues | |||||||||||||||
United States excluding All Points | $ | — | $ | 150,901 | $ | 142,851 | |||||||||
All Points | — | 5,674 | 5,881 | ||||||||||||
Canada | — | 43,846 | 42,073 | ||||||||||||
Mexico | — | 1,886 | 1,703 | ||||||||||||
Australia | — | 291 | 203 | ||||||||||||
Total revenues | $ | — | $ | 202,598 | $ | 192,711 | |||||||||
Segment (Loss) Income from Operations | |||||||||||||||
United States excluding All Points | $ | (22,018 | ) | $ | (51,467 | ) | $ | 15,108 | |||||||
All Points | — | 598 | 613 | ||||||||||||
Canada | — | 3,760 | 2,251 | ||||||||||||
Mexico | — | 200 | 116 | ||||||||||||
Australia | — | (76 | ) | (515 | ) | ||||||||||
Total (loss) income from operations | $ | (22,018 | ) | $ | (46,985 | ) | $ | 17,573 | |||||||
Successor | Predecessor | ||||||||||||||
One Day | Six Months | Six Months | |||||||||||||
Ended | Ended | Ended | |||||||||||||
June 30, | June 29, | June 30, | |||||||||||||
2014 | 2014 | 2013 | |||||||||||||
Revenues | |||||||||||||||
United States excluding All Points | $ | — | $ | 269,009 | $ | 261,696 | |||||||||
All Points | — | 10,238 | 10,534 | ||||||||||||
Canada | — | 73,867 | 60,385 | ||||||||||||
Mexico | — | 3,620 | 3,670 | ||||||||||||
Australia | — | 643 | 345 | ||||||||||||
Total revenues | $ | — | $ | 357,377 | $ | 336,630 | |||||||||
Segment (Loss) Income from Operations | |||||||||||||||
United States excluding All Points | $ | (22,018 | ) | $ | (44,830 | ) | $ | 22,152 | |||||||
All Points | — | 896 | 984 | ||||||||||||
Canada | — | 4,214 | 2,417 | ||||||||||||
Mexico | — | 446 | 512 | ||||||||||||
Australia | — | (114 | ) | (708 | ) | ||||||||||
Total (loss) income from operations | $ | (22,018 | ) | $ | (39,388 | ) | $ | 25,357 | |||||||
Assets by segment as of June 30, 2014 and December 31, 2013 were as follows: | |||||||||||||||
Successor | Predecessor | ||||||||||||||
June 30, | December 31, | ||||||||||||||
2014 | 2013 | ||||||||||||||
Assets | |||||||||||||||
United States excluding All Points | $ | 1,513,875 | $ | 936,008 | |||||||||||
All Points | 9,253 | 8,379 | |||||||||||||
Canada | 305,696 | 300,906 | |||||||||||||
Mexico | 18,033 | 17,964 | |||||||||||||
Australia | 1,898 | 1,599 | |||||||||||||
Total Assets | $ | 1,848,755 | $ | 1,264,856 | |||||||||||
Successor | Predecessor | ||||||||||||||
June 30, | December 31, | ||||||||||||||
2014 | 2013 | ||||||||||||||
Cash and cash equivalents | |||||||||||||||
United States excluding All Points | $ | 24,692 | $ | 27,632 | |||||||||||
All Points | 168 | 714 | |||||||||||||
Canada | 2,411 | 5,039 | |||||||||||||
Mexico | 1,416 | 1,570 | |||||||||||||
Australia | 8 | 14 | |||||||||||||
Total Cash and cash equivalents | $ | 28,695 | $ | 34,969 | |||||||||||
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Nature of Operations | ' |
Nature of Operations: | |
The Company is comprised of five separate business segments, the largest of which is (1) The Hillman Group, Inc. (the “Hillman Group”) operating primarily in the United States. The other business segments consist of separate subsidiaries of Hillman Group operating in (2) Canada under the names The Hillman Group Canada ULC and H. Paulin & Co., (3) Mexico under the name SunSource Integrated Services de Mexico S.A. de C.V., (4) Florida under the name All Points Industries, Inc., and (5) Australia under the name The Hillman Group Australia Pty. Ltd. Hillman Group provides merchandising services and products such as fasteners and related hardware items; threaded rod and metal shapes; keys, key duplication systems, and accessories; builder’s hardware; and identification items, such as tags and letters, numbers, and signs, to retail outlets, primarily hardware stores, home centers, and mass merchants, pet supply stores, grocery stores, and drug stores. The Canada segment also produces fasteners, stampings, fittings, and processes threaded parts for automotive suppliers, industrial Original Equipment Manufacturers (“OEMs”), and industrial distributors. Through our field sales and service organization, Hillman complements our extensive product selection with value-added services for the retailer. | |
Accounts Receivable and Allowance for Doubtful Accounts | ' |
Accounts Receivable and Allowance for Doubtful Accounts: | |
The Company establishes the allowance for doubtful accounts using the specific identification method and also provides a reserve in the aggregate. The estimates for calculating the aggregate reserve are based on historical collection experience. Increases to the allowance for doubtful accounts result in a corresponding expense. The Company writes off individual accounts receivable when collection becomes improbable. The allowance for doubtful accounts was $784 at June 30, 2014 and $703 at December 31, 2013. | |
Property and Equipment and Accumulated Depreciation | ' |
Property and Equipment and Accumulated Depreciation: | |
