Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 15, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | HLM | |
Entity Registrant Name | HILLMAN COMPANIES INC | |
Entity Central Index Key | 1,029,831 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 5,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 15,934 | $ 11,385 |
Restricted investments | 260 | 639 |
Accounts receivable, net | 88,996 | 73,581 |
Inventories, net | 230,007 | 243,683 |
Deferred income taxes, net | 0 | 13,881 |
Other current assets | 12,849 | 9,902 |
Total current assets | 348,046 | 353,071 |
Property and equipment, net | 111,370 | 110,392 |
Goodwill | 617,050 | 615,515 |
Other intangibles, net | 736,356 | 753,483 |
Restricted investments | 1,286 | 1,382 |
Deferred financing fees, net | 1,083 | 1,263 |
Investment in trust common securities | 3,261 | 3,261 |
Other assets | 6,237 | 6,632 |
Total assets | 1,824,689 | 1,844,999 |
Current liabilities: | ||
Accounts payable | 73,074 | 65,008 |
Current portion of senior term loans | 5,500 | 5,500 |
Current portion of capitalized lease and other obligations | 201 | 217 |
Accrued expenses: | ||
Salaries and wages | 6,280 | 5,408 |
Pricing allowances | 4,754 | 7,216 |
Income and other taxes | 3,836 | 2,982 |
Interest | 9,983 | 9,843 |
Deferred compensation | 260 | 639 |
Other accrued expenses | 9,797 | 7,909 |
Total current liabilities | 113,685 | 104,722 |
Long term senior term loans | 522,386 | 524,025 |
Bank revolving credit | 16,000 | 28,000 |
Long term capitalized lease and other obligations | 218 | 310 |
Long term senior notes | 323,332 | 322,777 |
Junior subordinated debentures | 129,186 | 129,707 |
Deferred compensation | 1,286 | 1,382 |
Deferred income taxes, net | 242,180 | 259,213 |
Other non-current liabilities | 6,958 | 6,319 |
Total liabilities | 1,355,231 | 1,376,455 |
Commitments and contingencies (Note 5) | ||
Preferred Stock: | ||
Preferred stock, $.01 par, 5,000 shares authorized, none issued or outstanding at June 30, 2016 and December 31, 2015 | 0 | 0 |
Common Stock: | ||
Common stock, $.01 par, 5,000 shares authorized, issued and outstanding at June 30, 2016 and December 31, 2015 | 0 | 0 |
Additional paid-in capital | 546,872 | 545,754 |
Accumulated deficit | (48,118) | (42,020) |
Accumulated other comprehensive loss | (29,296) | (35,190) |
Total stockholders’ equity | 469,458 | 468,544 |
Total liabilities and stockholders’ equity | $ 1,824,689 | $ 1,844,999 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
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 | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Payments for (Proceeds from) Productive Assets | $ 0 | $ (2,295) | ||
Net sales | $ 226,900 | $ 216,818 | 416,504 | 397,514 |
Cost of sales (exclusive of depreciation and amortization shown separately below) | 122,079 | 118,987 | 225,056 | 222,335 |
Selling, general and administrative expenses | 66,860 | 64,597 | 132,375 | 126,295 |
Transaction, acquisition and integration expenses | 0 | 92 | 0 | 257 |
Depreciation | 8,050 | 6,971 | 16,420 | 14,508 |
Amortization | 9,491 | 9,518 | 18,954 | 19,035 |
Management fees to related party | 136 | 155 | 272 | 306 |
Other expense (income) | 259 | (718) | 451 | 512 |
Income from operations | 20,025 | 17,216 | 22,976 | 14,266 |
Interest expense, net | 12,866 | 12,618 | 25,909 | 25,244 |
Interest expense on junior subordinated debentures | 3,152 | 3,152 | 6,304 | 6,305 |
Investment income on trust common securities | (95) | (94) | (189) | (189) |
Income before income taxes | 4,102 | 1,540 | (9,048) | (17,094) |
Income tax expense | 2,356 | 6,083 | (2,950) | (2,686) |
Net income (loss) | 1,746 | (4,543) | (6,098) | (14,408) |
Net income (loss) from above | 1,746 | (4,543) | (6,098) | (14,408) |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | (190) | (373) | 5,894 | (10,885) |
Total other comprehensive loss | (190) | (373) | 5,894 | (10,885) |
Comprehensive income (loss) | $ 1,556 | $ (4,916) | (204) | (25,293) |
Payments to Acquire Productive Assets | $ 16,913 | $ 14,270 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (6,098) | $ (14,408) |
Adjustments to reconcile net loss to net cash provided by (used for) operating activities: | ||
Depreciation and amortization | 35,374 | 33,543 |
(Gain) loss on sale of property and equipment | 0 | (671) |
Deferred income taxes | (3,541) | (3,263) |
Deferred financing and original issue discount amortization | 1,325 | 1,369 |
Stock-based compensation expense | 1,118 | 257 |
Other non-cash interest and change in value of interest rate swap | 659 | 1,264 |
Changes in operating items: | ||
Accounts receivable | (14,715) | (31,953) |
Inventories | 17,984 | (55,654) |
Other assets | (3,973) | (1,161) |
Accounts payable | 7,695 | 28,477 |
Other accrued liabilities | 339 | 2,387 |
Other items, net | (42) | 38 |
Net cash provided by (used for) operating activities | 36,125 | (39,775) |
Payments for (Proceeds from) Productive Assets | 0 | (2,295) |
Cash flows from investing activities: | ||
Capital expenditures | (16,913) | (14,270) |
Net cash used for investing activities | (16,913) | (11,975) |
Cash flows from financing activities: | ||
Repayments of senior term loans | (2,750) | (2,750) |
Borrowings on revolving credit loans | 16,000 | 44,000 |
Repayments of Lines of Credit | (28,000) | 0 |
Principal payments under capitalized lease obligations | (118) | (101) |
Proceeds from Stock Options Exercised | 0 | (400) |
Purchase of Holdco stock from a former member of management | 0 | (540) |
Net cash (used for) provided by financing activities | (14,868) | 41,009 |
Effect of exchange rate changes on cash | 205 | (147) |
Net increase (decrease) in cash and cash equivalents | 4,549 | (10,888) |
Cash and cash equivalents at beginning of period | 11,385 | 18,485 |
Cash and cash equivalents at end of period | 15,934 | 7,597 |
Supplemental schedule of noncash activities: | ||
Fixed assets acquired under capital lease | 45 | 0 |
Supplemental disclosure of cash flow information: | ||
Interest on junior subordinated debentures | 6,115 | 6,116 |
Interest | 23,681 | 23,823 |
Income taxes | $ 238 | $ 1,021 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - 6 months ended Jun. 30, 2016 - 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, 2015 | $ 468,544 | $ 545,754 | $ (42,020) | $ (35,190) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (6,098) | (6,098) | ||
Foreign currency translation adjustments | 5,894 | 5,894 | ||
Stock-based compensation | 1,118 | 1,118 | ||
Balance at end of period at Jun. 30, 2016 | $ 469,458 | $ 546,872 | $ (48,118) | $ (29,296) |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The accompanying unaudited financial statements include the condensed consolidated accounts of The Hillman Companies, Inc. (“Hillman Companies”) and its wholly-owned subsidiaries (collectively “Hillman” or the “Company”). All significant intercompany balances and transactions have been eliminated. 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 accompanying unaudited condensed consolidated financial statements present information in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and applicable rules of Regulation S-X. Accordingly, they do not include all information or footnotes required by U.S. generally accepted accounting principles for complete financial statements. Management believes that the unaudited condensed consolidated financial statements include all adjustments (consisting only of normal recurring accruals and adjustments) necessary for a fair presentation. Operating results for the six months ended June 30, 2016 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, 2015 . 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 | 6 Months Ended |
Jun. 30, 2016 | |
