Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 27, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | HLM | ||
Entity Registrant Name | HILLMAN COMPANIES INC | ||
Entity Central Index Key | 1029831 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 5,000 | ||
Entity Public Float | $128,176,632 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Goodwill | $621,560 | $466,227 |
Current liabilities: | ||
Current portion of capitalized lease and other obligations | 207 | |
Put Options [Member] | ||
Common stock with put options: | ||
Common stock, $.01 par, 5,000 shares authorized, none issued and outstanding at December 31, 2014 and 161.2 issued and outstanding at December 31, 2013 | 16,975 | |
Successor [Member] | ||
Current assets: | ||
Cash and cash equivalents | 18,485 | |
Restricted investments | 494 | |
Accounts receivable, net | 89,884 | |
Inventories, net | 204,723 | |
Deferred income taxes, net | 13,239 | |
Other current assets | 10,324 | |
Total current assets | 337,149 | |
Property and equipment, net | 114,531 | |
Goodwill | 621,560 | |
Other intangibles, net | 798,941 | |
Restricted investments | 1,750 | |
Deferred financing fees, net | 24,407 | |
Investment in trust common securities | 3,261 | |
Other assets | 1,414 | |
Total assets | 1,903,013 | |
Current liabilities: | ||
Accounts payable | 66,462 | |
Current portion of senior term loans | 5,500 | |
Current portion of capitalized lease and other obligations | 207 | |
Accrued expenses: | ||
Salaries and wages | 5,247 | |
Pricing allowances | 6,662 | |
Income and other taxes | 3,301 | |
Interest | 10,587 | |
Deferred compensation | 494 | |
Other accrued expenses | 7,423 | |
Total current liabilities | 105,883 | |
Long-term senior term loans | 541,750 | |
Long-term capitalized lease and other obligations | 400 | |
Long-term senior notes | 330,000 | |
Junior subordinated debentures | 130,685 | |
Deferred compensation | 1,750 | |
Deferred income taxes, net | 273,781 | |
Other non-current liabilities | 5,621 | |
Total liabilities | 1,389,870 | |
Common stock with put options: | ||
Commitments and contingencies (Note 17) | ||
Preferred Stock: | ||
Preferred stock, $.01 par, 5,000 shares authorized, none issued and outstanding at December 31, 2014 and 2013 | ||
Common Stock: | ||
Common stock, $.01 par, 5,000 shares authorized, issued and outstanding at December 31, 2014 and 4,838.8 issued and outstanding at December 31, 2013 | 0 | |
Additional paid-in capital | 544,604 | |
Accumulated deficit | -18,937 | |
Accumulated other comprehensive loss | -12,524 | |
Total stockholders' equity | 513,143 | |
Total liabilities and stockholders' equity | 1,903,013 | |
Predecessor [Member] | ||
Current assets: | ||
Cash and cash equivalents | 34,969 | |
Restricted investments | 2,856 | |
Accounts receivable, net | 87,515 | |
Inventories, net | 177,580 | |
Deferred income taxes, net | 11,096 | |
Other current assets | 9,082 | |
Total current assets | 323,098 | |
Property and equipment, net | 95,818 | |
Goodwill | 466,227 | |
Other intangibles, net | 362,365 | |
Restricted investments | 1,530 | |
Deferred financing fees, net | 9,798 | |
Investment in trust common securities | 3,261 | |
Other assets | 2,759 | |
Total assets | 1,264,856 | |
Current liabilities: | ||
Accounts payable | 44,369 | |
Current portion of senior term loans | 3,968 | |
Current portion of capitalized lease and other obligations | 219 | |
Accrued expenses: | ||
Salaries and wages | 11,864 | |
Pricing allowances | 6,210 | |
Income and other taxes | 3,121 | |
Interest | 2,674 | |
Deferred compensation | 2,856 | |
Other accrued expenses | 9,031 | |
Total current liabilities | 84,312 | |
Long-term senior term loans | 377,641 | |
Long-term capitalized lease and other obligations | 337 | |
Long-term senior notes | 271,750 | |
Junior subordinated debentures | 114,941 | |
Deferred compensation | 1,530 | |
Deferred income taxes, net | 120,060 | |
Other non-current liabilities | 15,391 | |
Total liabilities | 985,962 | |
Common stock with put options: | ||
Commitments and contingencies (Note 17) | ||
Preferred Stock: | ||
Preferred stock, $.01 par, 5,000 shares authorized, none issued and outstanding at December 31, 2014 and 2013 | ||
Common Stock: | ||
Common stock, $.01 par, 5,000 shares authorized, issued and outstanding at December 31, 2014 and 4,838.8 issued and outstanding at December 31, 2013 | 0 | |
Additional paid-in capital | 292,989 | |
Accumulated deficit | -26,199 | |
Accumulated other comprehensive loss | -4,871 | |
Total stockholders' equity | 261,919 | |
Total liabilities and stockholders' equity | 1,264,856 | |
Predecessor [Member] | Put Options [Member] | ||
Common stock with put options: | ||
Common stock, $.01 par, 5,000 shares authorized, none issued and outstanding at December 31, 2014 and 161.2 issued and outstanding at December 31, 2013 | $16,975 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Common stock, shares outstanding | 51.9 | |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Successor [Member] | ||
Preferred stock, par value | 0.01 | |
Preferred stock, shares authorized | 5,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Common stock, par value | 0.01 | |
Common stock, shares authorized | 5,000 | |
Common stock, shares issued | 5,000 | |
Common stock, shares outstanding | 5,000 | |
Predecessor [Member] | ||
Preferred stock, par value | 0.01 | |
Preferred stock, shares authorized | 5,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Common stock, par value | 0.01 | |
Common stock, shares authorized | 5,000 | |
Common stock, shares issued | 4,838.80 | |
Common stock, shares outstanding | 4,838.80 | |
Put Options [Member] | ||
Common stock, shares outstanding | 161.2 | |
Put Options [Member] | Successor [Member] | ||
Common stock, par value | 0.01 | |
Common stock, shares authorized | 5,000 | |
Common stock, shares issued | 0 | |
Common stock, shares outstanding | 0 | |
Put Options [Member] | Predecessor [Member] | ||
Common stock, par value | 0.01 | |
Common stock, shares authorized | 5,000 | |
Common stock, shares issued | 161.2 | |
Common stock, shares outstanding | 161.2 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | 6 Months Ended | ||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Jun. 29, 2014 | ||||
Net sales | $701,641 | |||||||
Depreciation | 24,796 | 22,009 | ||||||
Income (loss) from operations | 56,441 | |||||||
Net loss | -1,148 | |||||||
Net loss (from above) | -1,148 | |||||||
Successor [Member] | ||||||||
Net sales | 377,292 | |||||||
Cost of sales (exclusive of depreciation and amortization shown separately below) | 193,221 | |||||||
Selling, general and administrative expenses | 115,854 | |||||||
Transaction, acquisition and integration (Note 22) | 22,719 | |||||||
Depreciation | 17,277 | |||||||
Amortization | 19,128 | |||||||
Management fees to related party | 276 | |||||||
Other expense (income) | 576 | |||||||
Income (loss) from operations | 8,241 | |||||||
Interest expense, net | 27,250 | |||||||
Interest expense on junior subordinated debentures | 6,305 | |||||||
Investment income on trust common securities | -189 | |||||||
Loss before income taxes | -25,125 | |||||||
Income tax benefit | -6,188 | |||||||
Net loss | -18,937 | |||||||
Net loss (from above) | -18,937 | |||||||
Other comprehensive (loss) income: | ||||||||
Foreign currency translation adjustments | -12,524 | [1] | ||||||
Total other comprehensive (loss) income | -12,524 | |||||||
Comprehensive loss | -31,461 | |||||||
Predecessor [Member] | ||||||||
Net sales | 701,641 | 555,465 | 357,377 | |||||
Cost of sales (exclusive of depreciation and amortization shown separately below) | 359,326 | 275,016 | 183,342 | |||||
Selling, general and administrative expenses | 225,651 | 188,330 | 156,762 | |||||
Transaction, acquisition and integration (Note 22) | 8,638 | 3,031 | 31,681 | |||||
Depreciation | 24,796 | 22,009 | 14,149 | |||||
Amortization | 22,112 | 21,752 | 11,093 | |||||
Management fees to related party | 77 | 155 | 15 | |||||
Other expense (income) | 4,600 | 4,204 | -277 | |||||
Income (loss) from operations | 56,441 | 40,968 | -39,388 | |||||
Interest expense, net | 48,138 | 41,138 | 23,150 | |||||
Interest expense on junior subordinated debentures | 12,610 | 12,610 | 6,305 | |||||
Investment income on trust common securities | -378 | -378 | -189 | |||||
Loss before income taxes | -3,929 | -12,402 | -68,654 | |||||
Income tax benefit | -2,781 | -5,168 | -24,128 | |||||
Net loss | -1,148 | -7,234 | -44,526 | |||||
Net loss (from above) | -1,148 | -7,234 | -44,526 | |||||
Other comprehensive (loss) income: | ||||||||
Foreign currency translation adjustments | -5,742 | [1] | 1,051 | [1] | -95 | [1] | ||
Total other comprehensive (loss) income | -5,742 | 1,051 | -95 | |||||
Comprehensive loss | ($6,890) | ($6,183) | ($44,621) | |||||
[1] | The cumulative foreign currency translation adjustment is the only item of other comprehensive loss. |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2014 | Jun. 29, 2014 | Dec. 31, 2012 | |
Cash flows from operating activities: | ||||
Net loss | ($1,148,000) | |||
Successor [Member] | ||||
Cash flows from operating activities: | ||||
Net loss | -18,937,000 | |||
Adjustments to reconcile net loss to net cash (used for) provided by operating activities: | ||||
Depreciation and amortization | 36,405,000 | |||
Loss on dispositions of property and equipment | 120,000 | |||
Deferred income taxes | -7,226,000 | |||
Deferred financing and original issue discount amortization | 2,405,000 | |||
Stock-based compensation expense | 675,000 | |||
Other non-cash interest and change in value of interest rate swap | 935,000 | |||
Changes in operating items: | ||||
Accounts receivable | 22,434,000 | |||
Inventories | -14,641,000 | |||
Other assets | -8,397,000 | |||
Accounts payable | 6,187,000 | |||
Interest payable on junior subordinated debentures | -1,019,000 | |||
Other accrued liabilities | -28,291,000 | |||
Other items, net | -2,799,000 | |||
Net cash (used for) provided by operating activities | -12,149,000 | |||
Cash flows from investing activities: | ||||
Acquisition | -729,616,000 | |||
Capital expenditures | -14,975,000 | |||
Net cash used for investing activities | -744,591,000 | |||
Cash flows from financing activities: | ||||
Borrowings of senior term loans | 550,000,000 | |||
Repayments of senior term loans | -387,157,000 | |||
Borrowings of revolving credit loans | 16,000,000 | |||
Repayments of revolving credit loans | -16,000,000 | |||
Principal payments under capitalized lease obligations | -112,000 | |||
Borrowings of senior notes | 330,000,000 | |||
Repayment of senior notes | -265,000,000 | |||
Capital contribution from parent | 542,929,000 | |||
Capital contribution from board member | 1,000,000 | |||
Financing fees | -26,355,000 | |||
Repayments of other credit obligations | -70,000 | |||
Net cash provided by (used for) financing activities | 745,235,000 | |||
Effect of exchange rate changes on cash | -3,040,000 | |||
Net (decrease) increase in cash and cash equivalents | -14,545,000 | |||
Cash and cash equivalents at beginning of period | 33,030,000 | |||
Cash and cash equivalents at end of period | 18,485,000 | |||
Predecessor [Member] | ||||
Cash flows from operating activities: | ||||
Net loss | -1,148,000 | -44,526,000 | -7,234,000 | |
Adjustments to reconcile net loss to net cash (used for) provided by operating activities: | ||||
Depreciation and amortization | 46,908,000 | 25,242,000 | 43,761,000 | |
Loss on dispositions of property and equipment | 777,000 | 292,000 | ||
Deferred income taxes | -3,624,000 | -24,458,000 | -5,613,000 | |
Deferred financing and original issue discount amortization | 2,492,000 | 1,374,000 | 2,180,000 | |
Stock-based compensation expense | 9,006,000 | 39,229,000 | 714,000 | |
Other non-cash interest and change in value of interest rate swap | -418,000 | -787,000 | ||
Changes in operating items: | ||||
Accounts receivable | -9,098,000 | -25,267,000 | 1,459,000 | |
Inventories | -11,467,000 | -17,851,000 | -10,239,000 | |
Other assets | -4,089,000 | 8,799,000 | -4,109,000 | |
Accounts payable | 8,409,000 | 20,811,000 | -2,184,000 | |
Interest payable on junior subordinated debentures | 1,019,000 | |||
Other accrued liabilities | 2,712,000 | 31,183,000 | 4,968,000 | |
Other items, net | 1,065,000 | -3,843,000 | 72,000 | |
Net cash (used for) provided by operating activities | 41,525,000 | 11,712,000 | 23,280,000 | |
Cash flows from investing activities: | ||||
Capital expenditures | -38,038,000 | -12,933,000 | -24,305,000 | |
Proceeds from sale of property and equipment | 799,000 | 3,000 | ||
Net cash used for investing activities | -140,655,000 | -12,933,000 | -24,302,000 | |
Cash flows from financing activities: | ||||
Borrowings of senior term loans | 76,800,000 | |||
Repayments of senior term loans | -3,776,000 | -992,000 | -3,200,000 | |
Discount on senior term loans | -3,152,000 | |||
Borrowings of revolving credit loans | 19,000,000 | |||
Repayments of revolving credit loans | -19,000,000 | |||
Payment of additional acquisition consideration | -12,387,000 | |||
Principal payments under capitalized lease obligations | -503,000 | -84,000 | -47,000 | |
Borrowings of senior notes | 65,000,000 | |||
Premium on senior notes | 4,225,000 | |||
Proceeds from exercise of stock options | 474,000 | |||
Borrowings under other credit obligations | 324,000 | 1,119,000 | ||
Repayments of other credit obligations | -683,000 | -297,000 | ||
Net cash provided by (used for) financing activities | 69,010,000 | -602,000 | 54,413,000 | |
Effect of exchange rate changes on cash | -459,000 | -116,000 | 130,000 | |
Net (decrease) increase in cash and cash equivalents | -30,579,000 | -1,939,000 | 53,521,000 | |
Cash and cash equivalents at beginning of period | 65,548,000 | 34,969,000 | 12,027,000 | |
Cash and cash equivalents at end of period | 34,969,000 | 33,030,000 | 65,548,000 | |
Predecessor [Member] | Paulin [Member] | ||||
Cash flows from investing activities: | ||||
Acquisition | ($103,416,000) |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Predecessor [Member] | Successor [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | |
In Thousands | Predecessor [Member] | Successor [Member] | Predecessor [Member] | Successor [Member] | Predecessor [Member] | Successor [Member] | ||||
Balance at Dec. 31, 2011 | $278,547 | $296,544 | ($17,817) | ($180) | ||||||
Net loss | -7,234 | -7,234 | ||||||||
FMV adjustment to common stock with put options | [1] | -1,869 | -1,869 | |||||||
Change in cumulative foreign currency translation adjustment | [2] | 1,051 | 1,051 | |||||||
Balance at Dec. 31, 2012 | 270,495 | 294,675 | -25,051 | 871 | ||||||
Net loss | -1,148 | -1,148 | -1,148 | |||||||
FMV adjustment to common stock with put options | [1] | -6,791 | -6,791 | |||||||
Change in cumulative foreign currency translation adjustment | [2] | -5,742 | -5,742 | |||||||
Adjustment to common stock with expired put options | [3] | 5,105 | 5,105 | |||||||
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 | |||||||
Change in cumulative foreign currency translation adjustment | [2] | -95 | -95 | |||||||
Exercise of stock options | 804 | 804 | ||||||||
Balance at Jun. 29, 2014 | 213,226 | 288,917 | -70,725 | -4,966 | ||||||
Net loss | -18,937 | -18,937 | ||||||||
Change in cumulative foreign currency translation adjustment | [2] | -12,524 | -12,524 | |||||||
Close Predecessor's stockholders' equity at merger date | -213,226 | -288,917 | 70,725 | 4,966 | ||||||
Capital contribution from parent | 542,929 | 542,929 | ||||||||
Stock based compensation | 675 | 675 | ||||||||
Sale of 1,000 shares to Board member | 1,000 | 1,000 | ||||||||
Balance at Dec. 31, 2014 | $513,143 | $544,604 | ($18,937) | ($12,524) | ||||||
[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. See Note 13, Common and Preferred Stock, for further details. | |||||||||
[2] | The cumulative foreign currency translation adjustment is the only item of other comprehensive loss. | |||||||||
[3] | Former management of the Company controlled 51.9 shares of common stock at December 31, 2013. These shares do not contain the put feature that allows redemption at the holder's option. |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' Equity (Parenthetical) | 6 Months Ended |
Dec. 31, 2014 | |
Successor [Member] | Additional Paid-in Capital [Member] | |
Sale of shares to Board member | 1,000 |
Put Options [Member] | Successor [Member] | |
Common stock shares controlled by management | 0 |
Basis_of_Presentation
Basis of Presentation | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Basis of Presentation | 1 | Basis of Presentation: | |||||||
The accompanying financial statements include the consolidated accounts of The Hillman Companies, Inc. 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 III, L.P., Oak Hill Capital Management Partners III, L.P. and OHCP III HC RO, L.P. (“Oak Hill Funds”), 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” or “Holdco”). The total consideration paid in the Merger Transaction was $1,504,498 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). | |||||||||
Prior to the Merger Transaction, affiliates of the Oak Hill Funds 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 the Oak Hill Funds 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 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”). The Company’s consolidated balance sheet as of December 31, 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”). | |||||||||
The Successor financial statements reflect the allocation of the aggregate purchase price of $1,504,498, 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 excess of the purchase price over the net assets has been allocated to goodwill and intangible assets based upon an independent valuation appraisal. The intangible assets and goodwill are not deductible for income tax purposes. | |||||||||
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. 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 table reconciles the fair value of the acquired assets and assumed liabilities to the total purchase price: | |||||||||
Amount | |||||||||
Fair value of consideration transferred | $ | 1,399,055 | |||||||
Cash | $ | 28,695 | |||||||
Accounts Receivable | 113,030 | ||||||||
Inventory | 187,509 | ||||||||
Other current assets | 25,224 | ||||||||
Property and equipment | 117,336 | ||||||||
Goodwill | 624,870 | ||||||||
Intangible assets | 822,620 | ||||||||
Other non-current assets | 3,481 | ||||||||
Total assets | 1,922,765 | ||||||||
Less: | |||||||||
Accounts payable | (65,009 | ) | |||||||
Deferred income taxes | (275,957 | ) | |||||||
Junior subordinated debentures | (105,443 | ) | |||||||
Junior subordinated debentures premium | (22,437 | ) | |||||||
Other liabilities | (54,864 | ) | |||||||
Net assets | $ | 1,399,055 | |||||||
The following table indicates the pro-forma financial statements of the Company for the years ended December 31, 2014 (includes transaction costs of $54,400 as discussed in Note 22) and 2013. The pro-forma financial statements give effect to the acquisition (the “Paulin Acquisition”), on February 19, 2013, of all of the issued and outstanding Class A common shares of H. Paulin & Co., Limited (“Paulin”) and the Merger Transaction as if they had each occurred on January 1, 2013. | |||||||||
2014 | 2013 | ||||||||
Net Sales | $ | 734,669 | $ | 717,571 | |||||
Net Loss | (4,863 | ) | (60,082 | ) | |||||
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. (“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. The Company has approximately 25,000 customers, the largest three of which accounted for 40.7%, 39.7%, and 40.1% of net sales in 2014, 2013, and 2012, respectively. In each of the years ended December 31, 2014, 2013, and 2012, the Company derived over 10% of its total revenues from two separate customers which operated in the following segments: United States excluding All Points, Canada, and Mexico. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2 | Summary of Significant Accounting Policies: |
Cash and Cash Equivalents: | ||
Cash and cash equivalents consist of commercial paper, U.S. Treasury obligations, and other liquid securities purchased with initial maturities less than 90 days and are stated at cost which approximates fair value. The Company has foreign bank balances of approximately $4,597 and $6,701 at December 31, 2014 and 2013, respectively. The Company maintains cash and cash equivalent balances with financial institutions that exceed federally insured limits. The Company has not experienced any losses related to these balances. Management believes our credit risk is minimal. | ||
Restricted Investments: | ||
The Company’s restricted investments are trading securities carried at fair market value which represent assets held in a Rabbi Trust to fund deferred compensation liabilities owed to the Company’s employees. See Note 11, Deferred Compensation Plan. | ||
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 $627 and $703 as of December 31, 2014 and 2013, respectively. | ||
Inventories: | ||
Inventories consisting predominantly of finished goods are valued at the lower of cost or market, cost being determined principally on the weighted average cost method. Excess and obsolete inventories are carried at net realizable value. The historical usage rate is the primary factor used by the Company in assessing the net realizable value of excess and obsolete inventory. A reduction in the carrying value of an inventory item from cost to market is recorded for inventory with no usage in the preceding 24 month period or with on hand quantities in excess of 24 months average usage. | ||
Property and Equipment: | ||
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. | ||
Costs incurred to develop software for internal use are capitalized and amortized over the estimated useful life of the software. Costs related to maintenance of internal-use software are expensed as incurred. Costs used for the development of internal-use software were capitalized and placed in to service in the amounts of $5,097 in the Successor period from June 30, 2014 through December 31, 2014, $704 in the Predecessor six months ended June 29, 2014 and $2,298 and $5,685 for the years ended December 31, 2013 and 2012, respectively. | ||
Depreciation: | ||
For financial accounting purposes, depreciation, including that related to plant and equipment acquired under capital leases, is computed on the straight-line method over the estimated useful lives of the assets, generally two to 27 years or over the terms of the related leases, whichever is shorter. | ||
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. This qualitative assessment is referred to as a “step zero” approach. 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. | ||
The quantitative assessment for goodwill impairment is a two-step test. Under the first step, the fair value of each reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the Company must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with ASC 805, Business Combinations. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. | ||
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 our 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 as a result of the qualitative annual impairment assessment. | ||
In considering the step zero approach to testing goodwill for impairment, the Company performed a qualitative analysis evaluating factors including, but not limited to, macro-economic conditions, market and industry conditions, internal cost factors, competitive environment, results of past impairment tests, and the operational stability and overall financial performance of the reporting units. During the fourth quarter of 2014, the Company utilized a qualitative assessment for reporting units where no significant change occurred and no potential impairment indicators existed since the previous evaluation of goodwill, and concluded it is more-likely-than-not that the fair value was more than its carrying value on a reporting unit basis. No impairment charges were recorded by the Company in 2014 as a result of the qualitative annual impairment assessment. | ||
The Company’s annual impairment assessment is performed for the reporting units as of October 1. In years prior to 2014, the Company did not conduct an optional qualitative assessment of possible goodwill impairment for any reporting unit, rather we went directly to performance of the quantitative assessment. The October 1 goodwill and intangible impairment test data aligns the impairment assessment with the preparation of the Company’s annual strategic plan and allows additional time for a more thorough analysis by the Company’s independent appraiser. In 2013 and 2012, an independent appraiser assessed the value of The Company’s reporting units based on a discounted cash flow model and multiple of earnings. Assumptions critical to the Company’s fair value estimates under the discounted cash flow model include the discount rate, projected average revenue growth and projected long-term growth rates in the determination of terminal values. The results of the quantitative assessment in 2013 and 2012 indicated that the fair value of each reporting unit was substantially in excess of its carrying value, in each case by more than 10%. No impairment charges were recorded by the Company in 2013 or 2012 as a result of the quantitative annual impairment assessments. | ||
The Company identified the following four reporting units for testing of goodwill impairment – All Points, Canada, Mexico, and United States excluding All Points. Each of these reporting units is also an operating segment that was assigned goodwill as a result of the Company’s acquisition by CCMP Capital Advisors, LLC in 2014. The goodwill was initially assigned to each of the reporting units based upon an independent valuation appraisal. | ||
