Document and Entity Information
Document and Entity Information | 3 Months Ended | 9 Months Ended |
Sep. 29, 2018shares | Sep. 29, 2018shares | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 29, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | HLM | |
Entity Registrant Name | HILLMAN COMPANIES INC | |
Entity Central Index Key | 1,029,831 | |
Current Fiscal Year End Date | --12-29 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 5,000 | 5,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 29, 2018 | Dec. 30, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 8,173 | $ 9,937 |
Accounts receivable, net of allowances of $1,031 ($1,121 - 2017) | 94,334 | 78,994 |
Inventories, net | 268,517 | 219,479 |
Other current assets | 7,778 | 11,850 |
Total current assets | 378,802 | 320,260 |
Property and equipment, net of accumulated depreciation of $122,458 ($98,674 - 2017) | 204,997 | 153,143 |
Goodwill | 678,416 | 620,503 |
Other intangibles, net of accumulated amortization of $162,528 ($132,659 - 2017) | 736,263 | 693,195 |
Other assets | 11,594 | 12,116 |
Total assets | 2,010,072 | 1,799,217 |
Current liabilities: | ||
Accounts payable | 115,608 | 74,051 |
Current portion of debt and capital leases | 7,482 | 5,706 |
Accrued expenses: | ||
Salaries and wages | 10,826 | 9,784 |
Pricing allowances | 5,149 | 5,908 |
Income and other taxes | 4,488 | 4,146 |
Interest | 4,521 | 9,717 |
Other accrued expenses | 18,229 | 19,911 |
Total current liabilities | 166,303 | 129,223 |
Long-term Debt | 1,204,647 | 989,674 |
Deferred income taxes, net | 151,462 | 145,728 |
Other non-current liabilities | 6,880 | 7,189 |
Total liabilities | 1,529,292 | 1,271,814 |
Stockholder's Equity: | ||
Preferred stock, $.01 par, 5,000 shares authorized, none issued or outstanding at September 29, 2018 and December 30, 2017 | 0 | 0 |
Common stock, $.01 par, 5,000 shares authorized, issued and outstanding at September 29, 2018 and December 30, 2017 | 0 | 0 |
Additional paid-in capital | 549,159 | 551,518 |
(Accumulated deficit) retained earnings | (37,950) | 2,422 |
Accumulated other comprehensive loss | (30,429) | (26,537) |
Total stockholder's equity | 480,780 | 527,403 |
Total liabilities and stockholder's equity | $ 2,010,072 | $ 1,799,217 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 29, 2018 | Dec. 30, 2017 |
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 5,000 | 5,000 |
Common stock, shares issued | 5,000 | 5,000 |
Common stock, shares outstanding | 5,000 | 5,000 |
Allowance for Doubtful Accounts Receivable | $ 1,031 | $ 1,121 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 122,458 | 98,674 |
Less: Accumulated amortization | $ 162,528 | $ 132,659 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2018 | Sep. 30, 2017 | Sep. 29, 2018 | Sep. 30, 2017 | |
Revenue from Contract with Customer, Including Assessed Tax | $ 243,839,000 | $ 218,955,000 | $ 697,588,000 | $ 631,994,000 |
Cost of Goods and Services Sold | 130,321,000 | 119,468,000 | 373,938,000 | 341,315,000 |
Selling, general and administrative expenses | 83,575,000 | 69,165,000 | 233,448,000 | 203,091,000 |
Depreciation | 12,004,000 | 7,300,000 | 30,481,000 | 25,473,000 |
Amortization | 10,437,000 | 9,500,000 | 29,872,000 | 28,442,000 |
Management fees to related party | 134,000 | 127,000 | 396,000 | 390,000 |
Other (income) expense | 462,000 | (589,000) | 59,000 | (2,303,000) |
Income from operations | 6,906,000 | 13,984,000 | 29,394,000 | 35,586,000 |
Interest expense, net | (16,122,000) | (12,787,000) | (44,054,000) | (37,960,000) |
Interest expense on junior subordinated debentures | 3,152,000 | 3,152,000 | 9,456,000 | 9,456,000 |
Gains (Losses) on Restructuring of Debt | 0 | 0 | (8,542,000) | 0 |
Investment income on trust common securities | 95,000 | 95,000 | 284,000 | 284,000 |
Loss before income taxes | (12,273,000) | (1,860,000) | (32,374,000) | (11,546,000) |
Income tax expense (benefit) | (1,565,000) | (538,000) | 2,182,000 | (4,759,000) |
Net loss | (10,708,000) | (1,322,000) | (34,556,000) | (6,787,000) |
Net loss from above | (10,708,000) | (1,322,000) | (34,556,000) | (6,787,000) |
Other comprehensive income: | ||||
Foreign currency translation adjustments | 2,790,000 | 4,601,000 | (3,892,000) | 10,034,000 |
Total other comprehensive (loss) income | 2,790,000 | 4,601,000 | (3,892,000) | 10,034,000 |
Comprehensive (loss) income | $ (7,918,000) | $ 3,279,000 | $ (38,448,000) | $ 3,247,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 29, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (34,556) | $ (6,787) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 60,353 | 53,915 |
Deferred income taxes | 1,876 | (5,920) |
Deferred financing and original issue discount amortization | 1,522 | 1,907 |
Share-based Compensation | 1,219 | 2,025 |
Gains (Losses) on Restructuring of Debt | (8,542) | 0 |
Asset Impairment Charges | 832 | 0 |
Gain (Loss) on Disposition of Property Plant Equipment | 300 | 20 |
Other Non Cash Interest And Change In Value Of Interest Rate Swap | (1,677) | (984) |
Changes in operating items: | ||
Accounts receivable | (16,059) | (12,393) |
Inventories | (45,687) | 1,311 |
Other assets | (1,089) | (583) |
Accounts payable | 38,482 | 10,735 |
Other accrued liabilities | (8,205) | 10,173 |
Other Operating Activities, Cash Flow Statement | 0 | 8 |
Net cash provided by operating activities | 5,853 | 53,427 |
Cash flows from investing activities: | ||
Payments to Acquire Businesses, Net of Cash Acquired | 154,498 | 0 |
Capital expenditures | (54,222) | (35,864) |
Payments for (Proceeds from) Other Investing Activities | 0 | (1,500) |
Net cash used for investing activities | (208,720) | (37,364) |
Cash flows from financing activities: | ||
Proceeds from Issuance of Long-term Debt | 695,000 | 0 |
Repayments of Long-term Debt | (532,488) | (4,125) |
Payments of Financing Costs | (12,717) | 0 |
Borrowings on revolving credit loans | 117,500 | 5,000 |
Repayments of Lines of Credit | (62,500) | (5,000) |
Principal payments under capitalized lease obligations | (160) | (104) |
Proceeds from Stock Options Exercised | 200 | 0 |
Dividend to Holdco | 3,780 | |
Net cash provided by (used in) financing activities | 201,055 | (4,229) |
Effect of exchange rate changes on cash | 48 | (1,450) |
Net (decrease) increase in cash and cash equivalents | (1,764) | 10,384 |
Cash and cash equivalents at beginning of period | 9,937 | 14,106 |
Supplemental disclosure of cash flow information: | ||
Interest paid on junior subordinated debentures, net | 9,172 | 9,172 |
Interest paid | 44,773 | 41,047 |
Income taxes paid | $ 632 | $ 253 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 29, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited financial statements include the condensed consolidated accounts of The Hillman Companies, Inc. (“Hillman Companies”) and its wholly-owned subsidiaries (collectively “Hillman” or the “Company”). All significant intercompany balances and transactions have been eliminated. The Hillman Companies, Inc. is a wholly-owned subsidiary of HMAN Intermediate II Holdings Corp., and a wholly-owned subsidiary of HMAN Group Holdings Inc. (“Holdco”). The accompanying unaudited condensed consolidated financial statements present information in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and applicable rules of Regulation S-X. Accordingly, they do not include all information or footnotes required by U.S. generally accepted accounting principles for complete financial statements. Operating results for the thirty-nine weeks ended September 29, 2018 do not necessarily indicate the results that may be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s annual report filed on Form 10-K for the year ended December 30, 2017 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 29, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | The significant accounting policies should be read in conjunction with the significant accounting policies included in the Form 10-K for the year ended December 30, 2017 . Use of Estimates in the Preparation of Financial Statements: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses for the reporting periods. Actual results may differ from these estimates. Revenue Recognition: Revenue is recognized when control of goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. The Company offers a variety of sales incentives to its customers primarily in the form of discounts, rebates, and slotting fees. Discounts are recognized in the consolidated financial statements at the date of the related sale. Rebates are based on the revenue to date and the contractual rebate percentage to be paid. A portion of the cost of the rebate is allocated to each underlying sales transaction. Discounts, rebates, and slotting fees are included in the determination of net sales. The Company also establishes reserves for customer returns and allowances. The reserve is established based on historical rates of returns and allowances. The reserve is adjusted quarterly based on actual experience. Returns and allowances are included in the determination of net sales. The following table disaggregates our revenue by product category. Thirteen Weeks Ended September 29, 2018 United States Canada Other Consolidated Fastening Solutions 114,285 28,018 1,717 144,020 Custom Solutions 62,384 1,826 21 64,231 Home Solutions 27,781 7,578 229 35,588 Total Revenue 204,450 37,422 1,967 243,839 Thirteen Weeks Ended September 30, 2017 United States Canada Other Consolidated Fastening Solutions 97,514 28,442 1,599 127,555 Custom Solutions 55,323 1,821 15 57,159 Home Solutions 26,868 7,167 206 34,241 Total Revenue 179,705 37,430 1,820 218,955 Thirty-nine weeks ended September 29, 2018 United States Canada Other Consolidated Fastening Solutions 334,231 85,997 5,064 425,292 Custom Solutions 168,828 4,641 47 173,516 Home Solutions 78,179 19,936 665 98,780 Total Revenue 581,238 110,574 5,776 697,588 Thirty-nine weeks ended September 30, 2017 United States Canada Other Consolidated Fastening Solutions 284,657 82,908 4,519 372,084 Custom Solutions 158,011 5,074 36 163,121 Home Solutions 77,889 18,310 590 96,789 Total Revenue 520,557 106,292 5,145 631,994 Fastening solutions revenues consist primarily of the delivery of fasteners, anchors, and specialty products as well as in-store merchandising services for the related product category. Custom solutions revenues consist primarily of the delivery of keys and key accessories, pet tags, and letters, numbers, and signs (“LNS”) as well as in-store merchandising services for the related product categories and access to our proprietary key duplicating and engraving equipment. Home solutions revenues consist primarily of the delivery of builders’ hardware, wall hanging, and threaded rod products as well as in-store merchandising services for the related product category. The Company’s performance obligations under its arrangements with customers are providing products, in-store merchandising services, and access to key duplicating and engraving equipment. Generally, the price of the merchandising services and the access to the key duplicating and engraving equipment is included in the price of the related products. Control of products is transferred at the point in time when the customer accepts the goods. Judgment was required in applying the new revenue standard in determining the time at which to recognize revenue for the in-store services and the access to key duplicating and engraving equipment. The Company’s obligation to provide in-store service and access to key duplicating and engraving equipment is satisfied when control of the related products is transferred. Therefore, consistent with the practice prior to the adoption of ASC 606, the entire amount of consideration related to the sale of products, in-store merchandising services, and access to key duplicating and engraving equipment is recognized upon the customer’s acceptance of the products. The revenues for all performance obligations are recognized upon the customer's acceptance of the products. The costs to obtain a contract are insignificant, and generally contract terms do not extend beyond one year. Therefore, these costs are expensed as incurred. Freight and shipping costs and the cost of our in-store merchandising services teams are recognized in selling, general, and administrative expense when control over products is transferred to the customer. The Company used the practical expedient regarding the existence of a significant financing component as payments are due in less than one year after delivery of the products. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 29, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). On December 31, 2017, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all the related amendments (“new revenue standard”) to all contracts using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as a $7,852 reduction to the opening balance of retained earnings with corresponding decreases to other current assets and other assets of $3,846 and $3,370 , respectively, and an increase of $637 to other accrued expenses. The cumulative adjustment primarily relates to payments to customers. The Company will now recognize certain payments as a reduction of revenue when the payment is made as opposed to over the life of the master service agreement. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The impact to revenues for the thirteen and thirty-nine weeks ended September 29, 2018 as a result of applying Topic 606 was immaterial. A majority of our revenue continues to be recognized when products are shipped or delivered to customers. We expect the impact of the adoption of the new standard to be immaterial to our net income on an ongoing basis. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). Subsequently, in July 2018 the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements and ASU 2018-10, Codification Improvements to Topic 842, Leases . The amendments in this update require lessees, among other things, to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous authoritative guidance. This update also introduces new disclosure requirements for leasing arrangements. The new guidance will be effective for public business entities for annual periods beginning after December 15, 2018, and interim periods therein. Early adoption will be permitted for all entities. The new standard is required to be applied with a modified retrospective approach to each prior reporting period presented with various optional practical expedients.The Company had operating leases with remaining rental payments of approximately $72,426 as of December 30, 2017, and the Company has assets that are deployed with customers that may qualify as leases under the new standard. The discounted minimum remaining rental payments will be the starting point for determining the right-of-use asset and lease liability. ASU 2018-10 was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. ASU 2018-11 provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption which allows entities to apply the provisions of the updated guidance at the effective date. The updated guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of implementing this guidance on its Consolidated Financial Statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses . The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this ASU on its Condensed Consolidated Financial Statements. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) : Targeted Improvements to Accounting for Hedging Activities, which amends and simplifies existing guidance in order to allow companies to more accurately present the economic effects of risk management activities in the financial statements. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those years. Early adoption is permitted. The Company does not expect the provisions of this ASU to have a material impact on its Condensed Consolidated Financial Statements. In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740) : Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”), which amends the FASB Accounting Standards Codification and XBRL Taxonomy based on the Tax Cuts and Jobs Act (the “Act”) that was signed into law on December 22, 2017 and Staff Accounting Bulletin No. 118 (“SAB 118”) that was released by the Securities and Exchange Commission. The Act changes numerous provisions that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits and may additionally have international tax consequences for many companies that operate internationally. The Company has evaluated the impact of the Act as well as the guidance of SAB 118 and incorporated the changes into the determination of a reasonable estimate of its deferred tax liability and appropriate disclosures in the notes to its consolidated financial statements (See Note 8 - Income Taxes ). In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework. The updated guidance improves the disclosure requirements on fair value measurements. The updated guidance if effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures. The Company does not expect the provisions of this ASU to have a material impact on its Condensed Consolidated Financial Statements. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) : Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, requiring a customer in a cloud computing arrangement that is a service contract to follow the internal use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets. Capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. The Company early adopted this ASU in the third quarter of 2018, it did not have a material impact on the financial statements. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 29, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill amounts by reporting unit are summarized as follows: Goodwill at Acquisitions (1) Dispositions Other (2) Goodwill at December 30, 2017 September 29, 2018 United States $ 586,437 $ 58,667 $ — $ — $ 645,104 Canada 30,372 — — (940 ) 29,432 Mexico 3,694 — — 186 3,880 Total $ 620,503 $ 58,667 $ — $ (754 ) $ 678,416 (1) These amounts relate to the acquisition of MinuteKey in the third quarter of 2018 and adjustments to the opening balance sheet for the acquisition of ST Fastening Systems ("STFS"). STFS was acquired in the fourth quarter of 2017. (2) These amounts relate to adjustments resulting from fluctuations in foreign currency exchange rates. Other intangibles, net, as of September 29, 2018 and December 30, 2017 consist of the following: Estimated Useful Life (Years) September 29, 2018 December 30, 2017 Customer relationships 13-20 $ 751,634 $ 703,399 Trademarks - All Others Indefinite 85,586 85,759 Technology 8 19,000 — Trade Names 15 5,400 — Trademarks - TagWorks 5 300 300 KeyWorks license 7 4,447 4,455 Patents 7-15 32,424 31,941 Intangible assets, gross 898,791 825,854 Less: Accumulated amortization 162,528 132,659 Other intangibles, net $ 736,263 $ 693,195 The amortization expense for amortizable assets including the adjustments resulting from fluctuations in foreign currency exchange rates was $10,437 and $29,872 for the thirteen and thirty-nine weeks ended September 29, 2018 and $9,500 and $28,442 for the thirteen and thirty-nine weeks ended September 30, 2017 . The Company tests goodwill and indefinite-lived intangible assets for impairment annually. Impairment is also tested when events or changes in circumstances indicate that the carrying values of the assets may be greater than their fair values. During the thirteen and thirty-nine weeks ended September 29, 2018 and the thirteen and thirty-nine weeks ended September 30, 2017 , the Company did not adjust goodwill or intangible assets to their fair values as a result of any impairment analyses. In 2017, the fair value of each reporting unit, except the United States, was in excess of its carrying value by more than 10%. In 2017, the fair value of United States reporting unit exceeded its carrying value by approximately 4%. A 100 basis point decrease in the projected long-term growth rate or a 100 basis point increase in the discount rate for this reporting unit could decrease the fair value by enough to result in some impairment based on the current forecast model. Future declines in the market and deterioration in earnings could lead to a potential impairment. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 29, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | The Company self-insures its product liability, automotive, workers' compensation, and general liability losses up to $250 per occurrence. Catastrophic coverage has been purchased from third party insurers for occurrences in excess of $250 up to $40,000 . The two risk areas involving the most significant accounting estimates are workers' compensation and automotive liability. Actuarial valuations performed by the Company's outside risk insurance expert were used by the Company's management to form the basis for workers' compensation and automotive liability loss reserves. The actuary contemplated the Company's specific loss history, actual claims reported, and industry trends among statistical and other factors to estimate the range of reserves required. Risk insurance reserves are comprised of specific reserves for individual claims and additional amounts expected for development of these claims, as well as for incurred but not yet reported claims. The Company believes that the liability of approximately $2,107 recorded for such risks is adequate as of September 29, 2018 . As of September 29, 2018 , the Company has provided certain vendors and insurers letters of credit aggregating $6,936 related to our product purchases and insurance coverage for product liability, workers’ compensation, and general liability. The Company self-insures group health claims up to an annual stop loss limit of $250 per participant. Historical group insurance loss experience forms the basis for the recognition of group health insurance reserves. Provisions for losses expected under these programs are recorded based on an analysis of historical insurance claim data and certain actuarial assumptions. The Company believes that the liability of approximately $1,814 recorded for such risks is adequate as of September 29, 2018 . The Company imports large quantities of fastener products which are subject to customs requirements and to tariffs and quotas set by governments through mutual agreements and bilateral actions. The Company could be subject to the assessment of additional duties and interest if it or its suppliers fail to comply with customs regulations or similar laws. The U.S. Department of Commerce (the "Department”) has received requests from petitioners to conduct administrative reviews of compliance with anti-dumping duty and countervailing duty laws for certain nails products sourced from Asian countries. The Company sourced products under review from vendors in China and Taiwan during the periods currently open for review, and it is at least reasonably possible that the Company may be subject to additional duties pending the results of the review. The Company accrues for the duty expense once it is determined to be probable and the amount can be reasonably estimated. On March 16, 2018, the Department published updated results, which were finalized upon the completion of review of appeals in April 2018. Based on the final results, our liability was reduced to $2,146 at March 31, 2018 from $6,274 at December 30, 2017 . The Company recorded income of $0 and $4,128 in the thirteen and thirty-nine weeks ended September 29, 2018 , which is included in Cost of Goods Sold on the Condensed Consolidated Statement of Comprehensive Income (Loss). In the thirteen and thirty-nine weeks ended September 30, 2017 , the Company recorded expense of $4,128 and $6,274 , respectively, based on the Department's initial assessments. On October 1, 2013, The Hillman Group, Inc. ("Hillman Group") filed a complaint against Minute Key Inc., a manufacturer of fully-automatic, self-service key duplication kiosks, in the United States District Court for the Southern District of Ohio (Western Division), seeking a declaratory judgment of non-infringement and invalidity of a U.S. patent issued to Minute Key Inc. on September 10, 2013. Hillman Group's filing against Minute Key Inc. was in response to a letter dated September 10, 2013 in which Minute Key Inc. alleged that Hillman Group's FastKey™ product infringes the newly-issued patent. On October 23, 2013, Minute Key