Property and equipment, including assets acquired under capital leases, are carried at cost and include expenditures for new facilities and major renewals. Maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from their respective accounts, and the resulting gain or loss is reflected in income from operations. The accumulated depreciation was $61,370 at December 31, 2013 and zero at June 30, 2014, after adjustment to fair value in connection with the Merger Transaction. | |
Shipping and Handling | ' |
Shipping and Handling: | |
The costs incurred to ship product to customers, including freight and handling expenses, are included in selling, general, and administrative (“SG&A”) expenses on the Company’s condensed consolidated statements of comprehensive loss. The Company’s shipping and handling costs were $8,557 and $7,142 in the three month periods ended June 30, 2014 and 2013, respectively. The Company’s shipping and handling costs were $14,890 and $12,756 in the six month periods ended June 30, 2014 and 2013, respectively. | |
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 accounting principles generally accepted in the United States 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 period. Actual results may differ from these estimates. | |
Reclassifications | ' |
Reclassifications: | |
Certain amounts in the prior year financial statements were reclassified to conform to the current year’s presentation. These reclassifications had no impact on the prior periods’ net income or stockholders’ equity. | |
Basis_of_Presentation_Tables
Basis of Presentation (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Reconcile Fair Value of Acquired Assets and Assumed Liabilities to Total Purchase Price | ' | ||||||||||||||||
The following tables reconcile the fair value of the acquired assets and assumed liabilities to the total purchase price: | |||||||||||||||||
Amount | |||||||||||||||||
Fair value of consideration transferred | $ | 1,396,784 | |||||||||||||||
Cash | $ | 28,695 | |||||||||||||||
Accounts Receivable | 113,030 | ||||||||||||||||
Inventory | 195,316 | ||||||||||||||||
Other current assets | 22,250 | ||||||||||||||||
Property and equipment | 94,794 | ||||||||||||||||
Goodwill | 789,072 | ||||||||||||||||
Intangible assets | 572,500 | ||||||||||||||||
Other non-current assets | 3,482 | ||||||||||||||||
Total assets | 1,819,139 | ||||||||||||||||
Less: | |||||||||||||||||
Accounts payable | (65,009 | ) | |||||||||||||||
Deferred income taxes | (174,602 | ) | |||||||||||||||
Junior subordinated debentures | (105,443 | ) | |||||||||||||||
Junior subordinated debentures premium | (22,437 | ) | |||||||||||||||
Other liabilities | (54,864 | ) | |||||||||||||||
Net assets | $ | 1,396,784 | |||||||||||||||
Summary of Pro Forma Financial Statements of Company | ' | ||||||||||||||||
The following table indicates the pro forma financial statements of the Company for the three and six months ended June 30, 2013 and 2014, respectively (including transaction costs $53,699 as discussed in Note 14). The pro forma financial statements give effect to the acquisition, on February 19, 2013, of all of the issued and outstanding Class A common shares of H. Paulin & Co., Limited (the “Paulin Acquisition”) and the Merger Transaction as if they had each occurred on January 1, 2013. | |||||||||||||||||
Three Months | Six Months | Three Months | Six Months | ||||||||||||||
Ended | Ended | Ended | Ended | ||||||||||||||
June 30, 2014 | June 30, 2014 | June 30, 2013 | June 30, 2013 | ||||||||||||||
Net Sales | 202,598 | 357,377 | 192,711 | 352,560 | |||||||||||||
Net Income (Loss) | 1,623 | (4,852 | ) | 1,385 | (38,583 | ) | |||||||||||
Paulin [Member] | ' | ||||||||||||||||
Reconcile Fair Value of Acquired Assets and Assumed Liabilities to Total Purchase Price | ' | ||||||||||||||||
The following table reconciles the estimated fair value of the acquired assets and assumed liabilities to the total purchase price of the Paulin Acquisition: | |||||||||||||||||
Accounts receivable | $ | 17,259 | |||||||||||||||
Inventory | 55,552 | ||||||||||||||||
Other current assets | 2,701 | ||||||||||||||||
Property and equipment | 16,121 | ||||||||||||||||
Goodwill | 11,687 | ||||||||||||||||
Intangibles | 18,967 | ||||||||||||||||
Total assets acquired | 122,287 | ||||||||||||||||
Less: | |||||||||||||||||
Deferred income taxes | 5,437 | ||||||||||||||||
Liabilities assumed | 13,434 | ||||||||||||||||
Total purchase price | $ | 103,416 | |||||||||||||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||
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 31, 2013 | June 30, 2014 | ||||||||||||||||||||
United States, excluding All Points | $ | 446,382 | $ | 322,478 | $ | — | $ | — | $ | 768,860 | |||||||||||
All Points | 58 | — | — | — | 58 | ||||||||||||||||
Canada | 12,785 | 326 | — | (31 | ) | 13,080 | |||||||||||||||
Mexico | 7,002 | — | — | 72 | 7,074 | ||||||||||||||||
Australia | — | — | — | — | — | ||||||||||||||||
Total | $ | 466,227 | $ | 322,804 | $ | — | $ | 41 | $ | 789,072 | |||||||||||
-1 | Changes in values primarily related to the Merger Transaction. | ||||||||||||||||||||
-2 | These amounts relate to adjustments resulting from fluctuations in foreign currency exchange rates. | ||||||||||||||||||||