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, 2015 . Policies included herein were updated for activity in the interim periods. 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 $597 and $601 as of June 30, 2016 and December 31, 2015 , respectively. The Company entered into agreements to sell, on an ongoing basis and without recourse, certain trade accounts receivable. The buyers are responsible for servicing the receivables. The sale of the receivables is accounted for in accordance with Financial Accounting Standards Board (“FASB”) ASC 860, Transfers and Servicing. Under that guidance, receivables are considered sold when they are transferred beyond the reach of the Company and its creditors, the purchaser has the right to pledge or exchange the receivables, and the Company has surrendered control over the transferred receivables. The Company has received proceeds from the sales of trade accounts receivable of approximately $70,000 and $112,000 for the three and six months ended June 30, 2016 , and has classified the sales as cash flows from operating activities in the condensed consolidated statements of cash flows. The Company recorded losses on the sales of accounts receivable of approximately $320 and $520 for the three and six months ended June 30, 2016 . 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 (loss) from operations. The accumulated depreciation was $60,034 at June 30, 2016 and $43,074 at December 31, 2015 . 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 amount of $1,387 in the three and six months ended June 30, 2016 . Costs incurred for the development of internal-use software were capitalized and placed into service in the amounts of $307 and $1,503 in the three and six months ended June 30, 2015 . 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 income (loss). The Company's shipping and handling costs were $9,985 and $10,982 in the three months ended June 30, 2016 and 2015 , respectively. The Company’s shipping and handling costs were $18,855 and $18,976 in the six months ended June 30, 2016 and 2015 , respectively. Use of Estimates in the Preparation of Financial Statements: The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results may differ from these estimates. 2. Summary of Significant Accounting Policies (continued): Reclassifications: Certain amounts in the prior year financial statements were reclassified to conform to the current year’s presentation. These reclassifications had no impact on the prior periods' net income (loss), cash flows, or stockholders' equity. As a result of implementation of Accounting Standards Update ("ASU") No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) during the first quarter of 2016, the Company reclassified deferred financing fees from non-current assets to long term liabilities. The reclassification reduced deferred financing fees and long term liabilities by approximately $17,800 and $19,400 as of June 30, 2016 and December 31, 2015, respectively. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2016 | |
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. In August 2015, the FASB issued ASU 2015-14 which deferred the effective date by one year making the guidance 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 adoption is permitted as of the original effective date. We are currently assessing the transition method and impact of implementing this guidance on our Condensed Consolidated Financial Statements. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customer. This guidance amends the principal-versus-agent implementation guidance and illustrations in ASU 2014-09. This ASU clarifies that an entity should evaluate whether it is the principal or the agent for each specified good or service promised in a contract with a customer. Therefore, for contracts involving more than one specified good or service, the entity may be the principal for one or more specified goods or services and the agent for others. This ASU has the same effective date as the new revenue standard, ASU 2014-09, and entities are required to adopt this ASU by using the same transition method used to adopt the new revenue standard. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. This ASU clarifies the implementation guidance on identifying performance obligations and licensing on the previously issued ASU 2014-09, Revenue from Contracts with Customers. In May 2016, the FASB issued ASU 2016-11, Revenue Recognition ( Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting. ASU 2016-11 rescinds several SEC Staff Announcements that are codified in Topic 605, including, among other items, guidance relating to accounting for shipping and handling fees and freight services. In May 2016, the FASB also issued ASU 2016-12, which provided narrow scope improvements and practical expedients related to ASU 2014-09, Revenue from Contracts with Customers. The improvements address completed contracts and contract modifications at transition, noncash consideration, the presentation of sales taxes and other taxes collected from customers, and assessment of collectability when determining whether a transaction represents a valid contract. ASU 2016-10, ASU 2016-11, and ASU 2016-12 are effective for the fiscal year ending December 31, 2018, and for interim periods within that year. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that year. ASU 2016-10 and ASU 2016-11 can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. 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. The Company has adopted this standard in the first quarter of 2016. As a result of adopting this guidance, the Company recorded a reduction to deferred financing fees and a corresponding reduction to long term liabilities of approximately $17,800 and $19,400 as of March 31, 2016 and December 31, 2015, respectively. There was no impact on Condensed Consolidated Statement of Comprehensive Loss or Cash Flows as a result of the adoption of this guidance. In November 2015, the FASB issued the ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes . The intent is to simplify the presentation of deferred income taxes. The amendments in the update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this update apply to all entities that present a classified statement of financial position. For public business entities, the amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The Company has elected early adoption of this standard in the first quarter of 2016. There was no impact on Condensed Consolidated Statement of Comprehensive Loss or Cash Flows as a result of the adoption of this guidance. Prior periods were not retrospectively adjusted. 3. Recent Accounting Pronouncements (continued): In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The amendments in this update require lessees, among other things, to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous authoritative guidance. This update also introduces new disclosure requirements for leasing arrangements. The new guidance will be effective for public business entities for annual periods beginning after December 15, 2018, and interim periods therein. Early adoption will be permitted for all entities. The new standard is required to be applied with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. We are currently evaluating the impact of implementing this guidance on our Condensed Consolidated Financial Statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting . This ASU affects entities that issue share-based payment awards to their employees. The ASU is designed to simplify several aspects of accounting for share-based payment award transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows, and forfeiture rate calculations. This ASU will become effective for the Company on January 1, 2017. Early adoption is permitted in any interim or annual period. The Company has elected early adoption of this standard in the first quarter of 2016. There was no impact on Condensed Consolidated Statement of Comprehensive Loss or Cash Flows as a result of the adoption of this guidance. Prior periods were not retrospectively adjusted. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this ASU on its Condensed Consolidated Financial Statements. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
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. The quantitative assessment for goodwill impairment is a two-step test. Under the first step, the fair value of each reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the Company must perform step two of the impairment test(measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit's goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with ASC 805, Business Combinations. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. No impairment charges were recorded by the Company in 2016 or 2015. Goodwill amounts by reporting unit are summarized as follows: Goodwill at Acquisitions Dispositions Other (1) Goodwill at December 31, 2015 June 30, 2016 United States, excluding All Points $ 580,420 $ — $ — $ — $ 580,420 All Points 3,360 — — — 3,360 Canada 27,530 — — 1,759 29,289 Mexico 4,205 — — (224 ) 3,981 Australia — — — — — Total $ 615,515 $ — $ — $ 1,535 $ 617,050 (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 quantitative impairment model. No impairment charges were recorded by the Company in 2016 or 2015. 4. Goodwill and Other Intangible Assets (continued): Definite-lived intangible assets are amortized over their useful lives. Indefinite-lived intangible assets are not amortized, but are subject to impairment testing. The values assigned to intangible assets, in connection with the Merger Transaction and the Paulin Acquisition, were determined through separate independent appraisals. Other intangibles, net, as of June 30, 2016 and December 31, 2015 consist of the following: Estimated Useful Life (Years) June 30, 2016 December 31, 2015 Customer relationships 20 $ 689,097 $ 687,530 Trademarks - All Others Indefinite 85,572 85,227 Trademarks - TagWorks 5 300 300 KeyWorks license 7 4,446 4,431 Patents 7-12 32,816 32,777 Intangible assets, gross 812,231 810,265 Less: Accumulated amortization 75,875 56,782 Other intangibles, net $ 736,356 $ 753,483 The Company's accumulated amortization was $75,875 as of June 30, 2016 , which includes accumulated amortization of foreign subsidiaries translated using exchange rates in effect at the balance sheet date. The amortization expense for amortizable assets including the adjustments resulting from fluctuations in foreign currency exchange rates was $9,491 and $9,518 for the three months ended June 30, 2016 and 2015 , respectively. The amortization expense for amortizable assets including the adjustments resulting from fluctuations in foreign currency exchange rates was $18,954 and $19,035 for the six months ended June 30, 2016 and 2015 , respectively. The amortization expense for amortizable assets for the year ending December 31, 2016 is estimated to be $37,938 . For the years ending December 31, 2017 , 2018 , 2019 , 2020 , and 2021 , the amortization expense for amortizable assets is estimated to be $37,938 , $37,938 , $37,908 , $37,878 , and $37,496 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