Inc. filed an answer and counterclaim against the Hillman Group alleging patent infringement. Minute Key Inc. also requested that the court dismiss the Hillman Group's complaint, enter judgment against the Hillman Group that the Company is willfully and deliberately infringing the patent, grant a permanent injunction, and award unspecified monetary damages to Minute Key Inc. Minute Key Inc. later filed two motions on March 17, 2014 seeking to voluntarily withdraw its counterclaim alleging infringement by Hillman Group and also to dismiss Hillman Group's complaint for non-infringement and invalidity. Shortly after an April 23, 2014 court-ordered mediation, Minute Key Inc. provided Hillman Group with a covenant promising not to sue for infringement of two of its patents against any existing Hillman Group product, including the FastKey™ and Key Express™ products. Hillman Group filed a motion on May 9, 2014 seeking to add additional claims to the case against Minute Key Inc. under Federal and Ohio state unfair competition statutes. These claims relate to Minute Key Inc.'s business conduct during competition with Hillman Group over a mutual client. In an August 15, 2014 order, the court granted Minute Key Inc.'s March 17, 2014 motions to dismiss the claims relating to patent infringement and also granted Hillman Group's May 9, 2014 motion to add its unfair competition claims. Hillman Group formally amended its complaint to add the unfair competition claims on September 4, 2014, and Minute Key Inc. answered on September 29, 2014 without filing any counterclaims. Minute Key Inc. filed a motion on October 1, 2014 to move the case from Cincinnati to either the District of Colorado or the Western District of Arkansas. The court denied that motion on February 3, 2015. As a result of the Minute Key Inc. covenant not to sue, the Company's FastKey™ and Key Express™ products no longer face any threat of patent infringement liability from two of Minute Key Inc.'s patents. The scope of the lawsuit changed from a bilateral dispute over patent infringement to a lawsuit solely about Minute Key Inc.'s business conduct. Minute Key Inc. filed a motion for summary judgment on February 8, 2016. The court denied that motion on July 8, 2016. Following the denial of Minute Key Inc.’s summary judgment motion, a jury trial was held between August 24, 2016 and September 6, 2016. The jury returned a verdict in Hillman Group’s favor on September 6, 2016 finding that Minute Key Inc.’s actions violated the Federal Lanham Act and the Ohio Deceptive Trade Practices Act. Following this verdict against Minute Key Inc., Hillman Group filed post-trial motions for recovery of its costs, attorney fees, pre-and post-judgment interest, and an injunction. Minute Key Inc. also filed a post-trial motion to set aside the jury verdict. On March 29, 2018, the court denied Minute Key’s motion, finding that there was sufficient evidence presented at trial to permit the jury to reach its September 6, 2016 verdict. Minute Key appealed the court’s decision on the motion and the jury verdict itself to the United States Court of Appeals for the Federal Circuit on April 27, 2018. On May 23, 2018, the parties filed a joint motion in the Court of Appeals requesting that the appeal be deactivated until Hillman’s post-trial motions are decided in the district court, and the Court of Appeals granted the motion and deactivated the appeal on May 29, 2018. In view of the Company’s agreement to acquire Minute Key, the parties filed a joint motion in the district court on June 7, 2018 requesting that the district court hold all decisions on post-trial motions in abeyance pending the closing of the acquisition. The district court granted the motion on June 12, 2018 and stayed the proceedings. Following completion of the Company’s acquisition of Minute Key, the parties filed a joint motion on September 11, 2018 to lift the stay, vacate the Court’s September 8, 2016 judgment, and dismiss the case, including all pending post-trial motions. The court granted the motion on September 12, 2018, closing the district court case. Minute Key moved to voluntarily dismiss its appeal in the United States Court of Appeals for the Federal Circuit on October 1, 2018, and the Court of Appeals granted the motion and dismissed the appeal on October 4, 2018. This dismissal ends all litigation between the Company and Minute Key. In addition, legal proceedings are pending which are either in the ordinary course of business or incidental to the Company's business. Those legal proceedings incidental to the business of the Company are generally not covered by insurance or other indemnity. In the opinion of the Company's management, the ultimate resolution of the pending litigation matters will not have a material adverse effect on the consolidated financial position, operations, or cash flows of the Company. |
Related Party Transactions
Related Party Transactions - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2018 | Sep. 30, 2017 | Sep. 29, 2018 | Sep. 30, 2017 | |
Related Party Transactions [Abstract] | ||||
Related Party Transactions Disclosure [Text Block] | The Company has recorded aggregate management fee charges and expenses from CCMP Capital Advisors, LLC (“CCMP”), Oak Hill Capital Partners III, L.P., Oak Hill Capital Management Partners III, L.P. and OHCP III HC RO, L.P. (collectively, “Oak Hill Funds”) of $134 and $396 for the thirteen and thirty-nine weeks ended September 29, 2018 and $127 and $390 for the thirteen and thirty-nine weeks ended September 30, 2017 . Gregory Mann and Gabrielle Mann are employed by Hillman. The Company leases an industrial warehouse and office facility from companies under the control of the Manns. The rental expense for the lease of this facility was $87 and $262 for the thirteen and thirty-nine weeks ended September 29, 2018 and $88 and $265 for the thirteen and thirty-nine weeks ended September 30, 2017 . The Hillman Group Canada ULC subsidiary of Hillman entered into three leases for five properties containing an industrial warehouse, manufacturing plant, and office facilities on February 19, 2013. The owners of the properties under one lease are relatives of Richard Paulin, who was employed by The Hillman Group Canada ULC until his retirement effective April 30, 2017, and the owner of the properties under the other two leases is a company which is owned by Richard Paulin and certain of his relatives. The rental expense for the three leases was $164 and $501 for the thirteen and thirty-nine weeks ended September 29, 2018 and $164 and $473 for the thirteen and thirty-nine weeks ended September 30, 2017 . In the thirteen and thirty-nine weeks ended September 29, 2018 the Company paid a dividend of approximately $3,780 to Holdco for the purchase of 4,200 shares of Holdco stock from former members of management. No such dividends were paid in the thirteen and thirty-nine weeks ended September 30, 2017 . | |||
Management fee charges and expenses | $ 134 | $ 127 | $ 396 | $ 390 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 29, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Accounting Standards Codification 740 (“ASC 740”) requires companies to apply their estimated annual effective tax rate on a year-to-date basis in each interim period. These rates are derived, in part, from expected annual pre-tax income or loss. In the thirteen and thirty-nine weeks ended September 29, 2018 and the thirteen and thirty-nine weeks ended September 30, 2017 , the Company applied an estimated annual effective tax rate to the interim period pre-tax income (loss) to calculate the income tax expense (benefit). For the thirteen and thirty-nine weeks ended September 29, 2018 , the effective income tax rate was 12.8% and (6.7)% . The Company recorded income tax (benefit)/expense for the thirteen and thirty-nine weeks ended September 29, 2018 of $(1,565) and $2,182 . The negative effective tax rate for the thirteen and thirty-nine weeks ended September 29, 2018 was primarily the result of the new provisions introduced by the Tax Cuts and Jobs Act (the "Tax Act") including the new provision on Global Intangible Low-Taxed Income ("GILTI") and the IRC Section 163(j) interest limitation. The effective income tax rate differed from the federal statutory tax rate in the thirteen and thirty-nine weeks ended September 29, 2018 due to recognizing no benefit on losses in jurisdictions where valuation allowances are recorded against net deferred tax assets, certain non-deductible expenses, and several aspects of the Tax Act. The effective income tax rate was 28.9% and 41.2% for the thirteen and thirty-nine weeks ended September 30, 2017 . The Company recorded income tax expense/(benefit) for the thirteen and thirty-nine weeks ended September 30, 2017 of $(538) and $(4,759) , respectively. The effective income tax rate differed from the federal statutory tax rate in the thirteen and thirty-nine weeks ended September 30, 2017 primarily due to the decrease in the valuation allowance attributable to a foreign subsidiary and certain non-deductible expenses. Additionally, the effective income tax rate differed from the federal statutory tax rate in the thirteen and thirty-nine weeks ended September 30, 2017 due in part to a tax benefit recorded in the current period from the reconciliation of a prior year’s tax return to the amount reported for tax provision purposes. The remaining differences between the effective income tax rate and the federal statutory rate in the thirteen and thirty-nine weeks ended September 30, 2017 were due to state and foreign income taxes. In December 2017, the Tax Act was signed into law making significant changes to the Internal Revenue Code. Changes included, among other things, several new taxes that may impact the Company’s 2018 effective tax rate. The new taxes include: GILTI, Foreign Derived Intangible Income (FDII), Base Erosion and Anti-Abuse Tax (BEAT), and an IRC Section 163(j) interest limitation (Interest Limitation). For the thirty-nine weeks ended September 29, 2018, we have not recorded provisional estimates in our effective tax rate for FDII or BEAT because we currently estimate that these provisions of the Tax Act will not apply in 2018. However, the Company may be subject to GILTI, which is a tax on foreign income in excess of a deemed return on tangible assets of foreign subsidiaries. The Company currently included a provisional estimated increase to the effective tax rate related to GILTI income from its foreign subsidiaries. Companies subject to GILTI have the option to account for the GILTI tax as a period cost if and when incurred, or to recognize deferred taxes for temporary differences including outside basis differences expected to reverse as GILTI. The Company has elected to account for GILTI as a period cost, and therefore has included GILTI expense in the effective tax rate calculation. Lastly, the Company recorded a provisional increase to income tax expense for recording a $7,843 valuation allowance on the Company’s Interest Limitation for 2018. The Company will continue to refine our provisional estimates for our computations of the GILTI, FDII, BEAT and the valuation allowance recorded on the Interest Limitation as we gather additional information. In accordance with U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 118 (“SAB 118”), the provisional amounts recorded represent reasonable estimates of the effects of the Tax Act for which the analysis is not yet complete. As the Company completes its analysis of the Tax Act, including collecting, preparing and analyzing necessary information, performing and refining calculations and obtaining additional guidance from the U.S. Internal Revenue Services (IRS), U.S. Treasury Department, FASB or other standard setting and regulatory bodies on the Tax Act, it may record adjustments to the provisional amounts, which may be material. In accordance with SAB 118, the Company’s accounting for the tax effects of the Tax Act will be completed during the measurement period, which should not extend beyond one year from the enactment date. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 29, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | The following table summarizes the Company’s debt: September 29, 2018 December 30, 2017 Revolving loans $ 74,500 $ 19,500 Senior term loan, due 2021 — 530,750 Senior term loan, due 2025 693,264 — 6.375% Senior Notes, due 2022 330,000 330,000 11.6% Junior Subordinated Debentures - Preferred 105,443 105,443 Junior Subordinated Debentures - Common 3,261 3,261 Capital leases & other obligations 1,149 435 1,207,617 989,389 (Add) unamortized premium on 11.6% Junior Subordinated Debentures 17,827 18,771 (Subtract) unamortized discount on Senior term loan (814 ) — (Subtract) current portion of long term debt and capital leases (7,482 ) (5,706 ) (Subtract) deferred financing fees (12,501 ) (12,780 ) Total long term debt, net $ 1,204,647 $ 989,674 On May 31, 2018, the Company entered into a new credit agreement consisting of a new funded term loan of $530,000 and an unfunded delayed draw term loan facility ("DDTL") of $165,000 ("2018 Term Loan"). Concurrently, the Company also entered into a new $150,000 asset-based revolving credit agreement ("ABL Revolver"). The proceeds from the 2018 Term Loan and ABL Revolver were used to refinance in full all outstanding revolving loans and term loans under the existing agreements and to pay fees and other expenses related to the 2018 Term Loan and ABL revolver. The 2018 Term Loan and ABL Revolver require the Company to maintain certain financial and non-financial covenants. On August 10, 2018, the Company drew the full $165,000 on the DDTL to finance the acquisition of MinuteKey. The interest rate on the 2018 Term Loan is, at the Company's option, either adjusted LIBOR plus 3.5% per annum or an alternate base rate plus 2.5% per annum. The Term Loan will be payable in quarterly installments equal to .25% of the original principal amount, increased by the funding under the DDTL. The maturity date for the 2018 Term Loan is May 31, 2025. The amounts outstanding under the 2018 Term Loan are guaranteed by the Company and, subject to certain exceptions, the Company's wholly-owned domestic subsidiaries and are secured by substantially all of the Company's and the guarantors’ assets. A portion of the ABL Revolver is available for borrowing by the Company's US subsidiary ( $112,500 ) and a portion is available for borrowing by the Company's Canadian subsidiary ( $37,500 ), in each case subject to a borrowing base. The interest rate for the ABL Revolver is, at the Company's option, either adjusted LIBOR (or a Canadian banker’s acceptance rate in the case of Canadian loans) plus a margin of 1.25% to 1.75% per annum based on availability or an alternate base rate (or a Canadian prime rate or alternate base rate in the case of Canadian loans) plus a margin varying from 0.25% to 0.75% per annum based on availability. The stated maturity date of the ABL Revolver is May 31, 2023. Amounts outstanding under the ABL revolver are guaranteed by the Company's wholly-owned domestic subsidiaries and are secured by substantially all of the Company's and the guarantors’ assets, plus, in the case of amounts borrowed by the Company's Canadian subsidiary, its and its wholly-owned Canadian subsidiary’s assets, which guarantee the Canadian portion under the ABL Credit Agreement. In connection with the 2018 Term Loan, the Company recorded $8,755 in deferred financing fees and $825 in discount which are recorded as long term debt on the Condensed Consolidated Balance Sheet. In connection with the ABL Revolver, the Company recorded $1,841 in deferred financing fees which are recorded as other non-current assets on the Condensed Consolidated Balance Sheet. Additionally, the Company expensed approximately $8,542 in debt issuance costs which was recorded as refinancing charges in the thirty-nine weeks ended September 29, 2018 . As of September 29, 2018 , there was $693,264 outstanding under the 2018 Term Loan. As of September 29, 2018 , the Company had $74,500 outstanding under the ABL Revolver along with $6,936 of letters of credit. The Company has approximately $68,564 of available borrowings under the ABL Revolver as a source of liquidity. Additional information with respect to the fair value of the Company’s fixed rate senior notes and junior subordinated debentures is included in Note 12 - Fair Value Measurements . |
Derivatives and Hedging
Derivatives and Hedging | 9 Months Ended |
Sep. 29, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging | The Company uses derivative financial instruments to manage our exposures to (1) interest rate fluctuations on our floating rate senior debt and (2) fluctuations in foreign currency exchange rates. The Company measures those instruments at fair value and recognizes changes in the fair value of derivatives in earnings in the period of change, unless the derivative qualifies as an effective hedge that offsets certain exposures. Interest Rate Swap Agreements On September 3, 2014 , the Company entered into two forward Interest Rate Swap Agreements (the “2014 Swaps”) with three -year terms for notional amounts of $90,000 and $40,000 . The forward start date of the 2014 Swaps was October 1, 2015 and the termination date is September 30, 2018 . The 2014 Swaps fix the interest rate at 2.2% plus the applicable interest rate margin of 3.5% for an effective rate of 5.7% . The interest rate on the term loan was 5.7% at September 29, 2018 . On January 8, 2018 , the Company entered into a forward Interest Rate Swap Agreement (the "2018 Swap") with three -year terms for notional amounts of $90,000 . The forward start date of the 2018 Swap was September 30, 2018 and the termination date is June 30, 2021 . The 2018 Swaps fix the interest rate at 2.3% plus the applicable interest rate margin of 3.5% for an effective rate of 5.8% . The 2014 Swaps were terminated in September 2018 and therefore had a fair value of zero as of September 29, 2018 . The fair value of the 2018 Swap was $1,300 as of September 29, 2018 . These were reported on the condensed consolidated balance sheet in other non-current assets. An increase in other expense recorded in the statement of comprehensive loss for the favorable change of $1,677 in fair value since December 30, 2017 . The total fair value of the 2014 Swaps was $392 as of December 30, 2017 and was reported on the condensed consolidated balance sheet in other current liabilities. The Company's interest rate swap agreements did not qualify for hedge accounting treatment because they did not meet the provisions specified in ASC 815, Derivatives and Hedging (“ASC 815”). Accordingly, the gain or loss on these derivatives was recognized in current earnings. Foreign Currency Forward Contracts During 2017 and 2018 the Company entered into multiple foreign currency forward contracts. The table below summarizes the maturity dates and the fixed exchange rates of the contracts outstanding at: September 29, 2018 December 30, 2017 Maturity date range: Minimum October 2018 January 2018 Maximum December 2018 April 2018 Fixed exchange rate range: Minimum 1.2942 1.3201 Maximum 1.3200 1.3498 The purpose of the Company's foreign currency forward contracts is to manage the Company's exposure to fluctuations in the exchange rate of the Canadian dollar. The total notional amount of contracts outstanding was C$8,690 and C$2,993 as of September 29, 2018 and December 30, 2017 , respectively. The total fair value of the outstanding foreign currency forward contracts was $64 and $140 as of September 29, 2018 and December 30, 2017 , respectively, and was reported on the condensed consolidated balance sheet in other current liabilities. An increase in other income of $8 , including contracts settled during the thirty-nine weeks ended September 29, 2018 , was recorded in the statement of comprehensive income (loss) for the change in fair value from December 30, 2017 . The Company's foreign currency forward contracts did not qualify for hedge accounting treatment because they did not meet the provisions specified in ASC 815. Accordingly, the gain or loss on these derivatives was recognized in current earnings. The Company does not enter into derivative transactions for speculative purposes and, therefore, holds no derivative instruments for trading purposes. Additional information with respect to the fair value of derivative instruments is included in Note 12 - Fair Value Measurements . |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 29, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | The Company uses the accounting guidance that applies to all assets and liabilities that are being measured and reported on a fair value basis. The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions. The following tables set forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis during the period, by level, within the fair value hierarchy: As of September 29, 2018 Level 1 Level 2 Level 3 Total Trading securities $ 2,109 $ — $ — $ 2,109 Interest rate swaps — 1,300 — 1,300 Foreign exchange forward contracts — (64 ) — (64 ) As of December 30, 2017 Level 1 Level 2 Level 3 Total Trading securities $ 2,294 $ — $ — $ 2,294 Interest rate swaps — (392 ) — (392 ) Foreign exchange forward contracts — (140 ) — (140 ) Trading securities are valued using quoted prices on an active exchange. Trading securities represent assets held in a Rabbi Trust to fund deferred compensation liabilities and are included as other assets on the accompanying condensed consolidated balance sheets. The Company utilizes interest rate swap contracts to manage our targeted mix of fixed and floating rate debt, and these contracts are valued using observable benchmark rates at commonly quoted intervals for the full term of the swap contracts. As of September 29, 2018 , the 2018 Swap was recorded as other non-current assets on the accompanying condensed consolidated balance sheets. As of December 30, 2017 , the 2014 Swaps were included in other current liabilities on the accompanying condensed consolidated balance sheets. The Company utilizes foreign exchange forward contracts to manage our exposure to currency fluctuations in the Canadian dollar versus the U.S. dollar. The forward contracts were valued using observable benchmark rates at commonly quoted intervals during the term of the forward contract. As of September 29, 2018 and December 30, 2017 , the foreign exchange forward contracts were included in other current liabilities on the accompanying condensed consolidated balance sheets. The fair value of the Company's fixed rate senior notes and junior subordinated debentures as of September 29, 2018 and December 30, 2017 were determined by utilizing current trading prices obtained from indicative market data. As a result, the fair value measurements of the Company's senior term notes and debentures are considered to be Level 2. September 29, 2018 December 30, 2017 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 6.375% Senior Notes $ 325,833 $ 296,175 $ 325,000 $ 325,050 Junior Subordinated Debentures 126,531 130,594 127,475 148,098 Cash, accounts receivable, accounts payable, and accrued liabilities are reflected in the condensed consolidated financial statements at book value, which approximates fair value, due to the short-term nature of these instruments. The carrying amount of the long-term debt under the revolving credit facility approximates the fair value at September 29, 2018 and December 30, 2017 as the interest rate is variable and approximates current market rates. The Company also believes the carrying amount of the long-term debt under the senior term loan approximates the fair value at September 29, 2018 and December 30, 2017 because, while subject to a minimum LIBOR floor rate, the interest rate approximates current market rates of debt with similar terms and comparable credit risk. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 29, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | The Company’s segment reporting structure uses the Company’s management reporting structure as the foundation for how the Company manages its business. The Company periodically evaluates its segment reporting structure in accordance with ASC 350-20-55 and has concluded that it has three reportable segments as of September 29, 2018 : The United States, Canada, and All Other. The United States segment and the Canada segment are considered material by the Company’s management as of September 29, 2018 . The Company's other segments have been combined in the "All Other" category. The Company evaluates the performance of its segments based on revenue and income (loss) from operations, and does not include segment assets or nonoperating income/expense items for management reporting purposes. The table below presents revenues and income (loss) from operations for our reportable segments for the thirteen and thirty-nine weeks ended September 29, 2018 and thirteen and thirty-nine weeks ended September 30, 2017 . Thirteen Weeks Ended Thirteen Weeks Ended Thirty-nine Weeks Ended Thirty-nine Weeks Ended Revenues United States $ 204,450 $ 179,705 $ 581,238 $ 520,557 Canada 37,422 37,430 110,574 106,292 All Other 1,967 1,820 5,776 5,145 Total revenues $ 243,839 $ 218,955 $ 697,588 $ 631,994 Segment income (loss) from operations United States $ 8,101 $ 12,352 $ 30,452 $ 31,739 Canada (1,514 ) 1,480 (1,671 ) 3,140 All Other 319 152 613 707 Total income from operations $ 6,906 $ 13,984 $ 29,394 $ 35,586 |