Long-Lived Assets: | ||
The Company evaluates our long-lived assets for impairment including an evaluation based on the estimated undiscounted future cash flows as events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable. No impairment charges were recognized for long-lived assets in the six month periods ended December 31, 2014 or June 29, 2014 or in the years ended December 31, 2013 and 2012. | ||
Income Taxes: | ||
Deferred income taxes are computed using the asset and liability method. Under this method, deferred income taxes are recognized for temporary differences between the financial reporting basis and income tax basis of assets and liabilities, based on enacted tax laws and statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Valuation allowances are provided for tax benefits where management estimates it is more likely than not that certain tax benefits will not be realized. Adjustments to valuation allowances are recorded for changes in utilization of the tax related item. See Note 6, Income Taxes, for additional information. | ||
Risk Insurance Reserves: | ||
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 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 recorded for such risk insurance reserves is adequate as of December 31, 2014. | ||
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. The Company believes the liability recorded for such health insurance reserves is adequate as of December 31, 2014. | ||
Retirement Benefits: | ||
Certain employees of the Company are covered under a profit-sharing and retirement savings plan (“defined contribution plan”). The plan provides for a matching contribution for eligible employees of 50% of each dollar contributed by the employee up to 6% of the employee’s compensation. In addition, the plan provides an annual contribution in amounts authorized by the Board of Directors, subject to the terms and conditions of the plan. | ||
Paulin sponsors a Deferred Profit Sharing Plan (“DPSP”) and a Group Registered Retirement Savings Plan (“RRSP”) for all qualified, full time employees, with at least two years of continuous service. DPSP is an employer-sponsored profit sharing plan registered as a trust with the Canada Revenue Agency (“CRA”). On a periodic basis, Paulin shares business profits with employees by contributing to the DPSP on each employee’s behalf. Employees do not contribute to the DPSP. There is no minimum required contribution; however, DPSPs are subject to maximum contribution limits set by the CRA. The DPSP is offered in conjunction with a RRSP. Depending on the level of seniority and Paulin’s profits, required employee contributions to the RRSP vary from one to five percent of the employee’s gross earnings. All eligible employees may contribute an additional voluntary amount of up to eight percent of the employee’s gross earnings. Paulin is required to match 100% of all employee required contributions, where profit criteria are met. The assets of the RRSP are held separately from those of Paulin in independently administered funds. | ||
The Company’s defined contribution plan costs were $983 in the Successor period from June 30, 2014 through December 31, 2014, $1,003 in the Predecessor six months period ended June 29, 2014 and $1,843 and $1,426 for the years ended December 31, 2013 and 2012, respectively. | ||
Revenue Recognition: | ||
Revenue is recognized when products are shipped or delivered to customers depending upon when title and risks of ownership have passed and the collection of the relevant receivables is probable, persuasive evidence of an arrangement exists and the sales price is fixed or determinable. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore excluded from revenues in the consolidated statements of comprehensive loss. | ||
The Company offers a variety of sales incentives to our customers primarily in the form of discounts and rebates. Discounts are recognized in the consolidated financial statements at the date of the related sale. Rebates are estimated based on the revenue to date and the contractual rebate percentage to be paid. A portion of the estimated cost of the rebate is allocated to each underlying sales transaction. Discounts, rebates, and slotting fees are included in the determination of net sales. | ||
The Company also establishes reserves for customer returns and allowances. The reserve is established based on historical rates of returns and allowances. The reserve is adjusted quarterly based on actual experience. Returns and allowances are included in the determination of net sales. | ||
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 consolidated statements of comprehensive loss. | ||
The Company’s shipping and handling costs were $15,989 in the Successor period from June 30, 2014 through December 31, 2014, $14,890 in the Predecessor six months period ended June 29, 2014 and $26,095 and $23,067 for the years ended December 31, 2013, and 2012, respectively. | ||
Research and Development: | ||
The Company expenses research and development costs consisting primarily of internal wages and benefits in connection with improvements to the key duplicating and engraving machines. The Company’s research and development costs were $598 in the Successor period from June 30, 2014 through December 31, 2014, $1,094 in the Predecessor period ended June 29, 2014 and $1,366 and $1,222 for the years ended December 31, 2013 and 2012, respectively. | ||
Common Stock: | ||
The Hillman Companies, Inc. has one class of common stock. All outstanding shares of The Hillman Companies, Inc. common stock are owned by Holdco. The management shareholders of Holdco do not have the ability to put their shares back to Holdco. | ||
Under the terms of the Predecessor Stockholders Agreement for the Predecessor Holdco common stock, 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 control of the issuer. Further, if it is determined that redemption of the shares is probable, the shares are marked to fair value at each balance sheet date with the change in fair value recorded in additional paid-in capital. The Predecessor Company determined that redemption of the shares was probable as they could be put back to Predecessor Holdco upon death or disability. Accordingly, the 161.2 shares of common stock held by management as of December 31, 2013 were recorded outside permanent equity. These shares were adjusted to the fair value of $16,975 as of December 31, 2013. | ||
Stock Based Compensation: | ||
The Company has a stock-based employee compensation plan pursuant to which Holdco may grant options, stock appreciation rights, restricted stock, and other stock-based awards. The plan is more fully described in Note 14, Stock Based Compensation. | ||
Fair Value of Financial Instruments: | ||
Cash, restricted investments, accounts receivable, short-term borrowings, accounts payable, and accrued liabilities are reflected in the consolidated financial statements at book value, which approximates fair value, due to the short-term nature of these instruments. The carrying amounts of the long-term debt under the revolving credit facility and variable rate senior term loan approximate the fair value at December 31, 2014 and 2013 because the interest rate is variable and approximates current market rates. The fair values of the fixed rate senior notes and junior subordinated debentures at December 31, 2014 and 2013 were determined utilizing current trading prices obtained from indicative market data. See Note 16, Fair Value Measurements. | ||
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. The Company enters into derivative instrument transactions with financial institutions acting as the counter-party. The Company does not enter into derivative transactions for speculative purposes and, therefore, holds no derivative instruments for trading purposes. | ||
The relationships between hedging instruments and hedged items are formally documented, in addition to the risk management objective and strategy for each hedge transaction. For interest rate swaps, the notional amounts, rates, and maturities of our interest rate swaps are closely matched to the related terms of hedged debt obligations. The critical terms of the interest rate swap are matched to the critical terms of the underlying hedged item to determine whether the derivatives used for hedging transactions are highly effective in offsetting changes in the cash flows of the underlying hedged item. If it is determined that a derivative ceases to be a highly effective hedge, the hedge accounting is discontinued and all subsequent derivative gains and losses are recognized in the statement of comprehensive income or loss. | ||
Derivative instruments designated in hedging relationships that mitigate exposure to the variability in future cash flows of the variable-rate debt, variable cost of key products and foreign currency exchange rates are considered cash flow hedges. The Company records all derivative instruments in other assets or other liabilities on the consolidated balance sheets at their fair values. If the derivative is designated as a cash flow hedge and the hedging relationship qualifies for hedge accounting, the effective portion of the change in the fair value of the derivative is recorded in other comprehensive income or loss. Instruments not qualifying for hedge accounting are recognized in the statement of comprehensive income or loss in the period of the change. See Note 15, Derivatives and Hedging. | ||
Translation of Foreign Currencies: | ||
The translation of the Company’s Canadian, Mexican, and Australian local currency based financial statements into U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using an average exchange rate during the period. Cumulative translation adjustments are recorded as a component of accumulated other comprehensive income or loss in stockholders’ equity. | ||
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 amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses 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 | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Changes and Error Corrections [Abstract] | ||
Recent Accounting Pronouncements | 3 | Recent Accounting Pronouncements: |
In April 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which stipulates that the disposal of a component of an entity is to be reported in discontinued operations only if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. The pronouncement also removed the conditions that (a) the operations and cash flows of the component have been (or will be) eliminated from the ongoing operations of the entity as a result of the disposal transaction and (b) the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction. The ASU is effective prospectively for all disposals (except disposals classified as held for sale before the adoption date) or components initially classified as held for sale in periods beginning on or after December 15, 2014, with early adoption permitted. We do not believe the adoption of this guidance will have a significant impact on our Consolidated Financial Statements. | ||
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. | ||
In June 2014, the FASB issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be achieved after the Requisite Service Period. The issue is the result of a consensus of the FASB Emerging Issues Task Force (EITF). The amendments in this ASU require that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 and can be either applied prospectively or retrospectively. Early adoption is permitted. We are currently assessing the impact of implementing this guidance on our consolidated results of operations and financial condition. | ||
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The guidance requires an entity to evaluate whether there are conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the financial statements are available to be issued when applicable) and to provide related footnote disclosures in certain circumstances. The guidance is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. We do not believe the adoption of this guidance will have a significant impact on our Consolidated Financial Statements. | ||
In November 2014, the FASB issued ASU 2014-17, “Business Combinations (Topic 805): Pushdown Accounting”. The amendments in this ASU apply to the separate financial statements of an acquired entity and its subsidiaries that are a business (either public or nonpublic) when an acquirer obtains control of an acquired entity. An acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change in control event occurs. If pushdown accounting is applied to an individual change in control event, the election is irrevocable. The amendments in the ASU are effective on November 18, 2014. The adoption of this guidance did not have a material effect on the Company’s’ financial condition or results of operations. |
Acquisitions
Acquisitions | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Business Combinations [Abstract] | |||||
Acquisitions | 4 | Acquisitions: | |||
On February 19, 2013, the Company consummated the Paulin Acquisition to expand our presence in Canada. 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 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. For the year ended December 31, 2013, the post-acquisition revenues of H. Paulin & Co., Limited were approximately $130,459 and the post-acquisition net income was approximately $3,009. | |||||
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 has made a Section 338(g) election which will impact the deductibility of goodwill for tax purposes. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |
Dec. 31, 2014 | ||
Related Party Transactions [Abstract] | ||
Related Party Transactions | 5 | Related Party Transactions: |
The Successor has recorded aggregate management fee charges and expenses from the Oak Hill Funds and CCMP of $276 for the six month period ended December 31, 2014. The Predecessor recorded aggregate management fee charges and expenses from the Oak Hill Funds of $15 for the six month period ended June 29, 2014, $77 for the year ended December 31, 2013, and $155 for the year ended December 31, 2012. | ||
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. In the six month period ended December 31, 2014 the Successor’s rental expense for the lease of this facility was $146. In the six month period ended June 29, 2014 the Predecessor’s rental expense for the lease of this facility was $165. The Predecessor’s rental expense for the lease of this facility was $311 for the years ended December 31, 2013 and 2012. | ||
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. In the six month period ended December 31, 2014 the Successor’s rental expense for these facilities was $371. In the six month period ended June 29, 2014 the Predecessor’s rental expense for these facilities was $376. The Predecessor’s rental expense for these facilities was $687 for the year ended December 31, 2013. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||
Income Taxes | 6 | Income Taxes: | |||||||||||||||||
Below are the components of the Company’s income tax provision for the periods indicated: | |||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||
Period from | Six months | Year | Year | ||||||||||||||||
6/30/14 | Ended | Ended | Ended | ||||||||||||||||
through | 6/29/14 | 12/31/13 | 12/31/12 | ||||||||||||||||
12/31/14 | |||||||||||||||||||
Current: | |||||||||||||||||||
Federal & State | $ | 102 | $ | 105 | $ | 552 | $ | 206 | |||||||||||
Foreign | 800 | 212 | 795 | 344 | |||||||||||||||
Total current | 902 | 317 | 1,347 | 550 | |||||||||||||||
Deferred: | |||||||||||||||||||
Federal & State | (7,081 | ) | (23,056 | ) | (2,857 | ) | (5,000 | ) | |||||||||||
Foreign | (98 | ) | 328 | (890 | ) | (746 | ) | ||||||||||||
Total deferred | (7,179 | ) | (22,728 | ) | (3,747 | ) | (5,746 | ) | |||||||||||
Valuation allowance | 89 | (1,717 | ) | (381 | ) | 28 | |||||||||||||
Income tax benefit | $ | (6,188 | ) | $ | (24,128 | ) | $ | (2,781 | ) | $ | (5,168 | ) | |||||||
The Company has U.S. federal net operating loss (“NOL”) carryforwards for tax purposes, totaling $105,867 as of December 31, 2014, that are available to offset future taxable income. These carry forwards expire from 2022 to 2034. Management estimates that the Company will not be able to utilize some of the loss carryforwards before they expire due to limitations imposed by Internal Revenue Code Section 382. A valuation allowance with a year-end balance of $6 has been recorded for these deferred tax assets. In addition, the Company’s foreign subsidiaries have NOL carryforwards aggregating $1,668. A portion of these carryforwards expire from 2031 to 2034. Approximately $1.3 million of the US NOL carryforward has an indefinite life carryforward provided the Company continues to meet certain obligations under Luxembourg’s tax codes. Management has recorded a valuation reserve of $703 against the deferred tax assets recorded for the foreign subsidiary. | |||||||||||||||||||
The Company has state net operating loss carryforwards with an aggregate tax benefit of $4,089 which expire from 2015 to 2034. Management estimates that the Company will not be able to utilize some of the loss carryforwards in certain states before they expire. A valuation allowance with a year-end balance of $290 has been recorded for these deferred tax assets. In 2014, the valuation allowance for state net operating loss carryforwards increased by $72. The increase was primarily a result of a change in the estimation of the utilization of the net operating losses in the carryforward years. In conjunction with the Paulin Acquisition, the Company recorded a deferred tax asset related to the carryforward of a foreign exchange loss. The total carryforward balance at year-end is $194. Management estimates that the Company will not be able to realize the benefit of this deferred tax asset and has recorded a valuation reserve of $74. | |||||||||||||||||||
The Company fully utilized its federal capital loss carryforward as of December 31, 2013. Management had previously recorded a valuation allowance for this capital loss carryforward to fully offset the deferred tax asset at 2012. In 2013, the valuation allowance for the capital loss carryforward was decreased by $374 due to utilization in the current period. The Company has $294 of general business tax credit carryforwards which expire from 2016 to 2033. A valuation allowance of $149 has been established for these tax credits. The Company has $675 of foreign tax credit carryforwards which expire from 2020 to 2024. | |||||||||||||||||||
Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. | |||||||||||||||||||
The table below reflects the significant components of the Company’s net deferred tax assets and liabilities at December 31, 2014 and 2013: | |||||||||||||||||||
Successor Period | Predecessor Period | ||||||||||||||||||
As of December 31, 2014 | As of December 31, 2013 | ||||||||||||||||||
Current | Non-current | Current | Non-current | ||||||||||||||||
Deferred Tax Asset: | |||||||||||||||||||
Inventory | $ | 9,905 | $ | — | $ | 8,377 | $ | — | |||||||||||
Bad debt reserve | 956 | — | 978 | — | |||||||||||||||
Casualty loss reserve | 363 | 502 | 297 | 410 | |||||||||||||||
Accrued bonus / deferred compensation | 1,013 | 907 | 1,805 | 4,608 | |||||||||||||||
Deferred rent | — | 68 | — | 546 | |||||||||||||||
Derivative security value | 276 | — | (120 | ) | — | ||||||||||||||
Deferred distribution of foreign subsidiary | 312 | — | |||||||||||||||||
Deferred financing fees | — | 5,190 | — | 283 | |||||||||||||||
Deferred revenue - shipping terms | 421 | 285 | — | ||||||||||||||||
Medical insurance reserve | 373 | — | 355 | — | |||||||||||||||
Original issue discount amortization | 513 | — | 596 | ||||||||||||||||
Transaction costs | 1,389 | — | 3,454 | ||||||||||||||||
Federal / foreign net operating loss | 37,552 | — | 20,595 | ||||||||||||||||
State net operating loss | 4,089 | — | 2,524 | ||||||||||||||||
Unrecognized tax benefit | (58 | ) | — | (2,024 | ) | ||||||||||||||
Tax credit carryforwards | 3,619 | — | 2,881 | ||||||||||||||||
All other | 31 | 531 | (275 | ) | 824 | ||||||||||||||
Gross deferred tax assets | 13,338 | 54,614 | 11,702 | 34,697 | |||||||||||||||
Valuation allowance for deferred tax assets | (99 | ) | (1,124 | ) | (606 | ) | (2,302 | ) | |||||||||||
Net deferred tax assets | $ | 13,239 | $ | 53,490 | $ | 11,096 | $ | 32,395 | |||||||||||
Deferred Tax Liability: | |||||||||||||||||||
Intangible asset amortization | $ | — | $ | 303,124 | $ | — | $ | 135,335 | |||||||||||
Property and equipment | — | 24,147 | — | 17,106 | |||||||||||||||
All other items | — | — | — | 14 | |||||||||||||||
Deferred tax liabilities | $ | — | $ | 327,271 | $ | — | $ | 152,455 | |||||||||||
Net deferred tax liability | $ | 260,542 | $ | 108,964 | |||||||||||||||
Long term net deferred tax liability | $ | 273,781 | $ | 120,060 | |||||||||||||||
Current net deferred tax asset | 13,239 | 11,096 | |||||||||||||||||
Long term net deferred tax asset | — | — | |||||||||||||||||
Net deferred tax liability | $ | 260,542 | $ | 108,964 | |||||||||||||||
Realization of the net deferred tax assets is dependent on the reversal of deferred tax liabilities and generating sufficient taxable income prior to their expiration. Although realization is not assured, management estimates it is more likely than not that the net deferred tax assets will be realized. The amount of net deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward periods are reduced. | |||||||||||||||||||
Hillman is subject to income taxes in the United States and in certain foreign jurisdictions. In general, it is the practice and intention of the Company to reinvest the earnings of certain of its non-U.S. subsidiaries in those operations. Based on direction from the new management team, the Company’s position with respect to permanent reinvestment of earnings in its foreign subsidiaries was revised in the fourth quarter of 2014. As a result of this management decision, only one of the foreign subsidiaries had accumulated E&P that warranted establishment of a DTA. Due to the availability of a foreign tax credit which can offset the US tax on future distributions from this subsidiary, an overall deferred tax asset of $312 was established in 2014. | |||||||||||||||||||
As of December 31, 2014, the Company does not have any excess amount for financial reporting over the tax basis in these certain foreign subsidiaries. In 2014 the Company recorded a deferred tax asset of $312 based on undistributed earnings in one of its foreign subsidiaries that is not being indefinitely reinvested. | |||||||||||||||||||
Below is a reconciliation of statutory income tax rates to the effective income tax rates for the periods indicated: | |||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||
Period from | Six months | Year | Year | ||||||||||||||||
6/30/14 | Ended | Ended | Ended | ||||||||||||||||
through | |||||||||||||||||||
12/31/14 | 6/29/14 | 12/31/13 | 12/31/12 | ||||||||||||||||
Statutory federal income tax rate | 35 | % | 35 | % | 35 | % | 35 | % | |||||||||||
Non-U.S. taxes and the impact of non-U.S. losses for which a current tax benefit is not available | -11 | % | 1.5 | % | -19.6 | % | -6.1 | % | |||||||||||
State and local income taxes, net of U.S. federal income tax benefit | 2.5 | % | 3 | % | -0.1 | % | 1.9 | % | |||||||||||
Adjustment of reserve for change in valuation allowance and other items | 0.5 | % | -0.3 | % | 15 | % | 1.2 | % | |||||||||||
Adjustment for change in tax law | 3.1 | % | 0.5 | % | 8.9 | % | -0.4 | % | |||||||||||
Adjustment of unrecognized tax benefits | 0 | % | 0 | % | 36.6 | % | 11.6 | % | |||||||||||
Permanent differences: | |||||||||||||||||||
Acquisition and related transaction costs | -8.2 | % | -4 | % | -4 | % | -0.9 | % | |||||||||||
Meals and entertainment expense | -0.2 | % | -0.1 | % | -3.5 | % | -1.1 | % | |||||||||||
Foreign tax credit | 2.4 | % | 0 | % | 1.3 | % | 0 | % | |||||||||||
Reconciliation of tax provision to return | 0 | % | 0 | % | 2 | % | 0.5 | % | |||||||||||
Reconciliation of other adjustments | 0.5 | % | -0.5 | % | -0.8 | % | 0 | % | |||||||||||
Effective income tax rate | 24.6 | % | 35.1 | % | 70.8 | % | 41.7 | % | |||||||||||
On September 13, 2013, the US Treasury and IRS issued final Tangible Property Regulations (“TPR”) under IRC Section 162 and IRC Section 263(a). These regulations address the acquisition, production and improvement of tangible property, and also the disposition of property. The regulations were effective for tax years beginning on or after January 1, 2014; however, certain portions may require an accounting method change on a retroactive basis, thus requiring an IRC Section 481(a) adjustment related to fixed assets. The accounting rules under ASC 740 treat the release of the regulations as a change in tax law as of the date of issuance and require the Company to determine whether there will be an impact on its financial statements. Any such impact of the final tangible property regulations would affect deferred taxes only and result in a balance sheet reclassification between current and deferred taxes. The Company is currently analyzing the expected impacts of the TPR but does not believe that they will have a material impact on the Company’s consolidated financial statements. The Company will continue to monitor the impact of any future changes to the TPR on the Company prospectively. | |||||||||||||||||||