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 $1,421 recorded for such risks is adequate as of June 30, 2016 . As of June 30, 2016 , the Company has provided certain vendors and insurers letters of credit aggregating $5,559 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 claims data and certain actuarial assumptions. The Company believes the liability of approximately $1,566 recorded for such risks is adequate as of June 30, 2016 . 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): 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 and expert discovery are now complete. Minute Key Inc. filed a motion for summary judgment on February 8, 2016. The court denied that motion on July 8, 2016. 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. In addition, legal proceedings are pending which are either in the ordinary course of business or incidental to the Company’s business. Those legal proceedings incidental to the business of the Company are generally not covered by insurance or other indemnity. In the opinion of the Company’s management, the ultimate resolution of the pending litigation matters will not have a material adverse effect on the consolidated financial position, operations, or cash flows of the Company. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions: The Company has recorded aggregate management fee charges and expenses from the Oak Hill Funds and CCMP of $136 and $155 for the three months ended June 30, 2016 and 2015 , respectively. The Company has recorded aggregate management fee charges and expenses from the Oak Hill Funds and CCMP of $272 and $306 for the six months ended June 30, 2016 and 2015 , respectively. Gregory Mann and Gabrielle Mann are employed by the All Points subsidiary of Hillman. All Points leases an industrial warehouse and office facility from companies under the control of the Manns. The Company has recorded rental expense for the lease of this facility on an arm’s length basis. The rental expense for the lease of this facility was $82 for each of the three months ended June 30, 2016 and 2015 . The rental expense for the lease of this facility was $164 for each of the six months ended June 30, 2016 and 2015 . 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. The rental expense for the three leases was $160 and $167 for the three months ended June 30, 2016 and 2015 , respectively. The rental expense for the three leases was $310 and $333 for the six months ended June 30, 2016 and 2015 , respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes: Accounting Standards Codification 740 (“ASC 740”) requires companies to apply their estimated annual effective tax rate on a year-to-date basis in each interim period. Under ASC 740, companies should not apply the estimated annual effective tax rate to interim financial results if the estimated annual effective tax rate is not reliably predictable. In this situation, the interim tax rate should be based on the actual year-to-date results. For the three and six month periods ended June 30, 2016, reliable projections of the Company’s annual effective tax rate were difficult to determine, producing significant variations in the customary relationship between income tax expense and pre-tax book income. As such, the Company recorded income taxes for the period based on actual year-to-date results. In the three and six month periods ended June 30, 2015, the Company applied an estimated annual effective tax rate to the interim period pre-tax (loss) / income to calculate the income tax (benefit) / provision. For the three and six month periods ended June 30, 2016, the effective income tax rates were 57.4% and 32.6% respectively. The Company recorded a tax provision / (benefit) for the three and six month periods ended June 30, 2016 of $2,356 and $(2,950) respectively. The effective income tax rate differed from the federal statutory tax rate in the three and six month periods ended June 30, 2016 due in part to a tax benefit recorded in the current period from the reconciliation of a prior year’s tax return to the amount reported for tax provision purposes. The effective income tax rate differed from the federal statutory rate in the three and six month periods ended June 30, 2016 due in part to a valuation reserve recorded to offset the deferred tax assets of a foreign subsidiary. The remaining differences between the federal statutory rate and the effective tax rate in the three and six month periods ended June 30, 2016 were primarily due to state and foreign income taxes. The effective income tax rates were 395.0% and 15.7% for the three and six month periods ended June 30, 2015, respectively. The Company recorded a tax provision / (benefit) for the three and six month periods ended June 30, 2015 of $6,083 and $(2,686) respectively. The effective income tax rate differed from the federal statutory rate in the three and six month periods ended June 30, 2015 primarily due to a change in the projected financial statement earnings for the year which decreased the estimated annual effective tax rate used to compute the interim period income tax provision / (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 three and six month periods ended June 30, 2015 due in part to a valuation reserve recorded to offset the deferred tax assets of a foreign subsidiary. The remaining differences between the federal statutory rate and the effective tax rate in the three and six month periods ended June 30, 2015 were primarily due to state and foreign income taxes. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt: On June 30, 2014, The Hillman Companies, Inc. 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 June 30, 2016 , the term loan borrowings will be at an adjusted interest rate of 4.50% , excluding the impact of interest rate swaps. The Revolver loans were at an adjusted interest rate of 3.88% at June 30, 2016 . The amount of long term senior term loan presented on the balance sheet is net of unamortized deferred financing fees of $11,114 and $12,225 as of June 30, 2016 and December 31, 2015, respectively. 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 The Hillman Companies, Inc. and its domestic subsidiaries other than the Hillman Group Capital Trust ("Trust"). Hillman Group pays interest on the 6.375% Senior Notes semi-annually on January 15 and July 15 of each year. The amount of long term senior notes presented on the balance sheet are net of unamortized deferred financing fees of $6,668 and $7,223 as of June 30, 2016 and December 31, 2015, respectively. The Company pays interest to the 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 six months of 2016 or the year ended December 31, 2015 . The Senior Facilities provide for customary events of default, including but not limited to, payment defaults, breach of representations or covenants, cross-defaults, bankruptcy events, failure to pay judgments, attachment of its assets, change of control, and the issuance of an order of dissolution. Certain of these events of default are subject to notice and cure periods or materiality thresholds. The Company is also required to comply, in certain circumstances, with a senior secured net leverage ratio covenant. This covenant only applies if, at the end of a fiscal quarter, there are outstanding Revolver borrowings in excess of 35% of the total revolving commitments. As of June 30, 2016 , the Revolver loan amount of $16,000 and outstanding letters of credit of approximately $5,559 represented 31% of total revolving commitments and this financial covenant was not in effect. The occurrence of an event of default permits the lenders under the Senior Facilities to accelerate repayment of all amounts due. The Company was in compliance with all provisions and financial covenants of the Senior Facilities as of June 30, 2016 . 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 | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Common and Preferred Stock | Common and Preferred Stock: The Hillman Companies, Inc. has one class of common stock, with 5,000 shares authorized, issued, and outstanding as of June 30, 2016 . All outstanding shares of The Hillman Companies, Inc. common stock are owned by Holdco. The management shareholders of Holdco do not have the ability to put their shares back to Holdco. The Hillman Companies, Inc. has one class of preferred stock, with 5,000 shares authorized and none issued or outstanding as of June 30, 2016 . |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