Components of Other Intangibles, Net | ' | ||||||||||||||||||||
Other intangibles, net, as of June 30, 2014 and December 31, 2013 consist of the following: | |||||||||||||||||||||
Estimated | June 30, | Estimated | December 31, | ||||||||||||||||||
Useful Life | 2014 | Useful Life | 2013 | ||||||||||||||||||
(Years) | (Years) | ||||||||||||||||||||
Customer relationships | 20 | $ | 450,000 | 20 | $ | 341,500 | |||||||||||||||
Trademarks - All Others | Indefinite | 80,000 | Indefinite | 54,082 | |||||||||||||||||
Trademarks - TagWorks | 5 | — | 5 | 240 | |||||||||||||||||
Patents | 20-May | 25,000 | 20-May | 20,250 | |||||||||||||||||
Quick Tag license | 2 | 7,000 | 6 | 11,500 | |||||||||||||||||
Laser Key license | 1.5 | 1,500 | 5 | 1,250 | |||||||||||||||||
KeyWorks license | 6.5 | 4,000 | 10 | 4,100 | |||||||||||||||||
Non-compete agreements | 6.5 | 5,000 | 10-May | 4,450 | |||||||||||||||||
Intangible assets, gross | 572,500 | 437,372 | |||||||||||||||||||
Less: Accumulated amortization | — | 75,007 | |||||||||||||||||||
Other intangibles, net | $ | 572,500 | $ | 362,365 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
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, 2014 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Trading securities | $ | 1,998 | $ | — | $ | — | $ | 1,998 | |||||||||
Foreign exchange forward contracts | — | (331 | ) | — | (331 | ) | |||||||||||
As of December 31, 2013 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Trading securities | $ | 4,386 | $ | — | $ | — | $ | 4,386 | |||||||||
Interest rate caps | — | 53 | — | 53 | |||||||||||||
Foreign exchange forward contracts | — | (42 | ) | — | (42 | ) | |||||||||||
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, 2014 and December 31, 2013 were determined by utilizing current trading prices obtained from indicative market data. As a result, the fair value measurement of the Company’s senior term loans is considered to be Level 2. | |||||||||||||||||
June 30, 2014 | December 31, 2013 | ||||||||||||||||
Carrying | Estimated | Carrying | Estimated | ||||||||||||||
Amount | Fair Value | Amount | Fair Value | ||||||||||||||
6.375% Senior Notes | $ | 330,000 | $ | 330,000 | $ | — | $ | — | |||||||||
10.875% Senior Notes | — | — | 271,750 | 285,538 | |||||||||||||
Junior Subordinated Debentures | 131,141 | 131,141 | 114,941 | 131,480 |
Segment_Reporting_Tables
Segment Reporting (Tables) | 6 Months Ended | ||||||||||||||
Jun. 30, 2014 | |||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||
Revenues and Income from Operations for Reportable Segments | ' | ||||||||||||||
The table below presents revenues and income from operations for our reportable segments for the three and six months ended June 30, 2014 and 2013. | |||||||||||||||
Successor | Predecessor | ||||||||||||||
One Day | Three Months | Three Months | |||||||||||||
Ended | Ended | Ended | |||||||||||||
June 30, | June 29, | June 30, | |||||||||||||
2014 | 2014 | 2013 | |||||||||||||
Revenues | |||||||||||||||
United States excluding All Points | $ | — | $ | 150,901 | $ | 142,851 | |||||||||
All Points | — | 5,674 | 5,881 | ||||||||||||
Canada | — | 43,846 | 42,073 | ||||||||||||
Mexico | — | 1,886 | 1,703 | ||||||||||||
Australia | — | 291 | 203 | ||||||||||||
Total revenues | $ | — | $ | 202,598 | $ | 192,711 | |||||||||
Segment (Loss) Income from Operations | |||||||||||||||
United States excluding All Points | $ | (22,018 | ) | $ | (51,467 | ) | $ | 15,108 | |||||||
All Points | — | 598 | 613 | ||||||||||||
Canada | — | 3,760 | 2,251 | ||||||||||||
Mexico | — | 200 | 116 | ||||||||||||
Australia | — | (76 | ) | (515 | ) | ||||||||||
Total (loss) income from operations | $ | (22,018 | ) | $ | (46,985 | ) | $ | 17,573 | |||||||
Successor | Predecessor | ||||||||||||||
One Day | Six Months | Six Months | |||||||||||||
Ended | Ended | Ended | |||||||||||||
June 30, | June 29, | June 30, | |||||||||||||
2014 | 2014 | 2013 | |||||||||||||
Revenues | |||||||||||||||
United States excluding All Points | $ | — | $ | 269,009 | $ | 261,696 | |||||||||
All Points | — | 10,238 | 10,534 | ||||||||||||
Canada | — | 73,867 | 60,385 | ||||||||||||
Mexico | — | 3,620 | 3,670 | ||||||||||||
Australia | — | 643 | 345 | ||||||||||||
Total revenues | $ | — | $ | 357,377 | $ | 336,630 | |||||||||
Segment (Loss) Income from Operations | |||||||||||||||
United States excluding All Points | $ | (22,018 | ) | $ | (44,830 | ) | $ | 22,152 | |||||||
All Points | — | 896 | 984 | ||||||||||||
Canada | — | 4,214 | 2,417 | ||||||||||||
Mexico | — | 446 | 512 | ||||||||||||
Australia | — | (114 | ) | (708 | ) | ||||||||||
Total (loss) income from operations | $ | (22,018 | ) | $ | (39,388 | ) | $ | 25,357 | |||||||
Assets by Segment | ' | ||||||||||||||
Assets by segment as of June 30, 2014 and December 31, 2013 were as follows: | |||||||||||||||
Successor | Predecessor | ||||||||||||||
June 30, | December 31, | ||||||||||||||
2014 | 2013 | ||||||||||||||
Assets | |||||||||||||||