The Company has recorded a $1,558 decrease in the reserve for unrecognized tax benefits in the six month Predecessor period ended June 29, 2014 due to the resolution of a recent IRS examination in 2014. The Company has decreased its reserve for unrecognized tax benefits in the six month Successor period June 30, 2014 through December 31, 2014 and the six month Predecessor period ended June 29, 2014 by $30 and $1, respectively, related to items previously recognized by the acquired company in its financial statements. A balance of $58 of the remaining unrecognized tax benefit is shown in the financial statements at December 31, 2014 as a reduction of the deferred tax asset for the Company’s net operating loss carryforwards while $377 of the ending reserve is included in the balance of other long term liabilities. The following is a summary of the changes for the periods indicated below: | |||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||
Period from | Six months | Year | Year | ||||||||||||||||
6/30/14 | Ended | Ended | Ended | ||||||||||||||||
through | 6/29/14 | 12/31/13 | 12/31/12 | ||||||||||||||||
12/31/14 | |||||||||||||||||||
Unrecognized tax benefits - beginning balance | $ | 465 | $ | 2,024 | $ | 3,002 | $ | 4,440 | |||||||||||
Gross increases - tax positions in current period | — | — | — | — | |||||||||||||||
Gross increases - tax positions in prior period | — | 560 | — | ||||||||||||||||
Gross decreases - tax positions in prior period | (30 | ) | (1,559 | ) | (1,538 | ) | (1,438 | ) | |||||||||||
Unrecognized tax benefits - ending balance | $ | 435 | $ | 465 | $ | 2,024 | $ | 3,002 | |||||||||||
Amount of unrecognized tax benefit that, if recognized would affect the company’s effective tax rate | $ | 435 | $ | 465 | $ | 2,024 | $ | 3,002 | |||||||||||
The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits in income tax expense. In conjunction with Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), an interpretation of FASB No. 109, “Accounting for Income Taxes”, which was codified in ASC 740-10, the Company has not recognized any adjustment of interest or penalties in its consolidated financial statements due to its net operating loss position. The Company does not anticipate a decrease in the unrecognized tax benefits for the tax year ending December 31, 2015. | |||||||||||||||||||
The Company files a consolidated income tax return in the U.S. and numerous consolidated and separate income tax returns in various states and foreign jurisdictions. As of December 31, 2014, with a few exceptions, the Company is no longer subject to U.S. federal, state, and foreign tax examinations by tax authorities for the tax years prior to 2011. However, the IRS can make adjustments to losses carried forward by the Company from 2006 forward and utilized on its federal return. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||
Property and Equipment | 7 | Property and Equipment: | |||||||||||
Property and equipment, net, consists of the following at December 31, 2014 and 2013: | |||||||||||||
Estimated | Successor | Predecessor | |||||||||||
Useful Life | |||||||||||||
(Years) | 2014 | 2013 | |||||||||||
Land | n/a | $ | 1,069 | $ | 1,166 | ||||||||
Buildings | 27 | 2,184 | 2,758 | ||||||||||
Leasehold improvements | 10-Mar | 4,384 | 5,808 | ||||||||||
Machinery and equipment | 10-Feb | 116,371 | 143,002 | ||||||||||
Furniture and fixtures | 8-Mar | 1,127 | 1,102 | ||||||||||
Construction in process | 3,757 | 3,352 | |||||||||||
Property and equipment, gross | 128,892 | 157,188 | |||||||||||
Less: Accumulated depreciation | 14,361 | 61,370 | |||||||||||
Property and equipment, net | $ | 114,531 | $ | 95,818 | |||||||||
Machinery and equipment includes capitalized software of $11,653 and $13,270 as of December 31, 2014 and 2013, respectively. Capitalized interest of $140 and $182 was recorded for the years ended December 31, 2014 and 2013, respectively. | |||||||||||||
The Predecessor’s depreciation expense for depreciable assets for the six months period ended June 29, 2014 was $14,149, and for the years ended December 31, 2013 and 2012 was $24,796 and $22,009, respectively. The Successor’s depreciation expense for depreciable assets for the period from June 30, 2014 through December 31, 2014 was $17,277. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||
Goodwill and Other Intangible Assets | 8 | Goodwill and Other Intangible Assets: | |||||||||||||||||||
Goodwill amounts by reporting unit are summarized as follows: | |||||||||||||||||||||
Goodwill at | Acquisitions | Dispositions | Other | Goodwill at | |||||||||||||||||
December 31, 2013 | -1 | -2 | December 31, 2014 | ||||||||||||||||||
United States, excluding All Points | $ | 446,382 | $ | 134,038 | $ | — | $ | — | $ | 580,420 | |||||||||||
All Points | 58 | 3,302 | — | — | 3,360 | ||||||||||||||||
Canada | 12,785 | 22,695 | — | (2,636 | ) | 32,844 | |||||||||||||||
Mexico | 7,002 | (1,392 | ) | — | (674 | ) | 4,936 | ||||||||||||||
Australia | — | — | — | — | — | ||||||||||||||||
Total | $ | 466,227 | $ | 158,643 | $ | — | $ | (3,310 | ) | $ | 621,560 | ||||||||||
-1 | Changes in values primarily related to the Merger Transaction. | ||||||||||||||||||||
-2 | These amounts relate to adjustments resulting from fluctuations in foreign currency exchange rates. | ||||||||||||||||||||
Definite-lived intangible assets are amortized over their useful lives and are subject to impairment testing. The values assigned to intangible assets, in connection with the Merger Transaction and the acquisition of Paulin, were determined through separate independent appraisals. Other intangibles, net, as of December 31, 2014 and 2013 consist of the following: | |||||||||||||||||||||
Estimated | Successor | Estimated | Predecessor | ||||||||||||||||||
Useful Life | December 31, | Useful Life | December 31, | ||||||||||||||||||
(Years) | 2014 | (Years) | 2013 | ||||||||||||||||||
Customer relationships | 20 | $ | 693,852 | 20 | $ | 341,500 | |||||||||||||||
Trademarks - All Others | Indefinite | 86,513 | Indefinite | 54,082 | |||||||||||||||||
Trademarks - TagWorks | 5 | 300 | 5 | 240 | |||||||||||||||||
Patents | 12-Jul | 32,895 | 20-May | 20,250 | |||||||||||||||||
Quick Tag license | — | — | 6 | 11,500 | |||||||||||||||||
Laser Key license | — | — | 5 | 1,250 | |||||||||||||||||
KeyWorks license | 7 | 4,476 | 10 | 4,100 | |||||||||||||||||
Non compete agreements | — | — | 10-May | 4,450 | |||||||||||||||||
Intangible assets, gross | 818,036 | 437,372 | |||||||||||||||||||
Less: Accumulated amortization | 19,095 | 75,007 | |||||||||||||||||||
Other intangibles, net | $ | 798,941 | $ | 362,365 | |||||||||||||||||
The Successor’s accumulated amortization was $19,095 as of December 31, 2014, which includes accumulated amortization of foreign subsidiaries translated using exchange rates in effect at the balance sheet date. The Successor’s amortization expense for amortizable assets was $19,128, including the adjustments resulting from fluctuations in foreign currency exchange rates, for the period from June 30, 2014 through December 31, 2014 and the Predecessor’s expense was $11,093 for the six months period ended June 29, 2014. The Predecessor’s amortization expense for amortizable assets was $22,112 and 21,752 for the years ended December 31, 2013 and 2012, respectively. For the years ending December 31, 2015, 2016, 2017, 2018, and 2019, the Successor’s amortization expense for amortizable assets is estimated to be $38,187, $38,187, $38,187, $38,187, and $38,187, respectively. |
LongTerm_Debt
Long-Term Debt | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Debt Disclosure [Abstract] | |||||||||||
Long-Term Debt | 9 | Long-Term Debt: | |||||||||
On June 30, 2014, Hillman 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 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 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. For the fiscal quarter beginning after December 31, 2014, the term loan borrowings will be at an adjusted interest rate of 4.5% and the Revolver loans will be at interest rates based on Libor plus a Libor spread of 3.25% or an ABR plus an ABR spread of 2.25%. | |||||||||||
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 December 31, 2014, the Revolver loan had no amounts outstanding and the outstanding letters of credit were $3.7 million. The $3.7 million outstanding usage represented 5% 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 December 31, 2014. | |||||||||||
As of December 31, 2014 and 2013, long-term debt is summarized as follows: | |||||||||||
Successor | Predecessor | ||||||||||
2014 | 2013 | ||||||||||
Revolving credit agreement | $ | — | $ | — | |||||||
Term Loan B | 547,250 | 381,609 | |||||||||
6.375% Senior Notes | 330,000 | — | |||||||||
10.875% Senior Notes | — | 271,750 | |||||||||
Capital leases and other obligations | 607 | 556 | |||||||||
877,857 | 653,915 | ||||||||||
Less: amounts due in one year | 5,707 | 4,187 | |||||||||
Long-term debt | $ | 872,150 | $ | 649,728 | |||||||
The aggregate minimum principal maturities of the long-term debt for each of the five years following December 31, 2014 are as follows: | |||||||||||
Year | Amount | ||||||||||
2015 | $ | 5,707 | |||||||||
2016 | 5,695 | ||||||||||
2017 | 5,612 | ||||||||||
2018 | 5,552 | ||||||||||
2019 | 5,536 | ||||||||||
2020 and thereafter | 849,755 | ||||||||||
As of December 31, 2014, the Company had $66,277 available under our revolving credit agreement and letter of credit commitments outstanding of $3,723. The Company had outstanding debt of $547,857 under our secured credit facilities at December 31, 2014, consisting of $547,250 in Term B loans and $607 in capitalized lease and other obligations. The term loan consisted of $547,250 in Term B Loans currently at a three (3) month LIBOR rate of 4.50%. The capitalized lease and other obligations were at various interest rates. | |||||||||||
Additional information with respect to the fair value of the Company’s fixed rate senior notes and junior subordinated debentures is included in Note 16 – Fair Value Measurements. |
Leases
Leases | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Leases [Abstract] | |||||||||
Leases | 10 | Leases: | |||||||
Certain warehouse, office space, and equipment are leased under capital and operating leases with terms in excess of one year. Future minimum lease payments under non-cancellable leases consisted of the following at December 31, 2014: | |||||||||
Capital | Operating | ||||||||
Leases | Leases | ||||||||
2015 | $ | 243 | $ | 10,192 | |||||
2016 | 218 | 7,633 | |||||||
2017 | 125 | 6,145 | |||||||
2018 | 58 | 5,088 | |||||||
2019 | 38 | 4,726 | |||||||
Later years | 5 | 27,762 | |||||||
Total minimum lease payments | 687 | $ | 61,546 | ||||||
Less amounts representing interest | (80 | ) | |||||||
Present value of net minimum lease payments | $ | 607 | |||||||
(including $207 currently payable) | |||||||||
The rental expense for all operating leases was $6,511, $5,890, $11,788 and $8,787 for the Successor period from June 30, 2014 through December 31, 2014, Predecessor six months period ended June 29, 2014, and years ended December 31, 2013 and 2012, respectively. Certain leases are subject to terms of renewal and escalation clauses. |
Deferred_Compensation_Plan
Deferred Compensation Plan | 12 Months Ended | |
Dec. 31, 2014 | ||
Compensation and Retirement Disclosure [Abstract] | ||
Deferred Compensation Plan | 11 | Deferred Compensation Plan: |
The Company maintains a deferred compensation plan for key employees (the “Nonqualified Deferred Compensation Plan” or “NQDC”) which allows the participants to defer up to 25% of salary and commissions and up to 100% of bonuses to be paid during the year and invest these deferred amounts into certain Company directed mutual fund investments, subject to the election of the participants. The Company is permitted to make a 25% matching contribution on deferred amounts up to $10, subject to a five year vesting schedule. | ||
As of Successor’s period ended December 31, 2014 and Predecessor’s year ended December 31, 2013, the Company’s consolidated balance sheets included $2,244 and $4,386, respectively, in restricted investments representing the assets held in mutual funds to fund deferred compensation liabilities owed to the Company’s current and former employees. The current portion of the restricted investments was $494 and $2,856 as of Successor’s period ended December 31, 2014 and Predecessor’s year ended December 31, 2013, respectively. | ||
The assets held in the NQDC are classified as an investment in trading securities. The Company recorded trading gains and offsetting compensation expense of $43, $95, $364, and $329 for the Successor’s period ended December 31, 2014, Predecessor’s period ended June 29, 2014, and Predecessor’s years ended December 31, 2013, and 2012, respectively. | ||
During the Successor’s period ended December 31, 2014, Predecessor’s period ended June 29, 2014, and Predecessor’s years ended December 31, 2013, and 2012, distributions from the deferred compensation plan aggregated $0, $2,893, $864, and $357, respectively. |
Guaranteed_Preferred_Beneficia
Guaranteed Preferred Beneficial Interest in the Company's Junior Subordinated Debentures | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Guarantees [Abstract] | |||||
Guaranteed Preferred Beneficial Interest in the Company's Junior Subordinated Debentures | 12 | Guaranteed Preferred Beneficial Interest in the Company’s Junior Subordinated Debentures: | |||
In September 1997, The Hillman Group Capital Trust, a Grantor trust, completed a $105,446 underwritten public offering of 4,217,724 Trust Preferred Securities (“TOPrS”). The Trust invested the proceeds from the sale of the preferred securities in an equal principal amount of 11.6% Junior Subordinated Debentures of Hillman due September 2027. | |||||
The Trust distributes monthly cash payments it receives from the Company as interest on the debentures to preferred security holders at an annual rate of 11.6% on the liquidation amount of $25.00 per preferred security. | |||||
In connection with the public offering of TOPrS, the Trust issued $3,261 of trust common securities to the Company. The Trust invested the proceeds from the sale of the trust common securities in an equal principal amount of 11.6% Junior Subordinated Debentures of Hillman due September 2027. The Trust distributes monthly cash payments it receives from the Company as interest on the debentures to the Company at an annual rate of 11.6% on the liquidation amount of the common security. | |||||
The Company may defer interest payments on the debentures at any time, for up to 60 consecutive months. If this occurs, the Trust will also defer distribution payments on the preferred securities. The deferred distributions, however, will accumulate interest at a rate of 11.6% per annum. The Trust will redeem the preferred securities when the debentures are repaid, or at maturity on September 30, 2027. The Company may redeem the debentures before their maturity at a price equal to 100% of the principal amount of the debentures redeemed, plus accrued interest. When the Company redeems any debentures before their maturity, the Trust will use the cash it receives to redeem preferred securities and common securities as provided in the trust agreement. The Company guarantees the obligations of the Trust on the Trust Preferred Securities. | |||||
The Company has determined that the Trust is a variable interest entity and the holders of the Trust Preferred Securities are the primary beneficiaries of the Trust. Accordingly, the Company has de-consolidated the Trust. Summarized below is the financial information of the Trust as of December 31, 2014: | |||||
Non-current assets - junior subordinated debentures - preferred | $ | 127,424 | |||
Non-current assets - junior subordinated debentures - common | 3,261 | ||||
Total assets | $ | 130,685 | |||
Non-current liabilities - trust preferred securities | $ | 127,424 | |||
Stockholder’s equity - trust common securities | 3,261 | ||||
Total liabilities and stockholders’ equity | $ | 130,685 | |||
The non-current assets for the Trust relate to its investment in the 11.6% junior subordinated deferrable interest debentures of Hillman due September 30, 2027. | |||||
The TOPrS constitute mandatorily redeemable financial instruments. The Company guarantees the obligations of the Trust on the Trust Preferred Securities. Accordingly, the guaranteed preferred beneficial interest in the Company’s junior subordinated debentures is presented in long-term liabilities in the accompanying consolidated balance sheet. | |||||
On June 30, 2014, the Junior Subordinated Debentures were recorded at the fair value of $131,141 based on the price underlying the Trust Preferred Securities of $30.32 per share upon close of trading on the NYSE Amex on that date plus the liquidation value of the trust common securities. The Company is amortizing the premium on the Junior Subordinated Debentures of $22,437 over their remaining life. |
Common_and_Preferred_Stock
Common and Preferred Stock | 12 Months Ended | |
Dec. 31, 2014 | ||
Equity [Abstract] | ||
Common and Preferred Stock | 13 | Common and Preferred Stock: |
Common Stock | ||
After consummation of the Merger Transaction, The Hillman Companies, Inc. has one class of common stock. All outstanding shares of The Hillman Companies, Inc. common stock are owned by Holdco. The management shareholders of Holdco do not have the ability to put their shares back to Holdco. | ||
Under the terms of the Predecessor Stockholders Agreement for the Predecessor Holdco common stock, 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 control of the issuer. Further, if it is determined that redemption of the shares is probable, the shares are marked to fair value at each balance sheet date with the change in fair value recorded in additional paid-in capital. The Predecessor Company determined that redemption of the shares was probable as they could be put back to Predecessor Holdco upon death or disability. Accordingly, the 161.2 shares of common stock held by management as of December 31, 2013 were recorded outside permanent equity. These shares were adjusted to the fair value of $16,975 as of December 31, 2013. | ||
Preferred Stock | ||
The Hillman Companies has one class of preferred stock, with 5,000 shares authorized and none issued or outstanding as of December 31, 2014 or 2013. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Stock-Based Compensation | 14 | Stock-Based Compensation: | |||||||||||||||
OHCP HM Acquisition Corp. 2010 Stock Option Plan | |||||||||||||||||
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 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. | |||||||||||||||||
HMAN Group Holdings Inc. 2014 Equity Incentive Plan | |||||||||||||||||
Effective June 30, 2014, Holdco established the HMAN Group Holdings Inc. 2014 Equity Incentive Plan (the “2014 Equity Incentive Plan”), pursuant to which Holdco may grant options, stock appreciation rights, restricted stock, and other stock-based awards for up to an aggregate of 44,021.264 shares of its common stock. The 2014 Equity Incentive Plan is administered by a committee of the Holdco board of directors. Such committee determines the terms of each stock-based award grant under the 2014 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 Holdco as of the date of grant. | |||||||||||||||||
In 2014, Holdco granted a total of 35,817.010 non-qualified stock options with certain time-vesting and performance vesting conditions under the 2014 Equity Incentive Plan. The options were granted with an exercise price equal to the grant date fair value of the underlying securities. As of December 31, 2014, a total of 8,204.254 shares were available for future stock-based award grants. | |||||||||||||||||
The fair value of 18,208.5 time-vested options granted by Holdco was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: dividend yield equaling 0%, risk-free interest rate of 2.1%, expected volatility assumed to be 32.0%, and expected term from 6.5 years to 6.75 years. The fair value of an option was $372.598. | |||||||||||||||||
Compensation expense of $675 was recognized in the accompanying consolidated statements of Comprehensive Loss for the period from June 30, 2014 through December 31, 2014. As of December 31, 2014, there was $6,110 of unrecognized compensation expense for unvested common options. The expense will be recognized as a charge to earnings over a weighted average period of approximately 4.5 years. | |||||||||||||||||
Holdco also granted 17,608.5 performance-based stock options that ultimately vest depending upon satisfaction of conditions that only arise in the event of a sale of the Company. No compensation expense will be recognized on these stock options unless it becomes probable the performance conditions will be satisfied. | |||||||||||||||||
A summary of successor stock option activity for the six months ended December 31, 2014 is presented below: | |||||||||||||||||
Number | Weighted | Weighted | Aggregate | ||||||||||||||
of | Average | Average | Intrinsic | ||||||||||||||
Shares | Exercise | Remaining | Value | ||||||||||||||
Price Per | Contractual | ||||||||||||||||
Share | Term | ||||||||||||||||
(Years) | |||||||||||||||||
Outstanding at June 30, 2014 | — | — | — | — | |||||||||||||
Granted | 35,817.01 | $ | 1,000 | — | — | ||||||||||||
Exercised or converted | — | — | — | — | |||||||||||||
Forfeited or expired | — | — | — | — | |||||||||||||
Outstanding at December 31, 2014 | 35,817.01 | $ | 1,000 | 9.50 years | $ | — | |||||||||||
Exercisable at December 31, 2014 | — | $ | — | — | $ | — | |||||||||||
OHCP HM Acquisition Corp. Deferred Stock Unit Plan U.S.: | |||||||||||||||||
Effective December 31, 2013, Predecessor Holdco established the OHCP HM Acquisition Corp. Deferred Stock Unit Plan U.S. for Senior Officers (the “DSU Plan”). The DSU Plan permitted an eligible executive to elect to have a short-term incentive award paid in the form of deferred stock units, which are bookkeeping entries equivalent in value to one share of Predecessor Holdco common stock. | |||||||||||||||||
The deferred stock units issued under the DSU Plan in respect to fiscal year 2013 (the “2013 DSUs”) were exchanged for the right to receive a cash payment in the aggregate amount of $1,323 in connection with the closing of the Merger Transaction. In connection with the Merger Transaction, the DSU Plan was terminated, and all deferred stock units outstanding thereunder were cancelled. |
Derivatives_and_Hedging
Derivatives and Hedging | 12 Months Ended | |
Dec. 31, 2014 | ||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivatives and Hedging | 15 | 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. As a result, $643 of previously unrecognized losses recorded as a component of other comprehensive income or loss was recognized as interest expense in year ended December 31, 2011. The 2011 adjustments of $284 to the fair value of the 2010 Swap were recorded as a reduction in interest expense in the statement of comprehensive loss for the favorable change in fair value since December 31, 2010. | ||
At December 31, 2012, the fair value of the 2010 Swap was $(418) and was reported on the consolidated balance sheet in other current liabilities with a reduction in interest expense recorded in the statement of comprehensive loss for the favorable change of $787 in fair value since December 31, 2011. | ||
The 2010 Swap had no value at December 31, 2014 or at December 31, 2013. Adjustments of $418 to the fair value of the 2010 Swap were recorded as a reduction in interest expense in the statement of comprehensive loss for the favorable change in fair value from December 31, 2012 until its termination on May 31, 2013. | ||
On September 3, 2014, the Company entered into a forward Interest Rate Swap Agreement (the “2014 Swap No. 1”) with a three-year term for a notional amount of $90,000. The forward start date of the 2014 Swap No. 1 is October 1, 2015 and its termination date is September 30, 2018. The 2014 Swap No. 1 fixes the interest rate at 2.2% plus the applicable interest rate margin. | ||
On September 3, 2014, the Company entered into a forward Interest Rate Swap Agreement (the “2014 Swap No. 2”) with a three-year term for a notional amount of $40,000. The effective date of the 2014 Swap No. 2 is October 1, 2015 and its termination date is September 30, 2018. The 2014 Swap No. 2 fixes the interest rate at 2.2% plus the applicable interest rate margin. | ||
The total fair value of the interest rate swaps was $(935) as of December 31, 2014 and was reported on the consolidated balance sheet in other non-current liabilities with an increase in interest expense recorded in the statement of comprehensive loss for the unfavorable change of $935 in fair value since the inception. | ||
The Company’s interest rate swap agreements did not qualify for hedge accounting treatment because they did not meet the provisions specified in ASC 815, Derivatives and Hedging (“ASC 815”). | ||
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. | ||
Adjustments of $(53) to the fair value of the rate caps were recorded as an increase in interest expense in the predecessor statement of comprehensive loss for the six months ended June 29, 2014 for the unfavorable change since December 31, 2013. | ||
As of December 31, 2013, the fair value of the interest rate caps of $53 was reported on the consolidated balance sheet in non-current other assets with an increase in interest expense recorded in the statement of comprehensive loss for the unfavorable change of $(81) in fair value since the inception. | ||