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. During the first six months of 2016 , Holdco granted a total of 2,200.000 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. As of June 30, 2016 , a total of 2,855.846 shares were available for future stock-based award grants. The fair value of 1,100.000 time-vested options granting during the six months ended June 30, 2016 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 1.27% to 1.72% , expected historic volatility assumed to be 31.5% , and expected term of 6.75 years. Expected volatility is estimated based on the average historical volatility of similar entities with publicly traded shares. The average fair value of each option was $355.629 . Compensation expense of $336 and $726 was recognized in the accompanying condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2016 , respectively. As of June 30, 2016 , there was $5,372 of unrecognized compensation expense for unvested stock options. The expense will be recognized as a charge to earnings over a weighted average period of approximately 3.50 years. Compensation expense of $53 and $257 was recognized in the accompanying condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2015, respectively. As of June 30, 2015, there was $3,309 of unrecognized compensation expense for unvested stock options. As of June 30, 2016 , there were 20,982.709 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 June 30, 2016 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, 2015 40,625.418 $ 1,000 9 years — Granted 2,200.000 1,000 10 years — Exercised or converted — — — — Forfeited or expired (1,760.000 ) 1,000 — — Outstanding at June 30, 2016 41,065.418 $ 1,000 8.5 years $ — Exercisable at June 30, 2016 — $ — — $ — 10. Stock-Based Compensation (continued): In 2015, the Holdco granted a total of 1,600 shares of restricted stock under the 2014 Equity Incentive Plan. The shares were granted at the grant date fair value of the underlying common stock securities. The restrictions on 1,500 restricted stock shares 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 the 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. In the first quarter of 2016, the restrictions on the remaining 100 restricted stock shares lapsed on the one year anniversary of the award date and the restricted stock shares vested. A summary of restricted stock activity for the six months ended June 30, 2016 is presented below: Number of Shares Weighted-Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Unvested at December 31, 2015 1,600 $ 1,000 1.7 years $ — Granted — — — — Vested (100 ) 1,000 — — Forfeited — — — — Unvested at June 30, 2016 1,500 $ 1,000 1.3 years $ — Compensation expense of $188 and $392 was recognized in the accompanying condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2016 , respectively. As of June 30, 2016 , there was $875 of unrecognized compensation expense for unvested restricted stock. |
Derivatives and Hedging
Derivatives and Hedging | 6 Months Ended |
Jun. 30, 2016 | |
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 debt and (2) fluctuations in foreign currency exchange rates. The Company measures those instruments at fair value and recognizes changes in the fair value of derivatives in earnings in the period of change, unless the derivative qualifies as an effective hedge that offsets certain exposures. Interest Rate Swap Agreements - On September 3, 2014, the Company entered into 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 was 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 of 3.5% for an effective rate of 5.7% . 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 was 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 of 3.5% for an effective rate of 5.7% . The total fair value of the interest rate swaps was $(3,223) as of June 30, 2016 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 $659 in fair value since December 31, 2015 . The total fair value of the interest rate swaps was $(2,564) as of December 31, 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 $1,629 in fair value since December 31, 2014. The Company's interest rate swap agreements did not qualify for hedge accounting treatment because they did not meet the provisions specified in ASC 815, Derivatives and Hedging (“ASC 815”). Accordingly, the gain or loss on these derivatives was recognized in current earnings. Foreign Currency Forward Contracts - During 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 1.0680 to 1.1740 . The purpose of the 2014 FX Contracts was 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 December 2016 . The 2015 FX Contracts fixed the Canadian to U.S. dollar forward exchange rate at points ranging from 1.1384 to 1.3831 . The purpose of the 2015 FX Contracts is to manage the Company's exposure to fluctuations in the exchange rate of the Canadian dollar. During 2016, the Company entered into multiple foreign currency forward contracts (the “2016 FX Contracts”) with maturity dates ranging from April 2016 to April 2017 . The 2016 FX Contracts fixed the Canadian to U.S. dollar forward exchange rate at points ranging from 1.2536 to 1.3817 . The purpose of the 2016 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$32,595 and C$37,886 as of June 30, 2016 and December 31, 2015 , respectively. The total fair value of the outstanding FX Contracts was $(610) and $1,695 as of June 30, 2016 and December 31, 2015 , respectively, and was reported on the condensed consolidated balance sheets in other current (liabilities) and assets, respectively. An increase in other expense of $2,305 was recorded in the statement of comprehensive loss for the unfavorable change in fair value from December 31, 2015 . 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 | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 Level 1 Level 2 Level 3 Total Trading securities $ 1,546 $ — $ — $ 1,546 Interest rate swaps — (3,223 ) — (3,223 ) Foreign exchange forward contracts — (610 ) — (610 ) As of December 31, 2015 Level 1 Level 2 Level 3 Total Trading securities $ 2,021 $ — $ — $ 2,021 Interest rate swaps — (2,564 ) — (2,564 ) Foreign exchange forward contracts — 1,695 — 1,695 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. The unrealized gain (loss) on these securities of $27 and ($7) were recorded as other expense for the three months ended June 30, 2016 and 2015 , respectively. The unrealized gain on these securities of $17 and $43 were recorded as other expense for the six months ended June 30, 2016 and 2015 , respectively. An offsetting entry for the same amounts, 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 full term of the swap contracts. As of June 30, 2016 and December 31, 2015 , 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 June 30, 2016 and December 31, 2015 , the foreign exchange forward contracts were included in other current liabilities and assets, respectively, on the accompanying condensed consolidated balance sheets. The fair value of the Company's fixed rate senior notes and junior subordinated debentures as of June 30, 2016 and December 31, 2015 were determined by utilizing current trading prices obtained from indicative market data. As a result, the fair value measurements of the Company's senior term notes and debentures are considered to be Level 2. June 30, 2016 December 31, 2015 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 6.375% Senior Notes $ 323,332 $ 295,350 $ 322,777 $ 271,425 Junior Subordinated Debentures 129,186 140,337 129,707 131,691 Cash, accounts receivable, short-term borrowings, accounts payable, and accrued liabilities are reflected in the condensed consolidated financial statements at book value, which approximates fair value, due to the short-term nature of these instruments. The carrying amount of the long-term debt under the revolving credit facility approximates the fair value at June 30, 2016 and December 31, 2015 as the interest rate is variable and approximates current market rates. The Company also believes the carrying amount of the long-term debt under the senior term loan approximates the fair value at June 30, 2016 and December 31, 2015 because, while subject to a minimum LIBOR floor rate, the interest rate approximates current market rates of debt with similar terms and comparable credit risk. Additional information with respect to the derivative instruments is included in Note 11 - Derivatives 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 | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Transaction, Acquisition, and Integration Expenses | Transaction, Acquisition, and Integration Expenses: The Company did not have transaction related expenses during the three or six months ended June 30, 2016. In the three and six months ended June 30, 2015, the Company incurred $92 and $257 , respectively, in transaction expenses related to the Merger Transaction. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2016 | |
