Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 26, 2021 | Jul. 29, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Jun. 26, 2021 | |
Entity Registrant Name | Hillman Companies, Inc. | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 23-2874736 | |
Entity Address, Address Line One | 10590 Hamilton Avenue | |
Entity Address, City or Town | Cincinnati | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 45231 | |
Amendment Flag | false | |
Entity File Number | 1-13293 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
City Area Code | 513 | |
Local Phone Number | 851-4900 | |
Entity Central Index Key | 0001029831 | |
Current Fiscal Year End Date | --12-25 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 5,000 | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 26, 2021 | Dec. 26, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 16,255 | $ 21,520 |
Accounts receivable, net of allowances of $2,586 ($2,395 - 2020) | 146,865 | 121,228 |
Inventories, net | 482,645 | 391,679 |
Other current assets | 22,125 | 19,280 |
Total current assets | 667,890 | 553,707 |
Property and equipment, net of accumulated depreciation of $260,692 ($236,031 - 2020) | 174,466 | 182,674 |
Goodwill | 826,969 | 816,200 |
Other intangibles, net of accumulated amortization of $322,230 ($291,434 - 2020) | 826,949 | 825,966 |
Operating lease right of use assets | 85,312 | 76,820 |
Deferred Income Tax Assets, Net | 2,728 | 2,075 |
Other assets | 12,739 | 11,176 |
Total assets | 2,597,053 | 2,468,618 |
Current liabilities: | ||
Accounts payable | 229,618 | 201,461 |
Current portion of debt and capital leases | 11,442 | 11,481 |
Current portion of operating lease liabilities | 11,838 | 12,168 |
Accrued expenses: | ||
Salaries and wages | 16,738 | 29,800 |
Pricing allowances | 7,636 | 6,422 |
Income and other taxes | 2,647 | 5,986 |
Interest | 13,550 | 12,988 |
Other accrued expenses | 33,935 | 31,605 |
Total current liabilities | 327,404 | 311,911 |
Long term debt | 1,651,476 | 1,535,508 |
Deferred Income Tax Liabilities, Net | 151,970 | 156,118 |
Operating lease liabilities | 78,204 | 68,934 |
Other non-current liabilities | 24,154 | 31,560 |
Total liabilities | 2,233,208 | 2,104,031 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Preferred stock, $0.01 par, 5,000 shares authorized, none issued or outstanding at June 26, 2021 and December 26, 2020 | 0 | 0 |
Common stock, $0.01 par, 5,000 shares authorized, issued and outstanding at June 26, 2021 and December 26, 2020 | 0 | 0 |
Additional paid-in capital | 571,122 | 565,824 |
Accumulated deficit | (184,204) | (171,849) |
Accumulated other comprehensive loss | (23,073) | (29,388) |
Total stockholders' equity | 363,845 | 364,587 |
Total liabilities and stockholders' equity | $ 2,597,053 | $ 2,468,618 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 26, 2021 | Dec. 26, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 2,586 | $ 2,395 |
Property and equipment, accumulated depreciation | 260,692 | 236,031 |
Other intangible assets, accumulated amortization | $ 322,230 | $ 291,434 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 5,000 | 5,000 |
Common stock, shares issued | 5,000 | 5,000 |
Common stock, shares outstanding | 5,000 | 5,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 375,715 | $ 346,710 | $ 716,996 | $ 642,546 |
Cost of sales (exclusive of depreciation and amortization shown separately below) | 215,967 | 196,402 | 417,265 | 362,813 |
Selling, general and administrative expenses | 111,662 | 94,970 | 214,841 | 184,723 |
Depreciation | 15,270 | 17,230 | 31,611 | 34,747 |
Amortization | 15,414 | 14,865 | 30,323 | 29,713 |
Management fees to related party | 88 | 196 | 214 | 321 |
Other (income) expense | (2,195) | 2,319 | (2,547) | 55 |
Income from operations | 19,509 | 20,728 | 25,289 | 30,174 |
Interest expense, net | 19,159 | 23,878 | 38,178 | 47,058 |
Interest expense on junior subordinated debentures | 3,152 | 3,184 | 6,304 | 6,336 |
(Gain) loss on mark-to-market adjustment of interest rate swap | (751) | (308) | (1,424) | 1,942 |
Investment income on trust common securities | (94) | (94) | (189) | (189) |
Loss before income taxes | (1,957) | (5,932) | (17,580) | (24,973) |
Income tax provision (benefit) | 1,428 | (895) | (5,225) | (5,132) |
Net loss | (3,385) | (5,037) | (12,355) | (19,841) |
Net loss from above | (3,385) | (5,037) | (12,355) | (19,841) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 3,842 | 3,643 | 6,315 | (7,570) |
Total other comprehensive income (loss) | 3,842 | 3,643 | 6,315 | (7,570) |
Comprehensive income (loss) | $ 457 | $ (1,394) | $ (6,040) | $ (27,411) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (12,355) | $ (19,841) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 61,934 | 64,460 |
Deferred income taxes | (4,709) | (4,771) |
Deferred financing and original issue discount amortization | 1,800 | 1,879 |
Stock-based compensation expense | 3,537 | 2,669 |
Asset impairment | 0 | 210 |
(Gain) on disposal of property and equipment | 0 | (337) |
Change in fair value of contingent consideration | (1,212) | (1,300) |
Other non-cash interest and change in value of interest rate swap | (1,424) | 1,942 |
Changes in operating items: | ||
Accounts receivable | (23,547) | (61,318) |
Inventories | (73,049) | 592 |
Other assets | (15,786) | 1,307 |
Accounts payable | 22,443 | 4,475 |
Other accrued liabilities | (17,471) | 21,690 |
Net cash provided by (used for) operating activities | (59,839) | 11,657 |