United States excluding All Points | $ | 1,513,875 | $ | 936,008 | |||||||||||
All Points | 9,253 | 8,379 | |||||||||||||
Canada | 305,696 | 300,906 | |||||||||||||
Mexico | 18,033 | 17,964 | |||||||||||||
Australia | 1,898 | 1,599 | |||||||||||||
Total Assets | $ | 1,848,755 | $ | 1,264,856 | |||||||||||
Successor | Predecessor | ||||||||||||||
June 30, | December 31, | ||||||||||||||
2014 | 2013 | ||||||||||||||
Cash and cash equivalents | |||||||||||||||
United States excluding All Points | $ | 24,692 | $ | 27,632 | |||||||||||
All Points | 168 | 714 | |||||||||||||
Canada | 2,411 | 5,039 | |||||||||||||
Mexico | 1,416 | 1,570 | |||||||||||||
Australia | 8 | 14 | |||||||||||||
Total Cash and cash equivalents | $ | 28,695 | $ | 34,969 | |||||||||||
Basis_of_Presentation_Addition
Basis of Presentation - Additional Information (Detail) (USD $) | 0 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | ||||||||
In Thousands, unless otherwise specified | 16-May-14 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | 16-May-14 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
Segment | CCMP Capital Advisors, LLC [Member] | Successor [Member] | Non-Recurring [Member] | Non-Recurring [Member] | Junior Subordinated Debentures [Member] | Oak Hill Capital Partners [Member] | Oak Hill Capital Partners [Member] | Oak Hill Capital Partners [Member] | Members of management [Member] | Members of management [Member] | ||
CCMP Capital Advisors, LLC [Member] | Predecessor [Member] | Successor [Member] | Predecessor [Member] | Successor [Member] | ||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Date of acquisition | ' | ' | ' | ' | ' | ' | ' | 30-Jun-14 | ' | ' | ' | ' |
Date of Merger | ' | ' | ' | ' | ' | ' | ' | 16-May-14 | ' | ' | ' | ' |
Fair value of consideration transferred | $1,502,227 | $1,396,784 | ' | $1,502,227 | ' | ' | ' | ' | ' | ' | ' | ' |
Liquidation outstanding junior subordinated debentures | ' | ' | ' | ' | ' | ' | 105,443 | ' | ' | ' | ' | ' |
Ownership in common stock | ' | ' | 80.40% | ' | ' | ' | ' | ' | 95.60% | 16.90% | 4.40% | 2.70% |
Business acquisition related costs | ' | ' | ' | ' | $53,699 | $53,699 | ' | ' | ' | ' | ' | ' |
Number of business segments | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis_of_Presentation_Reconcil
Basis of Presentation - Reconcile Fair Value of Acquired Assets and Assumed Liabilities to Total Purchase Price (Detail) (USD $) | 0 Months Ended | 6 Months Ended | |
In Thousands, unless otherwise specified | 16-May-14 | Jun. 30, 2014 | Dec. 31, 2013 |
Business Combination Separately Recognized Transactions [Abstract] | ' | ' | ' |
Fair value of consideration transferred | $1,502,227 | $1,396,784 | ' |
Cash | ' | 28,695 | ' |
Accounts receivable | ' | 113,030 | ' |
Inventory | ' | 195,316 | ' |
Other current assets | ' | 22,250 | ' |
Property and equipment | ' | 94,794 | ' |
Goodwill | ' | 789,072 | 466,227 |
Intangible assets | ' | 572,500 | ' |
Other non-current assets | ' | 3,482 | ' |
Total assets acquired | ' | 1,819,139 | ' |
Accounts payable | ' | -65,009 | ' |
Deferred income taxes | ' | -174,602 | ' |
Junior subordinated debentures | ' | -105,443 | ' |
Junior subordinated debentures premium | ' | -22,437 | ' |
Other liabilities | ' | -54,864 | ' |
Total purchase price | ' | $1,396,784 | ' |
Basis_of_Presentation_Summary_
Basis of Presentation - Summary of Pro Forma Financial Statements of Company (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Business Combinations [Abstract] | ' | ' | ' | ' |
Net Sales | $202,598 | $192,711 | $357,377 | $352,560 |
Net Income (Loss) | $1,623 | $1,385 | ($4,852) | ($38,583) |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
Accounting Policies [Abstract] | ' | ' | ' | ' | ' |
Allowance for doubtful accounts | $784 | ' | $784 | ' | $703 |
Accumulated depreciation | 0 | ' | 0 | ' | 61,370 |
Shipping and handling costs | $8,557 | $7,142 | $14,890 | $12,756 | ' |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (Paulin [Member], USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Feb. 19, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Paulin [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Aggregate purchase price, cash paid | $103,416 | ' | ' | ' |
Date of acquisition | ' | 19-Feb-13 | ' | ' |
Revenues | ' | ' | $146,389 | $145,700 |
Acquisitions_Reconciliation_of
Acquisitions - Reconciliation of Estimated Fair Value of Acquired Assets and Assumed Liabilities (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Feb. 19, 2013 |
In Thousands, unless otherwise specified | Paulin [Member] | ||
Business Acquisition [Line Items] | ' | ' | ' |
Accounts receivable | $113,030 | ' | $17,259 |
Inventory | 195,316 | ' | 55,552 |
Other current assets | 22,250 | ' | 2,701 |
Property and equipment | 94,794 | ' | 16,121 |
Goodwill | 789,072 | 466,227 | 11,687 |
Intangibles | 572,500 | ' | 18,967 |
Total assets acquired | 1,819,139 | ' | 122,287 |
Deferred income taxes | 174,602 | ' | 5,437 |
Liabilities assumed | ' | ' | 13,434 |