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 its business. The Company periodically evaluates its segment reporting structure in accordance with ASC 350-20-55 and has concluded that it has five reportable segments as of June 30, 2016 . The United States segment, excluding All Points, and the Canada segment are considered material by the Company’s management as of June 30, 2016 . 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 after market 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 six months ended June 30, 2016 and 2015 . Three Months Ended June 30, 2016 Three Months Ended June 30, 2015 Revenues United States, excluding All Points $ 179,864 $ 167,821 All Points 5,228 5,628 Canada 40,166 41,133 Mexico 1,514 1,844 Australia 128 392 Total revenues $ 226,900 $ 216,818 Segment income (loss) from operations United States, excluding All Points $ 17,544 $ 15,679 All Points 569 481 Canada 2,503 1,062 Mexico (390 ) 127 Australia (201 ) (133 ) Total income from operations $ 20,025 $ 17,216 Six Months Ended June 30, 2016 Six Months Ended June 30, 2015 Revenues United States, excluding All Points $ 335,225 $ 311,942 All Points 9,450 10,741 Canada 68,299 70,549 Mexico 3,225 3,555 Australia 305 727 Total revenues $ 416,504 $ 397,514 Segment income (loss) from operations United States, excluding All Points $ 20,435 $ 12,956 All Points 924 815 Canada 1,763 791 Mexico (187 ) 263 Australia 41 (559 ) Total income from operations $ 22,976 $ 14,266 14. Segment Reporting (continued): The tables below present assets and cash equivalents as of June 30, 2016 and December 31, 2015 . As of As of June 30, 2016 December 31, 2015 Assets United States, excluding All Points $ 1,470,417 $ 1,509,039 All Points 14,282 14,836 Canada 324,820 303,795 Mexico 13,337 15,575 Australia 1,833 1,754 Total Assets $ 1,824,689 $ 1,844,999 As of As of June 30, 2016 December 31, 2015 Cash and cash equivalents United States, excluding All Points $ 4,053 $ 3,024 All Points 333 612 Canada 10,180 5,106 Mexico 1,201 2,536 Australia 167 107 Total cash and cash equivalents $ 15,934 $ 11,385 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
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 $597 and $601 as of June 30, 2016 and December 31, 2015 , respectively. The Company entered into agreements to sell, on an ongoing basis and without recourse, certain trade accounts receivable. The buyers are responsible for servicing the receivables. The sale of the receivables is accounted for in accordance with Financial Accounting Standards Board (“FASB”) ASC 860, Transfers and Servicing. Under that guidance, receivables are considered sold when they are transferred beyond the reach of the Company and its creditors, the purchaser has the right to pledge or exchange the receivables, and the Company has surrendered control over the transferred receivables. The Company has received proceeds from the sales of trade accounts receivable of approximately $70,000 and $112,000 for the three and six months ended June 30, 2016 , and has classified the sales as cash flows from operating activities in the condensed consolidated statements of cash flows. The Company recorded losses on the sales of accounts receivable of approximately $320 and $520 for the three and six months ended June 30, 2016 . |
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 (loss) from operations. The accumulated depreciation was $60,034 at June 30, 2016 and $43,074 at December 31, 2015 . 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 amount of $1,387 in the three and six months ended June 30, 2016 . |
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 income (loss). The Company's shipping and handling costs were $9,985 and $10,982 in the three months ended June 30, 2016 and 2015 , respectively. The Company’s shipping and handling costs were $18,855 and $18,976 in the six months ended June 30, 2016 and 2015 , respectively. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements: The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results may differ from these estimates. |
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. In August 2015, the FASB issued ASU 2015-14 which deferred the effective date by one year making the guidance 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 adoption is permitted as of the original effective date. We are currently assessing the transition method and impact of implementing this guidance on our Condensed Consolidated Financial Statements. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customer. This guidance amends the principal-versus-agent implementation guidance and illustrations in ASU 2014-09. This ASU clarifies that an entity should evaluate whether it is the principal or the agent for each specified good or service promised in a contract with a customer. Therefore, for contracts involving more than one specified good or service, the entity may be the principal for one or more specified goods or services and the agent for others. This ASU has the same effective date as the new revenue standard, ASU 2014-09, and entities are required to adopt this ASU by using the same transition method used to adopt the new revenue standard. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. This ASU clarifies the implementation guidance on identifying performance obligations and licensing on the previously issued ASU 2014-09, Revenue from Contracts with Customers. In May 2016, the FASB issued ASU 2016-11, Revenue Recognition ( Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting. ASU 2016-11 rescinds several SEC Staff Announcements that are codified in Topic 605, including, among other items, guidance relating to accounting for shipping and handling fees and freight services. In May 2016, the FASB also issued ASU 2016-12, which provided narrow scope improvements and practical expedients related to ASU 2014-09, Revenue from Contracts with Customers. The improvements address completed contracts and contract modifications at transition, noncash consideration, the presentation of sales taxes and other taxes collected from customers, and assessment of collectability when determining whether a transaction represents a valid contract. ASU 2016-10, ASU 2016-11, and ASU 2016-12 are effective for the fiscal year ending December 31, 2018, and for interim periods within that year. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that year. ASU 2016-10 and ASU 2016-11 can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. 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. The Company has adopted this standard in the first quarter of 2016. As a result of adopting this guidance, the Company recorded a reduction to deferred financing fees and a corresponding reduction to long term liabilities of approximately $17,800 and $19,400 as of March 31, 2016 and December 31, 2015, respectively. There was no impact on Condensed Consolidated Statement of Comprehensive Loss or Cash Flows as a result of the adoption of this guidance. In November 2015, the FASB issued the ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes . The intent is to simplify the presentation of deferred income taxes. The amendments in the update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this update apply to all entities that present a classified statement of financial position. For public business entities, the amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The Company has elected early adoption of this standard in the first quarter of 2016. There was no impact on Condensed Consolidated Statement of Comprehensive Loss or Cash Flows as a result of the adoption of this guidance. Prior periods were not retrospectively adjusted. 3. Recent Accounting Pronouncements (continued): In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The amendments in this update require lessees, among other things, to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous authoritative guidance. This update also introduces new disclosure requirements for leasing arrangements. The new guidance will be effective for public business entities for annual periods beginning after December 15, 2018, and interim periods therein. Early adoption will be permitted for all entities. The new standard is required to be applied with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. We are currently evaluating the impact of implementing this guidance on our Condensed Consolidated Financial Statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting . This ASU affects entities that issue share-based payment awards to their employees. The ASU is designed to simplify several aspects of accounting for share-based payment award transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows, and forfeiture rate calculations. This ASU will become effective for the Company on January 1, 2017. Early adoption is permitted in any interim or annual period. The Company has elected early adoption of this standard in the first quarter of 2016. There was no impact on Condensed Consolidated Statement of Comprehensive Loss or Cash Flows as a result of the adoption of this guidance. Prior periods were not retrospectively adjusted. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this ASU on its Condensed Consolidated Financial Statements. |