Cash flows from investing activities: | ||
Payments to Acquire Businesses, Net of Cash Acquired | 39,102 | 800 |
Capital expenditures | (22,684) | (22,196) |
Net cash used for investing activities | (61,786) | (22,996) |
Cash flows from financing activities: | ||
Repayments of senior term loans | (5,304) | (5,304) |
Borrowings on senior term loans | 35,000 | 0 |
Financing fees | (1,027) | 0 |
Borrowings on revolving credit loans | 128,000 | 66,000 |
Repayments of revolving credit loans | (42,000) | (50,000) |
Principal payments under finance and capitalized lease obligations | (460) | (411) |
Proceeds from exercise of stock options | 1,761 | 0 |
Net cash provided by financing activities | 115,970 | 10,285 |
Effect of exchange rate changes on cash | 390 | (315) |
Net decrease in cash and cash equivalents | (5,265) | (1,369) |
Cash and cash equivalents at beginning of period | 21,520 | 19,973 |
Cash and cash equivalents at end of period | 16,255 | 18,604 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 34,439 | 33,922 |
Income Taxes Paid, Net | 1,740 | 100 |
11.6% Junior Subordinated Debentures - Preferred | ||
Supplemental disclosure of cash flow information: | ||
Interest paid | $ 6,115 | $ 4,076 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in-capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning Balance at Dec. 28, 2019 | $ 373,969 | $ 0 | $ 553,359 | $ (147,350) | $ (32,040) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (14,804) | (14,804) | |||
Stock-based compensation | 1,145 | 1,145 | |||
Foreign currency translation adjustments | (11,213) | (11,213) | |||
Ending Balance at Mar. 28, 2020 | 349,097 | 0 | 554,504 | (162,154) | (43,253) |
Beginning Balance at Dec. 28, 2019 | 373,969 | 0 | 553,359 | (147,350) | (32,040) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (19,841) | ||||
Foreign currency translation adjustments | (7,570) | ||||
Ending Balance at Jun. 27, 2020 | 349,227 | 0 | 556,028 | (167,191) | (39,610) |
Beginning Balance at Mar. 28, 2020 | 349,097 | 0 | 554,504 | (162,154) | (43,253) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (5,037) | (5,037) | |||
Stock-based compensation | 1,524 | 1,524 | |||
Foreign currency translation adjustments | 3,643 | 3,643 | |||
Ending Balance at Jun. 27, 2020 | 349,227 | 0 | 556,028 | (167,191) | (39,610) |
Beginning Balance at Dec. 26, 2020 | 364,587 | 0 | 565,824 | (171,849) | (29,388) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (8,970) | (8,970) | |||
Stock-based compensation | 1,741 | 1,741 | |||
Proceeds from exercise of stock options | 1,643 | 1,643 | |||
Foreign currency translation adjustments | 2,473 | 2,473 | |||
Ending Balance at Mar. 27, 2021 | 361,474 | 0 | 569,208 | (180,819) | (26,915) |
Beginning Balance at Dec. 26, 2020 | 364,587 | 0 | 565,824 | (171,849) | (29,388) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (12,355) | ||||
Foreign currency translation adjustments | 6,315 | ||||
Ending Balance at Jun. 26, 2021 | 363,845 | 0 | 571,122 | (184,204) | (23,073) |
Beginning Balance at Mar. 27, 2021 | 361,474 | 0 | 569,208 | (180,819) | (26,915) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (3,385) | (3,385) | |||
Stock-based compensation | 1,796 | 1,796 | |||
Proceeds from exercise of stock options | 118 | 118 | |||
Foreign currency translation adjustments | 3,842 | 3,842 | |||
Ending Balance at Jun. 26, 2021 | $ 363,845 | $ 0 | $ 571,122 | $ (184,204) | $ (23,073) |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 26, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited financial statements include the condensed consolidated accounts of The Hillman Companies, Inc. and its wholly-owned subsidiaries (collectively “Hillman” or the “Company”) for the twenty-six weeks ended June 26, 2021. Unless the context requires otherwise, references to "Hillman," "we," "us," "our," or "our Company" refer to The Hillman Companies, Inc. and its wholly-owned subsidiaries. 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 twenty-six weeks ended June 26, 2021 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 26, 2020. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 26, 2021 | |
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 26, 2020. 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. The extent to which COVID-19 impacts the Company’s business and financial results will depend on numerous evolving factors including, but not limited to: the magnitude and duration of COVID-19, the extent to which it will impact worldwide macroeconomic conditions including interest rates, employment rates and health insurance coverage, the speed of the anticipated recovery, and governmental and business reactions to the pandemic. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of June 26, 2021 and through the date of this report. The accounting matters assessed included, but were not limited to the carrying value of the goodwill and other long-lived assets. While there was not a material impact to the Company’s consolidated financial statements as of and for the quarter ended June 26, 2021, the Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in material impacts to the Company’s Consolidated Financial Statements in future reporting periods. 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 and rebates. 