Acquisitions Acquisitions
Acquisitions Acquisitions | 9 Months Ended |
Sep. 29, 2018 | |
Business Acquisition [Line Items] | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | On August 10, 2018, the Company completed the acquisition of Minute Key Holdings, Inc . (“MinuteKey”), an innovative leader in self-service key duplicating kiosks for a total consideration reflecting an enterprise value of $156,289 . The Company financed the acquisition with the unfunded delayed draw term loan facility of $165,000 . The Company believes that the combination of MinuteKey's self service kiosk business with Hillman's existing key duplication platform will create additional growth opportunities. MinuteKey has operations in the United States and Canada and will fall into the Company's United States and Canada reportable segments. The following table reconciles the preliminary estimated fair value of the acquired assets and assumed liabilities to the total purchase price of the MinuteKey acquisition: Cash $ 1,791 Inventory 4,266 Other current assets 756 Property and equipment 30,597 Goodwill 58,503 Customer relationships 49,000 Technology 19,000 Trade names 5,400 Patents 356 Other non-current assets 17 Total assets acquired 169,686 Less: Liabilities assumed 13,397 Total purchase price $ 156,289 The excess of the purchase price over the net assets has been allocated to goodwill and intangibles based on an independent valuation appraisal. The amount of net sales and operating loss of the acquired business included in the Company's consolidated statement of comprehensive income for the thirty-nine weeks ended September 29, 2018 were approximately $7,342 and $(608) , respectively. Unaudited pro forma financial information has not been presented for MinuteKey as the financial results of MinuteKey were insignificant to the financial results of the Company on a standalone basis. Subsequent to quarter end, on October 1, 2018, the Company completed the acquisition of Big Time Products ("Big Time"), a leading provider of personal protection and work gear products for a purchase price of approximately $346,000 . The acquisition was financed with additional term loan funding of $365,000 . All requisite business combination disclosures required under the FASB Accounting Standards Codification Topic 805, “Business Combinations,” cannot be made as of the financial statements issuance date for the acquisition of Big Time, given the acquisition date. In connection with the acquisitions, the Company incurred approximately $4,479 and $6,939 of acquisition related charges in the thirteen and thirty-nine weeks ended September 29, 2018 , respectively. These costs are included in selling, general, and administrative expense ("SG&A") on the Condensed Consolidated Statement of Comprehensive Income (Loss). |
Restructuring (Notes)
Restructuring (Notes) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 29, 2018 | Sep. 30, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||
Asset Impairment Charges | $ 832 | $ 0 |
Restructuring and Related Activities Disclosure [Text Block] | During 2018, the Company initiated plans to restructure the operations of the Canada segment. The restructuring seeks to streamline operations in the greater Toronto area by consolidating facilities, exiting certain lines of business, and rationalizing stock keeping units (“SKUs”). The intended result of the Canada restructuring will be a more streamlined and scalable operation focused on delivering optimal service and a broad offering of products across the Company's core categories. The Company expects to incur increased restructuring related charges and capital expenditures in our Canada segment over the next year as plans are finalized and implemented. Charges incurred in the current year include: Thirteen Weeks Ended Thirty-nine Weeks Ended Facility consolidation (1) Labor expense $ 243 $ 334 Consulting and legal fees 87 242 Other 6 11 Exit of certain lines of business (2) Inventory valuation adjustments 1,152 1,152 Asset impairments 796 796 Severance 239 239 Total $ 2,523 $ 2,774 (1) Facility consolidation includes labor expense related to organizing inventory and equipment in preparation for the facility consolation, consulting and legal fees related to the project, and other expenses. These expenses were included in SG&A on the Condensed Consolidated Statement of Comprehensive Income (Loss). (2) As part of the restructuring, the Company is exiting a manufacturing business line. Related charges included adjustments to write inventory down to net realizable value, asset impairment charges, and employee severance, which were included in cost of goods sold, other income and expense, and SG&A on the Condensed Consolidated Statement of Comprehensive Income (Loss), respectively. | |
Restructuring and Related Costs [Table Text Block] | During 2018, the Company initiated plans to restructure the operations of the Canada segment. The restructuring seeks to streamline operations in the greater Toronto area by consolidating facilities, exiting certain lines of business, and rationalizing stock keeping units (“SKUs”). The intended result of the Canada restructuring will be a more streamlined and scalable operation focused on delivering optimal service and a broad offering of products across the Company's core categories. The Company expects to incur increased restructuring related charges and capital expenditures in our Canada segment over the next year as plans are finalized and implemented. Charges incurred in the current year include: Thirteen Weeks Ended Thirty-nine Weeks Ended Facility consolidation (1) Labor expense $ 243 $ 334 Consulting and legal fees 87 242 Other 6 11 Exit of certain lines of business (2) Inventory valuation adjustments 1,152 1,152 Asset impairments 796 796 Severance 239 239 Total $ 2,523 $ 2,774 |
Subsequent Events (Notes)
Subsequent Events (Notes) | 9 Months Ended |
Sep. 29, 2018 | |
Subsequent Event [Line Items] | |
Subsequent Events [Text Block] | 14. Subsequent Events : On October 1, 2018, the Company completed the acquisition of Big Time Products ("Big Time"), a leading provider of personal protection and work gear products for a purchase price of approximately $346,000 . The acquisition was financed with additional term loan funding of $365,000 . The Company entered into an amendment (the “Amendment”) to the term loan credit agreement dated as of May 31, 2018, which provided for $365 million of incremental term loans. The Amendment provided that the pricing for all funded term loans, including all existing term loans and the new incremental term loans, are at the either adjusted LIBOR plus 4.00% per annum or an alternate base rate plus 3.00% per annum, which reflects a 0.50% per annum margin increase with respect to the existing term loans. The new incremental term loans otherwise have the same terms, including guarantees, collateral, and a stated maturity of May 31, 2025, as the existing term loans. See Note 10 - Long Term Debt for additional details on the outstanding term loan. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 29, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses for the reporting periods. Actual results may differ from these estimates. |
Recent Accounting Pronouncements | In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). On December 31, 2017, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all the related amendments (“new revenue standard”) to all contracts using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as a $7,852 reduction to the opening balance of retained earnings with corresponding decreases to other current assets and other assets of $3,846 and $3,370 , respectively, and an increase of $637 to other accrued expenses. The cumulative adjustment primarily relates to payments to customers. The Company will now recognize certain payments as a reduction of revenue when the payment is made as opposed to over the life of the master service agreement. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The impact to revenues for the thirteen and thirty-nine weeks ended September 29, 2018 as a result of applying Topic 606 was immaterial. A majority of our revenue continues to be recognized when products are shipped or delivered to customers. We expect the impact of the adoption of the new standard to be immaterial to our net income on an ongoing basis. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). Subsequently, in July 2018 the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements and ASU 2018-10, Codification Improvements to Topic 842, Leases . The amendments in this update require lessees, among other things, to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous authoritative guidance. This update also introduces new disclosure requirements for leasing arrangements. The new guidance will be effective for public business entities for annual periods beginning after December 15, 2018, and interim periods therein. Early adoption will be permitted for all entities. The new standard is required to be applied with a modified retrospective approach to each prior reporting period presented with various optional practical expedients.The Company had operating leases with remaining rental payments of approximately $72,426 as of December 30, 2017, and the Company has assets that are deployed with customers that may qualify as leases under the new standard. The discounted minimum remaining rental payments will be the starting point for determining the right-of-use asset and lease liability. ASU 2018-10 was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. ASU 2018-11 provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption which allows entities to apply the provisions of the updated guidance at the effective date. The updated guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of implementing this guidance on its Consolidated Financial Statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses . The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this ASU on its Condensed Consolidated Financial Statements. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) : Targeted Improvements to Accounting for Hedging Activities, which amends and simplifies existing guidance in order to allow companies to more accurately present the economic effects of risk management activities in the financial statements. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those years. Early adoption is permitted. The Company does not expect the provisions of this ASU to have a material impact on its Condensed Consolidated Financial Statements. In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740) : Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”), which amends the FASB Accounting Standards Codification and XBRL Taxonomy based on the Tax Cuts and Jobs Act (the “Act”) that was signed into law on December 22, 2017 and Staff Accounting Bulletin No. 118 (“SAB 118”) that was released by the Securities and Exchange Commission. The Act changes numerous provisions that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits and may additionally have international tax consequences for many companies that operate internationally. The Company has evaluated the impact of the Act as well as the guidance of SAB 118 and incorporated the changes into the determination of a reasonable estimate of its deferred tax liability and appropriate disclosures in the notes to its consolidated financial statements (See Note 8 - Income Taxes ). In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework. The updated guidance improves the disclosure requirements on fair value measurements. The updated guidance if effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures. The Company does not expect the provisions of this ASU to have a material impact on its Condensed Consolidated Financial Statements. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) : Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, requiring a customer in a cloud computing arrangement that is a service contract to follow the internal use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets. Capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. The Company early adopted this ASU in the third quarter of 2018, it did not have a material impact on the financial statements. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition: Revenue is recognized when control of goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. The Company offers a variety of sales incentives to its customers primarily in the form of discounts, rebates, and slotting fees. Discounts are recognized in the consolidated financial statements at the date of the related sale. Rebates are based on the revenue to date and the contractual rebate percentage to be paid. A portion of the cost of the rebate is allocated to each underlying sales transaction. Discounts, rebates, and slotting fees are included in the determination of net sales. The Company also establishes reserves for customer returns and allowances. The reserve is established based on historical rates of returns and allowances. The reserve is adjusted quarterly based on actual experience. Returns and allowances are included in the determination of net sales. The following table disaggregates our revenue by product category. Thirteen Weeks Ended September 29, 2018 United States Canada Other Consolidated Fastening Solutions 114,285 28,018 1,717 144,020 Custom Solutions 62,384 1,826 21 64,231 Home Solutions 27,781 7,578 229 35,588 Total Revenue 204,450 37,422 1,967 243,839 Thirteen Weeks Ended September 30, 2017 United States Canada Other Consolidated Fastening Solutions 97,514 28,442 1,599 127,555 Custom Solutions 55,323 1,821 15 57,159 Home Solutions 26,868 7,167 206 34,241 Total Revenue 179,705 37,430 1,820 218,955 Thirty-nine weeks ended September 29, 2018 United States Canada Other Consolidated Fastening Solutions 334,231 85,997 5,064 425,292 Custom Solutions 168,828 4,641 47 173,516 Home Solutions 78,179 19,936 665 98,780 Total Revenue 581,238 110,574 5,776 697,588 Thirty-nine weeks ended September 30, 2017 United States Canada Other Consolidated Fastening Solutions 284,657 82,908 4,519 372,084 Custom Solutions 158,011 5,074 36 163,121 Home Solutions 77,889 18,310 590 96,789 Total Revenue 520,557 106,292 5,145 631,994 Fastening solutions revenues consist primarily of the delivery of fasteners, anchors, and specialty products as well as in-store merchandising services for the related product category. Custom solutions revenues consist primarily of the delivery of keys and key accessories, pet tags, and letters, numbers, and signs (“LNS”) as well as in-store merchandising services for the related product categories and access to our proprietary key duplicating and engraving equipment. Home solutions revenues consist primarily of the delivery of builders’ hardware, wall hanging, and threaded rod products as well as in-store merchandising services for the related product category. The Company’s performance obligations under its arrangements with customers are providing products, in-store merchandising services, and access to key duplicating and engraving equipment. Generally, the price of the merchandising services and the access to the key duplicating and engraving equipment is included in the price of the related products. Control of products is transferred at the point in time when the customer accepts the goods. Judgment was required in applying the new revenue standard in determining the time at which to recognize revenue for the in-store services and the access to key duplicating and engraving equipment. The Company’s obligation to provide in-store service and access to key duplicating and engraving equipment is satisfied when control of the related products is transferred. Therefore, consistent with the practice prior to the adoption of ASC 606, the entire amount of consideration related to the sale of products, in-store merchandising services, and access to key duplicating and engraving equipment is recognized upon the customer’s acceptance of the products. The revenues for all performance obligations are recognized upon the customer's acceptance of the products. The costs to obtain a contract are insignificant, and generally contract terms do not extend beyond one year. Therefore, these costs are expensed as incurred. Freight and shipping costs and the cost of our in-store merchandising services teams are recognized in selling, general, and administrative expense when control over products is transferred to the customer. The Company used the practical expedient regarding the existence of a significant financing component as payments are due in less than one year after delivery of the products. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Revenue Recognition (Tables) | 9 Months Ended |
Sep. 29, 2018 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following table disaggregates our revenue by product category. Thirteen Weeks Ended September 29, 2018 United States Canada Other Consolidated Fastening Solutions 114,285 28,018 1,717 144,020 Custom Solutions 62,384 1,826 21 64,231 Home Solutions 27,781 7,578 229 35,588 Total Revenue 204,450 37,422 1,967 243,839 Thirteen Weeks Ended September 30, 2017 United States Canada Other Consolidated Fastening Solutions 97,514 28,442 1,599 127,555 Custom Solutions 55,323 1,821 15 57,159 Home Solutions 26,868 7,167 206 34,241 Total Revenue 179,705 37,430 1,820 218,955 Thirty-nine weeks ended September 29, 2018 United States Canada Other Consolidated Fastening Solutions 334,231 85,997 5,064 425,292 Custom Solutions 168,828 4,641 47 173,516 Home Solutions 78,179 19,936 665 98,780 Total Revenue 581,238 110,574 5,776 697,588 Thirty-nine weeks ended September 30, 2017 United States Canada Other Consolidated Fastening Solutions 284,657 82,908 4,519 372,084 Custom Solutions 158,011 5,074 36 163,121 Home Solutions 77,889 18,310 590 96,789 Total Revenue 520,557 106,292 5,145 631,994 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2018 | Sep. 30, 2017 | Sep. 29, 2018 | Sep. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Summary of Goodwill Amounts by Reporting Unit | Goodwill amounts by reporting unit are summarized as follows: Goodwill at Acquisitions (1) Dispositions Other (2) Goodwill at December 30, 2017 September 29, 2018 United States $ 586,437 $ 58,667 $ — $ — $ 645,104 Canada 30,372 — — (940 ) 29,432 Mexico 3,694 — — 186 3,880 Total $ 620,503 $ 58,667 $ — $ (754 ) $ 678,416 (1) These amounts relate to the acquisition of MinuteKey in the third quarter of 2018 and adjustments to the opening balance sheet for the acquisition of ST Fastening Systems ("STFS"). STFS was acquired in the fourth quarter of 2017. (2) These amounts relate to adjustments resulting from fluctuations in foreign currency exchange rates. | |||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Other intangibles, net, as of September 29, 2018 and December 30, 2017 consist of the following: Estimated Useful Life (Years) September 29, 2018 December 30, 2017 Customer relationships 13-20 $ 751,634 $ 703,399 Trademarks - All Others Indefinite 85,586 85,759 Technology 8 19,000 — Trade Names 15 5,400 — Trademarks - TagWorks 5 300 300 KeyWorks license 7 4,447 4,455 Patents 7-15 32,424 31,941 Intangible assets, gross 898,791 825,854 Less: Accumulated amortization 162,528 132,659 Other intangibles, net $ 736,263 $ 693,195 | |||
Amortization | $ 10,437,000 | $ 9,500,000 | $ 29,872,000 | $ 28,442,000 |
Long-Term Debt Long Term Debt (
Long-Term Debt Long Term Debt (Tables) | 9 Months Ended |
Sep. 29, 2018 | |
Debt Instrument [Line Items] | |
Schedule of Long-term Debt Instruments [Table Text Block] | The following table summarizes the Company’s debt: September 29, 2018 December 30, 2017 Revolving loans $ 74,500 $ 19,500 Senior term loan, due 2021 — 530,750 Senior term loan, due 2025 693,264 — 6.375% Senior Notes, due 2022 330,000 330,000 11.6% Junior Subordinated Debentures - Preferred 105,443 105,443 Junior Subordinated Debentures - Common 3,261 3,261 Capital leases & other obligations 1,149 435 1,207,617 989,389 (Add) unamortized premium on 11.6% Junior Subordinated Debentures 17,827 18,771 (Subtract) unamortized discount on Senior term loan (814 ) — (Subtract) current portion of long term debt and capital leases (7,482 ) (5,706 ) (Subtract) deferred financing fees (12,501 ) (12,780 ) Total long term debt, net $ 1,204,647 $ 989,674 |
Derivatives and Hedging Foreign
Derivatives and Hedging Foreign Currency Contracts (Tables) | 9 Months Ended |
Sep. 29, 2018 | |
Derivative [Line Items] | |
Schedule of Derivative Instruments [Table Text Block] | During 2017 and 2018 the Company entered into multiple foreign currency forward contracts. The table below summarizes the maturity dates and the fixed exchange rates of the contracts outstanding at: September 29, 2018 December 30, 2017 Maturity date range: Minimum October 2018 January 2018 Maximum December 2018 April 2018 Fixed exchange rate range: Minimum 1.2942 1.3201 Maximum 1.3200 1.3498 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 29, 2018 | |
Fair Value Disclosures [Abstract] | |
Measurement of Assets and Liabilities at Fair Value on Recurring Basis | The following tables set forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis during the period, by level, within the fair value hierarchy: As of September 29, 2018 Level 1 Level 2 Level 3 Total Trading securities $ 2,109 $ — $ — $ 2,109 Interest rate swaps — 1,300 — 1,300 Foreign exchange forward contracts — (64 ) — (64 ) As of December 30, 2017 Level 1 Level 2 Level 3 Total Trading securities $ 2,294 $ — $ — $ 2,294 Interest rate swaps — (392 ) — (392 ) Foreign exchange forward contracts — (140 ) — (140 ) |
Fair Value of Company's Fixed Rate Senior Notes and Junior Subordinated Debentures | The fair value of the Company's fixed rate senior notes and junior subordinated debentures as of September 29, 2018 and December 30, 2017 were determined by utilizing current trading prices obtained from indicative market data. As a result, the fair value measurements of the Company's senior term notes and debentures are considered to be Level 2. September 29, 2018 December 30, 2017 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 6.375% Senior Notes $ 325,833 $ 296,175 $ 325,000 $ 325,050 Junior Subordinated Debentures 126,531 130,594 127,475 148,098 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 29, 2018 | |
Segment Reporting [Abstract] | |
Revenues and Income from Operations for Reportable Segments | The Company’s segment reporting structure uses the Company’s management reporting structure as the foundation for how the Company manages its business. The Company periodically evaluates its segment reporting structure in accordance with ASC 350-20-55 and has concluded that it has three reportable segments as of September 29, 2018 : The United States, Canada, and All Other. The United States segment and the Canada segment are considered material by the Company’s management as of September 29, 2018 . The Company's other segments have been combined in the "All Other" category. The Company evaluates the performance of its segments based on revenue and income (loss) from operations, and does not include segment assets or nonoperating income/expense items for management reporting purposes. The table below presents revenues and income (loss) from operations for our reportable segments for the thirteen and thirty-nine weeks ended September 29, 2018 and thirteen and thirty-nine weeks ended September 30, 2017 . Thirteen Weeks Ended Thirteen Weeks Ended Thirty-nine Weeks Ended Thirty-nine Weeks Ended Revenues United States $ 204,450 $ 179,705 $ 581,238 $ 520,557 Canada 37,422 37,430 110,574 106,292 All Other 1,967 1,820 5,776 5,145 Total revenues $ 243,839 $ 218,955 $ 697,588 $ 631,994 Segment income (loss) from operations United States $ 8,101 $ 12,352 $ 30,452 $ 31,739 Canada (1,514 ) 1,480 (1,671 ) 3,140 All Other 319 152 613 707 Total income from operations $ 6,906 $ 13,984 $ 29,394 $ 35,586 |