Comparability of Prior Year Financial Data, Policy [Policy Text Block] | Reclassifications: Certain amounts in the prior year financial statements were reclassified to conform to the current year’s presentation. These reclassifications had no impact on the prior periods' net income (loss), cash flows, or stockholders' equity. As a result of implementation of Accounting Standards Update ("ASU") No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) during the first quarter of 2016, the Company reclassified deferred financing fees from non-current assets to long term liabilities. The reclassification reduced deferred financing fees and long term liabilities by approximately $17,800 and $19,400 as of June 30, 2016 and December 31, 2015, respectively. |
Reclassification, Policy [Policy Text Block] | Reclassifications: Certain amounts in the prior year financial statements were reclassified to conform to the current year’s presentation. These reclassifications had no impact on the prior periods' net income (loss), cash flows, or stockholders' equity. As a result of implementation of Accounting Standards Update ("ASU") No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) during the first quarter of 2016, the Company reclassified deferred financing fees from non-current assets to long term liabilities. The reclassification reduced deferred financing fees and long term liabilities by approximately $17,800 and $19,400 as of June 30, 2016 and December 31, 2015, respectively. |
Goodwill and Other Intangible22
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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, 2015 June 30, 2016 United States, excluding All Points $ 580,420 $ — $ — $ — $ 580,420 All Points 3,360 — — — 3,360 Canada 27,530 — — 1,759 29,289 Mexico 4,205 — — (224 ) 3,981 Australia — — — — — Total $ 615,515 $ — $ — $ 1,535 $ 617,050 (1) These amounts relate to adjustments resulting from fluctuations in foreign currency exchange rates. |
Components of Other Intangibles, Net | Other intangibles, net, as of June 30, 2016 and December 31, 2015 consist of the following: Estimated Useful Life (Years) June 30, 2016 December 31, 2015 Customer relationships 20 $ 689,097 $ 687,530 Trademarks - All Others Indefinite 85,572 85,227 Trademarks - TagWorks 5 300 300 KeyWorks license 7 4,446 4,431 Patents 7-12 32,816 32,777 Intangible assets, gross 812,231 810,265 Less: Accumulated amortization 75,875 56,782 Other intangibles, net $ 736,356 $ 753,483 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 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, 2015 40,625.418 $ 1,000 9 years — Granted 2,200.000 1,000 10 years — Exercised or converted — — — — Forfeited or expired (1,760.000 ) 1,000 — — Outstanding at June 30, 2016 41,065.418 $ 1,000 8.5 years $ — Exercisable at June 30, 2016 — $ — — $ — |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of restricted stock activity for the six months ended June 30, 2016 is presented below: Number of Shares Weighted-Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Unvested at December 31, 2015 1,600 $ 1,000 1.7 years $ — Granted — — — — Vested (100 ) 1,000 — — Forfeited — — — — Unvested at June 30, 2016 1,500 $ 1,000 1.3 years $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Measurement of Assets and Liabilities at Fair Value on Recurring Basis | The following tables set forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis during the period, by level, within the fair value hierarchy: As of June 30, 2016 Level 1 Level 2 Level 3 Total Trading securities $ 1,546 $ — $ — $ 1,546 Interest rate swaps — (3,223 ) — (3,223 ) Foreign exchange forward contracts — (610 ) — (610 ) As of December 31, 2015 Level 1 Level 2 Level 3 Total Trading securities $ 2,021 $ — $ — $ 2,021 Interest rate swaps — (2,564 ) — (2,564 ) Foreign exchange forward contracts — 1,695 — 1,695 |
Fair Value of Company's Fixed Rate Senior Notes and Junior Subordinated Debentures | The fair value of the Company's fixed rate senior notes and junior subordinated debentures as of June 30, 2016 and December 31, 2015 were determined by utilizing current trading prices obtained from indicative market data. As a result, the fair value measurements of the Company's senior term notes and debentures are considered to be Level 2. June 30, 2016 December 31, 2015 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 6.375% Senior Notes $ 323,332 $ 295,350 $ 322,777 $ 271,425 Junior Subordinated Debentures 129,186 140,337 129,707 131,691 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 six months ended June 30, 2016 and 2015 . Three Months Ended June 30, 2016 Three Months Ended June 30, 2015 Revenues United States, excluding All Points $ 179,864 $ 167,821 All Points 5,228 5,628 Canada 40,166 41,133 Mexico 1,514 1,844 Australia 128 392 Total revenues $ 226,900 $ 216,818 Segment income (loss) from operations United States, excluding All Points $ 17,544 $ 15,679 All Points 569 481 Canada 2,503 1,062 Mexico (390 ) 127 Australia (201 ) (133 ) Total income from operations $ 20,025 $ 17,216 Six Months Ended June 30, 2016 Six Months Ended June 30, 2015 Revenues United States, excluding All Points $ 335,225 $ 311,942 All Points 9,450 10,741 Canada 68,299 70,549 Mexico 3,225 3,555 Australia 305 727 Total revenues $ 416,504 $ 397,514 Segment income (loss) from operations United States, excluding All Points $ 20,435 $ 12,956 All Points 924 815 Canada 1,763 791 Mexico (187 ) 263 Australia 41 (559 ) Total income from operations $ 22,976 $ 14,266 |
Assets and Cash Equivalents | The tables below present assets and cash equivalents as of June 30, 2016 and December 31, 2015 . As of As of June 30, 2016 December 31, 2015 Assets United States, excluding All Points $ 1,470,417 $ 1,509,039 All Points 14,282 14,836 Canada 324,820 303,795 Mexico 13,337 15,575 Australia 1,833 1,754 Total Assets $ 1,824,689 $ 1,844,999 As of As of June 30, 2016 December 31, 2015 Cash and cash equivalents United States, excluding All Points $ 4,053 $ 3,024 All Points 333 612 Canada 10,180 5,106 Mexico 1,201 2,536 Australia 167 107 Total cash and cash equivalents $ 15,934 $ 11,385 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) $ in Thousands | May 16, 2014USD ($) | Jun. 30, 2016USD ($)Segment | Dec. 31, 2015USD ($) | May 15, 2014 |
Business Acquisition [Line Items] | ||||
Aggregate purchase price | $ 1,504,498 | |||
Goodwill | $ 617,050 | $ 615,515 | ||
Number of business segments | Segment | 5 | |||
Junior Subordinated Debentures [Member] | ||||
Business Acquisition [Line Items] | ||||
Outstanding debt | $ 105,443 | |||
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% |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Allowance for doubtful accounts | $ (597) | $ (597) | $ (601) | ||
Proceeds from Sale and Collection of Receivables | 70,000 | 112,000 | |||
Gain (Loss) on Sale of Accounts Receivable | 0 | (520) | |||
Accumulated depreciation | 60,034 | 60,034 | $ 43,074 | ||
Capitalized computer software placed in service | $ 0 | 1,387 | $ 1,503 | ||
Shipping and handling costs | $ 9,985 | $ 10,982 | $ 18,855 | $ 18,976 | |
Reclassifications [Text Block] | Reclassifications: Certain amounts in the prior year financial statements were reclassified to conform to the current year’s presentation. These reclassifications had no impact on the prior periods' net income (loss), cash flows, or stockholders' equity. As a result of implementation of Accounting Standards Update ("ASU") No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) during the first quarter of 2016, the Company reclassified deferred financing fees from non-current assets to long term liabilities. The reclassification reduced deferred financing fees and long term liabilities by approximately $17,800 and $19,400 as of June 30, 2016 and December 31, 2015, respectively. |
Recent Accounting Pronounceme28
Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
New Accounting Pronouncement, Early Adoption, Effect [Member] | Long-term Debt [Member] | ||
Item Effected [Line Items] | ||
Deferred Finance Costs, Net | $ 17,800 | $ 19,400 |
Goodwill and Other Intangible29
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill, impairment charges | $ 0 | ||||
Impairment of indefinite-lived intangibles | 0 | $ 0 | |||
Accumulated amortization including foreign subsidiaries | $ 75,875,000 | 75,875,000 | $ 56,782,000 | ||
Amortization expense including adjustments from fluctuations in foreign currency exchange rates | 9,491,000 | $ 9,518,000 | 18,954,000 | $ 19,035,000 | |