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”). | ||
Metal Swap Agreements - On April 20, 2012, the Company entered into a Commodity Metal Swap Agreement (the “2012 Metal Swap No. 1”) with an approximate eight-month term for 35 MT of copper at a notional amount of $294.7. The maturity date was December 31, 2012 and the 2012 Metal Swap No. 1 fixed the copper price at $8.42 per MT. | ||
On May 30, 2012, the Company entered into a Commodity Metal Swap Agreement (the “2012 Metal Swap No. 2”) with an approximate seven-month term for 10 MT of copper at a notional amount of $77.9. The maturity date was December 31, 2012 and the 2012 Metal Swap No. 2 fixed the copper price at $7.79 per MT. | ||
On May 30, 2012, the Company entered into a Commodity Metal Swap Agreement (the “2012 Metal Swap No. 3”) with an approximate ten-month term for 35 MT of copper at a notional amount of $272.5. The maturity date was March 31, 2013 and the 2012 Metal Swap No. 3 fixed the copper price at $7.785 per MT. | ||
The Company uses metal commodity swap agreements to hedge anticipated purchases of key blanks which can fluctuate with changes in copper prices. The Company’s current metal swap agreements 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. | ||
At December 31, 2012, the fair value of 2012 Metal Swap No. 1 was $17 and was reported on the consolidated balance sheet in other current assets with a decrease in cost of sales recorded in the statement of comprehensive loss for the favorable change in fair value since the inception date in the second quarter of 2012. At December 31, 2012, the fair value of 2012 Metal Swap No. 2 and 2012 Metal Swap No. 3 was ($6) and was reported on the consolidated balance sheet in other current liabilities with an increase in cost of sales recorded in the statement of comprehensive loss for the unfavorable change in fair value since the inception dates in the second quarter of 2012. | ||
As of December 31, 2013, each of the 2012 metal swap agreements expired and had no value. A decrease in cost of sales was recorded in the statement of comprehensive loss for the favorable change in fair value since December 31, 2012. | ||
Foreign Currency Forward Contracts - On December 18, 2012, the Company entered into a Foreign Currency Forward Contract (the “2012 FX Contract”) with an approximate six-month term for a notional amount of C$105,000. The 2012 FX Contract maturity date was May 21, 2013 and fixed the Canadian to U.S. dollar forward exchange rate at 0.9989. The purpose of the 2012 FX Contract was to manage the Company’s exposure to fluctuations in the exchange rate of the Canadian dollar investment used in the Paulin Acquisition. | ||
At December 31, 2012, the fair value of the 2012 FX Contract was ($1,475) and was reported on the consolidated balance sheet in other current liabilities with an increase in other expense recorded in the statement of comprehensive loss for the unfavorable change in fair value since its inception. | ||
The 2012 FX Contract was settled in connection with the Paulin Acquisition. Prior to its settlement on February 19, 2013, an increase in other expense of $1,138 was recorded in the statement of comprehensive loss for the unfavorable change in fair value from December 31, 2012. | ||
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$44,591. 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. | ||
At December 31, 2013, the fair value of the 2013 FX Contracts was ($42) and was reported on the consolidated balance sheet in other current liabilities with an increase in other expense of $42 recorded in the statement of comprehensive loss. | ||
During 2014, the Company entered into multiple foreign currency forward contracts (the “2014 FX Contracts”) with maturity dates ranging from March 2014 to December 2015. The 2014 FX Contracts fixed the Canadian to U.S. dollar forward exchange rate at points ranging from 1.06800 to 1.1740. The purpose of the 2014 FX Contracts is to manage the Company’s exposure to fluctuations in the exchange rate of the Canadian dollar. | ||
The total notional amount of contracts outstanding was C$31,032 and C$26,856 as of December 31, 2014 and December 31, 2013, respectively. The total fair value of the 2014 FX Contracts was $1,247 as of December 31, 2014 and was reported on the consolidated balance sheet in other current assets. An increase in other income of $1,289 was recorded in the statement of comprehensive loss for the favorable 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. | ||
Additional information with respect to the fair value of derivative instruments is included in Note 16 – Fair Value Measurements. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value Measurements | 16 | 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 December 31, 2014 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Trading securities | $ | 2,244 | $ | — | $ | — | $ | 2,244 | |||||||||
Interest rate swaps | — | (935 | ) | — | (935 | ) | |||||||||||
Foreign exchange forward contracts | — | 1,247 | — | 1,247 | |||||||||||||
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 consolidated balance sheets. | |||||||||||||||||
For the Successor period from June 30, 2014 through December 31, 2014, the unrealized gains on these securities of $43 were recorded as other income. The unrealized gains on these securities of $95, $364, and $329 were recorded as other income by the Predecessor for the six months period ended June 29 and years ended December 31, 2013, and 2012, respectively. An offsetting entry for the same amount, increasing the deferred compensation liability and compensation expense within SG&A, was also recorded for the corresponding periods. | |||||||||||||||||
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 for the full term of the cap and swap contracts. As of December 31, 2014, the interest rate swaps were included in other non-current liabilities on the accompanying consolidated balance sheet. As of December 31, 2014 the interest rate caps had expired and had no value. As of December 31, 2013 the interest rate caps were included in other current assets on the accompanying consolidated balance sheet. | |||||||||||||||||
The Company utilizes foreign exchange forward contracts to manage our exposure to currency fluctuations in the Canadian dollar versus the U.S. dollar. The forward contracts were valued using observable benchmark rates at commonly quoted intervals during the term of the forward contract. The foreign exchange forward contracts were included in other current assets as of December 31, 2014 and other current liabilities as of December 31, 2013 on the accompanying consolidated balance sheets. | |||||||||||||||||
The fair value of the Company’s fixed rate senior notes and junior subordinated debentures as of December 31, 2014 and 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. | |||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||
Carrying | Estimated | Carrying | Estimated | ||||||||||||||
Amount | Fair Value | Amount | Fair Value | ||||||||||||||
6.375% Senior Notes | $ | 330,000 | $ | 315,563 | $ | — | $ | — | |||||||||
10.875% Senior Notes | — | — | 271,750 | 285,538 | |||||||||||||
Junior Subordinated Debentures | 130,685 | 137,764 | 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. | |||||||||||||||||
Additional information with respect to the derivative instruments is included in Note 15 – Derivatives and Hedging. Additional information with respect to the Company’s fixed rate senior notes and junior subordinated debentures is included in Note 9 – Long-Term Debt. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |
Dec. 31, 2014 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 17 | 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 that the liability of approximately $2,253 recorded for such risk insurance reserves is adequate as of December 31, 2014. | ||
As of December 31, 2014, the Company has provided certain vendors and insurers letters of credit aggregating $3,723 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 that the liability of approximately $2,378 recorded for such group health insurance reserves is adequate as of December 31, 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 Hillman Group alleging patent infringement. Minute Key Inc. also requested that the court dismiss Hillman Group’s complaint, enter judgment against Hillman Group that we are willfully and deliberately infringing the patent, grant a permanent injunction, and award unspecified monetary damages to Minute Key Inc. | ||
Minute Key Inc. later filed two motions on March 17, 2014 seeking to voluntarily withdraw its counterclaim alleging infringement by Hillman Group and also to dismiss Hillman Group’s complaint for non-infringement and invalidity. Shortly after an April 23, 2014 court-ordered mediation, Minute Key Inc. provided Hillman Group with a covenant promising not to sue for infringement of two of its patents against any existing Hillman Group product, including the FastKey™ and Key Express™ products. | ||
Hillman Group filed a motion on May 9, 2014 seeking to add additional claims to the case against Minute Key Inc. under Federal and Ohio state unfair competition statutes. These claims relate to Minute Key Inc.’s business conduct during competition with Hillman Group over a mutual client. | ||
In an August 15, 2014 order, the court granted Minute Key Inc.’s March 17, 2014 motions to dismiss the claims relating to patent infringement, but also granted Hillman Group’s May 9, 2014 motion to add its unfair competition claims. | ||
Hillman Group formally amended its complaint to add the unfair competition claims on September 4, 2014, and Minute Key Inc. answered on September 29, 2014 without filing any counterclaims. Minute Key Inc. filed a motion on October 1, 2014 to move the case from Cincinnati to either the District of Colorado or the Western District of Arkansas. The court denied that motion on February 3, 2015. | ||
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. As a result of the Minute Key Inc. covenant not to sue, however, the Company’s FastKey™ and Key Express™ products no longer face any threat of patent infringement liability from two of Minute Key Inc.’s patents. The scope of the lawsuit has changed from a bilateral dispute over patent infringement to a lawsuit solely about Minute Key Inc.’s business conduct. Hillman Group intends to continue to pursue this lawsuit vigorously and believes that it has meritorious claims 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 August 8, 2014, Hillman Group filed a motion to dismiss the complaint and, on August 29, 2014, PrimeSource filed an amended complaint. On September 12, 2014, Hillman Group filed a motion to dismiss the amended complaint and, on October 3, 2014, PrimeSource filed a response to the motion to dismiss the amended complaint. On October 17, 2014, Hillman Group filed a reply in support of its motion to dismiss the amended complaint. The motion to dismiss the amended complaint remains pending before the court. | ||
In addition to its earlier-filed complaint, PrimeSource filed a motion for preliminary injunction on July 30, 2014. On August 20, 2014, Hillman Group filed a response in opposition to the motion for preliminary injunction and, on September 3, 2014, PrimeSource filed a reply in support of its motion for preliminary injunction. On October 1, 2014, Hillman Group filed a surreply in opposition to the motion for preliminary injunction. The parties held a court hearing on the motion for preliminary injunction on March 24 and 25, 2015 and the court announced that it intends to enter a ruling on the motion by March 31, 2015. | ||
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. Also, Hillman Group’s third party insurer has agreed to defend Hillman Group in the case subject to the right to withdraw its defense and/or to disclaim any obligation to indemnify Hillman Group, and reserving the right to seek a judicial determination that it is not obligated to defend or indemnify Hillman Group. | ||
On December 15, 2014, Maria Santos, on behalf of herself and all others similarly situated, filed a complaint against Hillman Group and Wal-Mart Stores, Inc. (“Wal-Mart”) in the United States District Court for the Central District of California (Western Division) alleging violations of the Americans with Disabilities Act, the California Unruh Civil Rights Act, and the California Disabled Persons Act. On behalf of herself and all others similarly situated, Ms. Santos claims to seek, among other things, (1) a preliminary and permanent injunction to correct the alleged violations of these acts, (2) a declaration that Hillman Group and Wal-Mart are violating these acts, and (3) unspecified money damages, as well as recovery of court costs and attorneys’ fees. On January 5, 2015, Hillman Group filed its answer. | ||
The Company has paid a portion of the legal fees incurred by Wal-Mart and its affiliates in this lawsuit in connection with the agreement to license Hillman Group’s products in Wal-Mart’s stores, and expects to pay, in the future, the reasonable legal fees incurred by Wal-Mart in this case. | ||
Because the lawsuit is in a preliminary stage, it is not yet possible to assess the impact or range of loss, if any, that the lawsuit will have on the Company. However, Hillman Group has retained counsel, believes that is 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. |
Statements_of_Cash_Flows
Statements of Cash Flows | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Supplemental Cash Flow Elements [Abstract] | |||||||||||||||||||
Statements of Cash Flows | 18 | Statements of Cash Flows: | |||||||||||||||||
Supplemental disclosures of cash flows information are presented below: | |||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||
Period from | Six months ended | Year ended | Year ended | ||||||||||||||||
June 30, 2014 | June 29, | December 31, | December 31, | ||||||||||||||||
through | 2014 | 2013 | 2012 | ||||||||||||||||
December 31, 2014 | |||||||||||||||||||
Cash paid during the period for: | |||||||||||||||||||
Interest on junior subordinated debentures | $ | 6,116 | $ | 6,116 | $ | 12,232 | $ | 12,232 | |||||||||||
Interest | $ | 25,858 | $ | 21,702 | $ | 45,260 | $ | 38,880 | |||||||||||
Income taxes | $ | 8 | $ | 856 | $ | 1,078 | $ | 479 | |||||||||||
Non-cash investing activities: | |||||||||||||||||||
Property and equipment purchased with capital lease | $ | 76 | $ | 241 | $ | 358 | $ | 155 | |||||||||||
Quarterly_Data
Quarterly Data | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Quarterly Data | 19 | Quarterly Data (unaudited): | |||||||||||||||||||
2014 | Total | Fourth | Third | Second | First | ||||||||||||||||
Net sales | $ | 734,669 | $ | 181,336 | $ | 195,956 | $ | 202,598 | $ | 154,779 | |||||||||||
(Loss) income from operations | (31,147 | ) | 6,953 | 23,306 | (69,003 | ) | 7,597 | ||||||||||||||
Net (loss) income | (63,463 | ) | (4,959 | ) | 1,812 | (56,254 | ) | (4,062 | ) | ||||||||||||
2013 | Total | Fourth | Third | Second | First | ||||||||||||||||
Net sales | $ | 701,641 | $ | 172,629 | $ | 192,382 | $ | 192,711 | $ | 143,919 | |||||||||||
Income from operations | 56,441 | 8,655 | 22,429 | 17,573 | 7,784 | ||||||||||||||||
Net (loss) income | (1,148 | ) | (2,974 | ) | 1,748 | 4,663 | (4,585 | ) |
Concentration_of_Credit_Risks
Concentration of Credit Risks | 12 Months Ended | |
Dec. 31, 2014 | ||
Risks and Uncertainties [Abstract] | ||
Concentration of Credit Risks | 20 | Concentration of Credit Risks: |
Financial instruments which potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and trade receivables. The Company places our cash and cash equivalents with high credit quality financial institutions. Concentrations of credit risk with respect to sales and trade receivables are limited due to the large number of customers comprising the Company’s customer base and their dispersion across geographic areas. The Company performs periodic credit evaluations of our customers’ financial condition and generally does not require collateral. | ||
For the year ended December 31, 2014, the largest three customers accounted for 40.7% of combined sales of the Successor and Predecessor and 42.2% of the year-end accounts receivable balance. For the Predecessor’s year ended December 31, 2013, the largest three customers accounted for 39.7% of sales and 44.2% of the year-end accounts receivable balance. For the Predecessor’s year ended December 31, 2012, the largest three customers accounted for 40.1% of sales and 49.7% of the year-end accounts receivable balance. No other customer accounted for more than 5.0% of the Company’s total sales in 2014, 2013, or 2012. In each of the years ended December 31, 2014, 2013, and 2012, the Company derived over 10% of its total revenues from two separate customers which operated in the following segments: United States excluding All Points, Canada, and Mexico. | ||
Concentration of credit risk with respect to purchases and trade payables are limited due to the large number of vendors comprising the Company’s vendor base, with dispersion across different industries and geographic areas. The Company’s largest vendor in terms of annual purchases accounted for 5.0% of the combination of the purchases of the Successor and Predecessor and 1.1% of the Successor’s total trade payables on December 31, 2014. The Company’s largest vendor in terms of annual purchases accounted for 5.0% of the Predecessor’s total purchases and 2.0% of the Predecessor’s total trade payables on December 31, 2013. The Company’s largest vendor in terms of annual purchases accounted for 6.7% of the Predecessor’s total purchases and 4.7% of the Predecessor’s total trade payables on December 31, 2012. |
Segment_Reporting_and_Geograph
Segment Reporting and Geographic Information | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||
Segment Reporting and Geographic Information | 21 | Segment Reporting and Geographic Information: | |||||||||||||||||
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 has concluded that it has five reportable segments as of December 31, 2014. During 2013, the operations of Paulin were combined into the operations of the Canada segment. The United States segment, excluding All Points and the Canada segment are considered material by Company’s management as of December 31, 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 22, Transaction, Acquisition, and Integration Expenses. | |||||||||||||||||||
The table below presents revenues and income from operations for the reportable segments for the years ended December 31, 2014, 2013, and 2012. | |||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||
Period from | Six months | Year | Year | ||||||||||||||||
June 30, 2014 | Ended | Ended | Ended | ||||||||||||||||
through | June 29, | December 31, | December 31, | ||||||||||||||||
December 31, 2014 | 2014 | 2013 | 2012 | ||||||||||||||||
Revenues | |||||||||||||||||||
United States, excluding All Points | $ | 293,219 | $ | 269,009 | $ | 541,037 | $ | 517,135 | |||||||||||
All Points | 9,362 | 10,238 | 20,798 | 18,837 | |||||||||||||||
Canada | 70,566 | 73,867 | 132,158 | 12,555 | |||||||||||||||
Mexico | 3,507 | 3,620 | 6,842 | 6,268 | |||||||||||||||
Australia | 638 | 643 | 806 | 670 | |||||||||||||||
Total revenues | $ | 377,292 | $ | 357,377 | $ | 701,641 | $ | 555,465 | |||||||||||
Segment Income (Loss) from Operations | |||||||||||||||||||
United States, excluding All Points | $ | 5,072 | $ | (44,830 | ) | $ | 52,255 | $ | 42,896 | ||||||||||
All Points | 655 | 896 | 1,737 | 881 | |||||||||||||||
Canada | 3,189 | 4,214 | 2,847 | (3,050 | ) | ||||||||||||||
Mexico | 73 | 446 | 629 | 787 | |||||||||||||||
Australia | (748 | ) | (114 | ) | (1,027 | ) | (546 | ) | |||||||||||
Total segment income (loss) from operations | $ | 8,241 | $ | (39,388 | ) | $ | 56,441 | $ | 40,968 | ||||||||||
Assets by segment as of December 31, 2014 and 2013 were as follows: | |||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||
As of | As of | ||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||
2014 | 2013 | ||||||||||||||||||
Assets: | |||||||||||||||||||
United States, excluding All Points | $ | 1,522,371 | $ | 936,008 | |||||||||||||||
All Points | 16,108 | 8,379 | |||||||||||||||||
Canada | 346,691 | 300,906 | |||||||||||||||||
Mexico | 15,886 | 17,964 | |||||||||||||||||
Australia | 1,957 | 1,599 | |||||||||||||||||
Total Assets | $ | 1,903,013 | $ | 1,264,856 | |||||||||||||||
Successor | Predecessor | ||||||||||||||||||
As of | As of | ||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||
2014 | 2013 | ||||||||||||||||||
Cash & cash equivalents: | |||||||||||||||||||
United States, excluding All Points | $ | 13,192 | $ | 27,632 | |||||||||||||||
All Points | 696 | 714 | |||||||||||||||||
Canada | 3,186 | 5,039 | |||||||||||||||||
Mexico | 1,396 | 1,570 | |||||||||||||||||
Australia | 15 | 14 | |||||||||||||||||
Consolidated cash & cash equivalents | $ | 18,485 | $ | 34,969 | |||||||||||||||
Following is revenue based on products for the Company’s significant product categories: | |||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||
Period from June 30, | Six months | Year | Year | ||||||||||||||||
2014 through | ended | ended December 31, | ended | ||||||||||||||||
December 31, 2014 | June 29, | 2013 | December 31, | ||||||||||||||||
2014 | 2012 | ||||||||||||||||||
Net sales | |||||||||||||||||||
Keys | $ | 48,327 | $ | 45,511 | $ | 90,518 | $ | 86,943 | |||||||||||
Engraving | 25,465 | 24,065 | 48,442 | 48,979 | |||||||||||||||
Letters, numbers and signs | 19,439 | 16,145 | 34,045 | 32,251 | |||||||||||||||
Fasteners | 241,636 | 232,221 | 450,234 | 308,770 | |||||||||||||||
Threaded rod | 16,269 | 16,535 | 31,802 | 33,326 | |||||||||||||||
Code cutter | 1,425 | 1,392 | 2,680 | 2,851 | |||||||||||||||
Builders hardware | 10,482 | 10,106 | 17,320 | 16,370 | |||||||||||||||
Other | 14,249 | 11,402 | 26,600 | 25,975 | |||||||||||||||
Consolidated net sales | $ | 377,292 | $ | 357,377 | $ | 701,641 | $ | 555,465 | |||||||||||
Transaction_Acquisition_and_In
Transaction, Acquisition, and Integration Expenses | 12 Months Ended | |
Dec. 31, 2014 | ||
Business Combinations [Abstract] | ||
Transaction, Acquisition, and Integration Expenses | 22 | Transaction, Acquisition, and Integration Expenses: |
During the period from June 30, 2014 through December 31, 2014, the Successor incurred $22,719 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. | ||
For the six months period 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. | ||
For the year ended December 31, 2013, the Predecessor incurred $8,638 of expenses for banking, legal, and other professional fees incurred in connection with the Paulin Acquisition. | ||
For the year ended December 31, 2012, the Predecessor incurred $3,031 of expenses for banking, legal, and other professional fees incurred in connection with the Ook Acquisition and the Paulin Acquisition. |
Schedule_II_Valuation_Accounts
Schedule II - Valuation Accounts | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Valuation and Qualifying Accounts [Abstract] | |||||
Schedule II - Valuation Accounts | Financial Statement Schedule: | ||||
Schedule II - VALUATION ACCOUNTS | |||||
(dollars in thousands) | |||||
Deducted From | |||||
Assets in | |||||
Balance Sheet | |||||
Allowance for | |||||
Doubtful | |||||
Accounts | |||||
Ending Balance - December 31, 2011 | 641 | ||||
Additions charged to cost and expense | 643 | ||||
Deductions due to: | |||||
Others | (179 | )(A) | |||
Ending Balance - December 31, 2012 | 1,105 | ||||
Additions charged to cost and expense | 29 | ||||
Additions from acquired company | 115 | ||||
Deductions due to: | |||||
Others | (546 | ) | |||
Ending Balance - December 31, 2013 | 703 | ||||
Additions charged to cost and expense | 226 | ||||
Deductions due to: | |||||
Others | (302 | ) | |||
Ending Balance - December 31, 2014 | $ | 627 | |||
Notes: | |||||
(A) | Includes write-off of accounts receivable (net of bad debt recoveries). |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 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. (“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. The Company has approximately 25,000 customers, the largest three of which accounted for 40.7%, 39.7%, and 40.1% of net sales in 2014, 2013, and 2012, respectively. In each of the years ended December 31, 2014, 2013, and 2012, the Company derived over 10% of its total revenues from two separate customers which operated in the following segments: United States excluding All Points, Canada, and Mexico. | |
Cash and Cash Equivalents | Cash and Cash Equivalents: |
Cash and cash equivalents consist of commercial paper, U.S. Treasury obligations, and other liquid securities purchased with initial maturities less than 90 days and are stated at cost which approximates fair value. The Company has foreign bank balances of approximately $4,597 and $6,701 at December 31, 2014 and 2013, respectively. The Company maintains cash and cash equivalent balances with financial institutions that exceed federally insured limits. The Company has not experienced any losses related to these balances. Management believes our credit risk is minimal. | |
Restricted Investments | Restricted Investments: |
The Company’s restricted investments are trading securities carried at fair market value which represent assets held in a Rabbi Trust to fund deferred compensation liabilities owed to the Company’s employees. See Note 11, Deferred Compensation Plan. | |