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 and rebates 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 displays our disaggregated revenue by product category: Thirteen weeks ended June 26, 2021 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue Fastening and Hardware $ 201,208 $ — $ 45,826 $ 247,034 Personal Protective 61,921 — 178 62,099 Keys and Key Accessories — 50,289 206 50,495 Engraving — 16,004 25 16,029 Resharp — 58 — 58 Consolidated $ 263,129 $ 66,351 $ 46,235 $ 375,715 Thirteen weeks ended June 27, 2020 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue Fastening and Hardware $ 190,572 $ — $ 34,726 $ 225,298 Personal Protective 78,927 — 66 78,993 Keys and Key Accessories — 30,649 220 30,869 Engraving — 11,542 1 11,543 Resharp — 7 — 7 Consolidated $ 269,499 $ 42,198 $ 35,013 $ 346,710 Twenty-six weeks ended June 26, 2021 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue Fastening and Hardware $ 367,810 $ — $ 79,917 $ 447,727 Personal Protective 146,248 — 191 146,439 Keys and Key Accessories — 92,383 567 92,950 Engraving — 29,782 33 29,815 Resharp — 65 — 65 Consolidated $ 514,058 $ 122,230 $ 80,708 $ 716,996 Twenty-six weeks ended June 27, 2020 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue Fastening and Hardware $ 340,956 $ — $ 60,047 $ 401,003 Personal Protective 141,720 — 66 141,786 Keys and Key Accessories — 74,027 1,249 75,276 Engraving — 24,461 3 24,464 Resharp — 17 — 17 Consolidated $ 482,676 $ 98,505 $ 61,365 $ 642,546 The following table disaggregates our revenue by geographic location: Thirteen weeks ended June 26, 2021 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue United States $ 257,742 $ 65,739 $ — $ 323,481 Canada 2,050 612 46,235 48,897 Mexico 3,337 — — 3,337 Consolidated $ 263,129 $ 66,351 $ 46,235 $ 375,715 Thirteen weeks ended June 27, 2020 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue United States $ 265,702 $ 41,837 $ — $ 307,539 Canada 1,272 361 35,013 36,646 Mexico 2,525 — — 2,525 Consolidated $ 269,499 $ 42,198 $ 35,013 $ 346,710 Twenty-six weeks ended June 26, 2021 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue United States $ 504,539 $ 121,039 $ — $ 625,578 Canada 3,279 1,191 80,708 85,178 Mexico 6,240 — — 6,240 Consolidated $ 514,058 $ 122,230 $ 80,708 $ 716,996 Twenty-six weeks ended June 27, 2020 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue United States $ 475,376 $ 97,683 $ — $ 573,059 Canada 2,541 822 61,365 64,728 Mexico 4,759 — — 4,759 Consolidated $ 482,676 $ 98,505 $ 61,365 $ 642,546 Our revenue by geography is allocated based on the location of our sales operations. Our Hardware and Protective Solutions segment contains sales of Big Time personal protective equipment into Canada. Our Robotics and Digital Solutions segment contains sales of MinuteKey Canada. Hardware and Protective Solutions revenues consist primarily of the delivery of fasteners, anchors, specialty fastening products, and personal protective equipment such as gloves and eye-wear as well as in-store merchandising services for the related product category. Robotics and Digital Solutions revenues consist primarily of sales of keys and identification tags through self service key duplication and engraving kiosks. It also includes our associate-assisted key duplication systems and key accessories. Canada revenues consist primarily of the delivery to Canadian customers of fasteners and related hardware items, threaded rod, keys, key duplicating systems, accessories, personal protective equipment, and identification items 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, which occurs upon delivery of the products. Judgment is required in determining the time at which to recognize revenue for the in-store services and the access to key duplicating and engraving equipment. Revenue is recognized for in-store service and access to key duplicating and engraving equipment as the related products are delivered, which approximates a time-based recognition pattern. Therefore, 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 delivery 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. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 26, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting which provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848). The amendments in this ASU refine the scope of ASC 848 and clarifies some of its guidance as it relates to recent rate reform activities.The new guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is currently evaluating contracts and the optional expedients provided by the new standard. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The amendments in this update remove certain exceptions of Topic 740 including: exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or gain from other items; exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment; exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. There are also additional areas of guidance in regards to: franchise and other taxes partially based on income and the interim recognition of enactment of tax laws and rate changes. The provisions of this ASU are effective for years beginning after December 15, 2020. The Company adopted this standard during fiscal 2021 and the adoption did not have a material impact on the Company's Condensed Consolidated Financial Statements. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 26, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | On April 16, 2021, the Company completed the acquisition of Oz Post International, LLC ("OZCO"), a leading manufacturer of superior quality hardware that offers structural fasteners and connectors used for decks, fences and other outdoor structures, for a total purchase price of $39,102. The Company entered into an amendment ("OZCO Amendment") to the term loan credit agreement dated May 31, 2018 (the "2018 Term Loan"), which provided $35,000 of incremental term loan funds to be used to finance the acquisition. OZCO has business operations throughout North America and its financial results reside in the Company's Hardware and Protective Solutions reportable segment. The following table reconciles the fair value of the acquired assets and assumed liabilities to the preliminary total purchase price of OZCO: Accounts receivable $ 1,143 Inventory 3,564 Other current assets 24 Property and equipment 595 Goodwill 9,450 Customer relationships 23,500 Trade names 2,600 Technology 4,000 Total assets acquired 44,876 Less: Liabilities assumed (5,774) Total purchase price $ 39,102 Pro forma financial information has not been presented for OZCO as their associated financial results are insignificant to the financial results of the Company on a standalone basis. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 26, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill amounts by reportable segment are summarized as follows: Goodwill at Acquisitions (1) Dispositions Other (2) Goodwill at December 26, 2020 June 26, 2021 Hardware and Protective Solutions $ 565,578 $ 9,450 $ — $ 13 $ 575,041 Robotics and Digital Solutions 220,936 — — — 220,936 Canada 29,686 — — 1,306 30,992 Total $ 816,200 $ 9,450 $ — $ 1,319 $ 826,969 (1) See Note 4 - Acquisitions for additional information regarding the OZCO acquisition. (2) The "Other" change to goodwill relates to adjustments resulting from fluctuations in foreign currency exchange rates for the Canada and Mexico reporting units. Other intangibles, net, as of June 26, 2021 and December 26, 2020 consist of the following: Estimated June 26, 2021 December 26, 2020 Customer relationships 13 - 20 $ 966,515 $ 941,648 Trademarks - Indefinite Indefinite 85,890 85,603 Trademarks - Other 7 - 15 29,000 26,400 Technology and patents 7 - 12 67,774 63,749 Intangible assets, gross 1,149,179 1,117,400 Less: Accumulated amortization 322,230 291,434 Other intangibles, net $ 826,949 $ 825,966 The amortization expense for amortizable assets, including the adjustments resulting from fluctuations in foreign currency exchange rates for the thirteen and twenty-six weeks ended June 26, 2021 was $15,414 and $30,323, respectively. Amortization expense for the thirteen and twenty-six weeks ended June 27, 2020 was $14,865 and $29,713, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 26, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies: The Company self-insures its product liability, automotive and workers' compensation losses up to $250 per occurrence. General liability losses are self-insured up to $500 per occurrence. Catastrophic coverage has been purchased from third party insurers for occurrences in excess of $250 up to $60,000. 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 $2,520 recorded for such risks is adequate as of June 26, 2021. As of June 26, 2021, the Company has provided certain vendors and insurers letters of credit aggregating $27,908 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 $2,300 recorded for such risks is adequate as of June 26, 2021. On June 3, 2019, The Hillman Group, Inc. ("Hillman Group") filed a complaint for patent infringement against KeyMe, LLC ("KeyMe"), a provider of self-service key duplication kiosks, in the United States District Court for the Eastern District of Texas (Marshall Division). The case was assigned Civil Action No. 2:19-cv-0209. Hillman Group’s complaint alleges that KeyMe’s self-named and “Locksmith in a Box” key duplication kiosks infringe U.S. Patent Nos. 8,979,446 and 9,914,179, which are assigned to Hillman Group, and seeks damages and injunctive relief against KeyMe. After the United States Patent and Trademark Office issued U.S. Patent No. 10,400,474 to Hillman Group on September 3, 2019, Hillman Group filed a motion the same day to amend its initial complaint to add the new patent to the litigation. The Texas court granted the motion on September 13, 2019. KeyMe filed two motions in the case on July 25, 2019, the first seeking to dismiss Hillman Group's complaint under Rule 12(b)(3) of the Federal Rules of Civil Procedure for improper venue, or in the alternative, to move the case from Marshall, Texas to the Southern District of New York. KeyMe’s second motion seeks to transfer the venue of the case from Texas to New York under 28 U.S.C. § 1404. Subsequently, Hillman Group filed a motion on September 4, 2019 to disqualify KeyMe's counsel Cooley LLP from the litigation due to Cooley's concurrent and prior representation of Hillman Group and predecessor-in-interest MinuteKey Holdings, Inc ("MinuteKey"). Hillman Group served its initial infringement contentions for the patents-in-suit on KeyMe on September 6, 2019, and KeyMe served its initial invalidity and unenforceability contentions for the patents-in-suit on Hillman Group on November 15, 2019. The parties filed a joint claim construction statement with the Court on January 31, 2020, setting forth the disputed constructions of terms and phrases recited in the asserted claims of the patents-in-suit. On February 14, 2020, the Court granted Hillman Group’s motion to disqualify Cooley LLP, and denied KeyMe’s pending venue-related motion to dismiss and motion to transfer without prejudice to refiling. The case was stayed until