Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 16, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | HLM | |
Entity Registrant Name | HILLMAN COMPANIES INC | |
Entity Central Index Key | 1,029,831 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 5,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 8,685 | $ 18,485 |
Restricted investments | 855 | 494 |
Accounts receivable, net | 112,094 | 89,884 |
Inventories, net | 253,370 | 204,723 |
Deferred income taxes, net | 11,349 | 13,239 |
Other current assets | 10,654 | 10,324 |
Total current assets | 397,007 | 337,149 |
Property and equipment, net | 110,402 | 114,531 |
Goodwill | 616,935 | 621,560 |
Other intangibles, net | 764,672 | 798,941 |
Restricted investments | 1,213 | 1,750 |
Deferred financing fees, net | 21,636 | 24,407 |
Investment in trust common securities | 3,261 | 3,261 |
Other assets | 4,536 | 1,414 |
Total assets | 1,919,662 | 1,903,013 |
Current liabilities: | ||
Accounts payable | 77,202 | 66,462 |
Current portion of senior term loans | 5,500 | 5,500 |
Current portion of capitalized lease and other obligations | 212 | 207 |
Accrued expenses: | ||
Salaries and wages | 8,315 | 5,247 |
Pricing allowances | 7,186 | 6,662 |
Income and other taxes | 3,665 | 3,301 |
Interest | 4,964 | 10,587 |
Deferred compensation | 855 | 494 |
Other accrued expenses | 10,789 | 7,423 |
Total current liabilities | 118,688 | 105,883 |
Long term senior term loans | 537,625 | 541,750 |
Bank revolving credit | 51,000 | 0 |
Long term capitalized lease and other obligations | 268 | 400 |
Long term senior notes | 330,000 | 330,000 |
Junior subordinated debentures | 129,960 | 130,685 |
Deferred compensation | 1,213 | 1,750 |
Deferred income taxes, net | 261,637 | 273,781 |
Other non-current liabilities | 7,306 | 5,621 |
Total liabilities | $ 1,437,697 | $ 1,389,870 |
Commitments and contingencies (Note 5) | ||
Preferred Stock: | ||
Preferred stock, $.01 par, 5,000 shares authorized, none issued or outstanding at September 30, 2015 and December 31, 2014 | $ 0 | $ 0 |
Common Stock: | ||
Common stock, $.01 par, 5,000 shares authorized, issued and outstanding at September 30, 2015 and December 31, 2014 | 0 | 0 |
Additional paid-in capital | 545,144 | 544,604 |
Accumulated deficit | (33,385) | (18,937) |
Accumulated other comprehensive loss | (29,794) | (12,524) |
Total stockholders’ equity | 481,965 | 513,143 |
Total liabilities and stockholders’ equity | $ 1,919,662 | $ 1,903,013 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 5,000 | 5,000 |
Common stock, shares issued | 5,000 | 5,000 |
Common stock, shares outstanding | 5,000 | 5,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 29, 2014 | Sep. 30, 2015 | |
Net (loss) income | $ (14,448) | ||||
Net (loss) income from above | (14,448) | ||||
Other comprehensive loss: | |||||
Foreign currency translation adjustments | (17,270) | ||||
Successor [Member] | |||||
Net sales | $ 209,933 | $ 195,956 | $ 195,956 | 607,447 | |
Cost of sales (exclusive of depreciation and amortization shown separately below) | 113,840 | 99,655 | 99,655 | 336,175 | |
Selling, general and administrative expenses | 65,877 | 57,990 | 57,990 | 192,172 | |
Transaction, acquisition and integration expenses | 0 | 79 | 22,097 | 257 | |
Depreciation | 7,611 | 8,977 | 8,977 | 22,119 | |
Amortization | 9,488 | 9,580 | 9,580 | 28,523 | |
Management fees to related party | 156 | 138 | 138 | 462 | |
Other expense (income) | 2,528 | (1,026) | (1,026) | 3,040 | |
Income from operations | 10,433 | 20,563 | (1,455) | 24,699 | |
Interest expense, net | 12,603 | 14,674 | 14,674 | 37,847 | |
Interest expense on junior subordinated debentures | 3,152 | 3,152 | 3,152 | 9,457 | |
Investment income on trust common securities | (95) | (94) | (94) | (284) | |
(Loss) income before income taxes | (5,227) | 2,831 | (19,187) | (22,321) | |
Income tax (benefit) expense | (5,187) | 1,897 | (4,331) | (7,873) | |
Net (loss) income | (40) | 934 | (14,856) | (14,448) | |
Net (loss) income from above | (40) | 934 | (14,856) | (14,448) | |
Other comprehensive loss: | |||||
Foreign currency translation adjustments | (6,385) | (4,880) | (4,880) | (17,270) | |
Total other comprehensive loss | (6,385) | (4,880) | (4,880) | (17,270) | |
Comprehensive loss | $ (6,425) | $ (3,946) | $ (19,736) | $ (31,718) | |
Predecessor [Member] | |||||
Net sales | $ 357,377 | ||||
Cost of sales (exclusive of depreciation and amortization shown separately below) | 183,342 | ||||
Selling, general and administrative expenses | 156,762 | ||||
Transaction, acquisition and integration expenses | 31,681 | ||||
Depreciation | 14,149 | ||||
Amortization | 11,093 | ||||
Management fees to related party | 15 | ||||
Other expense (income) | (277) | ||||
Income from operations | (39,388) | ||||
Interest expense, net | 23,150 | ||||
Interest expense on junior subordinated debentures | 6,305 | ||||
Investment income on trust common securities | (189) | ||||
(Loss) income before income taxes | (68,654) | ||||
Income tax (benefit) expense | (24,128) | ||||
Net (loss) income | (44,526) | ||||
Net (loss) income from above | (44,526) | ||||
Other comprehensive loss: | |||||
Foreign currency translation adjustments | (95) | ||||
Total other comprehensive loss | (95) | ||||
Comprehensive loss | $ (44,621) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Jun. 29, 2014 | Sep. 30, 2015 | |
Cash flows from operating activities: | |||
Net loss | $ (14,448) | ||
Cash flows from financing activities: | |||
Cash and cash equivalents at beginning of period | 18,485 | ||
Cash and cash equivalents at end of period | 8,685 | ||
Successor [Member] | |||
Cash flows from operating activities: | |||
Net loss | $ (14,856) | (14,448) | |
Adjustments to reconcile net loss to net cash (used for) provided by operating activities: | |||
Depreciation and amortization | 18,557 | 50,642 | |
(Gain) loss on sale of property and equipment | 20 | (551) | |
Deferred income taxes | (1,858) | (8,459) | |
Deferred financing and original issue discount amortization | 1,250 | 2,046 | |
Stock-based compensation expense | 336 | 680 | |
Other non-cash interest and change in value of interest rate swap | 137 | 2,528 | |
Changes in operating items: | |||
Accounts receivable | 1,927 | (24,889) | |
Inventories | (7,546) | (56,100) | |
Other assets | (10,044) | (1,512) | |
Accounts payable | 488 | 11,954 | |
Interest payable on junior subordinated debentures | 0 | 0 | |
Other accrued liabilities | (27,841) | 1,529 | |
Other items, net | 907 | (507) | |
Net cash (used for) provided by operating activities | (38,523) | (37,087) | |
Cash flows from investing activities: | |||
Proceeds from sale of property and equipment | 0 | $ 0 | 2,230 |
Purchase of predecessor equity securities | (729,616) | 0 | 0 |
Capital expenditures | (6,140) | (20,962) | |
Net cash used for investing activities | (735,756) | (18,732) | |
Cash flows from financing activities: | |||
Borrowings of senior term loans | 550,000 | 0 | 0 |
Repayments of senior term loans | (384,407) | (4,125) | |
Borrowings of senior notes | 330,000 | 0 | 0 |
Repayment of senior notes | (265,000) | 0 | 0 |
Proceeds from sale of successor equity securities | 542,929 | 0 | 0 |
Proceeds from Contributed Capital | 1,000 | 0 | 0 |
Financing fees, net | (26,355) | 0 | 0 |
Borrowings on revolving credit loans | 16,000 | 53,000 | |
Repayments of Lines of Credit | (13,000) | (2,000) | |
Principal payments under capitalized lease obligations | (47) | (127) | |
Proceeds from Holdco sale of stock | 0 | 400 | |
Purchase of Holdco stock from a former member of management | 0 | (540) | |
Net cash provided by (used for) financing activities | 751,120 | 46,608 | |
Effect of exchange rate changes on cash | 690 | (589) | |
Net decrease in cash and cash equivalents | (22,469) | (9,800) | |
Cash and cash equivalents at beginning of period | 33,030 | 18,485 | |
Cash and cash equivalents at end of period | 10,561 | 33,030 | 8,685 |
Supplemental schedule of noncash activities: | |||
Fixed assets acquired under capital lease | 0 | $ 53 | |
Predecessor [Member] | |||
Cash flows from operating activities: | |||
Net loss | (44,526) | ||
Adjustments to reconcile net loss to net cash (used for) provided by operating activities: | |||
Depreciation and amortization | 25,242 | ||
(Gain) loss on sale of property and equipment | 0 | ||
Deferred income taxes | (24,458) | ||
Deferred financing and original issue discount amortization | 1,374 | ||
Stock-based compensation expense | 39,229 | ||
Other non-cash interest and change in value of interest rate swap | 0 | ||
Changes in operating items: | |||
Accounts receivable | (25,267) | ||
Inventories | (17,851) | ||
Other assets | 8,799 | ||
Accounts payable | 20,811 | ||
Interest payable on junior subordinated debentures | 1,019 | ||
Other accrued liabilities | 31,183 | ||
Other items, net | (3,843) | ||
Net cash (used for) provided by operating activities | 11,712 | ||
Cash flows from investing activities: | |||
Capital expenditures | (12,933) | ||
Net cash used for investing activities | (12,933) | ||
Cash flows from financing activities: | |||
Repayments of senior term loans | (992) | ||
Borrowings on revolving credit loans | 0 | ||
Repayments of Lines of Credit | 0 | ||
Principal payments under capitalized lease obligations | (84) | ||
Proceeds from Holdco sale of stock | 474 | ||
Purchase of Holdco stock from a former member of management | 0 | ||
Net cash provided by (used for) financing activities | (602) | ||
Effect of exchange rate changes on cash | (116) | ||
Net decrease in cash and cash equivalents | (1,939) | ||
Cash and cash equivalents at beginning of period | $ 33,030 | 34,969 | |
Cash and cash equivalents at end of period | 33,030 | ||
Supplemental schedule of noncash activities: | |||