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 $627 and $703 as of December 31, 2014 and 2013, respectively. | |
Inventories | Inventories: |
Inventories consisting predominantly of finished goods are valued at the lower of cost or market, cost being determined principally on the weighted average cost method. Excess and obsolete inventories are carried at net realizable value. The historical usage rate is the primary factor used by the Company in assessing the net realizable value of excess and obsolete inventory. A reduction in the carrying value of an inventory item from cost to market is recorded for inventory with no usage in the preceding 24 month period or with on hand quantities in excess of 24 months average usage. | |
Property and Equipment | Property and Equipment: |
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. | |
Costs incurred to develop software for internal use are capitalized and amortized over the estimated useful life of the software. Costs related to maintenance of internal-use software are expensed as incurred. Costs used for the development of internal-use software were capitalized and placed in to service in the amounts of $5,097 in the Successor period from June 30, 2014 through December 31, 2014, $704 in the Predecessor six months ended June 29, 2014 and $2,298 and $5,685 for the years ended December 31, 2013 and 2012, respectively. | |
Depreciation | Depreciation: |
For financial accounting purposes, depreciation, including that related to plant and equipment acquired under capital leases, is computed on the straight-line method over the estimated useful lives of the assets, generally two to 27 years or over the terms of the related leases, whichever is shorter. | |
Goodwill and Other Intangible Assets | 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. This qualitative assessment is referred to as a “step zero” approach. 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. | |
The quantitative assessment for goodwill impairment is a two-step test. Under the first step, the fair value of each reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the Company must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with ASC 805, Business Combinations. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. | |
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 our 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 as a result of the qualitative annual impairment assessment. | |
In considering the step zero approach to testing goodwill for impairment, the Company performed a qualitative analysis evaluating factors including, but not limited to, macro-economic conditions, market and industry conditions, internal cost factors, competitive environment, results of past impairment tests, and the operational stability and overall financial performance of the reporting units. During the fourth quarter of 2014, the Company utilized a qualitative assessment for reporting units where no significant change occurred and no potential impairment indicators existed since the previous evaluation of goodwill, and concluded it is more-likely-than-not that the fair value was more than its carrying value on a reporting unit basis. No impairment charges were recorded by the Company in 2014 as a result of the qualitative annual impairment assessment. | |
The Company’s annual impairment assessment is performed for the reporting units as of October 1. In years prior to 2014, the Company did not conduct an optional qualitative assessment of possible goodwill impairment for any reporting unit, rather we went directly to performance of the quantitative assessment. The October 1 goodwill and intangible impairment test data aligns the impairment assessment with the preparation of the Company’s annual strategic plan and allows additional time for a more thorough analysis by the Company’s independent appraiser. In 2013 and 2012, an independent appraiser assessed the value of The Company’s reporting units based on a discounted cash flow model and multiple of earnings. Assumptions critical to the Company’s fair value estimates under the discounted cash flow model include the discount rate, projected average revenue growth and projected long-term growth rates in the determination of terminal values. The results of the quantitative assessment in 2013 and 2012 indicated that the fair value of each reporting unit was substantially in excess of its carrying value, in each case by more than 10%. No impairment charges were recorded by the Company in 2013 or 2012 as a result of the quantitative annual impairment assessments. | |
The Company identified the following four reporting units for testing of goodwill impairment – All Points, Canada, Mexico, and United States excluding All Points. Each of these reporting units is also an operating segment that was assigned goodwill as a result of the Company’s acquisition by CCMP Capital Advisors, LLC in 2014. The goodwill was initially assigned to each of the reporting units based upon an independent valuation appraisal. | |
Long-Lived Assets | Long-Lived Assets: |
The Company evaluates our long-lived assets for impairment including an evaluation based on the estimated undiscounted future cash flows as events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable. No impairment charges were recognized for long-lived assets in the six month periods ended December 31, 2014 or June 29, 2014 or in the years ended December 31, 2013 and 2012. | |
Income Taxes | Income Taxes: |
Deferred income taxes are computed using the asset and liability method. Under this method, deferred income taxes are recognized for temporary differences between the financial reporting basis and income tax basis of assets and liabilities, based on enacted tax laws and statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Valuation allowances are provided for tax benefits where management estimates it is more likely than not that certain tax benefits will not be realized. Adjustments to valuation allowances are recorded for changes in utilization of the tax related item. See Note 6, Income Taxes, for additional information. | |
Risk Insurance Reserves | Risk Insurance Reserves: |
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 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 recorded for such risk insurance reserves is adequate as of December 31, 2014. | |
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. The Company believes the liability recorded for such health insurance reserves is adequate as of December 31, 2014. | |
Retirement Benefits | Retirement Benefits: |
Certain employees of the Company are covered under a profit-sharing and retirement savings plan (“defined contribution plan”). The plan provides for a matching contribution for eligible employees of 50% of each dollar contributed by the employee up to 6% of the employee’s compensation. In addition, the plan provides an annual contribution in amounts authorized by the Board of Directors, subject to the terms and conditions of the plan. | |
Paulin sponsors a Deferred Profit Sharing Plan (“DPSP”) and a Group Registered Retirement Savings Plan (“RRSP”) for all qualified, full time employees, with at least two years of continuous service. DPSP is an employer-sponsored profit sharing plan registered as a trust with the Canada Revenue Agency (“CRA”). On a periodic basis, Paulin shares business profits with employees by contributing to the DPSP on each employee’s behalf. Employees do not contribute to the DPSP. There is no minimum required contribution; however, DPSPs are subject to maximum contribution limits set by the CRA. The DPSP is offered in conjunction with a RRSP. Depending on the level of seniority and Paulin’s profits, required employee contributions to the RRSP vary from one to five percent of the employee’s gross earnings. All eligible employees may contribute an additional voluntary amount of up to eight percent of the employee’s gross earnings. Paulin is required to match 100% of all employee required contributions, where profit criteria are met. The assets of the RRSP are held separately from those of Paulin in independently administered funds. | |
The Company’s defined contribution plan costs were $983 in the Successor period from June 30, 2014 through December 31, 2014, $1,003 in the Predecessor six months period ended June 29, 2014 and $1,843 and $1,426 for the years ended December 31, 2013 and 2012, respectively. | |
Revenue Recognition | Revenue Recognition: |
Revenue is recognized when products are shipped or delivered to customers depending upon when title and risks of ownership have passed and the collection of the relevant receivables is probable, persuasive evidence of an arrangement exists and the sales price is fixed or determinable. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore excluded from revenues in the consolidated statements of comprehensive loss. | |
The Company offers a variety of sales incentives to our customers primarily in the form of discounts and rebates. Discounts are recognized in the consolidated financial statements at the date of the related sale. Rebates are estimated based on the revenue to date and the contractual rebate percentage to be paid. A portion of the estimated cost of the rebate is allocated to each underlying sales transaction. Discounts, rebates, and slotting fees are included in the determination of net sales. | |
The Company also establishes reserves for customer returns and allowances. The reserve is established based on historical rates of returns and allowances. The reserve is adjusted quarterly based on actual experience. Returns and allowances are included in the determination of net sales. | |
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 consolidated statements of comprehensive loss. | |
The Company’s shipping and handling costs were $15,989 in the Successor period from June 30, 2014 through December 31, 2014, $14,890 in the Predecessor six months period ended June 29, 2014 and $26,095 and $23,067 for the years ended December 31, 2013, and 2012, respectively. | |
Research and Development | Research and Development: |
The Company expenses research and development costs consisting primarily of internal wages and benefits in connection with improvements to the key duplicating and engraving machines. The Company’s research and development costs were $598 in the Successor period from June 30, 2014 through December 31, 2014, $1,094 in the Predecessor period ended June 29, 2014 and $1,366 and $1,222 for the years ended December 31, 2013 and 2012, respectively. | |
Common Stock | Common Stock: |
The Hillman Companies, Inc. has one class of common stock. All outstanding shares of The Hillman Companies, Inc. common stock are owned by Holdco. The management shareholders of Holdco do not have the ability to put their shares back to Holdco. | |
Under the terms of the Predecessor Stockholders Agreement for the Predecessor Holdco common stock, 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 control of the issuer. Further, if it is determined that redemption of the shares is probable, the shares are marked to fair value at each balance sheet date with the change in fair value recorded in additional paid-in capital. The Predecessor Company determined that redemption of the shares was probable as they could be put back to Predecessor Holdco upon death or disability. Accordingly, the 161.2 shares of common stock held by management as of December 31, 2013 were recorded outside permanent equity. These shares were adjusted to the fair value of $16,975 as of December 31, 2013. | |
Stock Based Compensation | Stock Based Compensation: |
The Company has a stock-based employee compensation plan pursuant to which Holdco may grant options, stock appreciation rights, restricted stock, and other stock-based awards. The plan is more fully described in Note 14, Stock Based Compensation. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: |
Cash, restricted investments, accounts receivable, short-term borrowings, accounts payable, and accrued liabilities are reflected in the consolidated financial statements at book value, which approximates fair value, due to the short-term nature of these instruments. The carrying amounts of the long-term debt under the revolving credit facility and variable rate senior term loan approximate the fair value at December 31, 2014 and 2013 because the interest rate is variable and approximates current market rates. The fair values of the fixed rate senior notes and junior subordinated debentures at December 31, 2014 and 2013 were determined utilizing current trading prices obtained from indicative market data. See Note 16, Fair Value Measurements. | |
Derivatives and Hedging | 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. The Company enters into derivative instrument transactions with financial institutions acting as the counter-party. The Company does not enter into derivative transactions for speculative purposes and, therefore, holds no derivative instruments for trading purposes. | |
The relationships between hedging instruments and hedged items are formally documented, in addition to the risk management objective and strategy for each hedge transaction. For interest rate swaps, the notional amounts, rates, and maturities of our interest rate swaps are closely matched to the related terms of hedged debt obligations. The critical terms of the interest rate swap are matched to the critical terms of the underlying hedged item to determine whether the derivatives used for hedging transactions are highly effective in offsetting changes in the cash flows of the underlying hedged item. If it is determined that a derivative ceases to be a highly effective hedge, the hedge accounting is discontinued and all subsequent derivative gains and losses are recognized in the statement of comprehensive income or loss. | |
Derivative instruments designated in hedging relationships that mitigate exposure to the variability in future cash flows of the variable-rate debt, variable cost of key products and foreign currency exchange rates are considered cash flow hedges. The Company records all derivative instruments in other assets or other liabilities on the consolidated balance sheets at their fair values. If the derivative is designated as a cash flow hedge and the hedging relationship qualifies for hedge accounting, the effective portion of the change in the fair value of the derivative is recorded in other comprehensive income or loss. Instruments not qualifying for hedge accounting are recognized in the statement of comprehensive income or loss in the period of the change. See Note 15, Derivatives and Hedging. | |
Translation of Foreign Currencies | Translation of Foreign Currencies: |
The translation of the Company’s Canadian, Mexican, and Australian local currency based financial statements into U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using an average exchange rate during the period. Cumulative translation adjustments are recorded as a component of accumulated other comprehensive income or loss in stockholders’ equity. | |
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 amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses 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) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Fair Value of Acquired Assets and Assumed Liabilities to Total Purchase Price | The following table reconciles the fair value of the acquired assets and assumed liabilities to the total purchase price: | ||||||||
Amount | |||||||||
Fair value of consideration transferred | $ | 1,399,055 | |||||||
Cash | $ | 28,695 | |||||||
Accounts Receivable | 113,030 | ||||||||
Inventory | 187,509 | ||||||||
Other current assets | 25,224 | ||||||||
Property and equipment | 117,336 | ||||||||
Goodwill | 624,870 | ||||||||
Intangible assets | 822,620 | ||||||||
Other non-current assets | 3,481 | ||||||||
Total assets | 1,922,765 | ||||||||
Less: | |||||||||
Accounts payable | (65,009 | ) | |||||||
Deferred income taxes | (275,957 | ) | |||||||
Junior subordinated debentures | (105,443 | ) | |||||||
Junior subordinated debentures premium | (22,437 | ) | |||||||
Other liabilities | (54,864 | ) | |||||||
Net assets | $ | 1,399,055 | |||||||
Summary of Pro Forma Financial Statements of Company | The following table indicates the pro-forma financial statements of the Company for the years ended December 31, 2014 (includes transaction costs of $54,400 as discussed in Note 22) and 2013. The pro-forma financial statements give effect to the acquisition (the “Paulin Acquisition”), on February 19, 2013, of all of the issued and outstanding Class A common shares of H. Paulin & Co., Limited (“Paulin”) and the Merger Transaction as if they had each occurred on January 1, 2013. | ||||||||
2014 | 2013 | ||||||||
Net Sales | $ | 734,669 | $ | 717,571 | |||||
Net Loss | (4,863 | ) | (60,082 | ) | |||||
Paulin [Member] | |||||||||
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 | |||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||
Components of Company's Income Tax Provision | Below are the components of the Company’s income tax provision for the periods indicated: | ||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||
Period from | Six months | Year | Year | ||||||||||||||||
6/30/14 | Ended | Ended | Ended | ||||||||||||||||
through | 6/29/14 | 12/31/13 | 12/31/12 | ||||||||||||||||
12/31/14 | |||||||||||||||||||
Current: | |||||||||||||||||||
Federal & State | $ | 102 | $ | 105 | $ | 552 | $ | 206 | |||||||||||
Foreign | 800 | 212 | 795 | 344 | |||||||||||||||
Total current | 902 | 317 | 1,347 | 550 | |||||||||||||||
Deferred: | |||||||||||||||||||
Federal & State | (7,081 | ) | (23,056 | ) | (2,857 | ) | (5,000 | ) | |||||||||||
Foreign | (98 | ) | 328 | (890 | ) | (746 | ) | ||||||||||||
Total deferred | (7,179 | ) | (22,728 | ) | (3,747 | ) | (5,746 | ) | |||||||||||
Valuation allowance | 89 | (1,717 | ) | (381 | ) | 28 | |||||||||||||
Income tax benefit | $ | (6,188 | ) | $ | (24,128 | ) | $ | (2,781 | ) | $ | (5,168 | ) | |||||||
Deferred Tax Assets and Liabilities | The table below reflects the significant components of the Company’s net deferred tax assets and liabilities at December 31, 2014 and 2013: | ||||||||||||||||||
Successor Period | Predecessor Period | ||||||||||||||||||
As of December 31, 2014 | As of December 31, 2013 | ||||||||||||||||||
Current | Non-current | Current | Non-current | ||||||||||||||||
Deferred Tax Asset: | |||||||||||||||||||
Inventory | $ | 9,905 | $ | — | $ | 8,377 | $ | — | |||||||||||
Bad debt reserve | 956 | — | 978 | — | |||||||||||||||
Casualty loss reserve | 363 | 502 | 297 | 410 | |||||||||||||||
Accrued bonus / deferred compensation | 1,013 | 907 | 1,805 | 4,608 | |||||||||||||||
Deferred rent | — | 68 | — | 546 | |||||||||||||||
Derivative security value | 276 | — | (120 | ) | — | ||||||||||||||
Deferred distribution of foreign subsidiary | 312 | — | |||||||||||||||||
Deferred financing fees | — | 5,190 | — | 283 | |||||||||||||||
Deferred revenue - shipping terms | 421 | 285 | — | ||||||||||||||||
Medical insurance reserve | 373 | — | 355 | — | |||||||||||||||
Original issue discount amortization | 513 | — | 596 | ||||||||||||||||
Transaction costs | 1,389 | — | 3,454 | ||||||||||||||||
Federal / foreign net operating loss | 37,552 | — | 20,595 | ||||||||||||||||
State net operating loss | 4,089 | — | 2,524 | ||||||||||||||||
Unrecognized tax benefit | (58 | ) | — | (2,024 | ) | ||||||||||||||
Tax credit carryforwards | 3,619 | — | 2,881 | ||||||||||||||||
All other | 31 | 531 | (275 | ) | 824 | ||||||||||||||
Gross deferred tax assets | 13,338 | 54,614 | 11,702 | 34,697 | |||||||||||||||
Valuation allowance for deferred tax assets | (99 | ) | (1,124 | ) | (606 | ) | (2,302 | ) | |||||||||||
Net deferred tax assets | $ | 13,239 | $ | 53,490 | $ | 11,096 | $ | 32,395 | |||||||||||
Deferred Tax Liability: | |||||||||||||||||||
Intangible asset amortization | $ | — | $ | 303,124 | $ | — | $ | 135,335 | |||||||||||
Property and equipment | — | 24,147 | — | 17,106 | |||||||||||||||
All other items | — | — | — | 14 | |||||||||||||||
Deferred tax liabilities | $ | — | $ | 327,271 | $ | — | $ | 152,455 | |||||||||||
Net deferred tax liability | $ | 260,542 | $ | 108,964 | |||||||||||||||
Long term net deferred tax liability | $ | 273,781 | $ | 120,060 | |||||||||||||||
Current net deferred tax asset | 13,239 | 11,096 | |||||||||||||||||
Long term net deferred tax asset | — | — | |||||||||||||||||
Net deferred tax liability | $ | 260,542 | $ | 108,964 | |||||||||||||||
Reconciliation of Statutory Income Tax Rates to Effective Income Tax Rates | Below is a reconciliation of statutory income tax rates to the effective income tax rates for the periods indicated: | ||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||
Period from | Six months | Year | Year | ||||||||||||||||
6/30/14 | Ended | Ended | Ended | ||||||||||||||||
through | |||||||||||||||||||
12/31/14 | 6/29/14 | 12/31/13 | 12/31/12 | ||||||||||||||||
Statutory federal income tax rate | 35 | % | 35 | % | 35 | % | 35 | % | |||||||||||
Non-U.S. taxes and the impact of non-U.S. losses for which a current tax benefit is not available | -11 | % | 1.5 | % | -19.6 | % | -6.1 | % | |||||||||||
State and local income taxes, net of U.S. federal income tax benefit | 2.5 | % | 3 | % | -0.1 | % | 1.9 | % | |||||||||||
Adjustment of reserve for change in valuation allowance and other items | 0.5 | % | -0.3 | % | 15 | % | 1.2 | % | |||||||||||
Adjustment for change in tax law | 3.1 | % | 0.5 | % | 8.9 | % | -0.4 | % | |||||||||||
Adjustment of unrecognized tax benefits | 0 | % | 0 | % | 36.6 | % | 11.6 | % | |||||||||||
Permanent differences: | |||||||||||||||||||
Acquisition and related transaction costs | -8.2 | % | -4 | % | -4 | % | -0.9 | % | |||||||||||
Meals and entertainment expense | -0.2 | % | -0.1 | % | -3.5 | % | -1.1 | % | |||||||||||
Foreign tax credit | 2.4 | % | 0 | % | 1.3 | % | 0 | % | |||||||||||
Reconciliation of tax provision to return | 0 | % | 0 | % | 2 | % | 0.5 | % | |||||||||||
Reconciliation of other adjustments | 0.5 | % | -0.5 | % | -0.8 | % | 0 | % | |||||||||||
Effective income tax rate | 24.6 | % | 35.1 | % | 70.8 | % | 41.7 | % | |||||||||||
Components of Changes in Unrecognized Tax Benefits | The following is a summary of the changes for the periods indicated below: | ||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||
Period from | Six months | Year | Year | ||||||||||||||||
6/30/14 | Ended | Ended | Ended | ||||||||||||||||
through | 6/29/14 | 12/31/13 | 12/31/12 | ||||||||||||||||
12/31/14 | |||||||||||||||||||
Unrecognized tax benefits - beginning balance | $ | 465 | $ | 2,024 | $ | 3,002 | $ | 4,440 | |||||||||||
Gross increases - tax positions in current period | — | — | — | — | |||||||||||||||
Gross increases - tax positions in prior period | — | 560 | — | ||||||||||||||||
Gross decreases - tax positions in prior period | (30 | ) | (1,559 | ) | (1,538 | ) | (1,438 | ) | |||||||||||
Unrecognized tax benefits - ending balance | $ | 435 | $ | 465 | $ | 2,024 | $ | 3,002 | |||||||||||
Amount of unrecognized tax benefit that, if recognized would affect the company’s effective tax rate | $ | 435 | $ | 465 | $ | 2,024 | $ | 3,002 | |||||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||
Components of Property and Equipment, Net | Property and equipment, net, consists of the following at December 31, 2014 and 2013: | ||||||||||||
Estimated | Successor | Predecessor | |||||||||||
Useful Life | |||||||||||||
(Years) | 2014 | 2013 | |||||||||||
Land | n/a | $ | 1,069 | $ | 1,166 | ||||||||
Buildings | 27 | 2,184 | 2,758 | ||||||||||
Leasehold improvements | 10-Mar | 4,384 | 5,808 | ||||||||||
Machinery and equipment | 10-Feb | 116,371 | 143,002 | ||||||||||
Furniture and fixtures | 8-Mar | 1,127 | 1,102 | ||||||||||
Construction in process | 3,757 | 3,352 | |||||||||||
Property and equipment, gross | 128,892 | 157,188 | |||||||||||
Less: Accumulated depreciation | 14,361 | 61,370 | |||||||||||
Property and equipment, net | $ | 114,531 | $ | 95,818 | |||||||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 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 | Dispositions | Other | Goodwill at | |||||||||||||||||
December 31, 2013 | -1 | -2 | December 31, 2014 | ||||||||||||||||||
United States, excluding All Points | $ | 446,382 | $ | 134,038 | $ | — | $ | — | $ | 580,420 | |||||||||||
All Points | 58 | 3,302 | — | — | 3,360 | ||||||||||||||||
Canada | 12,785 | 22,695 | — | (2,636 | ) | 32,844 | |||||||||||||||
Mexico | 7,002 | (1,392 | ) | — | (674 | ) | 4,936 | ||||||||||||||
Australia | — | — | — | — | — | ||||||||||||||||
Total | $ | 466,227 | $ | 158,643 | $ | — | $ | (3,310 | ) | $ | 621,560 | ||||||||||
-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 December 31, 2014 and 2013 consist of the following: | ||||||||||||||||||||
Estimated | Successor | Estimated | Predecessor | ||||||||||||||||||
Useful Life | December 31, | Useful Life | December 31, | ||||||||||||||||||
(Years) | 2014 | (Years) | 2013 | ||||||||||||||||||
Customer relationships | 20 | $ | 693,852 | 20 | $ | 341,500 | |||||||||||||||
Trademarks - All Others | Indefinite | 86,513 | Indefinite | 54,082 | |||||||||||||||||
Trademarks - TagWorks | 5 | 300 | 5 | 240 | |||||||||||||||||
Patents | 12-Jul | 32,895 | 20-May | 20,250 | |||||||||||||||||
Quick Tag license | — | — | 6 | 11,500 | |||||||||||||||||
Laser Key license | — | — | 5 | 1,250 | |||||||||||||||||
KeyWorks license | 7 | 4,476 | 10 | 4,100 | |||||||||||||||||
Non compete agreements | — | — | 10-May | 4,450 | |||||||||||||||||
Intangible assets, gross | 818,036 | 437,372 | |||||||||||||||||||