Acquisitions Acquisition (Table
Acquisitions Acquisition (Tables) | 9 Months Ended |
Sep. 29, 2018 | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | On August 10, 2018, the Company completed the acquisition of Minute Key Holdings, Inc . (“MinuteKey”), an innovative leader in self-service key duplicating kiosks for a total consideration reflecting an enterprise value of $156,289 . The Company financed the acquisition with the unfunded delayed draw term loan facility of $165,000 . The Company believes that the combination of MinuteKey's self service kiosk business with Hillman's existing key duplication platform will create additional growth opportunities. MinuteKey has operations in the United States and Canada and will fall into the Company's United States and Canada reportable segments. The following table reconciles the preliminary estimated fair value of the acquired assets and assumed liabilities to the total purchase price of the MinuteKey acquisition: Cash $ 1,791 Inventory 4,266 Other current assets 756 Property and equipment 30,597 Goodwill 58,503 Customer relationships 49,000 Technology 19,000 Trade names 5,400 Patents 356 Other non-current assets 17 Total assets acquired 169,686 Less: Liabilities assumed 13,397 Total purchase price $ 156,289 |
Restructuring Restructuring (Ta
Restructuring Restructuring (Tables) | 9 Months Ended |
Sep. 29, 2018 | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Costs [Table Text Block] | During 2018, the Company initiated plans to restructure the operations of the Canada segment. The restructuring seeks to streamline operations in the greater Toronto area by consolidating facilities, exiting certain lines of business, and rationalizing stock keeping units (“SKUs”). The intended result of the Canada restructuring will be a more streamlined and scalable operation focused on delivering optimal service and a broad offering of products across the Company's core categories. The Company expects to incur increased restructuring related charges and capital expenditures in our Canada segment over the next year as plans are finalized and implemented. Charges incurred in the current year include: Thirteen Weeks Ended Thirty-nine Weeks Ended Facility consolidation (1) Labor expense $ 243 $ 334 Consulting and legal fees 87 242 Other 6 11 Exit of certain lines of business (2) Inventory valuation adjustments 1,152 1,152 Asset impairments 796 796 Severance 239 239 Total $ 2,523 $ 2,774 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2018 | Sep. 30, 2017 | Sep. 29, 2018 | Sep. 30, 2017 | |
Revenue from Contract with Customer, Including Assessed Tax | $ 243,839 | $ 218,955 | $ 697,588 | $ 631,994 |
UNITED STATES | ||||
Revenue from Contract with Customer, Including Assessed Tax | 204,450 | 179,705 | 581,238 | 520,557 |
Other Segments [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 1,967 | 1,820 | 5,776 | 5,145 |
CANADA | ||||
Revenue from Contract with Customer, Including Assessed Tax | 37,422 | 37,430 | 110,574 | 106,292 |
Fastening Solutions [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 144,020 | 127,555 | 425,292 | 372,084 |
Fastening Solutions [Member] | UNITED STATES | ||||
Revenue from Contract with Customer, Including Assessed Tax | 114,285 | 97,514 | 334,231 | 284,657 |
Fastening Solutions [Member] | Other Segments [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 1,717 | 1,599 | 5,064 | 4,519 |
Fastening Solutions [Member] | CANADA | ||||
Revenue from Contract with Customer, Including Assessed Tax | 28,018 | 28,442 | 85,997 | 82,908 |
Custom Solutions [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 64,231 | 57,159 | 173,516 | 163,121 |
Custom Solutions [Member] | UNITED STATES | ||||
Revenue from Contract with Customer, Including Assessed Tax | 62,384 | 55,323 | 168,828 | 158,011 |
Custom Solutions [Member] | Other Segments [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 21 | 15 | 47 | 36 |
Custom Solutions [Member] | CANADA | ||||
Revenue from Contract with Customer, Including Assessed Tax | 1,826 | 1,821 | 4,641 | 5,074 |
Home Solutions [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 35,588 | 34,241 | 98,780 | 96,789 |
Home Solutions [Member] | UNITED STATES | ||||
Revenue from Contract with Customer, Including Assessed Tax | 27,781 | 26,868 | 78,179 | 77,889 |
Home Solutions [Member] | Other Segments [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 229 | 206 | 665 | 590 |
Home Solutions [Member] | CANADA | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 7,578 | $ 7,167 | $ 19,936 | $ 18,310 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements Revenue Recognition (Details) - Accounting Standards Update 2014-09 [Member] $ in Thousands | 9 Months Ended |
Sep. 29, 2018USD ($) | |
Retained Earnings [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 7,852 |
Other Current Assets [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 3,846 |
Other Noncurrent Assets [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 3,370 |
Other Current Liabilities [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 637 |
Recent Accounting Pronounceme_3
Recent Accounting Pronouncements Leases (Details) $ in Thousands | Dec. 30, 2017USD ($) |
Accounting Changes and Error Corrections [Abstract] | |
Operating Leases, Future Minimum Payments Due | $ 72,426 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Summary of Goodwill Amounts by Reporting Unit (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2018 | Sep. 30, 2017 | Sep. 29, 2018 | Sep. 30, 2017 | |
Goodwill [Roll Forward] | ||||
Goodwill, Beginning balance | $ 620,503,000 | |||
Acquisitions (1) | 58,667,000 | |||
Dispositions | 0 | |||
Other | (754,000) | |||
Goodwill, Ending balance | $ 678,416,000 | 678,416,000 | ||
Goodwill, impairment charges | 0 | $ 0 | 0 | $ 0 |
UNITED STATES | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Beginning balance | 586,437,000 | |||
Acquisitions (1) | 58,667,000 | |||
Dispositions | 0 | |||
Other | 0 | |||
Goodwill, Ending balance | 645,104,000 | 645,104,000 | ||
CANADA | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Beginning balance | 30,372,000 | |||
Acquisitions (1) | 0 | |||
Dispositions | 0 | |||
Other | (940,000) | |||
Goodwill, Ending balance | 29,432,000 | 29,432,000 | ||
Mexico [Member] | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Beginning balance | 3,694,000 | |||
Acquisitions (1) | 0 | |||
Dispositions | 0 | |||
Other | 186,000 | |||
Goodwill, Ending balance | $ 3,880,000 | $ 3,880,000 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Components of Other Intangibles, Net (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 29, 2018 | Sep. 30, 2017 | Sep. 29, 2018 | Sep. 30, 2017 | Dec. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Finite Lived And Indefinite Lived Intangible Assets Gross | $ 898,791,000 | $ 898,791,000 | $ 825,854,000 | ||
Less: Accumulated amortization | 162,528,000 | 162,528,000 | 132,659,000 | ||
Other intangibles, net | 736,263,000 | 736,263,000 | 693,195,000 | ||
Amortization | 10,437,000 | $ 9,500,000 | 29,872,000 | $ 28,442,000 | |
Impairment of indefinite-lived intangibles | $ 0 | $ 0 | 0 | $ 0 | |
Trademarks - All Others [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | Indefinite | ||||
Indefinite Intangible assets, gross | $ 85,586,000 | 85,586,000 | 85,759,000 | ||
Customer Relationships [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, gross | $ 751,634,000 | 751,634,000 | 703,399,000 | ||
Customer Relationships [Member] | Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | 13 years | ||||
Customer Relationships [Member] | Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | 20 years | ||||
Technology-Based Intangible Assets [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | 8 years | ||||
Finite-lived intangible assets, gross | $ 19,000,000 | 19,000,000 | 0 | ||
Trade Names [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | 15 years | ||||
Finite-lived intangible assets, gross | $ 5,400,000 | 5,400,000 | 0 | ||
Trademarks - TagWorks [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | 5 years | ||||
Finite-lived intangible assets, gross | $ 300,000 | 300,000 | 300,000 | ||
KeyWorks License [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | 7 years | ||||
Finite-lived intangible assets, gross | $ 4,447,000 | 4,447,000 | 4,455,000 | ||
Patents [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, gross | $ 32,424,000 | $ 32,424,000 | $ 31,941,000 | ||
Patents [Member] | Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | 7 years | ||||
Patents [Member] | Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | 15 years |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 29, 2018USD ($)patent | Sep. 30, 2017USD ($) | Sep. 29, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 30, 2017USD ($) | |
Loss Contingencies [Line Items] | |||||
Losses up to per occurrence related to product liability, automotive, workers' compensation and general liability | $ 250 | $ 250 | |||
Liability recorded for such risk insurance reserves | 2,107 | 2,107 | |||
Letters of Credit Outstanding, Amount | 6,936 | 6,936 | |||
Group health claims up to annual stop loss limit per participant | 250 | 250 | |||
Liability recorded for such group health insurance reserves | 1,814 | 1,814 | |||
Loss Contingency, Loss in Period | $ 0 | $ 4,128 | (4,128) | $ 6,274 | |
Patent Infringement from Minute Key Inc. [Member] | |||||
Loss Contingencies [Line Items] | |||||
Number of patents found not infringed | patent | 2 | ||||
Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Occurrences in excess for purchased catastrophic coverage | $ 40,000 | ||||
Minimum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Occurrences in excess for purchased catastrophic coverage | 250 | ||||
Anti-dumping duties [Domain] | |||||
Loss Contingencies [Line Items] | |||||
Loss Contingency Accrual | $ 2,146 | $ 2,146 | $ 6,274 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2018 | Sep. 30, 2017 | Sep. 29, 2018 | Sep. 30, 2017 | |
Management fees to related party | $ 134 | $ 127 | $ 396 | $ 390 |
Dividend to Holdco | 0 | $ 3,780 | ||
Holdco shares repurchased | 4,200 | |||
Companies Controlled by Manns [Member] | ||||
Operating Leases, Rent Expense | 87 | 88 | $ 262 | 265 |
Richard Paulin [Member] | ||||
Operating Leases, Rent Expense | $ 164 | $ 164 | $ 501 | $ 473 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2018 | Sep. 30, 2017 | Sep. 29, 2018 | Sep. 30, 2017 | |
Valuation Allowance [Line Items] | ||||
SEC Schedule, 12-09, Valuation Allowances and Reserves, Period Increase (Decrease) | $ 7,843 | |||
Effective income tax rates | 12.80% | 28.90% | (6.70%) | 41.20% |
Income tax expense (benefit) | $ (1,565,000) | $ (538,000) | $ 2,182,000 | $ (4,759,000) |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 29, 2018 | Sep. 30, 2017 | Sep. 29, 2018 | Sep. 30, 2017 | May 31, 2018 | Dec. 30, 2017 | |
Debt Instrument [Line Items] | ||||||
Long-term Debt | $ 1,204,647 | $ 1,204,647 | $ 989,674 | |||
Gains (Losses) on Restructuring of Debt | 0 | $ 0 | (8,542) | $ 0 | ||
Letters of Credit Outstanding, Amount | 6,936 | 6,936 | ||||
Long-term Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Issuance Costs, Net | 12,501 | 12,501 | 12,780 | |||
2018 Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | 693,264 | 693,264 | 0 | |||
2018 Term Loan [Member] | Long-term Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Issuance Costs, Net | $ 8,755 | |||||
2018 ABL Revolver [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Line of Credit | 74,500 | 74,500 | 150,000 | |||
2018 ABL Revolver [Member] | Other Noncurrent Assets [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Issuance Costs, Net | 1,841 | |||||
Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Line of Credit | 19,500 | |||||
Line of Credit Facility, Remaining Borrowing Capacity | 68,564 | 68,564 | ||||
Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | $ 0 | $ 0 | $ 530,750 | |||
Fully funded term loan [Member] | 2018 Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | 530,000 | |||||
UNITED STATES | 2018 ABL Revolver [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | 112,500 | |||||
CANADA | 2018 ABL Revolver [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | $ 37,500 |
Long-Term Debt Long Term Debt_2
Long-Term Debt Long Term Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 29, 2018 | Sep. 30, 2017 | Sep. 29, 2018 | Sep. 30, 2017 | May 31, 2018 | Dec. 30, 2017 | |
Long-term Debt | $ 1,204,647 | $ 1,204,647 | $ 989,674 | |||
Capital Lease Obligations | 1,149 | 1,149 | 435 | |||
Debt, Long-term and Short-term, Combined Amount | 1,207,617 | 1,207,617 | 989,389 | |||
Long-term Debt, Current Maturities | (7,482) | (7,482) | (5,706) | |||
Gains (Losses) on Restructuring of Debt | 0 | $ 0 | (8,542) | $ 0 | ||
Long-term Debt [Member] | ||||||
Debt Issuance Costs, Net | 12,501 | 12,501 | 12,780 | |||
6.375% Senior Notes [Member] | ||||||
Debt Instrument, Face Amount | 330,000 | 330,000 | 330,000 | |||
Junior Subordinated Debentures - Preferred [Domain] | ||||||
Trust Preferred Security At Face Value | 105,443 | 105,443 | 105,443 | |||
Trust Preferred Securities - Common [Domain] | ||||||
Trust Preferred Security At Face Value | 3,261 | 3,261 | 3,261 | |||
2018 Term Loan [Member] | ||||||
Long-term Debt | 693,264 | 693,264 | 0 | |||
Debt Instrument, Unamortized Discount | 814 | 814 | 0 | |||
2018 Term Loan [Member] | Long-term Debt [Member] | ||||||
Debt Instrument, Unamortized Discount | $ 825 | |||||
Debt Issuance Costs, Net | 8,755 | |||||
2018 ABL Revolver [Member] | ||||||
Long-term Line of Credit | 74,500 | 74,500 | 150,000 | |||
2018 ABL Revolver [Member] | Other Noncurrent Assets [Member] | ||||||
Debt Issuance Costs, Net | 1,841 | |||||
Revolving Credit Facility [Member] | ||||||
Long-term Line of Credit | 19,500 | |||||
Term Loan [Member] | ||||||
Long-term Debt | 0 | 0 | 530,750 | |||
Junior Subordinated Debentures - Preferred [Domain] | ||||||
Debt Instrument, Unamortized Premium | $ 17,827 | $ 17,827 | $ 18,771 | |||
Fully funded term loan [Member] | 2018 Term Loan [Member] | ||||||
Long-term Debt | 530,000 | |||||
UNITED STATES | 2018 ABL Revolver [Member] | ||||||
Long-term Debt | $ 112,500 |
Derivatives and Hedging - Addit
Derivatives and Hedging - Additional Information (Detail) $ in Thousands | Jan. 08, 2018USD ($) | Sep. 03, 2014USD ($) | Sep. 29, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 30, 2017USD ($) |
Derivative [Line Items] | |||||
Other Non Cash Interest And Change In Value Of Interest Rate Swap | $ (1,677) | $ (984) | |||
2014 Swap No. 1 [Member] | |||||
Derivative [Line Items] | |||||
Term of derivative instrument | 3 years | ||||
Notional amount of derivative instrument | $ 90,000 | ||||
Effective date of agreement | Sep. 3, 2014 | ||||
Termination date of derivative | Sep. 30, 2018 | ||||
Fixed interest rate of Swap Agreement | 2.20% | ||||
Derivative, Basis Spread on Variable Rate | 3.50% | ||||
Derivative, Variable Interest Rate | 5.70% | ||||
Two Thousand Eighteen Swap [Domain] | |||||
Derivative [Line Items] | |||||
Term of derivative instrument | 3 years | ||||
Notional amount of derivative instrument | $ 90,000 | ||||
Effective date of agreement | Jan. 8, 2018 | ||||
Termination date of derivative | Jun. 30, 2021 | ||||
Fixed interest rate of Swap Agreement | 2.30% | ||||
Derivative, Basis Spread on Variable Rate | 3.50% | ||||
Derivative, Variable Interest Rate | 5.80% | ||||
2014 Swap No. 2 [Member] | |||||
Derivative [Line Items] | |||||
Notional amount of derivative instrument | $ 40,000 | ||||
2015 FX Contracts [Member] | |||||
Derivative [Line Items] | |||||
Notional amount of derivative instrument | $ 8,690 | $ 2,993 | |||
2017 FX Contracts [Domain] | Minimum [Member] | |||||
Derivative [Line Items] | |||||
Termination date of derivative | Jan. 10, 2018 | ||||
Forward exchange rate | 1.3201 | ||||
2017 FX Contracts [Domain] | Maximum [Member] | |||||
Derivative [Line Items] | |||||
Termination date of derivative | Apr. 4, 2018 | ||||
Forward exchange rate | 1.3498 | ||||
2018 FX Contracts [Domain] | Minimum [Member] | |||||
Derivative [Line Items] | |||||
Termination date of derivative | Oct. 9, 2018 | ||||
Forward exchange rate | 1.2942 | ||||
2018 FX Contracts [Domain] | Maximum [Member] | |||||
Derivative [Line Items] | |||||
Termination date of derivative | Dec. 18, 2018 | ||||
Forward exchange rate | 1.3200 | ||||
Foreign Exchange Forward Contract [Member] | |||||
Derivative [Line Items] | |||||
Derivative Liability, Current | $ (64) | (140) | |||
Increase in other income | $ (8) | ||||
Term Loan [Member] | |||||
Derivative [Line Items] | |||||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 5.70% | ||||
Fair Value, Measurements, Recurring [Member] | |||||
Derivative [Line Items] | |||||
Fair value interest rate swaps | $ 1,300 | (392) | |||
Fair Value, Inputs, Level 2 [Member] | Foreign Exchange Forward Contract [Member] | |||||
Derivative [Line Items] | |||||
Derivative Liability, Current | (64) | (140) | |||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | |||||
Derivative [Line Items] | |||||
Fair value interest rate swaps | 1,300 | $ (392) | |||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Two Thousand Eighteen Swap [Domain] | |||||
Derivative [Line Items] | |||||
Fair value interest rate swaps | 1,300 | ||||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Two Thousand Fourteen Swaps [Domain] | |||||
Derivative [Line Items] | |||||
Fair value interest rate swaps | $ 0 |
Fair Value Measurements - Measu
Fair Value Measurements - Measurement of Assets and Liabilities at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 29, 2018 | Dec. 30, 2017 |
Fair Value Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Investments | $ 2,109 | $ 2,294 |
Interest rate swaps | 1,300 | (392) |
Fair Value Measurements, Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Investments | 2,109 | 2,294 |
Interest rate swaps | 0 | 0 |
Fair Value Measurements, Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Investments | 0 | 0 |
Interest rate swaps | 1,300 | (392) |
Fair Value Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Investments | 0 | 0 |
Interest rate swaps | 0 | 0 |
Foreign Exchange Forward Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Current | (64) | (140) |
Foreign Exchange Forward Contract [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Current | 0 | 0 |
Foreign Exchange Forward Contract [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Current | (64) | (140) |
Foreign Exchange Forward Contract [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Current | $ 0 | $ 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Company's Fixed Rate Senior Notes and Junior Subordinated Debentures (Detail) - USD ($) $ in Thousands | Sep. 29, 2018 | Dec. 30, 2017 |
6.375% Senior Notes [Member] | Estimated Fair Value [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Debt | $ 296,175 | $ 325,050 |
6.375% Senior Notes [Member] | Carrying Amount [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Debt | 325,833 | 325,000 |
Junior Subordinated Debentures [Member] | Estimated Fair Value [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Debt | 130,594 | 148,098 |
Junior Subordinated Debentures [Member] | Carrying Amount [Member] | ||
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Debt | $ 126,531 | $ 127,475 |
Segment Reporting - Revenues an
Segment Reporting - Revenues and Income from Operations for Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2018 | Sep. 30, 2017 | Sep. 29, 2018 | Sep. 30, 2017 | |
Revenues | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 243,839 | $ 218,955 | $ 697,588 | $ 631,994 |
Segment income (loss) from operations | ||||
Total income from operations | 6,906 | 13,984 | 29,394 | 35,586 |
UNITED STATES | ||||
Revenues | ||||
Revenue from Contract with Customer, Including Assessed Tax | 204,450 | 179,705 | 581,238 | 520,557 |
Segment income (loss) from operations | ||||
Total income from operations | 8,101 | 12,352 | 30,452 | 31,739 |
CANADA | ||||
Revenues | ||||
Revenue from Contract with Customer, Including Assessed Tax | 37,422 | 37,430 | 110,574 | 106,292 |
Segment income (loss) from operations | ||||
Total income from operations | (1,514) | 1,480 | (1,671) | 3,140 |
Other Segments [Member] | ||||
Revenues | ||||
Revenue from Contract with Customer, Including Assessed Tax | 1,967 | 1,820 | 5,776 | 5,145 |
Segment income (loss) from operations | ||||
Total income from operations | $ 319 | $ 152 | $ 613 | $ 707 |
Acquisitions Business Combinati
Acquisitions Business Combinations (Details) - USD ($) $ in Thousands | Oct. 01, 2018 | Sep. 29, 2018 | Sep. 30, 2017 | Sep. 29, 2018 | Sep. 30, 2017 | Aug. 10, 2018 | Dec. 30, 2017 |
Revenue from Contract with Customer, Including Assessed Tax | $ 243,839 | $ 218,955 | $ 697,588 | $ 631,994 | |||
Total income from operations | 6,906 | $ 13,984 | 29,394 | $ 35,586 | |||
Goodwill | 678,416 | 678,416 | $ 620,503 | ||||
Long-term Debt | 1,204,647 | 1,204,647 | 989,674 | ||||
Business Combination, Integration Related Costs | 4,479 | 6,939 | |||||
Minute Key Inc. [Member] | |||||||
Revenue from Contract with Customer, Including Assessed Tax | 7,342 | ||||||
Total income from operations | (608) | ||||||
Business Combination, Consideration Transferred | $ 156,289 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 1,791 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 4,266 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 756 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 30,597 | ||||||
Goodwill | 58,503 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 17 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 169,686 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 13,397 | ||||||
Business Acquisition, Name of Acquired Entity | Minute Key Holdings, Inc | ||||||
2018 Term Loan [Member] | |||||||
Long-term Debt | $ 693,264 | $ 693,264 | $ 0 | ||||
2018 Term Loan [Member] | Delayed Draw [Member] | Minute Key Inc. [Member] | |||||||
Long-term Debt | 165,000 | ||||||
Customer Relationships [Member] | Minute Key Inc. [Member] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 49,000 | ||||||
Technology-Based Intangible Assets [Member] | Minute Key Inc. [Member] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 19,000 | ||||||
Trade Names [Member] | Minute Key Inc. [Member] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 5,400 | ||||||
Patents [Member] | Minute Key Inc. [Member] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 356 | ||||||
Subsequent Event [Member] | Big Time Products [Member] | |||||||
Business Combination, Consideration Transferred | $ 346,000 | ||||||
Subsequent Event [Member] | 2018 Term Loan [Member] | Big Time Products [Member] | |||||||
Long-term Debt | $ 365,000 |
Restructuring Restructuring (De
Restructuring Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 29, 2018 | Sep. 29, 2018 | Sep. 30, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||
Asset Impairment Charges | $ 832 | $ 0 | |
Canada Restructuring [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Labor and Related Expense | $ 243 | 334 | |
Consulting and Legal fees | 87 | 242 | |
Other Restructuring Costs | 6 | 11 | |
Inventory Write-down | 1,152 | 1,152 | |
Asset Impairment Charges | 796 | 796 | |
Severance Costs | 239 | 239 | |
Restructuring Charges | $ 2,523 | $ 2,774 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Oct. 01, 2018 | Sep. 29, 2018 | Dec. 30, 2017 |
Subsequent Event [Line Items] | |||
Long-term Debt | $ 1,204,647 | $ 989,674 | |
Big Time Products [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Business Combination, Consideration Transferred | $ 346,000 | ||
2018 Term Loan [Member] | |||
Subsequent Event [Line Items] | |||
Long-term Debt | $ 693,264 | $ 0 | |
2018 Term Loan [Member] | Big Time Products [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Long-term Debt | $ 365,000 |