Fixed assets acquired under capital lease | $ 241 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Balance at beginning of period at Dec. 31, 2014 | $ 513,143 | $ 544,604 | $ (18,937) | $ (12,524) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (14,448) | (14,448) | ||
Foreign currency translation adjustments | (17,270) | (17,270) | ||
Stock-based compensation | 680 | 680 | ||
Purchase of 540 Holdco shares from former member of management | (540) | (540) | ||
Proceeds from sale of 400 Holdco shares of stock | 400 | 400 | ||
Balance at end of period at Sep. 30, 2015 | $ 481,965 | $ 545,144 | $ (33,385) | $ (29,794) |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) (Parenthetical) | 9 Months Ended |
Sep. 30, 2015shares | |
Statement of Stockholders' Equity [Abstract] | |
Shares purchased | 540 |
Shares sold | 400 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The accompanying financial statements include the condensed consolidated accounts of The Hillman Companies, Inc. (“Hillman Companies”) and its wholly-owned subsidiaries (collectively “Hillman” or the “Company”). All significant intercompany balances and transactions have been eliminated. On June 30, 2014, affiliates of CCMP Capital Advisors, LLC (“CCMP”) and Oak Hill Capital Partners III, L.P., Oak Hill Capital Management Partners III, L.P. and OHCP III HC RO, L.P. (collectively, “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, Hillman Companies 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 condensed consolidated statements of comprehensive loss, and cash flows for the periods presented prior to June 30, 2014 are referenced herein as the predecessor financial statements (the “Predecessor”). The Company’s condensed consolidated balance sheets as of September 30, 2015 and 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 tangible assets has been allocated to goodwill and intangible assets based upon an independent valuation appraisal. The Company currently has approximately $30,088 of goodwill from prior acquisitions that is expected to be deductible for tax purposes. The accompanying unaudited condensed consolidated financial statements present information in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and applicable rules of Regulation S-X. Accordingly, they do not include all information or footnotes required by generally accepted accounting principles for complete financial statements. Management believes that the financial statements include all adjustments (consisting only of normal recurring accruals and adjustments) necessary for a fair presentation. Operating results for the nine months ended September 30, 2015 do not necessarily indicate the results that may be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s annual report filed on Form 10-K for the year ended December 31, 2014 . 1. Basis of Presentation (continued): The following table indicates the pro-forma financial statements of the Company for the three and nine months ended September 30, 2015 and 2014 , respectively (including transaction costs of $54,400 ). The pro-forma financial statements give effect to the Merger Transaction as if it had occurred on January 1, 2014. Three Months Ended September 30, 2015 Nine Months 2015 Three Months Ended September 30, 2014 Nine Months Net Sales $ 209,933 $ 607,447 $ 195,956 $ 553,333 Net (Loss) Income (40 ) (14,448 ) 1,880 (67,293 ) 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 Merger Transaction had been effective January 1, 2014, 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, the Company’s financing arrangements related to the Merger Transaction, and certain purchase accounting adjustments. During the fourth quarter of 2014, the Company completed the purchase price allocation related to the Merger Transaction in accordance with ASC 805. ASC 805 requires the Company to retrospectively adjust the provisional amounts recognized at the acquisition date to reflect the information obtained about facts and circumstances that existed as of the acquisition date. As such, the Successor's depreciation was increased by $1,029 , amortization was increased by $1,714 , and income tax benefit was increased by $1,865 for the three month period ended September 30, 2014 and for the period from June 30, 2014 through September 30, 2014 to reflect the final purchase price 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 name of The Hillman Group Canada ULC, (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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies: The significant accounting policies should be read in conjunction with the significant accounting policies included in the Form 10-K for the year ended December 31, 2014 . Policies included herein were updated for activity in the interim period. Accounts Receivable and Allowance for Doubtful Accounts: The Company establishes the allowance for doubtful accounts using the specific identification method and also provides a reserve in the aggregate. The estimates for calculating the aggregate reserve are based on historical collection experience. Increases to the allowance for doubtful accounts result in a corresponding expense. The Company writes off individual accounts receivable when collection becomes improbable. The allowance for doubtful accounts was $620 at September 30, 2015 and $627 at December 31, 2014 . Property and Equipment and Accumulated Depreciation: Property and equipment are carried at cost and include expenditures for new facilities and major renewals. Capital leases are recorded at the present value of minimum lease payments. 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 the income from operations. The accumulated depreciation was $35,463 at September 30, 2015 and $14,361 at December 31, 2014 . 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 incurred for the development of internal-use software were capitalized and placed into service in the amounts of $33 and $1,536 in the Successor three and nine months ended September 30, 2015 , respectively. Costs incurred for the development of internal-use software were capitalized and placed into service in the amounts of $35 and $704 in the Successor three month period ended September 30, 2014 and Predecessor six month period ended June 29, 2014, respectively. Shipping and Handling: The costs incurred to ship product to customers, including freight and handling expenses, are included in selling, general, and administrative (“SG&A”) expenses on the Company’s condensed consolidated statements of comprehensive loss. In the three and nine months ended September 30, 2015 , the Successor’s shipping and handling costs were $8,164 and $27,140 , respectively. In the three month period ended September 30, 2014, the Successor’s shipping and handling costs were $7,797 . In the six month period ended June 29, 2014, the Predecessor’s shipping and handling costs were $14,890 . Use of Estimates in the Preparation of Financial Statements: The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results may differ from these estimates. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: 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, 2018, 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 transition method and impact of implementing this guidance on our Condensed Consolidated Financial Statements. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The update requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update requires retrospective application and represents a change in accounting principle. The update is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. We plan to adopt this ASU in the first quarter of 2016. Based on the balances as of September 30, 2015, we expect to reclassify approximately $20,300 of unamortized debt issuance costs from "Deferred Financing Fees, Net" to "Long Term Senior Term Loans" and "Long Term Senior Notes." On August 30, 2015, the FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which clarifies the treatment of debt issuance costs from line-of-credit arrangements after adoption of ASU 2015-03. The SEC Staff announced they would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The update requires retrospective application and represents a change in accounting principle. The update becomes effective January 1, 2016. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory , which changes the measurement principle for inventory from the lower of cost or market to the lower of cost or net realizable value for entities that measure inventory using the first-in, first-out (FIFO) or average cost method. The ASU defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments in this update are effective for the fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Earlier application is permitted as of the beginning of an interim or annual reporting period. We are evaluating the impact of ASU 2015-03 on our Condensed Consolidated Financial Statements. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