Less: Accumulated amortization | 19,095 | 75,007 | |||||||||||||||||||
Other intangibles, net | $ | 798,941 | $ | 362,365 | |||||||||||||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Debt Disclosure [Abstract] | |||||||||||
Summary of Long-Term Debt | As of December 31, 2014 and 2013, long-term debt is summarized as follows: | ||||||||||
Successor | Predecessor | ||||||||||
2014 | 2013 | ||||||||||
Revolving credit agreement | $ | — | $ | — | |||||||
Term Loan B | 547,250 | 381,609 | |||||||||
6.375% Senior Notes | 330,000 | — | |||||||||
10.875% Senior Notes | — | 271,750 | |||||||||
Capital leases and other obligations | 607 | 556 | |||||||||
877,857 | 653,915 | ||||||||||
Less: amounts due in one year | 5,707 | 4,187 | |||||||||
Long-term debt | $ | 872,150 | $ | 649,728 | |||||||
Aggregate Minimum Principal Maturities of Long-Term Debt | The aggregate minimum principal maturities of the long-term debt for each of the five years following December 31, 2014 are as follows: | ||||||||||
Year | Amount | ||||||||||
2015 | $ | 5,707 | |||||||||
2016 | 5,695 | ||||||||||
2017 | 5,612 | ||||||||||
2018 | 5,552 | ||||||||||
2019 | 5,536 | ||||||||||
2020 and thereafter | 849,755 |
Leases_Tables
Leases (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Leases [Abstract] | |||||||||
Future Minimum Lease Payments Under Non-Cancellable Leases | Future minimum lease payments under non-cancellable leases consisted of the following at December 31, 2014: | ||||||||
Capital | Operating | ||||||||
Leases | Leases | ||||||||
2015 | $ | 243 | $ | 10,192 | |||||
2016 | 218 | 7,633 | |||||||
2017 | 125 | 6,145 | |||||||
2018 | 58 | 5,088 | |||||||
2019 | 38 | 4,726 | |||||||
Later years | 5 | 27,762 | |||||||
Total minimum lease payments | 687 | $ | 61,546 | ||||||
Less amounts representing interest | (80 | ) | |||||||
Present value of net minimum lease payments | $ | 607 | |||||||
(including $207 currently payable) | |||||||||
Guaranteed_Preferred_Beneficia1
Guaranteed Preferred Beneficial Interest in the Company's Junior Subordinated Debentures (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Guarantees [Abstract] | |||||
Summary of Financial Information of Trust | Summarized below is the financial information of the Trust as of December 31, 2014: | ||||
Non-current assets - junior subordinated debentures - preferred | $ | 127,424 | |||
Non-current assets - junior subordinated debentures - common | 3,261 | ||||
Total assets | $ | 130,685 | |||
Non-current liabilities - trust preferred securities | $ | 127,424 | |||
Stockholder’s equity - trust common securities | 3,261 | ||||
Total liabilities and stockholders’ equity | $ | 130,685 | |||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Summary of Stock Option Activity | A summary of successor stock option activity for the six months ended December 31, 2014 is presented below: | ||||||||||||||||
Number | Weighted | Weighted | Aggregate | ||||||||||||||
of | Average | Average | Intrinsic | ||||||||||||||
Shares | Exercise | Remaining | Value | ||||||||||||||
Price Per | Contractual | ||||||||||||||||
Share | Term | ||||||||||||||||
(Years) | |||||||||||||||||
Outstanding at June 30, 2014 | — | — | — | — | |||||||||||||
Granted | 35,817.01 | $ | 1,000 | — | — | ||||||||||||
Exercised or converted | — | — | — | — | |||||||||||||
Forfeited or expired | — | — | — | — | |||||||||||||
Outstanding at December 31, 2014 | 35,817.01 | $ | 1,000 | 9.50 years | $ | — | |||||||||||
Exercisable at December 31, 2014 | — | $ | — | — | $ | — |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 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 December 31, 2014 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Trading securities | $ | 2,244 | $ | — | $ | — | $ | 2,244 | |||||||||
Interest rate swaps | — | (935 | ) | — | (935 | ) | |||||||||||
Foreign exchange forward contracts | — | 1,247 | — | 1,247 | |||||||||||||
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 December 31, 2014 and 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. | ||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||
Carrying | Estimated | Carrying | Estimated | ||||||||||||||
Amount | Fair Value | Amount | Fair Value | ||||||||||||||
6.375% Senior Notes | $ | 330,000 | $ | 315,563 | $ | — | $ | — | |||||||||
10.875% Senior Notes | — | — | 271,750 | 285,538 | |||||||||||||
Junior Subordinated Debentures | 130,685 | 137,764 | 114,941 | 131,480 |
Statements_of_Cash_Flows_Table
Statements of Cash Flows (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Supplemental Cash Flow Elements [Abstract] | |||||||||||||||||||
Supplemental Disclosures of Cash Flows Information | Supplemental disclosures of cash flows information are presented below: | ||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||
Period from | Six months ended | Year ended | Year ended | ||||||||||||||||
June 30, 2014 | June 29, | December 31, | December 31, | ||||||||||||||||
through | 2014 | 2013 | 2012 | ||||||||||||||||
December 31, 2014 | |||||||||||||||||||
Cash paid during the period for: | |||||||||||||||||||
Interest on junior subordinated debentures | $ | 6,116 | $ | 6,116 | $ | 12,232 | $ | 12,232 | |||||||||||
Interest | $ | 25,858 | $ | 21,702 | $ | 45,260 | $ | 38,880 | |||||||||||
Income taxes | $ | 8 | $ | 856 | $ | 1,078 | $ | 479 | |||||||||||
Non-cash investing activities: | |||||||||||||||||||
Property and equipment purchased with capital lease | $ | 76 | $ | 241 | $ | 358 | $ | 155 | |||||||||||
Quarterly_Data_Tables
Quarterly Data (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Schedule of Quarterly Data | |||||||||||||||||||||
2014 | Total | Fourth | Third | Second | First | ||||||||||||||||
Net sales | $ | 734,669 | $ | 181,336 | $ | 195,956 | $ | 202,598 | $ | 154,779 | |||||||||||
(Loss) income from operations | (31,147 | ) | 6,953 | 23,306 | (69,003 | ) | 7,597 | ||||||||||||||
Net (loss) income | (63,463 | ) | (4,959 | ) | 1,812 | (56,254 | ) | (4,062 | ) | ||||||||||||
2013 | Total | Fourth | Third | Second | First | ||||||||||||||||
Net sales | $ | 701,641 | $ | 172,629 | $ | 192,382 | $ | 192,711 | $ | 143,919 | |||||||||||
Income from operations | 56,441 | 8,655 | 22,429 | 17,573 | 7,784 | ||||||||||||||||
Net (loss) income | (1,148 | ) | (2,974 | ) | 1,748 | 4,663 | (4,585 | ) |
Segment_Reporting_and_Geograph1
Segment Reporting and Geographic Information (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||
Revenues and Income from Operations for Reportable Segments | The table below presents revenues and income from operations for the reportable segments for the years ended December 31, 2014, 2013, and 2012. | ||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||
Period from | Six months | Year | Year | ||||||||||||||||
June 30, 2014 | Ended | Ended | Ended | ||||||||||||||||
through | June 29, | December 31, | December 31, | ||||||||||||||||
December 31, 2014 | 2014 | 2013 | 2012 | ||||||||||||||||
Revenues | |||||||||||||||||||
United States, excluding All Points | $ | 293,219 | $ | 269,009 | $ | 541,037 | $ | 517,135 | |||||||||||
All Points | 9,362 | 10,238 | 20,798 | 18,837 | |||||||||||||||
Canada | 70,566 | 73,867 | 132,158 | 12,555 | |||||||||||||||
Mexico | 3,507 | 3,620 | 6,842 | 6,268 | |||||||||||||||
Australia | 638 | 643 | 806 | 670 | |||||||||||||||
Total revenues | $ | 377,292 | $ | 357,377 | $ | 701,641 | $ | 555,465 | |||||||||||
Segment Income (Loss) from Operations | |||||||||||||||||||
United States, excluding All Points | $ | 5,072 | $ | (44,830 | ) | $ | 52,255 | $ | 42,896 | ||||||||||
All Points | 655 | 896 | 1,737 | 881 | |||||||||||||||
Canada | 3,189 | 4,214 | 2,847 | (3,050 | ) | ||||||||||||||
Mexico | 73 | 446 | 629 | 787 | |||||||||||||||
Australia | (748 | ) | (114 | ) | (1,027 | ) | (546 | ) | |||||||||||
Total segment income (loss) from operations | $ | 8,241 | $ | (39,388 | ) | $ | 56,441 | $ | 40,968 | ||||||||||
Assets by Segment | Assets by segment as of December 31, 2014 and 2013 were as follows: | ||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||
As of | As of | ||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||
2014 | 2013 | ||||||||||||||||||
Assets: | |||||||||||||||||||
United States, excluding All Points | $ | 1,522,371 | $ | 936,008 | |||||||||||||||
All Points | 16,108 | 8,379 | |||||||||||||||||
Canada | 346,691 | 300,906 | |||||||||||||||||
Mexico | 15,886 | 17,964 | |||||||||||||||||
Australia | 1,957 | 1,599 | |||||||||||||||||
Total Assets | $ | 1,903,013 | $ | 1,264,856 | |||||||||||||||
Successor | Predecessor | ||||||||||||||||||
As of | As of | ||||||||||||||||||
December 31, | December 31, | ||||||||||||||||||
2014 | 2013 | ||||||||||||||||||
Cash & cash equivalents: | |||||||||||||||||||
United States, excluding All Points | $ | 13,192 | $ | 27,632 | |||||||||||||||
All Points | 696 | 714 | |||||||||||||||||
Canada | 3,186 | 5,039 | |||||||||||||||||
Mexico | 1,396 | 1,570 | |||||||||||||||||
Australia | 15 | 14 | |||||||||||||||||
Consolidated cash & cash equivalents | $ | 18,485 | $ | 34,969 | |||||||||||||||
Summary of Revenue Based on Products for Company's Significant Product Categories | Following is revenue based on products for the Company’s significant product categories: | ||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||
Period from June 30, | Six months | Year | Year | ||||||||||||||||
2014 through | ended | ended December 31, | ended | ||||||||||||||||
December 31, 2014 | June 29, | 2013 | December 31, | ||||||||||||||||
2014 | 2012 | ||||||||||||||||||
Net sales | |||||||||||||||||||
Keys | $ | 48,327 | $ | 45,511 | $ | 90,518 | $ | 86,943 | |||||||||||
Engraving | 25,465 | 24,065 | 48,442 | 48,979 | |||||||||||||||
Letters, numbers and signs | 19,439 | 16,145 | 34,045 | 32,251 | |||||||||||||||
Fasteners | 241,636 | 232,221 | 450,234 | 308,770 | |||||||||||||||
Threaded rod | 16,269 | 16,535 | 31,802 | 33,326 | |||||||||||||||
Code cutter | 1,425 | 1,392 | 2,680 | 2,851 | |||||||||||||||
Builders hardware | 10,482 | 10,106 | 17,320 | 16,370 | |||||||||||||||
Other | 14,249 | 11,402 | 26,600 | 25,975 | |||||||||||||||
Consolidated net sales | $ | 377,292 | $ | 357,377 | $ | 701,641 | $ | 555,465 | |||||||||||
Basis_of_Presentation_Addition
Basis of Presentation - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | 16-May-14 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment | ||||
Business Acquisition [Line Items] | ||||
Fair value of consideration transferred | $1,504,498 | $1,399,055 | ||
Liquidation outstanding junior subordinated debentures | 105,443 | |||
Number of business segments | 5 | |||
CCMP Capital Advisors, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Ownership in common stock | 80.40% | |||
Successor [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of consideration transferred | 1,504,498 | |||
Total Revenues [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of customers | 25,000 | |||
Major customer, accounted percentage | 40.70% | 39.70% | 40.10% | |
Total Revenues [Member] | Customer Concentration Risk [Member] | United States, Excluding All Points [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of separate customers | 2 | 2 | 2 | |
Total Revenues [Member] | Customer Concentration Risk [Member] | Canada [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of separate customers | 2 | 2 | 2 | |
Total Revenues [Member] | Customer Concentration Risk [Member] | Mexico [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of separate customers | 2 | 2 | 2 | |
Total Revenues [Member] | Customer Concentration Risk [Member] | Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Major customer, accounted percentage | 10.00% | 10.00% | 10.00% | |
Total Revenues [Member] | Predecessor [Member] | ||||
Business Acquisition [Line Items] | ||||
Major customer, accounted percentage | 39.70% | 40.10% | ||
Total Revenues [Member] | Predecessor [Member] | Customer Concentration Risk [Member] | United States, Excluding All Points [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of separate customers | 2 | 2 | ||
Total Revenues [Member] | Predecessor [Member] | Customer Concentration Risk [Member] | Canada [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of separate customers | 2 | 2 | ||
Total Revenues [Member] | Predecessor [Member] | Customer Concentration Risk [Member] | Mexico [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of separate customers | 2 | 2 | ||
Total Revenues [Member] | Predecessor [Member] | Customer Concentration Risk [Member] | Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Major customer, accounted percentage | 10.00% | 10.00% | ||
Total Revenues [Member] | Successor [Member] | ||||
Business Acquisition [Line Items] | ||||
Major customer, accounted percentage | 40.70% | |||
Total Revenues [Member] | Successor [Member] | Customer Concentration Risk [Member] | United States, Excluding All Points [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of separate customers | 2 | |||
Total Revenues [Member] | Successor [Member] | Customer Concentration Risk [Member] | Canada [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of separate customers | 2 | |||
Total Revenues [Member] | Successor [Member] | Customer Concentration Risk [Member] | Mexico [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of separate customers | 2 | |||
Total Revenues [Member] | Successor [Member] | Customer Concentration Risk [Member] | Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Major customer, accounted percentage | 10.00% | |||
Non-Recurring [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition related costs | $54,400 | 54,400 | ||
Oak Hill Capital Partners [Member] | CCMP Capital Advisors, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Date of acquisition | 30-Jun-14 | |||
Date of Merger | 16-May-14 | |||
Oak Hill Funds [Member] | Predecessor [Member] | ||||
Business Acquisition [Line Items] | ||||
Ownership in common stock | 95.60% | |||
Oak Hill Funds [Member] | Successor [Member] | ||||
Business Acquisition [Line Items] | ||||
Ownership in common stock | 16.90% | |||
Members of management [Member] | Predecessor [Member] | ||||
Business Acquisition [Line Items] | ||||
Ownership in common stock | 4.40% | |||
Members of management [Member] | Successor [Member] | ||||
Business Acquisition [Line Items] | ||||
Ownership in common stock | 2.70% |
Basis_of_Presentation_Fair_Val
Basis of Presentation - Fair Value of Acquired Assets and Assumed Liabilities to Total Purchase Price (Detail) (USD $) | 0 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | 16-May-14 | Dec. 31, 2014 |
Business Combination, Separately Recognized Transactions [Abstract] | ||
Fair value of consideration transferred | $1,504,498 | $1,399,055 |
Cash | 28,695 | |
Accounts receivable | 113,030 | |
Inventory | 187,509 | |
Other current assets | 25,224 | |
Property and equipment | 117,336 | |
Goodwill | 624,870 | |
Intangible assets | 822,620 | |
Other non-current assets | 3,481 | |
Total assets acquired | 1,922,765 | |
Accounts payable | -65,009 | |
Deferred income taxes | -275,957 | |
Junior subordinated debentures | -105,443 | |
Junior subordinated debentures premium | -22,437 | |
Other liabilities | -54,864 | |
Total purchase price | $1,399,055 |
Basis_of_Presentation_Summary_
Basis of Presentation - Summary of Pro Forma Financial Statements of Company (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Business Combinations [Abstract] | ||
Net Sales | $734,669 | $717,571 |
Net Loss | ($4,863) | ($60,082) |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2014 | Jun. 29, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Foreign bank balance | $4,597,000 | $4,597,000 | $6,701,000 | ||
Maturity period | 90 days | ||||
Allowance for doubtful accounts | 627,000 | 627,000 | 703,000 | ||
Period for classifying as non moving inventory | 24 months | ||||
Capitalized computer software additions | 2,298,000 | 5,685,000 | |||
Estimated useful lives of assets | Generally two to 27 years or over the terms of the related leases, whichever is shorter. | ||||
Impairment charges | 0 | 0 | 0 | ||
Long-lived assets impairment charges | 0 | 0 | 0 | 0 | |
Risk cover by third party, maximum | 40,000,000 | 40,000,000 | |||
Risk cover by third party, minimum | 250,000 | 250,000 | |||
Loss limit covered under self-insurance | 200,000 | ||||
Percentage of coverage under health insurance plan | 125.00% | ||||
Matching contribution for eligible employees, percentage | 6.00% | ||||
Maximum matching contribution for eligible employees | 50.00% | ||||
Maximum employee contribution percentage | 8.00% | ||||
Percentage of employer required contribution | 100.00% | ||||
Defined contribution plan costs | 1,843,000 | 1,426,000 | |||
Shipping and handling costs | 26,095,000 | 23,067,000 | |||
Research and development costs | 1,366,000 | 1,222,000 | |||
Common stock, shares outstanding | 51.9 | ||||
Deferred Profit Sharing Plan [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Minimum required contribution | 0 | ||||
Put Options [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Fair value of temporary equity held by management | 16,975,000 | ||||
Common stock, shares outstanding | 161.2 | ||||
Successor [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Capitalized computer software additions | 5,097,000 | ||||
Defined contribution plan costs | 983,000 | ||||
Shipping and handling costs | 15,989,000 | ||||
Research and development costs | 598,000 | ||||
Successor [Member] | Put Options [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Common stock, shares outstanding | 0 | 0 | |||
Predecessor [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Capitalized computer software additions | 704,000 | ||||
Defined contribution plan costs | 1,003,000 | ||||
Shipping and handling costs | 14,890,000 | ||||
Research and development costs | 1,094,000 | ||||
Predecessor [Member] | Put Options [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Fair value of temporary equity held by management | 16,975,000 | ||||
Common stock, shares outstanding | 161.2 | ||||
Minimum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of assets | 2 years | ||||
Percentage of fair value over carrying value | 10.00% | 10.00% | |||
Minimum [Member] | RRSP [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Matching contribution for eligible employees, percentage | 1.00% | ||||
Employee service period | 2 years | ||||
Maximum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of assets | 27 years | ||||
Compensation and general liability losses | $250,000 | $250,000 | |||
Maximum [Member] | RRSP [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Matching contribution for eligible employees, percentage | 5.00% |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (Paulin [Member], USD $) | 0 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Feb. 19, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Paulin [Member] | |||
Business Acquisition [Line Items] | |||
Aggregate purchase price, cash paid | $103,416 | ||
Date of acquisition | 19-Feb-13 | ||
Post-acquisition revenues | 130,459 | ||
Post-acquisition net income | $3,009 |
Acquisitions_Estimated_Fair_Va
Acquisitions - Estimated Fair Value of Acquired Assets and Assumed Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 19, 2013 |
In Thousands, unless otherwise specified | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $113,030 | ||
Inventory | 187,509 | ||
Other current assets | 25,224 | ||
Property and equipment | 117,336 | ||
Goodwill | 621,560 | 466,227 | |
Intangibles | 822,620 | ||
Total assets acquired | 1,922,765 | ||
Deferred income taxes | -275,957 | ||
Total purchase price | 1,399,055 | ||
Paulin [Member] | |||
Business Acquisition [Line Items] | |||
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 | ||
Deferred income taxes | -5,437 | ||
Liabilities assumed | -13,434 | ||
Total purchase price | $103,416 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 12 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Jun. 29, 2014 | Jun. 29, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property | ||||||
Lease | ||||||
Paulin [Member] | ||||||
Capital Leased Assets [Line Items] | ||||||
Number of leases | 3 | |||||
Number of properties leased | 5 | |||||
Lease agreement date | 19-Feb-13 | |||||
Successor [Member] | ||||||
Capital Leased Assets [Line Items] | ||||||
Management and transaction fee charges and expenses to related party | $276 | |||||
Rental expense for the leases | 146 | |||||
Successor [Member] | Paulin [Member] | ||||||
Capital Leased Assets [Line Items] | ||||||
Rental expense for the leases | 371 | |||||
Predecessor [Member] | ||||||
Capital Leased Assets [Line Items] | ||||||
Management and transaction fee charges and expenses to related party | 15 | 15 | 77 | 155 | ||
Rental expense for the leases | 165 | 311 | 311 | |||
Predecessor [Member] | Paulin [Member] | ||||||
Capital Leased Assets [Line Items] | ||||||
Rental expense for the leases | $376 | $687 |
Income_Taxes_Components_of_Com
Income Taxes - Components of Company's Income Tax Provision (Detail) (USD $) | 6 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Jun. 29, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Successor [Member] | ||||
Current: | ||||
Federal & State | $102 | |||
Foreign | 800 | |||
Total current | 902 | |||
Deferred: | ||||
Federal & State | -7,081 | |||
Foreign | -98 | |||
Total deferred | -7,179 | |||
Valuation allowance | 89 | |||
Income tax benefit | -6,188 | |||
Predecessor [Member] | ||||
Current: | ||||
Federal & State | 105 | 552 | 206 | |
Foreign | 212 | 795 | 344 | |
Total current | 317 | 1,347 | 550 | |
Deferred: | ||||
Federal & State | -23,056 | -2,857 | -5,000 | |
Foreign | 328 | -890 | -746 | |
Total deferred | -22,728 | -3,747 | -5,746 | |
Valuation allowance | -1,717 | -381 | 28 | |
Income tax benefit | ($24,128) | ($2,781) | ($5,168) |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2014 | Jun. 29, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Contingency [Line Items] | |||||
Deferred tax assets, operating loss carryforwards | $377,000 | $377,000 | |||
Income tax examination, description | As of December 31, 2014, with a few exceptions, the Company is no longer subject to U.S. federal, state, and foreign tax examinations by tax authorities for the tax years prior to 2011. | ||||
Paulin [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Valuation allowance | 194,000 | 194,000 | |||
Increase in valuation allowance for net operating loss carryforwards | 74,000 | ||||
General Business Tax Credit Carryforwards [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Tax credit carryforwards | 294,000 | 294,000 | |||
Valuation allowance | 149,000 | 149,000 | |||
Foreign Tax Credit Carryforwards [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Tax credit carryforwards | 675,000 | 675,000 | |||
Successor [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Decrease in the reserve for unrecognized tax benefits | 30,000 | ||||
Reduction in deferred tax asset due to unrecognized tax benefit | -58,000 | ||||
Predecessor [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Decrease in the reserve for unrecognized tax benefits | 1,559,000 | 1,538,000 | 1,438,000 | ||
Minimum [Member] | General Business Tax Credit Carryforwards [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Expiry period of carryforwards | 2016 | ||||
Minimum [Member] | Foreign Tax Credit Carryforwards [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Expiry period of carryforwards | 2020 | ||||
Maximum [Member] | General Business Tax Credit Carryforwards [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Expiry period of carryforwards | 2033 | ||||
Maximum [Member] | Foreign Tax Credit Carryforwards [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Expiry period of carryforwards | 2024 | ||||
State and Local Jurisdiction [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Aggregate tax benefit | 4,089,000 | 4,089,000 | |||
Valuation allowance | 290,000 | 290,000 | |||
Increase in valuation allowance for net operating loss carryforwards | 72,000 | ||||
State and Local Jurisdiction [Member] | Minimum [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Expiry period of carryforwards | 2015 | ||||
State and Local Jurisdiction [Member] | Maximum [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Expiry period of carryforwards | 2034 | ||||
Domestic Tax Authority [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Net operating loss carryforwards for tax | 105,867,000 | 105,867,000 | |||
Valuation allowance | 6,000 | 6,000 | |||
Decrease in net capital loss carryforward | 374,000 | ||||
Domestic Tax Authority [Member] | Minimum [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Expiry period of carryforwards | 2022 | ||||
Domestic Tax Authority [Member] | Maximum [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Expiry period of carryforwards | 2034 | ||||
Foreign Subsidiaries [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Net operating loss carryforwards for tax | 1,668,000 | 1,668,000 | |||
Valuation allowance | 703,000 | 703,000 | |||
Deferred tax asset | 312,000 | 312,000 | |||
Foreign Subsidiaries [Member] | Minimum [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Expiry period of carryforwards | 2031 | ||||
Foreign Subsidiaries [Member] | Maximum [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Expiry period of carryforwards | 2034 | ||||
Luxembourg's Tax Codes [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Indefinite operating loss carry forwards | $1,300,000 |
Income_Taxes_Deferred_Tax_Asse
Income Taxes - Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Jun. 29, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||||