March 30, 2020 to permit KeyMe to retain new legal counsel. The parties filed a joint status report on March 25, 2020, and on March 27, 2020, the Texas Court set a new case schedule with a trial in early December 2020. On April 14, 2020, KeyMe re-filed a single motion to dismiss for improper venue, or in the alternative, to transfer the case to the Southern District of New York. After an oral hearing held on September 30, 2020, the Texas Court denied KeyMe’s motion to dismiss on November 13, 2020. The Texas Court conducted a claim construction hearing in Marshall, TX, on June 23, 2020 to construe various disputed claim terms of the three patents-in-suit, and issued a claim construction order on July 2, 2020. On August 31, 2020, KeyMe filed two motions for partial summary judgment on portions of the case, and also filed a motion objecting to portions of the testimony of one of Hillman Group’s technical expert witnesses. At a pretrial conference held March 23, 2021, the Texas Court denied KeyMe's motion to exclude expert testimony and KeyMe's motion for summary judgment of no willful infringement in full. KeyMe's motion for summary judgment of non-infringement relating to U.S. Patent No. 10,400,474 was granted in-part and denied in-part; Hillman Group was permitted to proceed with a theory of infringement under the doctrine of equivalents at trial. On March 2, 2020, Hillman Group filed a second complaint for patent infringement against KeyMe in the same Texas Court, alleging that KeyMe’s key duplication kiosks infringe Hillman Group’s U.S. Patent No. 10,577,830. The case was assigned Civil Action No. 2:20-cv-0070. Hillman Group added a second patent to the case, U.S. Patent No. 10,628,813, upon that patent's issuance on April 21, 2020. Upon issuance of U.S. Patent No. 10,737,336 to Hillman Group on August 10, 2020, Hillman Group moved for leave of Court to add that patent to the case; however, KeyMe opposed the motion. KeyMe filed a motion to consolidate the two Texas patent cases involving KeyMe and Hillman Group on April 14, 2020. In addition, on April 30, 2020, KeyMe filed a substantially identical motion to dismiss the case for improper venue, or in the alternative, to transfer the case to the Southern District of New York. The Texas Court heard oral argument on the motion to consolidate, the motion to dismiss, and Hillman Group’s motion to add the ’336 patent on September 30, 2020. On October 23, 2020, the Texas Court granted KeyMe’s motion to consolidate the two Texas cases, and granted Hillman Group’s motion to add the ’336 patent. The Texas Court denied KeyMe’s motion to dismiss on November 13, 2020. On November 18, 2020, the Texas Court issued a new case schedule for the consolidated case, setting a trial date of April 5, 2021 for the six-patent case. The parties stipulated in November, 2020 that no new claim construction hearing would be held, and that selected constructions from the 2:19-cv-209 action that pertained to claims in the 2:20-cv-0070 action would govern. Fact discovery closed in the consolidated case on December 21, 2020, and expert discovery closed on January 22, 2021. On January 25, 2021, KeyMe filed a second summary judgment motion for a judgment of no willful infringement, and also filed another motion objecting to portions of the testimony of one of Hillman Group's technical expert witnesses. At a pretrial conference held March 23, 2021, the Texas Court denied both of KeyMe's motions in full. On September 9, 2020, the parties conducted a mediation before Ret. District Judge David Folsom of the U.S. District Court of the Eastern District of Texas. Though substantive discussion took place, no agreement on resolution of the litigation was reached. A jury trial was held in the Texas case from April 5-12, 2021 in Marshall, Texas. On April 12, 2021, the jury returned a verdict that KeyMe did not infringe any of the six asserted patents, and several of the asserted claims were invalid. Final judgment was entered on April 13, 2021. Both parties filed renewed motions for judgment as a matter of law on issues they did not prevail on at trial on May 11, 2021, and Hillman Group additionally filed a motion for a new trial on the same date. On August 16, 2019, KeyMe filed a complaint for patent infringement against Hillman Group in the United States District Court for the District of Delaware. KeyMe alleges that Hillman Group’s KeyKrafter key duplication machines and MinuteKey self-service key duplication kiosks infringe KeyMe’s U.S. Patent No. 8,682,468 when those machines are used in conjunction with Hillman Group’s KeyHero system. Hillman Group filed an answer to KeyMe’s complaint on October 23, 2019, and asserted counterclaims seeking declaratory judgments of invalidity and noninfringement of U.S. Patent No. 8,682,468. On May 4, 2020, the Delaware Court entered a scheduling order setting trial for November 2021. KeyMe served its initial infringement contentions on June 11, 2020, with Hillman Group serving its initial invalidity contentions on July 16, 2020. The Delaware Court held a claim construction hearing on November 24, 2020, and issued its claim construction order on January 25, 2021. Fact discovery closed in the Delaware case on January 28, 2021. KeyMe served its final infringement contentions on January 4, 2021; Hillman Group served its final invalidity contentions on January 18, 2021. Expert discovery closed on April 8, 2021. Following the close of discovery, Hillman Group filed a motion for