Total purchase price | $1,396,784 | ' | $103,416 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||||
In Thousands, unless otherwise specified | Jun. 29, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 29, 2014 | Jun. 30, 2014 | Jun. 30, 2013 |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' |
Impairment charges | ' | ' | ' | ' | $0 | $0 |
Impairment charges for indefinite-lived intangible assets | ' | ' | ' | ' | 0 | 0 |
Estimated amortization expense for current year | ' | 26,576 | ' | ' | 26,576 | ' |
Predecessor [Member] | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' |
Amortization expense | 5,549 | 5,549 | 5,559 | 11,093 | 11,093 | 11,005 |
Successor [Member] | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' |
Future amortization expense, 2015 | ' | 30,966 | ' | ' | 30,966 | ' |
Future amortization expense, 2016 | ' | 28,213 | ' | ' | 28,213 | ' |
Future amortization expense, 2017 | ' | 26,463 | ' | ' | 26,463 | ' |
Future amortization expense, 2018 | ' | 26,463 | ' | ' | 26,463 | ' |
Future amortization expense, 2019 | ' | $25,843 | ' | ' | $25,843 | ' |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Summary of Goodwill Amounts by Reporting Unit (Detail) (USD $) | 6 Months Ended | 6 Months Ended | ||||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
United States, Excluding All Points [Member] | All Points [Member] | All Points [Member] | Canada [Member] | Mexico [Member] | Australia [Member] | Australia [Member] | ||
Goodwill [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill, Beginning balance | $466,227 | $446,382 | $58 | $58 | $12,785 | $7,002 | ' | ' |
Acquisitions | 322,804 | 322,478 | ' | ' | 326 | ' | ' | ' |
Dispositions | ' | ' | ' | ' | ' | ' | ' | ' |
Other | 41 | ' | ' | ' | -31 | 72 | ' | ' |
Goodwill, Ending balance | $789,072 | $768,860 | $58 | $58 | $13,080 | $7,074 | ' | ' |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets - Components of Other Intangibles, Net (Detail) (USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | $572,500 | $437,372 |
Less: Accumulated amortization | ' | 75,007 |
Other intangibles, net | 572,500 | 362,365 |
Customer Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated Useful Life | '20 years | '20 years |
Intangible assets, gross | 450,000 | 341,500 |
Trademarks - All Others [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated Useful Life | 'Indefinite | 'Indefinite |
Indefinite Intangible assets, gross | 80,000 | 54,082 |
Trademarks - TagWorks [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated Useful Life | '5 years | '5 years |
Intangible assets, gross | ' | 240 |
Patents [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | 25,000 | 20,250 |
Patents [Member] | Minimum [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated Useful Life | '5 years | '5 years |
Patents [Member] | Maximum [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated Useful Life | '20 years | '20 years |
Quick Tag License [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated Useful Life | '2 years | '6 years |
Intangible assets, gross | 7,000 | 11,500 |
Laser Key License [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated Useful Life | '1 year 6 months | '5 years |
Intangible assets, gross | 1,500 | 1,250 |
KeyWorks License [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated Useful Life | '6 years 6 months | '10 years |
Intangible assets, gross | 4,000 | 4,100 |
Non-compete Agreements [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated Useful Life | '6 years 6 months | ' |
Intangible assets, gross | $5,000 | $4,450 |
Non-compete Agreements [Member] | Minimum [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated Useful Life | ' | '5 years |
Non-compete Agreements [Member] | Maximum [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated Useful Life | ' | '10 years |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Loss Contingencies [Line Items] | ' |
Losses up to per occurrence related to product liability, automotive, workers' compensation and general liability | $250 |
Liability recorded for such risk insurance reserves | 1,435 |
Aggregate vendors and insurers letters of credit related to product purchases and insurance coverage of product liability, workers' compensation and general liability | 3,633 |
Group health claims up to annual stop loss limit per participant | 200 |
Annual group health insurance claims in excess of expected claims | 125.00% |
Liability recorded for such group health insurance reserves | 2,368 |
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 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Capital Leased Assets [Line Items] | ' | ' | ' | ' |
Rental expense for the leases | $82 | $82 | $165 | $165 |
Paulin [Member] | ' | ' | ' | ' |
Capital Leased Assets [Line Items] | ' | ' | ' | ' |
Rental expense for the leases | $190 | $201 | $376 | $293 |
Number of leases | ' | ' | 3 | ' |
Number of properties leased | ' | ' | 5 | ' |
Lease agreement date | ' | ' | 19-Feb-13 | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) | 0 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 29, 2014 | Jun. 30, 2013 | Jun. 29, 2014 | Jun. 30, 2013 | |