Successor [Member] | |||||
Current Deferred Tax Asset: | |||||
Inventory | $9,905 | ||||
Bad debt reserve | 956 | ||||
Casualty loss reserve | 363 | ||||
Accrued bonus / deferred compensation | 1,013 | ||||
Deferred rent | 0 | ||||
Derivative security value | 276 | ||||
Deferred financing fees | 0 | ||||
Deferred revenue - shipping terms | 421 | ||||
Medical insurance reserve | 373 | ||||
Original issue discount amortization | 0 | ||||
Transaction costs | 0 | ||||
Federal / foreign net operating loss | 0 | ||||
State net operating loss | 0 | ||||
Unrecognized tax benefit | 0 | ||||
Tax credit carryforwards | 0 | ||||
All other | 31 | ||||
Gross deferred tax assets | 13,338 | ||||
Valuation allowance for deferred tax assets | -99 | ||||
Net deferred tax assets | 13,239 | ||||
Deferred Tax Liability: | |||||
Intangible asset amortization | 0 | ||||
Property and equipment | 0 | ||||
All other items | 0 | ||||
Deferred tax liabilities | 0 | ||||
Non-current Deferred Tax Asset: | |||||
Inventory | 0 | ||||
Bad debt reserve | 0 | ||||
Casualty loss reserve | 502 | ||||
Accrued bonus / deferred compensation | 907 | ||||
Deferred rent | 68 | ||||
Derivative security value | 0 | ||||
Deferred distribution of foreign subsidiary | 312 | ||||
Deferred financing fees | 5,190 | ||||
Deferred revenue - shipping terms | 0 | ||||
Medical insurance reserve | 0 | ||||
Original issue discount amortization | 513 | ||||
Transaction costs | 1,389 | ||||
Federal / foreign net operating loss | 37,552 | ||||
State net operating loss | 4,089 | ||||
Unrecognized tax benefit | -435 | -465 | |||
Tax credit carryforwards | 3,619 | ||||
All other | 531 | ||||
Gross deferred tax assets | 54,614 | ||||
Valuation allowance for deferred tax assets | -1,124 | ||||
Net deferred tax assets | 53,490 | ||||
Deferred Tax Liability: | |||||
Intangible asset amortization | 303,124 | ||||
Property and equipment | 24,147 | ||||
Deferred tax liabilities | 327,271 | ||||
Net deferred tax liability | 260,542 | ||||
Long term net deferred tax liability | 273,781 | ||||
Current net deferred tax asset | 13,239 | ||||
Long term net deferred tax asset | 0 | ||||
Net deferred tax liability | 260,542 | ||||
Predecessor [Member] | |||||
Current Deferred Tax Asset: | |||||
Inventory | 8,377 | ||||
Bad debt reserve | 978 | ||||
Casualty loss reserve | 297 | ||||
Accrued bonus / deferred compensation | 1,805 | ||||
Deferred rent | 0 | ||||
Derivative security value | -120 | ||||
Deferred financing fees | 0 | ||||
Deferred revenue - shipping terms | 285 | ||||
Medical insurance reserve | 355 | ||||
Original issue discount amortization | 0 | ||||
Transaction costs | 0 | ||||
Federal / foreign net operating loss | 0 | ||||
State net operating loss | 0 | ||||
Unrecognized tax benefit | 0 | ||||
Tax credit carryforwards | 0 | ||||
All other | -275 | ||||
Gross deferred tax assets | 11,702 | ||||
Valuation allowance for deferred tax assets | -606 | ||||
Net deferred tax assets | 11,096 | ||||
Deferred Tax Liability: | |||||
Intangible asset amortization | 0 | ||||
Property and equipment | 0 | ||||
All other items | 0 | ||||
Deferred tax liabilities | 0 | ||||
Non-current Deferred Tax Asset: | |||||
Inventory | 0 | ||||
Bad debt reserve | 0 | ||||
Casualty loss reserve | 410 | ||||
Accrued bonus / deferred compensation | 4,608 | ||||
Deferred rent | 546 | ||||
Derivative security value | 0 | ||||
Deferred financing fees | 283 | ||||
Deferred revenue - shipping terms | 0 | ||||
Medical insurance reserve | 0 | ||||
Original issue discount amortization | 596 | ||||
Transaction costs | 3,454 | ||||
Federal / foreign net operating loss | 20,595 | ||||
State net operating loss | 2,524 | ||||
Unrecognized tax benefit | -465 | -2,024 | -3,002 | -4,440 | |
Tax credit carryforwards | 2,881 | ||||
All other | 824 | ||||
Gross deferred tax assets | 34,697 | ||||
Valuation allowance for deferred tax assets | -2,302 | ||||
Net deferred tax assets | 32,395 | ||||
Deferred Tax Liability: | |||||
Intangible asset amortization | 135,335 | ||||
Property and equipment | 17,106 | ||||
All other items | 14 | ||||
Deferred tax liabilities | 152,455 | ||||
Net deferred tax liability | 108,964 | ||||
Long term net deferred tax liability | 120,060 | ||||
Current net deferred tax asset | 11,096 | ||||
Long term net deferred tax asset | 0 | ||||
Net deferred tax liability | $108,964 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Statutory Income Tax Rates to Effective Income Tax Rates (Detail) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Jun. 29, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Successor [Member] | ||||
Income Taxes [Line Items] | ||||
Statutory federal income tax rate | 35.00% | |||
Non-U.S. taxes and the impact of non-U.S. losses for which a current tax benefit is not available | -11.00% | |||
State and local income taxes, net of U.S. federal income tax benefit | 2.50% | |||
Adjustment of reserve for change in valuation allowance and other items | 0.50% | |||
Adjustment for change in tax law | 3.10% | |||
Adjustment of unrecognized tax benefits | 0.00% | |||
Permanent differences: | ||||
Acquisition and related transaction costs | -8.20% | |||
Meals and entertainment expense | -0.20% | |||
Foreign tax credit | 2.40% | |||
Reconciliation of tax provision to return | 0.00% | |||
Reconciliation of other adjustments | 0.50% | |||
Effective income tax rate | 24.60% | |||
Predecessor [Member] | ||||
Income Taxes [Line Items] | ||||
Statutory federal income tax rate | 35.00% | 35.00% | 35.00% | |
Non-U.S. taxes and the impact of non-U.S. losses for which a current tax benefit is not available | 1.50% | -19.60% | -6.10% | |
State and local income taxes, net of U.S. federal income tax benefit | 3.00% | -0.10% | 1.90% | |
Adjustment of reserve for change in valuation allowance and other items | -0.30% | 15.00% | 1.20% | |
Adjustment for change in tax law | 0.50% | 8.90% | -0.40% | |
Adjustment of unrecognized tax benefits | 0.00% | 36.60% | 11.60% | |
Permanent differences: | ||||
Acquisition and related transaction costs | -4.00% | -4.00% | -0.90% | |
Meals and entertainment expense | -0.10% | -3.50% | -1.10% | |
Foreign tax credit | 0.00% | 1.30% | 0.00% | |
Reconciliation of tax provision to return | 0.00% | 2.00% | 0.50% | |
Reconciliation of other adjustments | -0.50% | -0.80% | 0.00% | |
Effective income tax rate | 35.10% | 70.80% | 41.70% |
Income_Taxes_Components_of_Cha
Income Taxes - Components of Changes in Unrecognized Tax Benefits (Detail) (USD $) | 6 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Jun. 29, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Successor [Member] | ||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||
Unrecognized tax benefits - beginning balance | $465 | |||
Gross increases - tax positions in current period | 0 | |||
Gross decreases - tax positions in prior period | -30 | |||
Unrecognized tax benefits - ending balance | 435 | |||
Amount of unrecognized tax benefit that, if recognized would affect the company's effective tax rate | 435 | |||
Predecessor [Member] | ||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||
Unrecognized tax benefits - beginning balance | 2,024 | 3,002 | 4,440 | |
Gross increases - tax positions in current period | 0 | 0 | 0 | |
Gross increases - tax positions in prior period | 560 | |||
Gross decreases - tax positions in prior period | -1,559 | -1,538 | -1,438 | |
Unrecognized tax benefits - ending balance | 465 | 2,024 | 3,002 | |
Amount of unrecognized tax benefit that, if recognized would affect the company's effective tax rate | $465 | $2,024 | $3,002 |
Property_and_Equipment_Compone
Property and Equipment - Components of Property and Equipment, Net (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Successor [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land | 1,069 | |
Buildings | 2,184 | |
Leasehold improvements | 4,384 | |
Machinery and equipment | 116,371 | |
Furniture and fixtures | 1,127 | |
Construction in process | 3,757 | |
Property and equipment, gross | 128,892 | |
Less: Accumulated depreciation | 14,361 | |
Property and equipment, net | 114,531 | |
Predecessor [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land | 1,166 | |
Buildings | 2,758 | |
Leasehold improvements | 5,808 | |
Machinery and equipment | 143,002 | |
Furniture and fixtures | 1,102 | |
Construction in process | 3,352 | |
Property and equipment, gross | 157,188 | |
Less: Accumulated depreciation | 61,370 | |
Property and equipment, net | $95,818 | |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 27 years | |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 2 years | |
Minimum [Member] | Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 3 years | |
Minimum [Member] | Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 2 years | |
Minimum [Member] | Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 27 years | |
Maximum [Member] | Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 10 years | |
Maximum [Member] | Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 10 years | |
Maximum [Member] | Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 8 years |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 29, 2014 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | |||||
Capitalized software | $11,653 | $13,270 | $11,653 | ||
Capitalized interest | 140 | 182 | |||
Depreciation expense | 24,796 | 22,009 | |||
Predecessor [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense | 24,796 | 22,009 | 14,149 | ||
Successor [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense | $17,277 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Additional Information (Detail) (USD $) | 12 Months Ended | 6 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 29, 2014 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment charges | $0 | $0 | $0 | ||
Predecessor [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | 22,112,000 | 21,752,000 | 11,093,000 | ||
Successor [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Accumulated amortization including of foreign subsidiaries translated using exchange rates | 19,095,000 | ||||
Amortization expense | 19,128,000 | ||||
Future amortization expense, 2015 | 38,187,000 | 38,187,000 | |||
Future amortization expense, 2016 | 38,187,000 | 38,187,000 | |||
Future amortization expense, 2017 | 38,187,000 | 38,187,000 | |||
Future amortization expense, 2018 | 38,187,000 | 38,187,000 | |||
Future amortization expense, 2019 | $38,187,000 | $38,187,000 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Summary of Goodwill Amounts by Reporting Unit (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Goodwill [Line Items] | |
Goodwill, Beginning balance | $466,227 |
Acquisitions | 158,643 |
Dispositions | 0 |
Other | -3,310 |
Goodwill, Ending balance | 621,560 |
United States, Excluding All Points [Member] | |
Goodwill [Line Items] | |
Goodwill, Beginning balance | 446,382 |
Acquisitions | 134,038 |
Dispositions | 0 |
Goodwill, Ending balance | 580,420 |
All Points [Member] | |
Goodwill [Line Items] | |
Goodwill, Beginning balance | 58 |
Acquisitions | 3,302 |
Dispositions | 0 |
Goodwill, Ending balance | 3,360 |
Canada [Member] | |
Goodwill [Line Items] | |
Goodwill, Beginning balance | 12,785 |
Acquisitions | 22,695 |
Dispositions | 0 |
Other | -2,636 |
Goodwill, Ending balance | 32,844 |
Mexico [Member] | |
Goodwill [Line Items] | |
Goodwill, Beginning balance | 7,002 |
Acquisitions | -1,392 |
Dispositions | 0 |
Other | -674 |
Goodwill, Ending balance | 4,936 |
Australia [Member] | |
Goodwill [Line Items] | |
Dispositions | $0 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets - Components of Other Intangibles, Net (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Successor [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 818,036 | |
Less: Accumulated amortization | 19,095 | |
Other intangibles, net | 798,941 | |
Predecessor [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 437,372 | |
Less: Accumulated amortization | 75,007 | |
Other intangibles, net | 362,365 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 20 years | 20 years |
Customer Relationships [Member] | Successor [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 693,852 | |
Customer Relationships [Member] | Predecessor [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 341,500 | |
Trademarks - All Others [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | Indefinite | |
Trademarks - All Others [Member] | Successor [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite Intangible assets, gross | 86,513 | |
Trademarks - All Others [Member] | Predecessor [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite Intangible assets, gross | 54,082 | |
Trademarks - TagWorks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 5 years | 5 years |
Trademarks - TagWorks [Member] | Successor [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 300 | |
Trademarks - TagWorks [Member] | Predecessor [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 240 | |
Patents [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 7 years | 5 years |
Patents [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 12 years | 20 years |
Patents [Member] | Successor [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 32,895 | |
Patents [Member] | Predecessor [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 20,250 | |
Quick Tag License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 6 years | |
Quick Tag License [Member] | Predecessor [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 11,500 | |
Laser Key License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 5 years | |
Laser Key License [Member] | Predecessor [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 1,250 | |
KeyWorks License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 7 years | 10 years |
KeyWorks License [Member] | Successor [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 4,476 | |
KeyWorks License [Member] | Predecessor [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 4,100 | |
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 | |
Non-compete Agreements [Member] | Predecessor [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 4,450 |
LongTerm_Debt_Additional_Infor
Long-Term Debt - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | |
Debt Instrument [Line Items] | |||
Interest underlying the Trust Preferred Securities | 11.60% | ||
Face amount Subordinated Debentures underlying Trust Preferred Securities | $105,443,000 | ||
Aggregate amount of Subordinated Debentures underlying Trust Preferred Securities | 12,231,000 | ||
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 preferred securities when the debentures are repaid, or at maturity on September 30, 2027. | ||
Maturity date of trust preferred securities | 30-Sep-27 | ||
Letter of credit commitments outstanding | 3,723,000 | ||
Prior Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Senior Notes, maturity date | 28-May-17 | ||
6.375% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount of Senior Notes | 330,000,000 | ||
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] | |||
Interest rate on Senior Notes | 10.88% | 10.88% | |
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 | 265,000,000 | ||
Interest rate on Senior Notes | 10.88% | ||
Term Loan B [Member] | |||
Debt Instrument [Line Items] | |||
LIBOR interest rate in Term B Loans | 4.50% | ||
Senior Secured Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Senior secured credit facility consisting of revolver and term loan | 620,000,000 | ||
Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility | 550,000,000 | ||
Maturity term of loan | 7 years | ||
Debt instrument variable rate description | The Senior Facilities provide term loan borrowings at interest rates based on LIBOR plus a LIBOR Spread of 3.50%, or an Alternate Base Rate ("ABR") plus an ABR Spread of 2.50%. | ||
Adjusted interest rate | 4.50% | ||
Term Loan [Member] | Prior Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility | 384,400,000 | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility | 70,000,000 | ||
Maturity term of loan | 5 years | ||
Debt instrument variable rate description | The Senior Facilities provide Revolver borrowings at interest rates based on 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% | ||
Letter of credit commitments outstanding | 66,277,000 | ||
Revolving Credit Facility [Member] | Prior Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility | 30,000,000 | ||
Letter of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument maximum borrowing capacity | 5.00% | ||
Letter of credit commitments outstanding | 3,700,000 | ||
Secured Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility | 547,857,000 | ||
Credit facility | 607,000 | ||
Secured Credit Facility [Member] | Term Loan B [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility | $547,250,000 | ||
London Interbank Offered Rate (LIBOR) [Member] | Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument spread variable rate | 3.50% | ||
London Interbank Offered Rate (LIBOR) [Member] | Term Loan [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument floor rate | 1.00% | ||
London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument spread variable rate | 3.25% | ||
Adjusted interest 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] | |||
Adjusted interest rate | 2.25% | ||
Base Rate [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument spread variable rate | 2.25% |
LongTerm_Debt_Summary_of_LongT
Long-Term Debt - Summary of Long-Term Debt (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Successor [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | $877,857 | |
Less: amounts due in one year | 5,707 | |
Long-term debt | 872,150 | |
Long-term debt gross | 877,857 | |
Successor [Member] | Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | 547,250 | |
Long-term debt gross | 547,250 | |
Successor [Member] | 6.375% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | 330,000 | |
Long-term debt gross | 330,000 | |
Successor [Member] | Capital Leases and Other Obligations [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | 607 | |
Predecessor [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | 653,915 | |
Less: amounts due in one year | 4,187 | |
Long-term debt | 649,728 | |
Long-term debt gross | 653,915 | |
Predecessor [Member] | Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | 381,609 | |
Long-term debt gross | 381,609 | |
Predecessor [Member] | 10.875% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | 271,750 | |
Long-term debt gross | 271,750 | |
Predecessor [Member] | Capital Leases and Other Obligations [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | $556 |
LongTerm_Debt_Summary_of_LongT1
Long-Term Debt - Summary of Long-Term Debt (Parenthetical) (Detail) | Dec. 31, 2014 | Dec. 31, 2013 |
6.375% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate on Senior Notes | 6.38% | 6.38% |
10.875% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate on Senior Notes | 10.88% | 10.88% |
Successor [Member] | 6.375% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate on Senior Notes | 6.38% | |
Successor [Member] | 10.875% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate on Senior Notes | 10.88% | |
Predecessor [Member] | 10.875% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate on Senior Notes | 10.88% |
LongTerm_Debt_Aggregate_Minimu
Long-Term Debt - Aggregate Minimum Principal Maturities of Long-Term Debt (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Debt Disclosure [Abstract] | |
2015 | $5,707 |
2016 | 5,695 |
2017 | 5,612 |
2018 | 5,552 |
2019 | 5,536 |
2020 and thereafter | $849,755 |
Leases_Additional_Information_
Leases - Additional Information (Detail) (USD $) | 12 Months Ended | 6 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Jun. 29, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating Leased Assets [Line Items] | |||||
Minimum lease period | 1 year | ||||
Successor [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Rental expense for all operating leases | $6,511 | ||||
Predecessor [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Rental expense for all operating leases | $5,890 | $11,788 | $8,787 |
Leases_Future_Minimum_Lease_Pa
Leases - Future Minimum Lease Payments Under Non-Cancellable Leases (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Leases [Abstract] | |
Future minimum operating lease payments, 2015 | $10,192 |
Future minimum operating lease payments, 2016 | 7,633 |
Future minimum operating lease payments, 2017 | 6,145 |
Future minimum operating lease payments, 2018 | 5,088 |
Future minimum operating lease payments, 2019 | 4,726 |
Future minimum operating lease payments, later years | 27,762 |
Total minimum operating lease payments | 61,546 |
Future minimum capital lease payments, 2015 | 243 |
Future minimum capital lease payments, 2016 | 218 |
Future minimum capital lease payments, 2017 | 125 |
Future minimum capital lease payments, 2018 | 58 |
Future minimum capital lease payments, 2019 | 38 |
Future minimum capital lease payments, later years | 5 |
Total minimum capital lease payments | 687 |
Less amounts representing interest | -80 |
Present value of net minimum lease payments (including $207 currently payable) | $607 |
Leases_Future_Minimum_Lease_Pa1
Leases - Future Minimum Lease Payments Under Non-Cancellable Leases (Parenthetical) (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Leases [Abstract] | |
Present value of net minimum capital lease payments, currently payable | $207 |
Deferred_Compensation_Plan_Add
Deferred Compensation Plan - Additional Information (Detail) (USD $) | 12 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2014 | Jun. 29, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Investments And Employee Deferred Compensation Plan [Line Items] | |||||
Percentage of deferred salary and commissions | 25.00% | ||||
Percentage of bonuses | 100.00% | ||||
Percentage of deferred matching contribution amount | 25.00% | ||||
Vesting schedule | 5 years | ||||
Successor [Member] | |||||
Investments And Employee Deferred Compensation Plan [Line Items] | |||||
Assets held in mutual funds | 2,244,000 | $2,244,000 | |||
Restricted investments | 494,000 | 494,000 | |||
Trading gains and offsetting compensation expense | 43,000 | ||||
Distributions from the deferred compensation plan aggregated | 0 | 0 | |||
Predecessor [Member] | |||||
Investments And Employee Deferred Compensation Plan [Line Items] | |||||
Assets held in mutual funds | 4,386,000 | ||||
Restricted investments | 2,856,000 | ||||
Trading gains and offsetting compensation expense | 95,000 | 364,000 | 329,000 | ||
Distributions from the deferred compensation plan aggregated | 2,893,000 | 864,000 | 357,000 | ||
Maximum [Member] | |||||
Investments And Employee Deferred Compensation Plan [Line Items] | |||||
Matching contribution on deferred amount | 10,000 |
Guaranteed_Preferred_Beneficia2
Guaranteed Preferred Beneficial Interest in the Company's Junior Subordinated Debentures - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Sep. 30, 1997 | Dec. 31, 2014 | Jun. 30, 2014 |
Schedule of Investments [Abstract] | ||||
Trust Preferred Securities issued | $105,446 | |||
Number of Trust Preferred Securities issued | 4,217,724 | |||
Interest rate Junior Subordinated Debentures | 11.60% | |||
Maturity date of preferred securities | 30-Sep-27 | |||
Liquidation amount of preferred security | $25 | |||
Trust issued common securities to the Company | 3,261 | |||
Debentures interest payment defer period maximum | 60 months | |||
Trust Preferred Securities, redemption description | The Trust will redeem the preferred securities when the debentures are repaid, or at maturity on September 30, 2027. | |||
11.6% Junior subordinated debentures, due date | 30-Sep-27 | |||
Percentage of redemption price of debentures over principal amount | 100.00% | |||
Junior Subordinated Debentures recorded at fair value based on price | 131,141 | |||
Trust Preferred Securities underlying price | $30.32 | |||
Amortizing the premium on Junior Subordinated Debentures | $22,437 |
Guaranteed_Preferred_Beneficia3
Guaranteed Preferred Beneficial Interest in the Company's Junior Subordinated Debentures - Summary of Financial Information of Trust (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Preferred Junior Subordinated Debentures [Member] | |
Schedule of Investments [Line Items] | |
Non-current assets - junior subordinated debentures | $127,424 |
Common Junior Subordinated Debentures [Member] | |
Schedule of Investments [Line Items] | |
Non-current assets - junior subordinated debentures | 3,261 |
Trust Preferred Securities [Member] | |
Schedule of Investments [Line Items] | |
Non-current liabilities - trust preferred securities | 127,424 |
Common Trust Securities [Member] | |
Schedule of Investments [Line Items] | |
Stockholder's equity - trust common securities | 3,261 |
Trust Securities [Member] | |
Schedule of Investments [Line Items] | |
Total liabilities and stockholders' equity | 130,685 |
Junior Subordinated Debentures [Member] | |
Schedule of Investments [Line Items] | |
Total Assets | $130,685 |
Common_and_Preferred_Stock_Add
Common and Preferred Stock - Additional Information (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Class of Stock [Line Items] | ||
Common stock held by management | 51.9 | |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Put Options [Member] | ||
Class of Stock [Line Items] | ||
Common stock held by management | 161 | |