summary judgment of noninfringement and no willful infringement in the case on April 15, 2021. As of June 14, 2021, Hillman Group and KeyMe have globally resolved all pending legal disputes, including the Texas and Delaware district court actions discussed above. On June 1, 2021, Hy-Ko Products Company LLC ("Hy-Ko"), a manufacturer of key duplication machines, filed a complaint for patent infringement against Hillman Group in the United States District Court for the Eastern District of Texas (Marshall Division). The case was assigned Civil Action No. 2:21-cv-0197. Hy-Ko's complaint alleges that Hillman's KeyKrafter and PKOR key duplication machines infringe U.S. Patent Nos. 9,656,332, 9,682,432, 9,687,920, and 10,421,113, which are assigned to Hy-Ko, and seeks damages and injunctive relief against Hillman Group. Hy-Ko's complaint additionally contains allegations of unfair competition under the Federal Lanham Act and conversion/receipt of stolen property, as well as a cause of action for "replevin" for return of stolen property. Management and legal counsel for Hillman Group are still investigating this recent suit but are initially of the opinion that Hy-Ko's claims are without merit and Hillman Group intends to vigorously defend the claims. Hillman Group is unable to estimate the possible loss or range of loss at this early stage in the case. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 26, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 $88 and $214 for the thirteen and twenty-six weeks ended June 26, 2021, respectively, and $196 and $321 for the thirteen and twenty-six weeks ended June 27, 2020, respectively. 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 $88 and $176 for the thirteen and twenty-six weeks ended June 26, 2021, respectively, and was $88 and $175 for the thirteen and twenty-six weeks ended June 27, 2020, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 26, 2021 | |
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 twenty-six weeks ended June 26, 2021 and the thirteen and twenty-six weeks ended June 27, 2020, the Company applied an estimated annual effective tax rate to the interim period pre-tax loss to calculate the income tax benefit. For the thirteen and twenty-six weeks ended June 26, 2021, the effective income tax rate was (73.0)% and 29.7%, respectively. The Company recorded an income tax provision for the thirteen weeks ended June 26, 2021 of $1,428 and an income tax benefit for the twenty-six weeks ended June 26, 2021 of $5,225. The effective tax rate for the thirteen and twenty-six weeks ended June 26, 2021 was the result of an estimated increase in GILTI from the Company's Canadian operations, state and foreign income taxes, non-deductible transaction expenses, and non-deductible stock compensation. For the thirteen and twenty-six weeks ended June 27, 2020, the effective income tax rate was 15.1% and 20.6%, respectively. The Company recorded an income tax benefit for the thirteen and twenty-six weeks ended June 27, 2020 of $895 and $5,132, respectively. The effective tax rate for the thirteen and twenty-six weeks ended June 27, 2020 was primarily due to non-deductible stock compensation, and state and foreign income taxes. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 26, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 9. Restructuring Canada Restructuring 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 restructuring activities to be completed in 2021. The following is a summary of the charges incurred: Thirteen Weeks Ended Thirteen Weeks Ended Twenty-six Weeks Ended Twenty-six Weeks Ended Facility consolidation (1) Labor expenses $ — $ 98 $ — $ 377 Consulting and legal fees — 3 — 51 Other expenses — (55) 5 662 Rent and related charges — 450 — 1,089 Severance — 483 30 532 Total $ — $ 979 $ 35 $ 2,711 (1) Facility consolidation includes labor expense related to organizing inventory and equipment in preparation for the facility consolidation, 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 Loss. The following represents the roll forward of Canada restructuring reserves for the current period: Severance and related expense Balance as of December 28, 2019 $ 1,121 Restructuring Charges 707 Cash Paid (1,519) Balance as of December 26, 2020 $ 309 Restructuring Charges 30 Cash Paid (281) Balance as of June 26, 2021 $ 58 United States Restructuring During fiscal 2019, the Company began implementing a plan to restructure the management and operations within the United States to achieve synergies and cost savings associated with the Company's acquisition activities. This restructuring includes management realignment, integration of sales and operating functions, and strategic review of the Company's product offerings. This plan was finalized during the fourth quarter of fiscal 2019. The Company incurred additional charges in fiscal 2020 and 2021 related to the consolidation of two of our distribution centers. Charges incurred in part of the United States Restructuring Plan included: Thirteen Weeks Ended Thirteen Weeks Ended Twenty-six Weeks Ended Twenty-six Weeks Ended Management realignment & integration Severance $ — $ 749 $ 74 $ 880 Facility closures Severance — 404 — 404 Other — 29 — $ 29 Total $ — $ 1,182 $ 74 $ 1,313 The following represents the roll forward of United States restructuring reserves for the current period: Severance and related expense Balance as of December 28, 2019 $ 3,286 Restructuring Charges 1,789 Cash Paid (4,250) Balance as