Successor [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense, 2015 | 37,938,000 | 37,938,000 | |||
Future amortization expense, 2016 | 37,938,000 | 37,938,000 | |||
Future amortization expense, 2017 | 37,938,000 | 37,938,000 | |||
Future amortization expense, 2018 | 37,908,000 | 37,908,000 | |||
Future amortization expense, 2019 | 37,878,000 | 37,878,000 | |||
Future amortization expense, 2020 | $ 37,496,000 | $ 37,496,000 |
Goodwill and Other Intangible30
Goodwill and Other Intangible Assets - Summary of Goodwill Amounts by Reporting Unit (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning balance | $ 615,515 |
Acquisitions | 0 |
Dispositions | 0 |
Other | 1,535 |
Goodwill, Ending balance | 617,050 |
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 | 27,530 |
Acquisitions | 0 |
Dispositions | 0 |
Other | 1,759 |
Goodwill, Ending balance | 29,289 |
Mexico [Member] | |
Goodwill [Roll Forward] | |
Goodwill, Beginning balance | 4,205 |
Acquisitions | 0 |
Dispositions | 0 |
Other | (224) |
Goodwill, Ending balance | 3,981 |
Australia [Member] | |
Goodwill [Roll Forward] | |
Goodwill, Beginning balance | 0 |
Acquisitions | 0 |
Dispositions | 0 |
Other | 0 |
Goodwill, Ending balance | $ 0 |
Goodwill and Other Intangible31
Goodwill and Other Intangible Assets - Components of Other Intangibles, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, gross | $ 812,231 | $ 812,231 | $ 810,265 | ||
Less: Accumulated amortization | 75,875 | 75,875 | 56,782 | ||
Other intangibles, net | 736,356 | 736,356 | 753,483 | ||
Amortization | 9,491 | $ 9,518 | $ 18,954 | $ 19,035 | |
Trademarks - All Others [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | Indefinite | ||||
Indefinite Intangible assets, gross | 85,572 | $ 85,572 | 85,227 | ||
Customer Relationships [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | 20 years | ||||
Finite-lived intangible assets, gross | 689,097 | $ 689,097 | 687,530 | ||
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 | 4,446 | $ 4,446 | 4,431 | ||
Patents [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, gross | $ 32,816 | $ 32,816 | $ 32,777 | ||
Patents [Member] | Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | 7 years | ||||
Patents [Member] | Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | 12 years |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016USD ($)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 | 1,421,000 |
Aggregate vendors and insurers letters of credit related to product purchases and insurance coverage of product liability, workers' compensation and general liability | 5,559,000 |
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 | $ 1,566,000 |
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 | Feb. 19, 2013PropertyLease | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) |
Capital Leased Assets [Line Items] | |||||
Management fee charges and expenses | $ 136 | $ 155 | $ 272 | $ 306 | |
Oak Hill Funds and CCMP [Member] | |||||
Capital Leased Assets [Line Items] | |||||
Management fee charges and expenses | 136 | 155 | 0 | 0 | |
Companies Controlled by Manns [Member] | |||||
Capital Leased Assets [Line Items] | |||||
Rental expense for the leases | 82 | 0 | |||
Richard Paulin [Member] | Hillman Group Canada ULC [Member] | |||||
Capital Leased Assets [Line Items] | |||||
Rental expense for the leases | $ 160 | $ 167 | $ 0 | $ 0 | |
Richard Paulin [Member] | |||||
Capital Leased Assets [Line Items] | |||||
Number of leases | Lease | 3 | ||||
Number of properties leased | Property | 5 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Contingency [Line Items] | ||||
Effective income tax rates | 57.40% | 395.00% | 32.60% | 15.70% |
Income tax expense | $ 2,356 | $ 6,083 | $ (2,950) | $ (2,686) |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2014 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||||
Bank revolving credit | $ 16,000,000 | $ 16,000,000 | $ 620,000,000 | $ 28,000,000 | |
Interest underlying the trust preferred securities | 11.60% | ||||
Face amount subordinated debentures underlying trust preferred securities | 105,443,000 | $ 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 | $ 5,559,000 | $ 5,559,000 | |||
6.375% Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount of senior notes | $ 330,000,000 | ||||
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% | 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 | 3.88% | 3.88% | |||
Debt instrument maximum borrowing capacity | 35.00% | ||||
Loan outstanding amount | $ 16,000,000 | $ 16,000,000 | |||
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 | 31.00% | ||||
Loan outstanding amount | 5,559,000 | $ 5,559,000 | |||
Long-term Debt [Member] | 6.375% Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Deferred Finance Costs, Net | 6,668,000 | 6,668,000 | 7,223,000 | ||
Long-term Debt [Member] | Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Deferred Finance Costs, Net | 11,114,000 | 11,114,000 | 12,225,000 | ||
Long-term Debt [Member] | New Accounting Pronouncement, Early Adoption, Effect [Member] | |||||
Debt Instrument [Line Items] | |||||
Deferred Finance Costs, Net | $ 17,800,000 | $ 17,800,000 | $ 19,400,000 |
Common and Preferred Stock - Ad
Common and Preferred Stock - Additional Information (Detail) - shares | Jun. 30, 2016 | Dec. 31, 2015 |
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 | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 2,200 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 41,065.418 | 41,065.418 | 40,625.418 | |||
Common stock options granted (in shares) | 1,600 | |||||
Number of shares forfeited | 1,760 | |||||
Stock-based compensation expense | $ 1,118,000 | $ 257,000 | ||||
2014 Equity Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock options available for grant (in shares) | 2,855.846 | 2,855.846 | 44,021.264 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,200 | 2,200 | ||||
Stock-based compensation expense | $ 0 | $ 0 | $ 726,000 | 0 | ||
Unrecognized compensation expense for unvested options | $ 5,372,000 | $ 3,309,000 | $ 5,372,000 | $ 3,309,000 | ||
Weighted average period required for recognition of compensation expense | 3 years 6 months 1 day | |||||
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) | 1,100 | |||||
Dividend yield | 0.00% | |||||
Risk free interest rate, minimum | 1.27% | |||||
Risk-free interest rate, maximum | 1.72% | |||||
Expected volatility | 31.50% | |||||
Expected term | 6 years 9 months | |||||
Fair value of option (in usd per share) | $ 355.629 | |||||
2014 Equity Incentive Plan [Member] | Performance Based Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 0 | |||||
2014 Equity Incentive Plan [Member] | Performance Based Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock options available for grant (in shares) | 20,982.709 | 20,982.709 | ||||
2014 Equity Incentive Plan [Member] | Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted Stock or Unit Expense | $ 0 | $ 392,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Jun. 30, 2014 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Restricted Stock or Unit Expense | $ 1,118,000 | $ 257,000 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 875,000 | $ 875,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,600 | |||||
Number of Shares | ||||||
Outstanding at beginning of period (in shares) | 40,625.418 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 2,200 | |||||
Forfeited or expired (in shares) | (1,760) | |||||
Outstanding at end of period (in shares) | 41,065.418 | 41,065.418 | 40,625.418 | |||
Exercisable, Number of Shares | 0 | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0 | $ 0 | ||||
Weighted Average Exercise Price Per Share | ||||||
Outstanding at beginning of period (in usd per share) | 1,000 | |||||
Granted (in usd per share) | 1,000 | |||||
Forfeited or expired (in usd per share) | 1,000 | |||||
Outstanding at end of period (in usd per share) | $ 1,000 | $ 1,000 | $ 1,000 | |||
Outstanding, Weighted Average Remaining Contractual Term (Years) | 10 years | 9 years | ||||
Exercisable, Weighted Average Remaining Contractual Term (Years) | 0 years | |||||
Outstanding, Aggregate Intrinsic Value | $ 0 | $ 0 | ||||
Exercisable, Aggregate Intrinsic Value | 0 | $ 0 | ||||
Restricted Stock [Member] | ||||||
Weighted Average Exercise Price Per Share | ||||||
Outstanding, Weighted Average Remaining Contractual Term (Years) | 8 years 6 months | |||||
Two Thousand Fourteen Equity Incentive Plan [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Restricted Stock or Unit Expense | $ 0 | $ 0 | $ 726,000 | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,855.846 | 2,855.846 | 44,021.264 | |||
Number of Shares | ||||||
Outstanding at end of period (in shares) | 2,200 | 2,200 | ||||
Two Thousand Fourteen Equity Incentive Plan [Member] | Performance Based Stock Option [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 20,982.709 | 20,982.709 | ||||