Successor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | |
Income Tax Contingency [Line Items] | ' | ' | ' | ' | ' |
Effective income tax rates | 28.30% | 34.40% | -93.20% | 35.10% | 101.60% |
LongTerm_Debt_Additional_Infor
Long-Term Debt - Additional Information (Detail) (USD $) | 0 Months Ended | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 |
Debt Instrument [Line Items] | ' | ' | ' |
Credit facility | $620,000 | $620,000 | ' |
Interest underlying the Trust Preferred Securities | ' | 11.60% | ' |
Face amount Subordinated Debentures underlying Trust Preferred Securities | 105,443 | 105,443 | ' |
Aggregate amount of Subordinated Debentures underlying Trust Preferred Securities | ' | 12,231 | ' |
Deferral Period of distribution payments to holders of the Trust Preferred Securities | '60 months | ' | ' |
Deferrals of distribution payments to holders of Trust Preferred Securities | ' | 0 | 0 |
Trust Preferred Securities, redemption description | ' | 'The Trust will redeem the Trust Preferred Securities when the Junior Subordinated Debentures are repaid, or at maturity on September 30, 2027. | ' |
Maturity date of trust preferred securities | ' | 30-Sep-27 | ' |
Loan outstanding amount | 3,633 | 3,633 | ' |
Prior Credit Agreement [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Senior Notes, maturity date | ' | 28-May-17 | ' |
Term Loan [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Credit facility | 550,000 | 550,000 | ' |
Maturity term of loan | ' | '7 years | ' |
Debt instrument variable rate description | ' | 'The Senior Facilities provide term loan borrowings at interest rates based on a LIBOR plus a LIBOR Spread of 3.50%, or an Alternate Base Rate ("ABR") plus an ABR Spread of 2.50%. | ' |
Term Loan [Member] | Prior Credit Agreement [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Credit facility | 30,000 | 30,000 | ' |
Revolving Credit Facility [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Credit facility | 70,000 | 70,000 | ' |
Maturity term of loan | ' | '5 years | ' |
Debt instrument variable rate description | ' | 'The Senior Facilities provide Revolver borrowings at interest rates based on a LIBOR plus a LIBOR Spread of 3.25%, or an ABR plus an ABR Spread of 2.25%. There is no minimum floor rate for Revolver loans. | ' |
Debt instrument maximum borrowing capacity | ' | 35.00% | ' |
Loan outstanding amount | 16,000 | 16,000 | ' |
Revolving Credit Facility [Member] | Prior Credit Agreement [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Credit facility | 384,400 | 384,400 | ' |
Letter of Credit [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt instrument maximum borrowing capacity | ' | 28.00% | ' |
Loan outstanding amount | 3,600 | 3,600 | ' |
6.375% Senior Notes [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Principal amount of Senior Notes | 330,000 | 330,000 | ' |
Interest rate on Senior Notes | 6.38% | 6.38% | ' |
Senior Notes, maturity date | ' | 15-Jul-22 | ' |
10.875% Senior Notes [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Senior Notes, maturity date | ' | 1-Jun-18 | ' |
10.875% Senior Notes [Member] | Prior Credit Agreement [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Principal amount of Senior Notes | $265,000 | $265,000 | ' |
Interest rate on Senior Notes | 10.88% | 10.88% | ' |
LIBOR Rate [Member] | Term Loan [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt instrument spread variable rate | ' | 3.50% | ' |
LIBOR Rate [Member] | Term Loan [Member] | Minimum [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt instrument floor rate | ' | 1.00% | ' |
LIBOR Rate [Member] | Revolving Credit Facility [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt instrument spread variable rate | ' | 3.25% | ' |
Alternate Base Rate [Member] | Term Loan [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt instrument spread variable rate | ' | 2.50% | ' |
Alternate Base Rate [Member] | Term Loan [Member] | Minimum [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt instrument floor rate | ' | 2.00% | ' |
Alternate Base Rate [Member] | Revolving Credit Facility [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt instrument spread variable rate | ' | 2.25% | ' |
Common_and_Preferred_Stock_Add
Common and Preferred Stock - Additional Information (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | Put Options [Member] | |
Class of Stock [Line Items] | ' | ' |
Common stock, shares authorized | 5,000 | ' |
Common stock, shares issued | 5,000 | ' |
Common stock, shares outstanding | 5,000 | ' |
Common stock held by management | 0 | 161.2 |
Fair value adjusted to common stock | ' | $16,975 |
Preferred stock, shares authorized | 5,000 | ' |
Preferred stock, shares issued | 0 | ' |
Preferred stock, shares outstanding | 0 | ' |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | Jun. 30, 2014 |
In Thousands, except Share data, unless otherwise specified | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Outstanding options | 44,180 |