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. No impairment charges were recorded by the Company in 2015 or 2014. Goodwill amounts by reporting unit are summarized as follows: Goodwill at Acquisitions Dispositions Other (1) Goodwill at December 31, 2014 September 30, 2015 United States, excluding All Points $ 580,420 $ — $ — $ — $ 580,420 All Points 3,360 — — — 3,360 Canada 32,844 — — (4,009 ) 28,835 Mexico 4,936 — — (616 ) 4,320 Australia — — — — — Total $ 621,560 $ — $ — $ (4,625 ) $ 616,935 (1) These amounts relate to adjustments resulting from fluctuations in foreign currency exchange rates. The Company also evaluates indefinite-lived intangible assets (primarily trademarks and trade names, collectively "Trademarks") 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. No impairment charges were recorded by the Company in 2015 or 2014. 4. Goodwill and Other Intangible Assets (continued): 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, were determined through a separate independent appraisal. Other intangibles, net, as of September 30, 2015 and December 31, 2014 consist of the following: Estimated Useful Life (Years) September 30, 2015 December 31, 2014 Customer relationships 20 $ 689,009 $ 693,852 Trademarks - All Others Indefinite 85,531 86,513 Trademarks - TagWorks 5 300 300 KeyWorks license 7 4,442 4,476 Patents 7-12 32,806 32,895 Intangible assets, gross 812,088 818,036 Less: Accumulated amortization 47,416 19,095 Other intangibles, net $ 764,672 $ 798,941 The Successor’s accumulated amortization was $47,416 as of September 30, 2015 , 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 including the adjustments resulting from fluctuations in foreign currency exchange rates was $9,488 and $28,523 for the three and nine months ended September 30, 2015 , respectively. The Predecessor’s amortization expense for amortizable intangible assets including the adjustments resulting from fluctuations in foreign currency exchange rates was $11,093 for the six months ended June 29, 2014. The Successor’s amortization expense for amortizable intangible assets including the adjustments resulting from fluctuations in foreign currency exchange rates was $9,580 for the period from June 30, 2014 through September 30, 2014. The Successor's amortization expense for amortizable assets for the year ending December 31, 2015 is estimated to be $37,932 . For the years ending December 31, 2016 , 2017 , 2018 , 2019 , and 2020 , the Successor’s amortization expense for amortizable assets is estimated to be $37,932 , $37,932 , $37,932 , $37,902 , and $37,872 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies: The Company self-insures our product liability, automotive, workers’ compensation, and general liability losses up to $250 per occurrence. Catastrophic coverage has been purchased from third party insurers for occurrences in excess of $250 up to $40,000 . The two risk areas involving the most significant accounting estimates are workers’ compensation and automotive liability. Actuarial valuations performed by the Company’s outside risk insurance expert were used by the Company’s management to form the basis for workers’ compensation and automotive liability loss reserves. The actuary contemplated the Company’s specific loss history, actual claims reported, and industry trends among statistical and other factors to estimate the range of reserves required. Risk insurance reserves are comprised of specific reserves for individual claims and additional amounts expected for development of these claims, as well as for incurred but not yet reported claims. The Company believes the liability of approximately $1,543 recorded for such risks is adequate as of September 30, 2015 . As of September 30, 2015 , the Company has provided certain vendors and insurers letters of credit aggregating $3,884 related to our product purchases and insurance coverage for product liability, workers’ compensation, and general liability. The Company self-insures our group health claims up to an annual stop loss limit of $200 per participant. Aggregate coverage is maintained for annual group health insurance claims in excess of 125% of expected claims. Historical group insurance loss experience forms the basis for the recognition of group health insurance reserves. Provisions for losses expected under these programs are recorded based on an analysis of historical insurance claim data and certain actuarial assumptions. The Company believes the liability of approximately $1,908 recorded for such risks is adequate as of September 30, 2015 . On October 1, 2013, Hillman Group filed a complaint against Minute Key Inc., a manufacturer of fully-automatic, self-service key duplication kiosks, in the United States District Court for the Southern District of Ohio (Western Division), seeking a declaratory judgment of non-infringement and invalidity of a U.S. patent issued to Minute Key Inc. on September 10, 2013. Hillman Group’s filing against Minute Key Inc. was in response to a letter dated September 10, 2013 in which Minute Key Inc. alleged that Hillman Group’s FastKey™ product infringes the newly-issued patent. On October 23, 2013, Minute Key Inc. filed an answer and counterclaim against the Hillman Group alleging patent infringement. Minute Key Inc. also requested that the court dismiss the Hillman Group’s complaint, enter judgment against the Hillman Group that we are willfully and deliberately infringing the patent, grant a permanent injunction, and award unspecified monetary damages to Minute Key Inc. Minute Key Inc. later filed two motions on March 17, 2014 seeking to voluntarily withdraw its counterclaim alleging infringement by Hillman Group and also to dismiss Hillman Group’s complaint for non-infringement and invalidity. Shortly after an April 23, 2014 court-ordered mediation, Minute Key Inc. provided Hillman Group with a covenant promising not to sue for infringement of two of its patents against any existing Hillman Group product, including the FastKey™ and Key Express™ products. Hillman Group filed a motion on May 9, 2014 seeking to add additional claims to the case against Minute Key Inc. under Federal and Ohio state unfair competition statutes. These claims relate to Minute Key Inc.’s business conduct during competition with Hillman Group over a mutual client. In an August 15, 2014 order, the court granted Minute Key Inc.’s March 17, 2014 motions to dismiss the claims relating to patent infringement and also granted Hillman Group’s May 9, 2014 motion to add its unfair competition claims. Hillman Group formally amended its complaint to add the unfair competition claims on September 4, 2014, and Minute Key Inc. answered on September 29, 2014 without filing any counterclaims. Minute Key Inc. filed a motion on October 1, 2014 to move the case from Cincinnati to either the District of Colorado or the Western District of Arkansas. The court denied that motion on February 3, 2015. 5. Commitments and Contingencies (continued): 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. After a conference with the court on March 2, 2015, the court entered a new scheduling order to govern the case on March 12, 2015. A revised case schedule was subsequently issued on October 1, 2015. Fact discovery is now complete and the parties are in the expert discovery phase of the case. The case is currently scheduled for trial on August 22, 2016. 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 and seeking, among other things, (1) a preliminary and permanent injunction and (2) unspecified money damages, as well as recovery of court costs and attorneys’ fees. 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. 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. On March 31, 2015, the court issued an order denying Hillman’s motion to dismiss the amended complaint and an order denying PrimeSource’s motion for preliminary injunction. On April 14, 2015, Hillman filed an answer to the amended complaint. Hillman Group's third party insurer 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. The case has now been resolved pursuant to settlement terms that do not require any payment to PrimeSource. As a result of the settlement, PrimeSource’s claims were dismissed with prejudice on October 15, 2015. 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. All claims in this case have been resolved and the matter was dismissed with prejudice on September 21, 2015. In addition, legal proceedings are pending which are either in the ordinary course of business or incidental to the Company’s business. Those legal proceedings incidental to the business of the Company are generally not covered by insurance or other indemnity. In the opinion of the Company’s management, the ultimate resolution of the pending litigation matters will not have a material adverse effect on the consolidated financial position, operations, or cash flows of the Company. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions: The Successor has recorded aggregate management fee charges and expenses from the Oak Hill Funds and CCMP of $156 and $462 for the three and nine months ended September 30, 2015 , respectively. In the three month period ended September 30, 2014, the Successor recorded $138 of management fee expenses. In the six month period ended June 29, 2014 the Predecessor paid $15 of management fee expenses. 