of December 26, 2020 $ 825 Restructuring Charges 74 Cash Paid (612) Balance as of June 26, 2021 $ 287 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 26, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | The following table summarizes the Company’s debt: June 26, 2021 December 26, 2020 Revolving loans $ 158,000 $ 72,000 Senior term loan, due 2025 1,066,740 1,037,044 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 & finance leases 1,773 2,044 1,665,217 1,549,792 Unamortized premium on 11.6% Junior Subordinated Debentures 13,777 14,591 Unamortized discount on Senior term loan (5,783) (6,532) Current portion of long term debt, capital leases and finance leases (11,442) (11,481) Deferred financing fees (10,293) (10,862) Total long term debt, net $ 1,651,476 $ 1,535,508 As of June 26, 2021, there was $1,066,740 outstanding under the 2018 Term Loan. As of June 26, 2021, the Company had $158,000 outstanding under the ABL Revolver along with $27,908 of letters of credit. The Company has approximately $64,092 of available borrowings under the ABL Revolver as a source of liquidity. On April 16, 2021, the Company acquired Oz Post International, LLC ("OZCO"). The Company entered into an amendment ("OZCO Amendment") to the term loan credit agreement dated May 31, 2018 (the "2018 Term Loan"), which provided $35,000 of incremental term loan funds to be used to finance the acquisition. See Note 4 - Acquisitions for additional information regarding the OZCO acquisition. Additional information with respect to the fair value of the Company’s fixed rate senior notes and junior subordinated debentures is included in Note 13 - Fair Value Measurements. |
Leases
Leases | 6 Months Ended |
Jun. 26, 2021 | |
Leases [Abstract] | |
Finance Leases | 11. Leases Lessee The Company determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. The Company leases certain distribution center locations, vehicles, forklifts, computer equipment, and its corporate headquarters with expiration dates through 2032. Certain lease arrangements include escalating rent payments and options to extend the lease term. Expected lease terms include these options to extend or terminate the lease when it is reasonably certain the Company will exercise the option. The Company's leasing arrangements do not contain material residual value guarantees nor material restrictive covenants. The components of operating and finance lease cost for the thirteen and twenty-six weeks ended June 26, 2021 and thirteen and twenty-six weeks ended June 27, 2020 were as follows: Thirteen Weeks Ended Twenty-six Weeks Ended Thirteen Weeks Ended Twenty-six Weeks Ended Operating lease cost $ 5,149 $ 10,243 $ 4,547 $ 9,294 Short term lease costs 1,100 1,986 528 1,049 Variable lease costs 453 757 491 671 Finance lease cost: Amortization of right of use assets 224 438 200 402 Interest on lease liabilities 32 67 36 72 Rent expense totaled $6,702 and $12,986 in the thirteen and twenty-six weeks ended June 26, 2021, respectively, and $5,566 and $11,014 in the thirteen and twenty-six weeks ended June 27, 2020, respectively. Rent expense includes operating lease cost as well as expense for non-lease components such as common area maintenance, real estate taxes, real estate insurance, variable costs related to our leased vehicles and also short-term rental expenses. The implicit rate is not determinable in most of the Company’s leases, as such management uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The weighted average remaining lease terms and discount rates for all of our operating and finance leases were as follows as of June 26, 2021 and December 26, 2020: June 26, 2021 December 26, 2020 Operating Leases Finance Leases Operating Leases Finance Leases Weighted average remaining lease term 7.09 2.47 7.19 2.61 Weighted average discount rate 8.20% 7.15% 8.28% 7.14% Supplemental balance sheet information related to the Company's finance leases was as follows as of June 26, 2021 and December 26, 2020: June 26, 2021 December 26, 2020 Finance lease assets, net, included in property plant and equipment $ 1,783 $ 1,919 Current portion of long-term debt 833 872 Long-term debt, less current portion 940 1,172 Total principal payable on finance leases 1,773 2,044 Supplemental cash flow information related to the Company's operating leases was as follows for the twenty-six weeks ended June 26, 2021 and twenty-six weeks ended June 27, 2020: Twenty-six Weeks Ended Twenty-six Weeks Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflow from operating leases $ 9,778 $ 8,956 Operating cash outflow from finance leases 68 72 Financing cash outflow from finance leases 460 411 Maturities of our lease liabilities for all operating and finance leases are as follows as of June 26, 2021: Operating Leases Finance Leases Less than one year $ 18,542 $ 937 1 to 2 years 17,126 628 2 to 3 years 15,665 373 3 to 4 years 15,473 5 4 to 5 years 14,647 — After 5 years 37,231 — Total future minimum rental commitments 118,684 1,943 Less - amounts representing interest (28,642) (170) Present value of lease liabilities $ 90,042 $ 1,773 Lessor The Company has certain arrangements for key duplication equipment under which we are the lessor. These leases meet the criteria for operating lease classification. Lease income associated with these leases is not material. |