Common stock options granted, maximum | 44,021 |
Equity Incentive Plan [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Common stock options granted, maximum | 0 |
Employee Stock Option [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Stock option liability | 48,517 |
Derivatives_and_Hedging_Additi
Derivatives and Hedging - Additional Information (Detail) | 6 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||
Jun. 30, 2014 | Dec. 31, 2013 | Jun. 24, 2010 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 24, 2010 | 20-May-13 | Jun. 30, 2014 | 20-May-13 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
USD ($) | USD ($) | 2010 Swap [Member] | 2010 Swap [Member] | 2010 Swap [Member] | 2010 Swap [Member] | 2010 Swap [Member] | 2013 Rate Cap No. 1 [Member] | 2013 Rate Cap No. 1 [Member] | 2013 Rate Cap No. 2 [Member] | 2013 Rate Cap No. 2 [Member] | 2013 FX Contracts [Member] | 2013 FX Contracts [Member] | 2013 FX Contracts [Member] | 2013 FX Contracts [Member] | 2013 FX Contracts [Member] | 2013 FX Contracts [Member] | 2014 FX Contracts [Member] | 2014 FX Contracts [Member] | 2014 FX Contracts [Member] | 2014 FX Contracts [Member] | 2014 FX Contracts [Member] | 2014 FX Contracts [Member] | 2014 FX Contracts [Member] | Foreign Exchange Forward Contract [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | CAD | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | CAD | CAD | USD ($) | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | USD ($) | ||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of derivative instrument | ' | ' | '2 years | ' | ' | ' | ' | '2 years | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional amount of derivative instrument | ' | ' | ' | ' | ' | ' | $115,000,000 | $150,000,000 | ' | $75,000,000 | ' | ' | 42,050,000 | ' | ' | ' | ' | 15,696,000 | 15,696,000 | ' | ' | ' | ' | ' | ' |
Fixed interest rate of 2010 Swap | ' | ' | ' | ' | ' | ' | 2.47% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective date of agreement | ' | ' | ' | ' | 31-May-11 | ' | ' | 28-May-13 | ' | 28-May-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Termination date of derivative | ' | ' | ' | ' | 31-May-13 | ' | ' | ' | 19-Jun-14 | ' | 19-Jun-14 | ' | ' | 31-Jul-13 | ' | 31-Dec-14 | ' | ' | ' | ' | 31-Mar-14 | 31-Mar-14 | 31-Mar-15 | 31-Mar-15 | ' |
Fair value of interest expense | ' | ' | ' | 418,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of derivative liability | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | -331,000 | ' | ' | ' | ' | ' | ' | ' | -42,000 | ' | ' | ' | ' | ' |
LIBOR interest rate | ' | ' | ' | ' | ' | ' | ' | 1.25% | ' | 1.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of interest rate caps | 0 | 53,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrealized loss recognized on derivatives | 12,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Realized gain recognized on derivatives | 2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forward exchange rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.0294 | ' | 1.0821 | ' | ' | ' | ' | 1.11 | ' | 1.1267 | ' |
Increase in other expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $289,000 |
Fair_Value_Measurements_Measur
Fair Value Measurements - Measurement of Assets and Liabilities at Fair Value on Recurring Basis (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Interest rate caps | $0 | $53 |
Fair Value Measurements, Recurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Trading securities | 1,998 | 4,386 |
Interest rate caps | ' | 53 |
Foreign exchange forward contracts | -331 | -42 |
Fair Value, Inputs, Level 1 [Member] | Fair Value Measurements, Recurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Trading securities | 1,998 | 4,386 |
Interest rate caps | ' | ' |
Foreign exchange forward contracts | ' | ' |
Fair Value, Inputs, Level 2 [Member] | Fair Value Measurements, Recurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Trading securities | ' | ' |
Interest rate caps | ' | 53 |
Foreign exchange forward contracts | -331 | -42 |
Fair Value, Inputs, Level 3 [Member] | Fair Value Measurements, Recurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Trading securities | ' | ' |
Interest rate caps | ' | ' |
Foreign exchange forward contracts | ' | ' |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ' | ' | ' | ' |
Unrealized gains (losses) on securities recorded as other income | $77 | ($69) | $95 | $69 |
2010 Swap [Member] | ' | ' | ' | ' |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ' | ' | ' | ' |
Interest rate swap | $0 | ' | $0 | ' |
Termination date of derivative | ' | ' | 31-May-13 | ' |
2013 Rate Cap No. 2 [Member] | ' | ' | ' | ' |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ' | ' | ' | ' |
Termination date of derivative | ' | ' | 19-Jun-14 | ' |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value of Company's Fixed Rate Senior Notes and Junior Subordinated Debentures (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