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 three and nine months ended September 30, 2015 , the Successor’s rental expense for the lease of this facility was $83 and $247 , respectively. In the three month period ended September 30, 2014 the Successor’s rental expense for the lease of this facility was $82 . In the six month period ended June 29, 2014 the Predecessor’s rental expense for these leases was $165 . The Hillman Group Canada ULC subsidiary of Hillman 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 three and nine months ended September 30, 2015 , the Successor’s rental expense for these leases was $157 and $490 , respectively. In the three month period ended September 30, 2014 the Successor’s rental expense for these leases was $188 . In the six month period ended June 29, 2014 the Predecessor’s rental expense for these leases was $376 . |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes: The Company’s policy is to estimate income taxes for interim periods based on estimated annual effective tax rates. These are derived, in part, from expected pre-tax income or loss. Accordingly, the Company applied an estimated annual effective tax rate to the interim period pre-tax income/(loss) in the nine and three month Successor periods ended September 30, 2015, the three month Successor period ended September 30, 2014, the three month and one day Successor period ended September 30, 2014, and the six month Predecessor period ended June 29, 2014 to calculate the income tax provision/(benefit) in accordance with the principal method prescribed by ASC 740-270, the accounting guidance established for computing income taxes in interim periods. The effective income tax rates were 35.3% and 99.2% for the nine and three month Successor periods ended September 30, 2015, respectively. The effective income tax rate was 67.0% for the three month Successor period ended September 30, 2014. The effective income tax rates were 22.6% for the three month and one day Successor period ended September 30, 2014 and 35.1% for the six month Predecessor period ended June 29, 2014. The effective income tax rate differed from the federal statutory rate in the nine and three month Successor periods ended September 30, 2015 primarily due to a change in the projected financial statement earnings for the year which increased the estimated annual effective tax rate used to compute the interim period income tax benefit in accordance with the accounting guidance established for computing income taxes in interim periods. The effective income tax rate also differed from the federal statutory rate in the nine and three month Successor periods ended September 30, 2015 due in part to an adjustment of the deferred tax liability for the unremitted earnings of a foreign subsidiary. The effective income tax rate also differed from the federal statutory rate in the nine and three month Successor periods ended September 30, 2015 due to the effect of the foreign exchange gain/loss recognized in the financial statements in the reporting period. The remaining differences between the federal statutory rate and the effective tax rate in the nine and three month Successor periods ended September 30, 2015 were primarily due to state and foreign income taxes. The effective income tax rate differed from the federal statutory rate in the three month and one day Successor period ended September 30, 2014, and the six month Predecessor period ended June 29, 2014 primarily due to certain non-deductible costs associated with the Merger Transaction. The effective income tax rate also differed from the federal statutory rate in the six month Predecessor period ended June 29, 2014 due to a current period benefit caused by the effect of changes in certain state income tax rates on the Company’s deferred tax assets and liabilities. The remaining differences between the federal statutory rate and the effective tax rate in the three month Successor period ended September 30, 2014, the three month and one day Successor period ended September 30, 2014 and the six month Predecessor period ended June 29, 2014 were primarily due to state and foreign income taxes. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt: On June 30, 2014, Hillman Companies and certain of its subsidiaries closed on a $620,000 senior secured credit facility (the “Senior Facilities”), consisting of a $550,000 term loan and a $70,000 revolving credit facility (“Revolver”). The term loan portion of the Senior Facilities has a seven year term and the Revolver has a five year term. For the first fiscal quarter after June 30, 2014, the Senior Facilities provide term loan borrowings at interest rates based on LIBOR plus a LIBOR Spread of 3.50% , or an Alternate Base Rate (“ABR”) plus an ABR Spread of 2.50% . The LIBOR is subject to a minimum floor rate of 1.00% and the ABR is subject to a minimum floor of 2.00% . Additionally, the Senior Facilities provide Revolver borrowings at interest rates based on a LIBOR plus 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 has been 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 September 30, 2015 , the term loan borrowings will be at an adjusted interest rate of 4.50% . The Revolver loans were at an adjusted interest rate of 3.56% at September 30, 2015 . 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. 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 the first three quarters of 2015 or the year ended December 31, 2014 . 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 September 30, 2015 , the Revolver loan amount of $51,000 and outstanding letters of credit of approximately $3,884 represented 78% of total revolving commitments and this financial covenant was 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 September 30, 2015 . Additional information with respect to the fair value of the Company’s fixed rate senior notes and junior subordinated debentures is included in Note 12 - Fair Value Measurements. |
Common and Preferred Stock
Common and Preferred Stock | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Common and Preferred Stock | Common and Preferred Stock: The Hillman Companies has one class of common stock, with 5,000 shares authorized, issued, and outstanding as of September 30, 2015 . All outstanding shares of Hillman Companies common stock are owned by Predecessor Holdco, which is a wholly owned subsidiary of Successor Holdco. The Hillman Companies has one class of preferred stock, with 5,000 shares authorized and none issued or outstanding as of September 30, 2015 . |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation: 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. During the first nine months of 2015, Holdco granted a total of 17,415.000 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. A total of 13,646.592 stock options were forfeited during the first nine months of 2015. As of September 30, 2015 , a total of 4,435.846 shares were available for future stock-based award grants. The fair value of 20,242.709 time-vested options granted by Holdco in 2014 and in the first three quarters of 2015 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 from 1.80% to 2.10% , expected historic volatility assumed to be 31.5% , and expected term from 6.5 years to 6.75 years. The fair value of each option was 367.87 dollars. Compensation expense of $423 and $559 was recognized in the accompanying condensed consolidated statements of comprehensive loss for the three and nine months ended September 30, 2015 , respectively. As of September 30, 2015 , there was $6,212 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 4.23 years. As of September 30, 2015, there were 19,342.709 performance-based stock options outstanding 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 stock option activity for the period ended September 30, 2015 is presented below: Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2014 35,817.010 $ 1,000 9.50 $ — Granted 17,415.000 $ 1,000 Exercised or converted — Forfeited or expired 13,646.592 $ 1,000 Outstanding at September 30, 2015 39,585.418 $ 1,000 9.24 $ — Exercisable at September 30, 2015 — $ — — $ — During the first nine months of 2015, the Company also granted a total of 1,600 shares of restricted stock under the 2014 Equity Incentive Plan. The shares were granted with an exercise price equal to the grant date fair value of the underlying common stock securities. The restrictions on these shares generally lapse in one-half increments on each of the two anniversaries of the award date or earlier in the event of either involuntary termination of the employment by the Company without cause or by employee for Good Reason. In the event of earlier vesting, the unvested portion of the restricted stock grant would become immediately fully vested and settled in cash at the then-current fair market value. 10. Stock-Based Compensation (continued): A summary of restricted stock activity for the nine months ended September 30, 2015 is presented below: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2014 — — Granted 1,600 $ 1,000 Vested — — Forfeited — — Unvested at September 30, 2015 1,600 $ 1,000 Compensation expense of $121 was recognized in the accompanying condensed consolidated statements of comprehensive loss for the nine months ended September 30, 2015 . As of September 30, 2015 , there was $1,479 of unrecognized compensation expense for unvested restricted stock. |
Derivatives and Hedging
Derivatives and Hedging | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
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 Facilities; and (2) fluctuations in foreign currency exchange rates. The Company measures those instruments at fair value and recognizes changes in the fair value of derivatives in earnings in the period of change, unless the derivative qualifies as an effective hedge that offsets certain exposures. Interest Rate Swap Agreements - On September 3, 2014, the Company entered into 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 $(3,463) as of September 30, 2015 and was reported on the condensed consolidated balance sheet in other non-current liabilities with an increase in other expense recorded in the statement of comprehensive loss for the unfavorable change of $2,528 in fair value since December 31, 2014 . The total fair value of the interest rate swaps was $(935) as of December 31, 2014 and was reported on the condensed consolidated balance sheet in other non-current liabilities with an increase in other 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”). Foreign Currency Forward Contract - 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 1.17400 . The purpose of the 2014 FX Contracts is to manage the Company’s exposure to fluctuations in the exchange rate of the Canadian dollar. During 2015, the Company entered into multiple foreign currency forward contracts (the “2015 FX Contracts”) with maturity dates ranging from February 2015 to September 2016 . The 2015 FX Contracts fixed the Canadian to U.S. dollar forward exchange rate at points ranging from 1.1384 to 1.3327 . The purpose of the 2015 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$34,903 and C$31,032 as of September 30, 2015 and December 31, 2014 , respectively. The total fair value of the outstanding 2015 FX Contracts and 2014 FX Contracts was $1,467 and $1,247 as of September 30, 2015 and December 31, 2014 , respectively, and was reported on the condensed consolidated balance sheets in other current assets. An increase in other income of $220 was recorded in the statement of comprehensive loss for the favorable change in fair value from December 31, 2014 . 