Two Thousand Fourteen Equity Incentive Plan [Member] | Restricted Stock [Member] | ||||||
Weighted Average Exercise Price Per Share | ||||||
Outstanding, Weighted Average Remaining Contractual Term (Years) | 1 year 3 months | 1 year 8 months | ||||
Outstanding, Aggregate Intrinsic Value | $ 0 | $ 0 | ||||
Time Based Vesting [Member] | Two Thousand Fourteen Equity Incentive Plan [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,100 |
Stock-Based Compensation Stock-
Stock-Based Compensation Stock-Base Compensation - Summary of Restricted Stock Awards (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding, Weighted Average Remaining Contractual Term (Years) | 10 years | 9 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Outstanding, Aggregate Intrinsic Value | $ 0 | $ 0 | ||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding, Weighted Average Remaining Contractual Term (Years) | 8 years 6 months | |||
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) | 1,600 | 1,600 | ||
Granted (in shares) | 0 | |||
Vested (in shares) | (100) | |||
Forfeited (in shares) | 0 | |||
Unvested September 30, 2015 (shares) | 1,500 | 1,500 | 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) | $ 1,000 | $ 1,000 | ||
Granted (in usd per share) | 0 | |||
Vested in usd per share) | 1,000 | |||
Forfeited (in usd per share) | 0 | |||
Unvested, weighted average grant date fair value at September 30, 2015 (USD per share) | $ 1,000 | $ 1,000 | $ 1,000 | |
Two Thousand Fourteen Equity Incentive Plan [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted Stock or Unit Expense | $ 0 | $ 392,000 | ||
Outstanding, Weighted Average Remaining Contractual Term (Years) | 1 year 3 months | 1 year 8 months | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Outstanding, Aggregate Intrinsic Value | $ 0 | $ 0 | ||
Two Thousand Fourteen Equity Incentive Plan [Member] | Share-based Compensation Award, Tranches One and Two [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Granted (in shares) | 1,500 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | |||
Two Thousand Fourteen Equity Incentive Plan [Member] | Share-based Compensation Award, Tranche Three [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Granted (in shares) | 100 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year |
Derivatives and Hedging - Addit
Derivatives and Hedging - Additional Information (Detail) CAD in Thousands | Sep. 03, 2014USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014 | Jun. 30, 2016CAD | Dec. 31, 2015CAD |
Derivative [Line Items] | ||||||
Fair value interest rate swaps | $ (3,223,000) | $ (2,564,000) | ||||
Unfavorable change in fair value | 659,000 | (1,629,000) | ||||
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% | |||||
Derivative, Basis Spread on Variable Rate | 3.50% | |||||
Derivative, Variable Interest Rate | 5.70% | |||||
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% | |||||
Derivative, Basis Spread on Variable Rate | 3.50% | |||||
Derivative, Variable Interest Rate | 5.70% | |||||
2014 FX Contracts [Member] | ||||||
Derivative [Line Items] | ||||||
Fair value of derivative asset | $ 1,695,000 | |||||
2014 FX Contracts [Member] | Minimum [Member] | ||||||
Derivative [Line Items] | ||||||
Termination date of derivative | Mar. 31, 2014 | |||||
Forward exchange rate | 1.0680 | |||||
2014 FX Contracts [Member] | Maximum [Member] | ||||||
Derivative [Line Items] | ||||||
Termination date of derivative | Dec. 31, 2015 | |||||
Forward exchange rate | 1.1740 | |||||
2015 FX Contracts [Member] | ||||||
Derivative [Line Items] | ||||||
Notional amount of derivative instrument | CAD | CAD 32,595 | CAD 37,886 | ||||
Fair value of derivative liability | $ (610,000) | |||||
2015 FX Contracts [Member] | Minimum [Member] | ||||||
Derivative [Line Items] | ||||||
Termination date of derivative | Apr. 30, 2016 | Feb. 28, 2015 | ||||
Forward exchange rate | 1.2536 | 1.1384 | 1.2536 | 1.1384 | ||
2015 FX Contracts [Member] | Maximum [Member] | ||||||
Derivative [Line Items] | ||||||
Termination date of derivative | Apr. 30, 2017 | Dec. 31, 2016 | ||||
Forward exchange rate | 1.3817 | 1.3831 | 1.3817 | 1.3831 | ||
Foreign Exchange Forward Contract [Member] | ||||||
Derivative [Line Items] | ||||||
Increase in other income | $ 2,305,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||
Unrealized gains (losses) on securities recorded as other income | $ 27 | $ (7) | $ 0 | $ 0 |
Fair Value Measurements - Measu
Fair Value Measurements - Measurement of Assets and Liabilities at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Unrealized Gain (Loss) on Securities | $ 27 | $ (7) | $ 0 | $ 0 | |
Interest rate swaps | 3,223 | 3,223 | $ 2,564 | ||
Fair Value Measurements, Recurring [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Trading securities | 1,546 | 1,546 | 2,021 | ||
Interest rate swaps | 3,223 | 3,223 | 2,564 | ||
Foreign exchange forward contracts | (610) | (610) | |||
Foreign exchange forward contracts | 1,695 | ||||
Fair Value Measurements, Recurring [Member] | Level 1 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Trading securities | 1,546 | 1,546 | 2,021 | ||
Interest rate swaps | 0 | 0 | 0 | ||
Foreign exchange forward contracts | 0 | 0 | |||
Foreign exchange forward contracts | 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 | 0 | ||
Interest rate swaps | 3,223 | 3,223 | 2,564 | ||
Foreign exchange forward contracts | (610) | (610) | |||
Foreign exchange forward contracts | 1,695 | ||||
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 | 0 | ||
Interest rate swaps | 0 | 0 | 0 | ||
Foreign exchange forward contracts | $ 0 | $ 0 | |||
Foreign exchange forward contracts | $ 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Company's Fixed Rate Senior Notes and Junior Subordinated Debentures (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
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 | $ 323,332 | $ 322,777 |
6.375% Senior Notes [Member] | Estimated Fair Value [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Debt | 295,350 | 271,425 |
Junior Subordinated Debentures [Member] | Carrying Amount [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Debt | 129,186 | 129,707 |
Junior Subordinated Debentures [Member] | Estimated Fair Value [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Debt | $ 140,337 | $ 131,691 |
Transaction, Acquisition, and44
Transaction, Acquisition, and Integration Expenses - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Acquisition and integration costs | $ 0 | $ 92 | $ 0 | $ 257 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016Segment | |
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 | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues | ||||
Total revenues | $ 226,900 | $ 216,818 | $ 416,504 | $ 397,514 |
Segment income (loss) from operations | ||||
Total income from operations | 20,025 | 17,216 | 22,976 | 14,266 |
United States, Excluding All Points [Member] | ||||
Revenues | ||||
Total revenues | 179,864 | 167,821 | 335,225 | 311,942 |
Segment income (loss) from operations | ||||
Total income from operations | 17,544 | 15,679 | 20,435 | 12,956 |
All Points [Member] | ||||
Revenues | ||||
Total revenues | 5,228 | 5,628 | 9,450 | 10,741 |
Segment income (loss) from operations | ||||
Total income from operations | 569 | 481 | 924 | 815 |
Canada [Member] | ||||
Revenues | ||||
Total revenues | 40,166 | 41,133 | 68,299 | 70,549 |
Segment income (loss) from operations | ||||
Total income from operations | 2,503 | 1,062 | 1,763 | 791 |
Mexico [Member] | ||||
Revenues | ||||
Total revenues | 1,514 | 1,844 | 3,225 | 3,555 |
Segment income (loss) from operations | ||||
Total income from operations | (390) | 127 | (187) | 263 |
Australia [Member] | ||||
Revenues | ||||
Total revenues | 128 | 392 | 305 | 727 |
Segment income (loss) from operations | ||||
Total income from operations | $ (201) | $ (133) | $ 41 | $ (559) |
Segment Reporting - Assets and
Segment Reporting - Assets and Cash Equivalents (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Assets | ||||
Total Assets | $ 1,824,689 | $ 1,844,999 | ||
Cash and cash equivalents | ||||
Total cash and cash equivalents | 15,934 | 11,385 | $ 7,597 | $ 18,485 |
United States Excluding All Points [Member] | ||||
Assets | ||||
Total Assets | 1,470,417 | 1,509,039 | ||
Cash and cash equivalents | ||||
Total cash and cash equivalents | 4,053 | 3,024 | ||
All Points [Member] | ||||
Assets | ||||
Total Assets | 14,282 | 14,836 | ||
Cash and cash equivalents | ||||
Total cash and cash equivalents | 333 | 612 | ||
Canada [Member] | ||||
Assets | ||||
Total Assets | 324,820 | 303,795 | ||
Cash and cash equivalents | ||||
Total cash and cash equivalents | 10,180 | 5,106 | ||
Mexico [Member] | ||||
Assets | ||||
Total Assets | 13,337 | 15,575 | ||
Cash and cash equivalents | ||||
Total cash and cash equivalents | 1,201 | 2,536 | ||
Australia [Member] | ||||
Assets | ||||
Total Assets | 1,833 | 1,754 | ||
Cash and cash equivalents | ||||
Total cash and cash equivalents | $ 167 | $ 107 |