Fair value adjusted to common stock | 16,975 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2014 | Jun. 29, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock options available for grant | 44,021.26 | |||||
2014 Equity Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock options available for grant | 8,204.25 | 8,204.25 | ||||
Common stock options granted | 35,817.01 | |||||
Common stock options granted | 18,208.50 | |||||
Dividend yield | 0.00% | |||||
Risk-free interest rate | 2.10% | |||||
Expected volatility | 32.00% | |||||
Share based compensation | $675,000 | |||||
Unrecognized compensation expense for unvested options | 6,110,000 | 6,110,000 | ||||
Weighted average period required for recognition of compensation expense | 4 years 6 months | |||||
2014 Equity Incentive Plan [Member] | Time Based Vesting [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value of option | $372.60 | |||||
2014 Equity Incentive Plan [Member] | Performance Based Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock options granted | 17,608.50 | |||||
Share based compensation | 0 | |||||
2014 Equity Incentive Plan [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected term | 6 years 6 months | |||||
2014 Equity Incentive Plan [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected term | 6 years 9 months | |||||
Deferred Stock Unit [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Deferred stock units right to receive a cash payment | 1,323,000 | 1,323,000 | ||||
Predecessor [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Predecessor's number of shares | 44,180 | |||||
Share based compensation | 39,229,000 | 9,006,000 | 714,000 | |||
Deferred stock units right to receive a cash payment | 2,893,000 | 864,000 | 357,000 | |||
Employee Stock Option [Member] | Predecessor [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Predecessor's liability | $48,517,000 |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Stock Option Activity (Detail) (2014 Equity Incentive Plan [Member], USD $) | 12 Months Ended | 6 Months Ended |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, Number of Shares | 35,817 | |
Successor [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, Number of Shares | 35,817 | |
Exercised or converted, Number of Shares | 0 | |
Forfeited or expired, Number of Shares | 0 | |
Outstanding at December 31, 2014, Number of Shares | 35,817 | 35,817 |
Exercisable at December 31, 2014, Number of Shares | 0 | 0 |
Granted, Weighted Average Exercise Price Per Share | $1,000 | |
Exercised or converted, Weighted Average Exercise Price Per Share | $0 | |
Forfeited or expired, Weighted Average Exercise Price Per Share | $0 | |
Outstanding at December 31, 2014, Weighted Average Exercise Price Per Share | 1,000 | $1,000 |
Exercisable at December 31, 2014, Weighted Average Exercise Price Per Share | 0 | $0 |
Outstanding, Weighted Average Remaining Contractual Term (Years) | 9 years 6 months | |
Outstanding at December 31, 2014, Aggregate Intrinsic Value | 0 | $0 |
Derivatives_and_Hedging_Additi
Derivatives and Hedging - Additional Information (Detail) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 29, 2014 | Jun. 24, 2010 | Dec. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Jun. 24, 2010 | Sep. 03, 2014 | Dec. 31, 2014 | Sep. 03, 2014 | Sep. 03, 2014 | Dec. 31, 2014 | Sep. 03, 2014 | 20-May-13 | Dec. 31, 2014 | 20-May-13 | 20-May-13 | Dec. 31, 2014 | 20-May-13 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Apr. 20, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 20, 2012 | 30-May-12 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 30-May-12 | 30-May-12 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 30-May-12 | Dec. 18, 2012 | Dec. 31, 2014 | Dec. 31, 2012 | Dec. 18, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | |
USD ($) | USD ($) | Predecessor [Member] | 2010 Swap [Member] | 2010 Swap [Member] | 2010 Swap [Member] | 2010 Swap [Member] | 2010 Swap [Member] | 2010 Swap [Member] | 2014 Swap No. 1 [Member] | 2014 Swap No. 1 [Member] | 2014 Swap No. 1 [Member] | 2014 Swap No. 2 [Member] | 2014 Swap No. 2 [Member] | 2014 Swap No. 2 [Member] | 2013 Rate Cap No. 1 [Member] | 2013 Rate Cap No. 1 [Member] | 2013 Rate Cap No. 1 [Member] | 2013 Rate Cap No. 2 [Member] | 2013 Rate Cap No. 2 [Member] | 2013 Rate Cap No. 2 [Member] | 2013 FX Contracts [Member] | 2013 FX Contracts [Member] | 2013 FX Contracts [Member] | 2013 FX Contracts [Member] | 2013 FX Contracts [Member] | 2013 FX Contracts [Member] | 2013 FX Contracts [Member] | 2012 Metal Swap No. 1 [Member] | 2012 Metal Swap No. 1 [Member] | 2012 Metal Swap No. 1 [Member] | 2012 Metal Swap No. 1 [Member] | 2012 Metal Swap No. 1 [Member] | 2012 Metal Swap No. 2 [Member] | 2012 Metal Swap No. 2 [Member] | 2012 Metal Swap No. 2 [Member] | 2012 Metal Swap No. 2 [Member] | 2012 Metal Swap No. 2 [Member] | 2012 Metal Swap No. 3 [Member] | 2012 Metal Swap No. 3 [Member] | 2012 Metal Swap No. 3 [Member] | 2012 Metal Swap No. 3 [Member] | 2012 Metal Swap No. 3 [Member] | 2012 FX Contract [Member] | 2012 FX Contract [Member] | 2012 FX Contract [Member] | 2012 FX Contract [Member] | 2014 FX Contracts [Member] | 2014 FX Contracts [Member] | 2014 FX Contracts [Member] | Foreign Exchange Forward Contracts [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | CAD | CAD | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | CAD | USD ($) | Minimum [Member] | Maximum [Member] | USD ($) | ||||||||||||||||||||
MT | MT | MT | |||||||||||||||||||||||||||||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Term of derivative instrument | 2 years | 3 years | 3 years | 2 years | 2 years | 8 months | 7 months | 10 months | 6 months | ||||||||||||||||||||||||||||||||||||||||||
Notional amount of derivative instrument | $115,000,000 | $90,000,000 | $40,000,000 | $150,000,000 | $75,000,000 | 44,591,000 | $0 | $294,700 | $0 | $77,900 | $0 | $272,500 | 105,000,000 | ||||||||||||||||||||||||||||||||||||||
Fixed interest rate of Swap Agreement | 2.47% | 2.20% | 2.20% | ||||||||||||||||||||||||||||||||||||||||||||||||
Effective date of agreement | 31-May-11 | 1-Oct-15 | 1-Oct-15 | 28-May-13 | 28-May-13 | ||||||||||||||||||||||||||||||||||||||||||||||
Termination date of derivative | 31-May-13 | 30-Sep-18 | 30-Sep-18 | 19-Jun-14 | 19-Jun-14 | 31-Jul-13 | 31-Dec-14 | 31-Dec-12 | 31-Dec-12 | 31-Mar-13 | 21-May-13 | 31-Mar-14 | 31-Dec-15 | ||||||||||||||||||||||||||||||||||||||
Unrealized gain (loss) on derivative | 643,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of interest expense | 418,000 | 787,000 | 284,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | 0 | -418,000 | 0 | -42,000 | -6,000 | -6,000 | -1,475,000 | ||||||||||||||||||||||||||||||||||||||||||||
Fair value interest rate swaps | -935,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Unfavorable change in fair value since the inception | 935,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
LIBOR interest rate | 1.25% | 1.25% | |||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of interest rate caps | 53,000 | 53,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized loss recognized on derivatives | -81,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Quantity of derivative instrument | 35 | 10 | 35 | ||||||||||||||||||||||||||||||||||||||||||||||||
Price of copper | 8.42 | 7.79 | 7.785 | ||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of derivative asset | 17,000 | 1,247,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Forward exchange rate | 1.0294 | 1.0821 | 0.9989 | 1.068 | 1.174 | ||||||||||||||||||||||||||||||||||||||||||||||
Increase in other expense | 1,138,000 | 42,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Notional amount of derivative contracts outstanding | 31,032,000 | 26,856,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Increase in other income | $1,289,000 |
Fair_Value_Measurements_Measur
Fair Value Measurements - Measurement of Assets and Liabilities at Fair Value on Recurring Basis (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | ($935,000) | |
Interest rate caps | 53,000 | |
Fair Value Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | 2,244,000 | 4,386,000 |
Interest rate swaps | -935,000 | |
Interest rate caps | 53,000 | |
Foreign exchange forward contracts | 1,247,000 | |
Foreign exchange forward contracts | -42,000 | |
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 | 2,244,000 | 4,386,000 |
Fair Value, Inputs, Level 2 [Member] | Fair Value Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | -935,000 | |
Interest rate caps | 53,000 | |
Foreign exchange forward contracts | 1,247,000 | |
Foreign exchange forward contracts | ($42,000) |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Jun. 29, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||
Interest rate derivative | ($935,000) | |||
Interest Rate Cap [Member] | ||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||
Interest rate derivative | 0 | |||
Successor [Member] | ||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||
Unrealized gains (losses) on securities recorded as other income | 43,000 | |||
Predecessor [Member] | ||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||
Unrealized gains (losses) on securities recorded as other income | $95,000 | $364,000 | $329,000 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value of Company's Fixed Rate Senior Notes and Junior Subordinated Debentures (Detail) (USD $) | Dec. 31, 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 | $315,563 | |
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 | 137,764 | 131,480 |
Junior Subordinated Debentures [Member] | Carrying Amount [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Debt | $130,685 | $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) | Dec. 31, 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% |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 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 | 2,253 |
Aggregate vendors and insurers letters of credit related to product purchases and insurance coverage of product liability, workers' compensation and general liability | 3,723 |
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 | 2,378 |
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 |
Statements_of_Cash_Flows_Suppl
Statements of Cash Flows - Supplemental Disclosures of Cash Flows Information (Detail) (USD $) | 6 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Jun. 29, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Successor [Member] | ||||
Cash paid during the period for: | ||||
Interest | $25,858 | |||
Income taxes | 8 | |||
Non-cash investing activities: | ||||
Property and equipment purchased with capital lease | 76 | |||
Successor [Member] | Junior Subordinated Debentures [Member] | ||||
Cash paid during the period for: | ||||
Interest | 6,116 | |||
Predecessor [Member] | ||||
Cash paid during the period for: | ||||
Interest | 21,702 | 45,260 | 38,880 | |
Income taxes | 856 | 1,078 | 479 | |
Non-cash investing activities: | ||||
Property and equipment purchased with capital lease | 241 | 358 | 155 | |
Predecessor [Member] | Junior Subordinated Debentures [Member] | ||||
Cash paid during the period for: | ||||
Interest | $6,116 | $12,232 | $12,232 |
Quarterly_Data_Schedule_of_Qua
Quarterly Data - Schedule of Quarterly Data (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 29, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Net sales | $181,336 | $195,956 | $202,598 | $154,779 | $172,629 | $192,382 | $192,711 | $143,919 | $734,669 | $701,641 |
(Loss) income from operations | 6,953 | 23,306 | -69,003 | 7,597 | 8,655 | 22,429 | 17,573 | 7,784 | -31,147 | 56,441 |
Net (loss) income | ($4,959) | $1,812 | ($56,254) | ($4,062) | ($2,974) | $1,748 | $4,663 | ($4,585) | ($63,463) | ($1,148) |
Concentration_of_Credit_Risks_
Concentration of Credit Risks - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Total Revenues [Member] | |||
Concentration Risk [Line Items] | |||
Major customer, accounted percentage | 40.70% | 39.70% | 40.10% |
Successor [Member] | |||
Concentration Risk [Line Items] | |||
Number of major customers | 3 | ||
Sales percentage by customer percentage maximum | 5.00% | ||
Purchase major vendor percentage | 5.00% | ||
Trade payable major vendor percentage | 1.10% | ||
Successor [Member] | Accounts receivable [Member] | |||
Concentration Risk [Line Items] | |||
Major customer, accounted percentage | 42.20% | ||
Successor [Member] | Total Revenues [Member] | |||
Concentration Risk [Line Items] | |||
Major customer, accounted percentage | 40.70% | ||
Predecessor [Member] | |||
Concentration Risk [Line Items] | |||
Number of major customers | 3 | 3 | |
Sales percentage by customer percentage maximum | 5.00% | 5.00% | |
Purchase major vendor percentage | 5.00% | 6.70% | |
Trade payable major vendor percentage | 2.00% | 4.70% | |
Predecessor [Member] | Accounts receivable [Member] | |||
Concentration Risk [Line Items] | |||
Major customer, accounted percentage | 44.20% | 49.70% | |
Predecessor [Member] | Total Revenues [Member] | |||
Concentration Risk [Line Items] | |||
Major customer, accounted percentage | 39.70% | 40.10% | |
Customer Concentration Risk [Member] | Total Revenues [Member] | United States, Excluding All Points [Member] | |||
Concentration Risk [Line Items] | |||
Number of separate customers | 2 | 2 | 2 |
Customer Concentration Risk [Member] | Total Revenues [Member] | Canada [Member] | |||
Concentration Risk [Line Items] | |||
Number of separate customers | 2 | 2 | 2 |
Customer Concentration Risk [Member] | Total Revenues [Member] | Mexico [Member] | |||
Concentration Risk [Line Items] | |||
Number of separate customers | 2 | 2 | 2 |
Customer Concentration Risk [Member] | Total Revenues [Member] | Minimum [Member] | |||
Concentration Risk [Line Items] | |||
Major customer, accounted percentage | 10.00% | 10.00% | 10.00% |
Customer Concentration Risk [Member] | Successor [Member] | Total Revenues [Member] | United States, Excluding All Points [Member] | |||
Concentration Risk [Line Items] | |||
Number of separate customers | 2 | ||
Customer Concentration Risk [Member] | Successor [Member] | Total Revenues [Member] | Canada [Member] | |||
Concentration Risk [Line Items] | |||
Number of separate customers | 2 | ||
Customer Concentration Risk [Member] | Successor [Member] | Total Revenues [Member] | Mexico [Member] | |||
Concentration Risk [Line Items] | |||
Number of separate customers | 2 | ||
Customer Concentration Risk [Member] | Successor [Member] | Total Revenues [Member] | Minimum [Member] | |||
Concentration Risk [Line Items] | |||
Major customer, accounted percentage | 10.00% | ||
Customer Concentration Risk [Member] | Predecessor [Member] | Total Revenues [Member] | United States, Excluding All Points [Member] | |||
Concentration Risk [Line Items] | |||
Number of separate customers | 2 | 2 | |
Customer Concentration Risk [Member] | Predecessor [Member] | Total Revenues [Member] | Canada [Member] | |||
Concentration Risk [Line Items] | |||
Number of separate customers | 2 | 2 | |
Customer Concentration Risk [Member] | Predecessor [Member] | Total Revenues [Member] | Mexico [Member] | |||
Concentration Risk [Line Items] | |||
Number of separate customers | 2 | 2 | |
Customer Concentration Risk [Member] | Predecessor [Member] | Total Revenues [Member] | Minimum [Member] | |||
Concentration Risk [Line Items] | |||
Major customer, accounted percentage | 10.00% | 10.00% |
Segment_Reporting_and_Geograph2
Segment Reporting and Geographic Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 5 |
Segment_Reporting_and_Geograph3
Segment Reporting and Geographic Information - Revenues and Income from Operations for Reportable Segments (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 29, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Jun. 29, 2014 | Dec. 31, 2012 |
Revenues | |||||||||||||
Total revenues | $181,336 | $195,956 | $202,598 | $154,779 | $172,629 | $192,382 | $192,711 | $143,919 | $734,669 | $701,641 | |||
Segment Income (Loss) from Operations | |||||||||||||
Total segment income (loss) from operations | 6,953 | 23,306 | -69,003 | 7,597 | 8,655 | 22,429 | 17,573 | 7,784 | -31,147 | 56,441 | |||
Successor [Member] | |||||||||||||
Revenues | |||||||||||||
Total revenues | 377,292 | ||||||||||||
Segment Income (Loss) from Operations | |||||||||||||
Total segment income (loss) from operations | 8,241 | ||||||||||||
Successor [Member] | United States, Excluding All Points [Member] | |||||||||||||
Revenues | |||||||||||||
Total revenues | 293,219 | ||||||||||||
Segment Income (Loss) from Operations | |||||||||||||
Total segment income (loss) from operations | 5,072 | ||||||||||||
Successor [Member] | All Points [Member] | |||||||||||||
Revenues | |||||||||||||
Total revenues | 9,362 | ||||||||||||
Segment Income (Loss) from Operations | |||||||||||||
Total segment income (loss) from operations | 655 | ||||||||||||
Successor [Member] | Canada [Member] | |||||||||||||
Revenues | |||||||||||||
Total revenues | 70,566 | ||||||||||||
Segment Income (Loss) from Operations | |||||||||||||
Total segment income (loss) from operations | 3,189 | ||||||||||||
Successor [Member] | Mexico [Member] | |||||||||||||
Revenues | |||||||||||||
Total revenues | 3,507 | ||||||||||||
Segment Income (Loss) from Operations | |||||||||||||
Total segment income (loss) from operations | 73 | ||||||||||||
Successor [Member] | Australia [Member] | |||||||||||||
Revenues | |||||||||||||
Total revenues | 638 | ||||||||||||
Segment Income (Loss) from Operations | |||||||||||||
Total segment income (loss) from operations | -748 | ||||||||||||
Predecessor [Member] | |||||||||||||
Revenues | |||||||||||||
Total revenues | 701,641 | 357,377 | 555,465 | ||||||||||
Segment Income (Loss) from Operations | |||||||||||||
Total segment income (loss) from operations | 56,441 | -39,388 | 40,968 | ||||||||||
Predecessor [Member] | United States, Excluding All Points [Member] | |||||||||||||
Revenues | |||||||||||||
Total revenues | 541,037 | 269,009 | 517,135 | ||||||||||
Segment Income (Loss) from Operations | |||||||||||||
Total segment income (loss) from operations | 52,255 | -44,830 | 42,896 | ||||||||||
Predecessor [Member] | All Points [Member] | |||||||||||||
Revenues | |||||||||||||
Total revenues | 20,798 | 10,238 | 18,837 | ||||||||||
Segment Income (Loss) from Operations | |||||||||||||
Total segment income (loss) from operations | 1,737 | 896 | 881 | ||||||||||
Predecessor [Member] | Canada [Member] | |||||||||||||
Revenues | |||||||||||||
Total revenues | 132,158 | 73,867 | 12,555 | ||||||||||
Segment Income (Loss) from Operations | |||||||||||||
Total segment income (loss) from operations | 2,847 | 4,214 | -3,050 | ||||||||||
Predecessor [Member] | Mexico [Member] | |||||||||||||
Revenues | |||||||||||||
Total revenues | 6,842 | 3,620 | 6,268 | ||||||||||
Segment Income (Loss) from Operations | |||||||||||||
Total segment income (loss) from operations | 629 | 446 | 787 | ||||||||||
Predecessor [Member] | Australia [Member] | |||||||||||||
Revenues | |||||||||||||
Total revenues | 806 | 643 | 670 | ||||||||||
Segment Income (Loss) from Operations | |||||||||||||
Total segment income (loss) from operations | ($1,027) | ($114) | ($546) |
Segment_Reporting_and_Geograph4
Segment Reporting and Geographic Information - Assets by Segment (Detail) (USD $) | Dec. 31, 2014 | Jun. 29, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||||
Successor [Member] | |||||
Assets | |||||
Total Assets | $1,903,013 | ||||
Cash & cash equivalents: | |||||
Consolidated cash & cash equivalents | 18,485 | 33,030 | |||
Successor [Member] | United States, Excluding All Points [Member] | |||||
Assets | |||||
Total Assets | 1,522,371 | ||||
Cash & cash equivalents: | |||||
Consolidated cash & cash equivalents | 13,192 | ||||
Successor [Member] | All Points [Member] | |||||
Assets | |||||
Total Assets | 16,108 | ||||
Cash & cash equivalents: | |||||
Consolidated cash & cash equivalents | 696 | ||||
Successor [Member] | Canada [Member] | |||||
Assets | |||||
Total Assets | 346,691 | ||||
Cash & cash equivalents: | |||||
Consolidated cash & cash equivalents | 3,186 | ||||
Successor [Member] | Mexico [Member] | |||||
Assets | |||||
Total Assets | 15,886 | ||||
Cash & cash equivalents: | |||||
Consolidated cash & cash equivalents | 1,396 | ||||
Successor [Member] | Australia [Member] | |||||
Assets | |||||
Total Assets | 1,957 | ||||
Cash & cash equivalents: | |||||
Consolidated cash & cash equivalents | 15 | ||||
Predecessor [Member] | |||||
Assets | |||||
Total Assets | 1,264,856 | ||||
Cash & cash equivalents: | |||||
Consolidated cash & cash equivalents | 33,030 | 34,969 | 65,548 | 12,027 | |
Predecessor [Member] | United States, Excluding All Points [Member] | |||||
Assets | |||||
Total Assets | 936,008 | ||||
Cash & cash equivalents: | |||||
Consolidated cash & cash equivalents | 27,632 | ||||
Predecessor [Member] | All Points [Member] | |||||
Assets | |||||
Total Assets | 8,379 | ||||
Cash & cash equivalents: | |||||
Consolidated cash & cash equivalents | 714 | ||||
Predecessor [Member] | Canada [Member] | |||||
Assets | |||||
Total Assets | 300,906 | ||||
Cash & cash equivalents: | |||||
Consolidated cash & cash equivalents | 5,039 | ||||
Predecessor [Member] | Mexico [Member] | |||||
Assets | |||||
Total Assets | 17,964 | ||||
Cash & cash equivalents: | |||||
Consolidated cash & cash equivalents | 1,570 | ||||
Predecessor [Member] | Australia [Member] | |||||
Assets | |||||
Total Assets | 1,599 | ||||
Cash & cash equivalents: | |||||
Consolidated cash & cash equivalents | $14 |
Segment_Reporting_and_Geograph5
Segment Reporting and Geographic Information - Summary of Revenue Based on Products for Company's Significant Product Categories (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 29, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Jun. 29, 2014 | Dec. 31, 2012 |
Product Information [Line Items] | |||||||||||||
Net sales | $181,336 | $195,956 | $202,598 | $154,779 | $172,629 | $192,382 | $192,711 | $143,919 | $734,669 | $701,641 | |||
Successor [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Net sales | 377,292 | ||||||||||||
Successor [Member] | Keys [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Net sales | 48,327 | ||||||||||||
Successor [Member] | Engraving [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Net sales | 25,465 | ||||||||||||
Successor [Member] | Letters, Numbers and Signs [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Net sales | 19,439 | ||||||||||||
Successor [Member] | Fasteners [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Net sales | 241,636 | ||||||||||||
Successor [Member] | Threaded Rod [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Net sales | 16,269 | ||||||||||||
Successor [Member] | Code Cutter [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Net sales | 1,425 | ||||||||||||
Successor [Member] | Builders Hardware [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Net sales | 10,482 | ||||||||||||
Successor [Member] | Other [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Net sales | 14,249 | ||||||||||||
Predecessor [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Net sales | 701,641 | 357,377 | 555,465 | ||||||||||
Predecessor [Member] | Keys [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Net sales | 90,518 | 45,511 | 86,943 | ||||||||||
Predecessor [Member] | Engraving [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Net sales | 48,442 | 24,065 | 48,979 | ||||||||||
Predecessor [Member] | Letters, Numbers and Signs [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Net sales | 34,045 | 16,145 | 32,251 | ||||||||||
Predecessor [Member] | Fasteners [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Net sales | 450,234 | 232,221 | 308,770 | ||||||||||
Predecessor [Member] | Threaded Rod [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Net sales | 31,802 | 16,535 | 33,326 | ||||||||||
Predecessor [Member] | Code Cutter [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Net sales | 2,680 | 1,392 | 2,851 | ||||||||||
Predecessor [Member] | Builders Hardware [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Net sales | 17,320 | 10,106 | 16,370 | ||||||||||
Predecessor [Member] | Other [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Net sales | $26,600 | $11,402 | $25,975 |
Transaction_Acquisition_and_In1
Transaction, Acquisition, and Integration Expenses - Additional Information (Detail) (USD $) | 6 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Jun. 29, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Successor [Member] | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Transaction expenses relating to acquisition | $22,719 | |||
Successor [Member] | CCMP Capital Advisors, LLC [Member] | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Transaction expenses relating to acquisition | 15,000 | |||
Predecessor [Member] | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Transaction expenses relating to acquisition | 31,681 | 8,638 | 3,031 | |
Predecessor [Member] | Paulin [Member] | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Transaction expenses relating to acquisition | 8,638 | |||
Predecessor [Member] | Ook And Paulin [Member] | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Transaction expenses relating to acquisition | $3,031 |
Schedule_II_Valuation_Accounts1
Schedule II - Valuation Accounts (Detail) (Allowance for Doubtful Accounts [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for Doubtful Accounts [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance | $703 | $1,105 | $641 |
Additions charged to cost and expense | 226 | 29 | 643 |
Additions from acquired company | 115 | ||
Others | -302 | -546 | -179 |
Balance | $627 | $703 | $1,105 |