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 12 - Fair Value Measurements. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 September 30, 2015 Level 1 Level 2 Level 3 Total Trading securities $ 2,068 $ — $ — $ 2,068 Interest rate swaps — (3,463 ) — (3,463 ) Foreign exchange forward contracts — 1,467 — 1,467 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 Trading securities are valued using quoted prices on an active exchange. Trading securities represent assets held in a Rabbi Trust to fund deferred compensation liabilities and are included as restricted investments on the accompanying condensed consolidated balance sheets. For the Successor three and nine month periods ended September 30, 2015 , the unrealized losses on these securities of $111 and $68 , respectively, were recorded as other expense. For the Predecessor six month period ended June 29, 2014, the unrealized gains on these securities of $95 , were recorded as other income. For the Successor period from June 30, 2014 through September 30, 2014, the unrealized losses on these securities of $4 were recorded as other expense. An offsetting entry for the same amount, adjusting the deferred compensation liability and compensation expense within SG&A, was also recorded for the corresponding periods. The Company utilizes interest rate swap contracts to manage our targeted mix of fixed and floating rate debt, and these contracts are valued using observable benchmark rates at commonly quoted intervals during the term of the swap contracts. As of September 30, 2015 and December 31, 2014 , the interest rate swaps were included in other non-current liabilities on the accompanying condensed consolidated balance sheets. 12. Fair Value Measurements (continued): The Company utilizes foreign exchange forward contracts to manage our exposure to currency fluctuations in the Canadian dollar versus the U.S. dollar. The forward contracts were valued using observable benchmark rates at commonly quoted intervals during the term of the forward contracts. As of September 30, 2015 and December 31, 2014 , the foreign exchange forward contracts were included in other current assets on the accompanying condensed consolidated balance sheets. The fair value of the Company’s fixed rate senior notes and junior subordinated debentures as of September 30, 2015 and December 31, 2014 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. September 30, 2015 December 31, 2014 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 6.375% Senior Notes $ 330,000 $ 306,488 $ 330,000 $ 315,563 Junior Subordinated Debentures 129,960 129,371 130,685 137,764 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 and Revolver approximates fair values as the interest rates are variable and approximate current market rates (Level 2). Additional information with respect to the derivative instruments is included in Note 11 - Derivative and Hedging. Additional information with respect to the Company’s fixed rate senior notes and junior subordinated debentures is included in Note 8 - Long-Term Debt. |
Transaction, Acquisition, and I
Transaction, Acquisition, and Integration Expenses | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Transaction, Acquisition, and Integration Expenses | Transaction, Acquisition, and Integration Expenses: In the three and nine months ended September 30, 2015 , the Successor incurred $0 and $257 in transaction expenses related to the Merger Transaction and other acquisition related expenses. In the six month 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. In the three month period from June 30, 2014 through September 30, 2014, the Successor incurred $22,097 in transaction expenses primarily for legal, professional, and other advisory services in connection with the acquisition of the Company. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting: The Company’s segment reporting structure uses the Company’s management reporting structure as the foundation for how the Company manages our business. The Company periodically evaluates our segment reporting structure in accordance with ASC 350-20-55 and we have concluded that we have five reportable segments as of September 30, 2015 . The United States segment, excluding All Points, and the Canada segment are considered material by the Company’s management as of September 30, 2015 . 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 (loss) 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, excluding All Points segment. For further information, see Note 13, Transaction, Acquisition, and Integration Expenses. 14. Segment Reporting (continued): The table below presents revenues and income (loss) from operations for our reportable segments for the three and nine months ended September 30, 2015 and 2014 . Successor Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 Adjusted Revenues United States, excluding All Points $ 167,260 $ 151,167 All Points 5,116 5,233 Canada 35,645 37,576 Mexico 1,646 1,775 Australia 266 205 Total revenues $ 209,933 $ 195,956 Segment income (loss) from operations United States, excluding All Points $ 12,672 $ 16,709 All Points 465 445 Canada (2,191 ) 3,719 Mexico (38 ) 88 Australia (475 ) (398 ) Total income from operations $ 10,433 $ 20,563 Successor Predecessor Nine Months Ended September 30, 2015 Period from June 30, 2014 through September 30, 2014 Adjusted Six Months Ended June 29, 2014 Revenues United States, excluding All Points $ 479,202 $ 151,167 $ 269,009 All Points 15,857 5,233 10,238 Canada 106,194 37,576 73,867 Mexico 5,201 1,775 3,620 Australia 993 205 643 Total revenues $ 607,447 $ 195,956 $ 357,377 Segment income (loss) from operations United States, excluding All Points $ 25,628 $ (5,309 ) $ (44,830 ) All Points 1,280 445 896 Canada (1,400 ) 3,719 4,214 Mexico 225 88 446 Australia (1,034 ) (398 ) (114 ) Total income (loss) from operations $ 24,699 $ (1,455 ) $ (39,388 ) 14. Segment Reporting (continued): The tables below present assets and cash equivalents as of September 30, 2015 and December 31, 2014 . As of As of September 30, 2015 December 31, 2014 Assets United States, excluding All Points $ 1,560,934 $ 1,522,371 All Points 15,423 16,108 Canada 326,392 346,691 Mexico 15,103 15,886 Australia 1,810 1,957 Total Assets $ 1,919,662 $ 1,903,013 As of As of September 30, 2015 December 31, 2014 Cash and cash equivalents United States, excluding All Points $ 2,847 $ 13,192 All Points 693 696 Canada 3,122 3,186 Mexico 1,799 1,396 Australia 224 15 Total Cash and cash equivalents $ 8,685 $ 18,485 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
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 name of The Hillman Group Canada ULC, (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 |
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 $620 at September 30, 2015 and $627 at December 31, 2014 . |
Property and Equipment and Accumulated Depreciation | Property and Equipment and Accumulated Depreciation: Property and equipment are carried at cost and include expenditures for new facilities and major renewals. Capital leases are recorded at the present value of minimum lease payments. 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 the income from operations. The accumulated depreciation was $35,463 at September 30, 2015 and $14,361 at December 31, 2014 . 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. |
Shipping and Handling | Shipping and Handling: The costs incurred to ship product to customers, including freight and handling expenses, are included in selling, general, and administrative (“SG&A”) expenses on the Company’s condensed consolidated statements of comprehensive loss. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements: The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results may differ from these estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: 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, 2018, 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 transition method and impact of implementing this guidance on our Condensed Consolidated Financial Statements. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The update requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update requires retrospective application and represents a change in accounting principle. The update is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. We plan to adopt this ASU in the first quarter of 2016. Based on the balances as of September 30, 2015, we expect to reclassify approximately $20,300 of unamortized debt issuance costs from "Deferred Financing Fees, Net" to "Long Term Senior Term Loans" and "Long Term Senior Notes." On August 30, 2015, the FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which clarifies the treatment of debt issuance costs from line-of-credit arrangements after adoption of ASU 2015-03. The SEC Staff announced they would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The update requires retrospective application and represents a change in accounting principle. The update becomes effective January 1, 2016. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory , which changes the measurement principle for inventory from the lower of cost or market to the lower of cost or net realizable value for entities that measure inventory using the first-in, first-out (FIFO) or average cost method. The ASU defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments in this update are effective for the fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Earlier application is permitted as of the beginning of an interim or annual reporting period. We are evaluating the impact of ASU 2015-03 on our Condensed Consolidated Financial Statements. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Pro Forma Financial Statements of Company | The following table indicates the pro-forma financial statements of the Company for the three and nine months ended September 30, 2015 and 2014 , respectively (including transaction costs of $54,400 ). The pro-forma financial statements give effect to the Merger Transaction as if it had occurred on January 1, 2014. Three Months Ended September 30, 2015 Nine Months 2015 Three Months Ended September 30, 2014 Nine Months Net Sales $ 209,933 $ 607,447 $ 195,956 $ 553,333 Net (Loss) Income (40 ) (14,448 ) 1,880 (67,293 ) |