6.375% Senior Notes [Member] | Estimated Fair Value [Member] | ' | ' |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ' | ' |
Debt | $330,000 | ' |
6.375% Senior Notes [Member] | Carrying Amount [Member] | ' | ' |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ' | ' |
Debt | 330,000 | ' |
10.875% Senior Notes [Member] | Estimated Fair Value [Member] | ' | ' |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ' | ' |
Debt | ' | 285,538 |
10.875% Senior Notes [Member] | Carrying Amount [Member] | ' | ' |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ' | ' |
Debt | ' | 271,750 |
Junior Subordinated Debentures [Member] | Estimated Fair Value [Member] | ' | ' |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ' | ' |
Debt | 131,141 | 131,480 |
Junior Subordinated Debentures [Member] | Carrying Amount [Member] | ' | ' |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ' | ' |
Debt | $131,141 | $114,941 |
Fair_Value_Measurements_Fair_V1
Fair Value Measurements - Fair Value of Company's Fixed Rate Senior Notes and Junior Subordinated Debentures (Parenthetical) (Detail) | Jun. 30, 2014 | Dec. 31, 2013 |
6.375% Senior Notes [Member] | ' | ' |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ' | ' |
Interest rate on Senior Notes | 6.38% | 6.38% |
10.875% Senior Notes [Member] | ' | ' |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ' | ' |
Interest rate on Senior Notes | 10.88% | 10.88% |
Transaction_Acquisition_and_In1
Transaction, Acquisition and Integration Expenses - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 29, 2014 | Jun. 30, 2013 | Jun. 29, 2014 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 |
Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Successor [Member] | Successor [Member] | |
Paulin [Member] | Paulin [Member] | CCMP Capital Advisors, LLC [Member] | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition and integration costs | $31,681 | $2,153 | $31,681 | $4,182 | $2,153 | $4,182 | $22,018 | $15,000 |
Segment_Reporting_Additional_I
Segment Reporting - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2014 | |
Segment | |
Segment Reporting [Abstract] | ' |
Number of reportable segments | 5 |
Segment_Reporting_Revenues_and
Segment Reporting - Revenues and Income from Operations for Reportable Segments (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 29, 2014 | Jun. 30, 2013 | Jun. 29, 2014 | Jun. 30, 2013 | Jun. 29, 2014 | Jun. 30, 2013 | Jun. 29, 2014 | Jun. 30, 2013 | Jun. 29, 2014 | Jun. 30, 2013 | Jun. 29, 2014 | Jun. 30, 2013 | Jun. 29, 2014 | Jun. 30, 2013 | Jun. 29, 2014 | Jun. 30, 2013 | Jun. 29, 2014 | Jun. 30, 2013 | Jun. 29, 2014 | Jun. 30, 2013 | Jun. 29, 2014 | Jun. 30, 2013 | Jun. 29, 2014 | Jun. 30, 2013 |
Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | |
United States, Excluding All Points [Member] | All Points [Member] | Canada [Member] | Mexico [Member] | Australia [Member] | United States, Excluding All Points [Member] | United States, Excluding All Points [Member] | United States, Excluding All Points [Member] | United States, Excluding All Points [Member] | All Points [Member] | All Points [Member] | All Points [Member] | All Points [Member] | Canada [Member] | Canada [Member] | Canada [Member] | Canada [Member] | Mexico [Member] | Mexico [Member] | Mexico [Member] | Mexico [Member] | Australia [Member] | Australia [Member] | Australia [Member] | Australia [Member] | ||||||
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenues | ' | ' | ' | ' | ' | ' | $202,598 | $192,711 | $357,377 | $336,630 | $150,901 | $142,851 | $269,009 | $261,696 | $5,674 | $5,881 | $10,238 | $10,534 | $43,846 | $42,073 | $73,867 | $60,385 | $1,886 | $1,703 | $3,620 | $3,670 | $291 | $203 | $643 | $345 |
Segment (Loss) Income from Operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income (loss) from operations | ($22,018) | ($22,018) | ' | ' | ' | ' | ($46,985) | $17,573 | ($39,388) | $25,357 | ($51,467) | $15,108 | ($44,830) | $22,152 | $598 | $613 | $896 | $984 | $3,760 | $2,251 | $4,214 | $2,417 | $200 | $116 | $446 | $512 | ($76) | ($515) | ($114) | ($708) |
Segment_Reporting_Assets_by_Se
Segment Reporting - Assets by Segment (Detail) (USD $) | Jun. 30, 2014 | Jun. 29, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 29, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] |
United States, Excluding All Points [Member] | All Points [Member] | Canada [Member] | Mexico [Member] | Australia [Member] | United States, Excluding All Points [Member] | All Points [Member] | Canada [Member] | Mexico [Member] | Australia [Member] | |||||||
Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Assets | $1,848,755 | ' | $1,513,875 | $9,253 | $305,696 | $18,033 | $1,898 | ' | $1,264,856 | ' | ' | $936,008 | $8,379 | $300,906 | $17,964 | $1,599 |
Cash & cash equivalents | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Cash & cash equivalents | $28,695 | $33,030 | $24,692 | $168 | $2,411 | $1,416 | $8 | $33,030 | $34,969 | $20,915 | $65,548 | $27,632 | $714 | $5,039 | $1,570 | $14 |