Goodwill and Other Intangible24
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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 (1) Goodwill at December 31, 2014 September 30, 2015 United States, excluding All Points $ 580,420 $ — $ — $ — $ 580,420 All Points 3,360 — — — 3,360 Canada 32,844 — — (4,009 ) 28,835 Mexico 4,936 — — (616 ) 4,320 Australia — — — — — Total $ 621,560 $ — $ — $ (4,625 ) $ 616,935 (1) These amounts relate to adjustments resulting from fluctuations in foreign currency exchange rates. |
Components of Other Intangibles, Net | Other intangibles, net, as of September 30, 2015 and December 31, 2014 consist of the following: Estimated Useful Life (Years) September 30, 2015 December 31, 2014 Customer relationships 20 $ 689,009 $ 693,852 Trademarks - All Others Indefinite 85,531 86,513 Trademarks - TagWorks 5 300 300 KeyWorks license 7 4,442 4,476 Patents 7-12 32,806 32,895 Intangible assets, gross 812,088 818,036 Less: Accumulated amortization 47,416 19,095 Other intangibles, net $ 764,672 $ 798,941 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of stock option activity for the period ended September 30, 2015 is presented below: Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2014 35,817.010 $ 1,000 9.50 $ — Granted 17,415.000 $ 1,000 Exercised or converted — Forfeited or expired 13,646.592 $ 1,000 Outstanding at September 30, 2015 39,585.418 $ 1,000 9.24 $ — Exercisable at September 30, 2015 — $ — — $ — |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of restricted stock activity for the nine months ended September 30, 2015 is presented below: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2014 — — Granted 1,600 $ 1,000 Vested — — Forfeited — — Unvested at September 30, 2015 1,600 $ 1,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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 September 30, 2015 Level 1 Level 2 Level 3 Total Trading securities $ 2,068 $ — $ — $ 2,068 Interest rate swaps — (3,463 ) — (3,463 ) Foreign exchange forward contracts — 1,467 — 1,467 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 |
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 September 30, 2015 and December 31, 2014 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. September 30, 2015 December 31, 2014 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 6.375% Senior Notes $ 330,000 $ 306,488 $ 330,000 $ 315,563 Junior Subordinated Debentures 129,960 129,371 130,685 137,764 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Revenues and Income from Operations for Reportable Segments | The table below presents revenues and income (loss) from operations for our reportable segments for the three and nine months ended September 30, 2015 and 2014 . Successor Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 Adjusted Revenues United States, excluding All Points $ 167,260 $ 151,167 All Points 5,116 5,233 Canada 35,645 37,576 Mexico 1,646 1,775 Australia 266 205 Total revenues $ 209,933 $ 195,956 Segment income (loss) from operations United States, excluding All Points $ 12,672 $ 16,709 All Points 465 445 Canada (2,191 ) 3,719 Mexico (38 ) 88 Australia (475 ) (398 ) Total income from operations $ 10,433 $ 20,563 Successor Predecessor Nine Months Ended September 30, 2015 Period from June 30, 2014 through September 30, 2014 Adjusted Six Months Ended June 29, 2014 Revenues United States, excluding All Points $ 479,202 $ 151,167 $ 269,009 All Points 15,857 5,233 10,238 Canada 106,194 37,576 73,867 Mexico 5,201 1,775 3,620 Australia 993 205 643 Total revenues $ 607,447 $ 195,956 $ 357,377 Segment income (loss) from operations United States, excluding All Points $ 25,628 $ (5,309 ) $ (44,830 ) All Points 1,280 445 896 Canada (1,400 ) 3,719 4,214 Mexico 225 88 446 Australia (1,034 ) (398 ) (114 ) Total income (loss) from operations $ 24,699 $ (1,455 ) $ (39,388 ) |
Assets and Cash Equivalents | The tables below present assets and cash equivalents as of September 30, 2015 and December 31, 2014 . As of As of September 30, 2015 December 31, 2014 Assets United States, excluding All Points $ 1,560,934 $ 1,522,371 All Points 15,423 16,108 Canada 326,392 346,691 Mexico 15,103 15,886 Australia 1,810 1,957 Total Assets $ 1,919,662 $ 1,903,013 As of As of September 30, 2015 December 31, 2014 Cash and cash equivalents United States, excluding All Points $ 2,847 $ 13,192 All Points 693 696 Canada 3,122 3,186 Mexico 1,799 1,396 Australia 224 15 Total Cash and cash equivalents $ 8,685 $ 18,485 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) $ in Thousands | May. 16, 2014USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Segment | Dec. 31, 2014USD ($) | May. 15, 2014 |
Business Acquisition [Line Items] | ||||||
Aggregate purchase price | $ 1,504,498 | |||||
Goodwill | $ 616,935 | $ 621,560 | ||||
Business acquisition related costs | $ 54,400 | $ 54,400 | $ 54,400 | |||
Increase in Successor's depreciation expense | 1,029 | 1,029 | ||||
Increase in Successor' amortization | 1,714 | 1,714 | ||||
Increase in Successor' income tax benefit | $ 1,865 | $ 1,865 | ||||
Number of business segments | Segment | 5 | |||||
Junior Subordinated Debentures [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Outstanding debt | $ 105,443 | |||||
Successor [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Aggregate purchase price | $ 1,504,498 | |||||
Capital Advisors LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Ownership percentage | 80.40% | |||||
Oak Hill Capital Partners [Member] | Predecessor [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Ownership percentage | 95.60% | |||||
Oak Hill Capital Partners [Member] | Successor [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Ownership percentage | 16.90% | |||||
Member Of Management [Member] | Predecessor [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Ownership percentage | 4.40% | |||||
Member Of Management [Member] | Successor [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Ownership percentage | 2.70% | |||||
Prior Acquisitions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 30,088 |
Basis of Presentation - Summary
Basis of Presentation - Summary of Pro Forma Financial Statements of Company (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Combinations [Abstract] | ||||
Net Sales | $ 209,933 | $ 195,956 | $ 607,447 | $ 553,333 |
Net (Loss) Income | $ (40) | $ 1,880 | $ (14,448) | $ (67,293) |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Jun. 29, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Allowance for doubtful accounts | $ 620 | $ 620 | $ 627 | ||
Accumulated depreciation | 35,463 | 35,463 | $ 14,361 | ||
Successor [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Capitalized computer software placed in service | 33 | $ 35 | 1,536 | ||
Shipping and handling costs | $ 8,164 | $ 7,797 | $ 27,140 | ||
Predecessor [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Capitalized computer software placed in service | $ 704 | ||||
Shipping and handling costs | $ 14,890 |
Recent Accounting Pronounceme31
Recent Accounting Pronouncements (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Change in Presentation of Debt Issuance Costs [Member] | Pro Forma [Member] | Deferred Financing Fees, Net [Member] | |
Item Effected [Line Items] | |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 20,300 |
Goodwill and Other Intangible32
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 29, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill, impairment charges | $ 0 | $ 0 | ||||
Impairment of indefinite-lived intangibles | 0 | 0 | ||||
Accumulated amortization including foreign subsidiaries | $ 47,416,000 | 47,416,000 | $ 19,095,000 | |||
Successor [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Accumulated amortization including foreign subsidiaries | 47,416,000 | 47,416,000 | ||||
Amortization expense including adjustments from fluctuations in foreign currency exchange rates | 9,488,000 | $ 9,580,000 | $ 9,580,000 | 28,523,000 | ||
Amortization expense, 2015 | 37,932,000 | 37,932,000 | ||||
Future amortization expense, 2016 | 37,932,000 | 37,932,000 | ||||
Future amortization expense, 2017 | 37,932,000 | 37,932,000 | ||||
Future amortization expense, 2018 | 37,932,000 | 37,932,000 | ||||
Future amortization expense, 2019 | 37,902,000 | 37,902,000 | ||||
Future amortization expense, 2020 | $ 37,872,000 | $ 37,872,000 | ||||
Predecessor [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense including adjustments from fluctuations in foreign currency exchange rates | $ 11,093,000 |
Goodwill and Other Intangible33
Goodwill and Other Intangible Assets - Summary of Goodwill Amounts by Reporting Unit (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning balance | $ 621,560 |
Acquisitions | 0 |
Dispositions | 0 |
Other | (4,625) |
Goodwill, Ending balance | 616,935 |
United States Excluding All Points [Member] | |
Goodwill [Roll Forward] | |
Goodwill, Beginning balance | 580,420 |
Acquisitions | 0 |
Dispositions | 0 |
Other | 0 |
Goodwill, Ending balance | 580,420 |
All Points [Member] | |
Goodwill [Roll Forward] | |
Goodwill, Beginning balance | 3,360 |
Acquisitions | 0 |
Dispositions | 0 |
Other | 0 |
Goodwill, Ending balance | 3,360 |
Canada [Member] | |
Goodwill [Roll Forward] | |
Goodwill, Beginning balance | 32,844 |
Acquisitions | 0 |
Dispositions | 0 |
Other | (4,009) |
Goodwill, Ending balance | 28,835 |
Mexico [Member] | |
Goodwill [Roll Forward] | |
Goodwill, Beginning balance | 4,936 |
Acquisitions | 0 |
Dispositions | 0 |
Other | (616) |
Goodwill, Ending balance | 4,320 |
Australia [Member] | |
Goodwill [Roll Forward] | |
Goodwill, Beginning balance | 0 |
Acquisitions | 0 |
Dispositions | 0 |
Other | 0 |
Goodwill, Ending balance | $ 0 |
Goodwill and Other Intangible34
Goodwill and Other Intangible Assets - Components of Other Intangibles, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, gross | $ 812,088 | $ 812,088 | $ 818,036 | ||
Less: Accumulated amortization | 47,416 | 47,416 | 19,095 | ||
Other intangibles, net | 764,672 | $ 764,672 | 798,941 | ||
Trademarks - All Others [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | Indefinite | ||||
Indefinite Intangible assets, gross | 85,531 | $ 85,531 | 86,513 | ||
Customer Relationships [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | 20 years | ||||
Finite-lived intangible assets, gross | 689,009 | $ 689,009 | 693,852 | ||
Trademarks - TagWorks [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | 5 years | ||||
Finite-lived intangible assets, gross | 300 | $ 300 | 300 | ||
KeyWorks License [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | 7 years | ||||
Finite-lived intangible assets, gross | 4,442 | $ 4,442 | 4,476 | ||
Patents [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, gross | 32,806 | $ 32,806 | $ 32,895 | ||
Patents [Member] | Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | 7 years | ||||
Patents [Member] | Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | 12 years | ||||
Successor [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Less: Accumulated amortization | 47,416 | $ 47,416 | |||
Amortization | $ 9,488 | $ 9,580 | $ 9,580 | $ 28,523 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015USD ($)patent | |
Loss Contingencies [Line Items] | |
Losses up to per occurrence related to product liability, automotive, workers' compensation and general liability | $ 250,000 |
Liability recorded for such risk insurance reserves | 1,543,000 |
Aggregate vendors and insurers letters of credit related to product purchases and insurance coverage of product liability, workers' compensation and general liability | 3,884,000 |
Group health claims up to annual stop loss limit per participant | $ 200,000 |
Annual group health insurance claims in excess of expected claims | 125.00% |
Liability recorded for such group health insurance reserves | $ 1,908,000 |
Patent Infringement from Minute Key Inc. [Member] | |
Loss Contingencies [Line Items] | |
Number of patents found not infringed | patent | 2 |
Maximum [Member] | |
Loss Contingencies [Line Items] | |
Occurrences in excess for purchased catastrophic coverage | $ 40,000,000 |
Minimum [Member] | |
Loss Contingencies [Line Items] | |
Occurrences in excess for purchased catastrophic coverage | $ 250,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 29, 2014USD ($) | Sep. 30, 2015USD ($)PropertyLease | |
Successor [Member] | |||||
Capital Leased Assets [Line Items] | |||||
Management fee charges and expenses | $ 156 | $ 138 | $ 138 | $ 462 | |
Predecessor [Member] | |||||
Capital Leased Assets [Line Items] | |||||
Management fee charges and expenses | $ 15 | ||||
Oak Hill Funds and CCMP [Member] | Successor [Member] | |||||
Capital Leased Assets [Line Items] | |||||
Management fee charges and expenses | 156 | 138 | 462 | ||
Oak Hill Funds and CCMP [Member] | Predecessor [Member] | |||||
Capital Leased Assets [Line Items] | |||||
Management fee charges and expenses | 15 | ||||
Companies Controlled by Manns [Member] | Successor [Member] | |||||
Capital Leased Assets [Line Items] | |||||
Rental expense for the leases | 83 | 82 | $ 247 | ||
Companies Controlled by Manns [Member] | Predecessor [Member] | |||||
Capital Leased Assets [Line Items] | |||||
Rental expense for the leases | 165 | ||||
Richard Paulin [Member] | Hillman Group Canada ULC [Member] | |||||
Capital Leased Assets [Line Items] | |||||
Number of leases | Lease | 3 | ||||
Number of properties leased | Property | 5 | ||||
Lease agreement date | Feb. 19, 2013 | ||||
Richard Paulin [Member] | Successor [Member] | Hillman Group Canada ULC [Member] | |||||
Capital Leased Assets [Line Items] | |||||
Rental expense for the leases | $ 157 | $ 188 | $ 490 | ||
Richard Paulin [Member] | Predecessor [Member] | Hillman Group Canada ULC [Member] | |||||
Capital Leased Assets [Line Items] | |||||
Rental expense for the leases | $ 376 | ||||
Property Owned by Relatives of Richard Paulin [Member] | Hillman Group Canada ULC [Member] | |||||
Capital Leased Assets [Line Items] | |||||
Number of leases | Lease | 1 | ||||
Company Owned by Richard Paulin and Relatives [Member] | Hillman Group Canada ULC [Member] | |||||
Capital Leased Assets [Line Items] | |||||
Number of leases | Lease | 2 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Jun. 29, 2014 | Jun. 29, 2014 | Sep. 30, 2015 | |
Successor [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Effective income tax rates | 99.20% | 67.00% | 22.60% | 35.30% | |
Predecessor [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Effective income tax rates | 35.10% |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Bank revolving credit | $ 620,000,000 | $ 51,000,000 | $ 0 |
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 | |
Loan outstanding amount | 3,884,000 | ||
6.375% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount of senior notes | $ 330,000,000 | ||
Senior notes, maturity date | Jul. 15, 2022 | ||
Interest rate on senior notes | 6.375% | ||
Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Bank revolving credit | $ 550,000,000 | ||
Maturity term of loan | 7 years | ||
Adjusted interest rate | 4.50% | ||
Term Loan [Member] | LIBOR Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument spread variable rate | 3.50% | ||
Term Loan [Member] | LIBOR Rate [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument floor rate | 1.00% | ||
Term Loan [Member] | Alternate Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument spread variable rate | 2.50% | ||
Term Loan [Member] | Alternate Base Rate [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument floor rate | 2.00% | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Bank revolving credit | $ 70,000,000 | ||
Maturity term of loan | 5 years | ||
Adjusted interest rate | 3.56% | ||
Debt instrument maximum borrowing capacity | 35.00% | ||
Loan outstanding amount | $ 51,000,000 | ||
Revolving Credit Facility [Member] | LIBOR Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument spread variable rate | 3.25% | ||
Revolving Credit Facility [Member] | Alternate Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument spread variable rate | 2.25% | ||
Letter of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument maximum borrowing capacity | 78.00% | ||
Loan outstanding amount | $ 3,884,000 |
Common and Preferred Stock - Ad
Common and Preferred Stock - Additional Information (Detail) - shares | Sep. 30, 2015 | Dec. 31, 2014 |
Equity [Abstract] | ||
Common stock, shares authorized | 5,000 | 5,000 |
Common stock, shares issued | 5,000 | 5,000 |
Common stock, shares outstanding | 5,000 | 5,000 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 39,585.418 | 39,585.418 | 35,817.01 | |
Common stock options granted (in shares) | 1,600 | |||
Number of shares forfeited | 13,646.592 | |||
2014 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock options available for grant (in shares) | 4,435.846 | 4,435.846 | 44,021.264 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 17,415 | 17,415 | 35,817.010 | |
Number of shares forfeited | 13,646.592 | |||
Stock-based compensation expense | $ 423,000 | $ 559,000 | ||
Unrecognized compensation expense for unvested options | 6,212,000 | $ 6,212,000 | ||
Weighted average period required for recognition of compensation expense | 4 years 1 month 52 days | |||
2014 Equity Incentive Plan [Member] | Time Based Vesting [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock options granted (in shares) | 20,242.709 | |||
Dividend yield | 0.00% | |||
Risk free interest rate, minimum | 1.80% | |||
Risk-free interest rate, maximum | 2.10% | |||
Expected volatility | 31.50% | |||
Fair value of option (in usd per share) | $ 367.87 | |||
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 (in shares) | 19,342.709 | |||
Stock-based compensation expense | $ 0 | |||
2014 Equity Incentive Plan [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted Stock or Unit Expense | $ 121,000 | |||
2014 Equity Incentive Plan [Member] | Minimum [Member] | Time Based Vesting [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] | Time Based Vesting [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term | 6 years 9 months |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | Dec. 31, 2014$ / sharesshares | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ | $ 1,479,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | |
Number of Shares | ||
Outstanding at beginning of period (in shares) | 35,817.01 | |
Granted (in shares) | 17,415 | |
Forfeited or expired (in shares) | 13,646.592 | |
Outstanding at end of period (in shares) | 39,585.418 | 35,817.01 |
Exercisable, Number of Shares | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0 | |
Weighted Average Exercise Price Per Share | ||
Outstanding at beginning of period (in usd per share) | $ / shares | 1,000 | |
Granted (in usd per share) | $ / shares | 1,000 | |
Forfeited or expired (in usd per share) | $ / shares | 1,000 | |
Outstanding at end of period (in usd per share) | $ / shares | $ 1,000 | $ 1,000 |
Outstanding, Weighted Average Remaining Contractual Term (Years) | 9 years 1 month 58 days | 9 years 6 months |
Exercisable, Weighted Average Remaining Contractual Term (Years) | 0 years | |
Outstanding, Aggregate Intrinsic Value | $ | $ 0 | |
Exercisable, Aggregate Intrinsic Value | $ | $ 0 |
Stock-Based Compensation Stock-
Stock-Based Compensation Stock-Base Compensation - Summary of Restricted Stock Awards (Details) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested at December 31, 2014 (shares) | 0 |
Granted (in shares) | 1,600 |
Vested (in shares) | 0 |
Forfeited (in shares) | 0 |
Unvested September 30, 2015 (shares) | 1,600 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested, weighted average grant date fair value at December 31, 2014 (USD per share) | $ / shares | $ 0 |
Granted (in usd per share) | $ / shares | 1,000 |
Vested in usd per share) | $ / shares | 0 |
Forfeited (in usd per share) | $ / shares | 0 |
Unvested, weighted average grant date fair value at September 30, 2015 (USD per share) | $ / shares | $ 1,000 |
Derivatives and Hedging - Addit
Derivatives and Hedging - Additional Information (Detail) CAD in Thousands | Sep. 03, 2014USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2015CAD | Dec. 31, 2014CAD |
Derivative [Line Items] | |||||
Fair value interest rate swaps | $ (3,463,000) | $ (935,000) | |||
Unfavorable change in fair value | 2,528,000 | 935,000 | |||
2014 Swap No. 1 [Member] | |||||
Derivative [Line Items] | |||||
Term of derivative instrument | 3 years | ||||
Notional amount of derivative instrument | $ 90,000,000 | ||||
Effective date of agreement | Oct. 1, 2015 | ||||
Termination date of derivative | Sep. 30, 2018 | ||||
Fixed interest rate of Swap Agreement | 2.20% | ||||
2014 Swap No. 2 [Member] | |||||
Derivative [Line Items] | |||||
Term of derivative instrument | 3 years | ||||
Notional amount of derivative instrument | $ 40,000,000 | ||||
Effective date of agreement | Oct. 1, 2015 | ||||
Termination date of derivative | Sep. 30, 2018 | ||||
Fixed interest rate of Swap Agreement | 2.20% | ||||
2014 FX Contracts [Member] | |||||
Derivative [Line Items] | |||||
Fair value of derivative liability | $ 1,247,000 | ||||
2014 FX Contracts [Member] | Minimum [Member] | |||||
Derivative [Line Items] | |||||
Termination date of derivative | Mar. 31, 2014 | ||||
Forward exchange rate | 1.06800 | 1.06800 | |||
2014 FX Contracts [Member] | Maximum [Member] | |||||
Derivative [Line Items] | |||||
Termination date of derivative | Dec. 31, 2015 | ||||
Forward exchange rate | 1.1740 | 1.1740 | |||
2015 FX Contracts [Member] | |||||
Derivative [Line Items] | |||||
Notional amount of derivative instrument | CAD | CAD 34,903 | CAD 31,032 | |||
Fair value of derivative asset | $ 1,467,000 | ||||
2015 FX Contracts [Member] | Minimum [Member] | |||||
Derivative [Line Items] | |||||
Termination date of derivative | Feb. 28, 2015 | ||||
Forward exchange rate | 1.1384 | 1.1384 | |||
2015 FX Contracts [Member] | Maximum [Member] | |||||
Derivative [Line Items] | |||||
Termination date of derivative | Sep. 30, 2016 | ||||
Forward exchange rate | 1.3327 | 1.3327 | |||
Foreign Exchange Forward Contract [Member] | |||||
Derivative [Line Items] | |||||
Increase in other income | $ 220,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Jun. 29, 2014 | Sep. 30, 2015 | |
Successor [Member] | ||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||
Unrealized gains (losses) on securities recorded as other income | $ 111 | $ 4 | $ 68 | |
Predecessor [Member] | ||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||
Unrealized gains (losses) on securities recorded as other income | $ 95 |
Fair Value Measurements - Measu
Fair Value Measurements - Measurement of Assets and Liabilities at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | $ (3,463) | $ (935) |
Fair Value Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | 2,068 | 2,244 |
Interest rate swaps | (3,463) | (935) |
Foreign exchange forward contracts | 1,467 | 1,247 |
Fair Value Measurements, Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | 2,068 | 2,244 |
Interest rate swaps | 0 | 0 |
Foreign exchange forward contracts | 0 | 0 |
Fair Value Measurements, Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | 0 | 0 |
Interest rate swaps | (3,463) | (935) |
Foreign exchange forward contracts | 1,467 | 1,247 |
Fair Value Measurements, Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | 0 | 0 |
Interest rate swaps | 0 | 0 |
Foreign exchange forward contracts | $ 0 | $ 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Company's Fixed Rate Senior Notes and Junior Subordinated Debentures (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
6.375% Senior Notes [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Interest rate on Senior notes | 6.375% | 6.375% |
6.375% Senior Notes [Member] | Carrying Amount [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Debt | $ 330,000 | $ 330,000 |
6.375% Senior Notes [Member] | Estimated Fair Value [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Debt | 306,488 | 315,563 |
Junior Subordinated Debentures [Member] | Carrying Amount [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Debt | 129,960 | 130,685 |
Junior Subordinated Debentures [Member] | Estimated Fair Value [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Debt | $ 129,371 | $ 137,764 |
Transaction, Acquisition, and47
Transaction, Acquisition, and Integration Expenses - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 29, 2014 | Sep. 30, 2015 | |
Successor [Member] | |||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||
Acquisition and integration costs | $ 0 | $ 79 | $ 22,097 | $ 257 | |
Predecessor [Member] | |||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||
Acquisition and integration costs | $ 31,681 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 5 |
Segment Reporting - Revenues an
Segment Reporting - Revenues and Income from Operations for Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 29, 2014 | Sep. 30, 2015 | |
Successor [Member] | |||||
Revenues | |||||
Total revenues | $ 209,933 | $ 195,956 | $ 195,956 | $ 607,447 | |
Segment income (loss) from operations | |||||
Total income from operations | 10,433 | 20,563 | (1,455) | 24,699 | |
Successor [Member] | United States, Excluding All Points [Member] | |||||
Revenues | |||||
Total revenues | 167,260 | 151,167 | 151,167 | 479,202 | |
Segment income (loss) from operations | |||||
Total income from operations | 12,672 | 16,709 | (5,309) | 25,628 | |
Successor [Member] | All Points [Member] | |||||
Revenues | |||||
Total revenues | 5,116 | 5,233 | 5,233 | 15,857 | |
Segment income (loss) from operations | |||||
Total income from operations | 465 | 445 | 445 | 1,280 | |
Successor [Member] | Canada [Member] | |||||
Revenues | |||||
Total revenues | 35,645 | 37,576 | 37,576 | 106,194 | |
Segment income (loss) from operations | |||||
Total income from operations | (2,191) | 3,719 | 3,719 | (1,400) | |
Successor [Member] | Mexico [Member] | |||||
Revenues | |||||
Total revenues | 1,646 | 1,775 | 1,775 | 5,201 | |
Segment income (loss) from operations | |||||
Total income from operations | (38) | 88 | 88 | 225 | |
Successor [Member] | Australia [Member] | |||||
Revenues | |||||
Total revenues | 266 | 205 | 205 | 993 | |
Segment income (loss) from operations | |||||
Total income from operations | $ (475) | $ (398) | $ (398) | $ (1,034) | |
Predecessor [Member] | |||||
Revenues | |||||
Total revenues | $ 357,377 | ||||
Segment income (loss) from operations | |||||
Total income from operations | (39,388) | ||||
Predecessor [Member] | United States, Excluding All Points [Member] | |||||
Revenues | |||||
Total revenues | 269,009 | ||||
Segment income (loss) from operations | |||||
Total income from operations | (44,830) | ||||
Predecessor [Member] | All Points [Member] | |||||
Revenues | |||||
Total revenues | 10,238 | ||||
Segment income (loss) from operations | |||||
Total income from operations | 896 | ||||
Predecessor [Member] | Canada [Member] | |||||
Revenues | |||||
Total revenues | 73,867 | ||||
Segment income (loss) from operations | |||||
Total income from operations | 4,214 | ||||
Predecessor [Member] | Mexico [Member] | |||||
Revenues | |||||
Total revenues | 3,620 | ||||
Segment income (loss) from operations | |||||
Total income from operations | 446 | ||||
Predecessor [Member] | Australia [Member] | |||||
Revenues | |||||
Total revenues | 643 | ||||
Segment income (loss) from operations | |||||
Total income from operations | $ (114) |
Segment Reporting - Assets and
Segment Reporting - Assets and Cash Equivalents (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Assets | ||
Total Assets | $ 1,919,662 | $ 1,903,013 |
Cash and cash equivalents | ||
Total Cash and cash equivalents | 8,685 | 18,485 |
United States Excluding All Points [Member] | ||
Assets | ||
Total Assets | 1,560,934 | 1,522,371 |
Cash and cash equivalents | ||
Total Cash and cash equivalents | 2,847 | 13,192 |
All Points [Member] | ||
Assets | ||
Total Assets | 15,423 | 16,108 |
Cash and cash equivalents | ||
Total Cash and cash equivalents | 693 | 696 |
Canada [Member] | ||
Assets | ||
Total Assets | 326,392 | 346,691 |
Cash and cash equivalents | ||
Total Cash and cash equivalents | 3,122 | 3,186 |
Mexico [Member] | ||
Assets | ||
Total Assets | 15,103 | 15,886 |
Cash and cash equivalents | ||
Total Cash and cash equivalents | 1,799 | 1,396 |
Australia [Member] | ||
Assets | ||
Total Assets | 1,810 | 1,957 |
Cash and cash equivalents | ||
Total Cash and cash equivalents | $ 224 | $ 15 |