Operating Leases | 11. Leases Lessee The Company determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. The Company leases certain distribution center locations, vehicles, forklifts, computer equipment, and its corporate headquarters with expiration dates through 2032. Certain lease arrangements include escalating rent payments and options to extend the lease term. Expected lease terms include these options to extend or terminate the lease when it is reasonably certain the Company will exercise the option. The Company's leasing arrangements do not contain material residual value guarantees nor material restrictive covenants. The components of operating and finance lease cost for the thirteen and twenty-six weeks ended June 26, 2021 and thirteen and twenty-six weeks ended June 27, 2020 were as follows: Thirteen Weeks Ended Twenty-six Weeks Ended Thirteen Weeks Ended Twenty-six Weeks Ended Operating lease cost $ 5,149 $ 10,243 $ 4,547 $ 9,294 Short term lease costs 1,100 1,986 528 1,049 Variable lease costs 453 757 491 671 Finance lease cost: Amortization of right of use assets 224 438 200 402 Interest on lease liabilities 32 67 36 72 Rent expense totaled $6,702 and $12,986 in the thirteen and twenty-six weeks ended June 26, 2021, respectively, and $5,566 and $11,014 in the thirteen and twenty-six weeks ended June 27, 2020, respectively. Rent expense includes operating lease cost as well as expense for non-lease components such as common area maintenance, real estate taxes, real estate insurance, variable costs related to our leased vehicles and also short-term rental expenses. The implicit rate is not determinable in most of the Company’s leases, as such management uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The weighted average remaining lease terms and discount rates for all of our operating and finance leases were as follows as of June 26, 2021 and December 26, 2020: June 26, 2021 December 26, 2020 Operating Leases Finance Leases Operating Leases Finance Leases Weighted average remaining lease term 7.09 2.47 7.19 2.61 Weighted average discount rate 8.20% 7.15% 8.28% 7.14% Supplemental balance sheet information related to the Company's finance leases was as follows as of June 26, 2021 and December 26, 2020: June 26, 2021 December 26, 2020 Finance lease assets, net, included in property plant and equipment $ 1,783 $ 1,919 Current portion of long-term debt 833 872 Long-term debt, less current portion 940 1,172 Total principal payable on finance leases 1,773 2,044 Supplemental cash flow information related to the Company's operating leases was as follows for the twenty-six weeks ended June 26, 2021 and twenty-six weeks ended June 27, 2020: Twenty-six Weeks Ended Twenty-six Weeks Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflow from operating leases $ 9,778 $ 8,956 Operating cash outflow from finance leases 68 72 Financing cash outflow from finance leases 460 411 Maturities of our lease liabilities for all operating and finance leases are as follows as of June 26, 2021: Operating Leases Finance Leases Less than one year $ 18,542 $ 937 1 to 2 years 17,126 628 2 to 3 years 15,665 373 3 to 4 years 15,473 5 4 to 5 years 14,647 — After 5 years 37,231 — Total future minimum rental commitments 118,684 1,943 Less - amounts representing interest (28,642) (170) Present value of lease liabilities $ 90,042 $ 1,773 Lessor The Company has certain arrangements for key duplication equipment under which we are the lessor. These leases meet the criteria for operating lease classification. Lease income associated with these leases is not material. |
Derivatives and Hedging
Derivatives and Hedging | 6 Months Ended |
Jun. 26, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 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 January 8, 2018, the Company entered into a forward Interest Rate Swap Agreement ("2018 Swap 1") with three On November 8, 2018, the Company entered into another new forward Interest Rate Swap Agreement ("2018 Swap 2") with three The fair value of the 2018 Swap 1 was $110 as of June 26, 2021 and it was reported on the Condensed Consolidated Balance Sheets within other accrued expenses. The fair value of the 2018 Swap 2 was $2,659 as of June 26, 2021 and it was reported on the Condensed Consolidated Balance Sheets within other non-current liabilities. A decrease in other expense was recorded in the Statement of Comprehensive Loss for the favorable change of $1,424 in fair value since December 26, 2020. The fair value of 2018 Swap 1 was $709 as of December 26, 2020 and is reported within other accrued expenses. The fair value of 2018 Swap 2 was $3,484 as of December 26, 2020 and is reported within other non-current liabilities. The Company's interest rate swap agreements do 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. 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 13 - Fair Value Measurements. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 26, 2021 | |
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 June 26, 2021 Level 1 Level 2 Level 3 Total Trading securities $ 1,582 $ — $ — $ 1,582 Interest rate swaps — (2,769) — (2,769) Contingent consideration payable — — (12,959) (12,959) As of December 26, 2020 Level 1 Level 2 Level 3 Total Trading securities $ 1,911 $ — $ — $ 1,911 Interest rate swaps — (4,193) — (4,193) Contingent consideration payable — — (14,197) (14,197) 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 June 26, 2021 and December 26, 2020, the 2018 Swap 1 was recorded within other accrued expenses and the 2018 Swap 2 was recorded within other non-current liabilities on the accompanying Condensed Consolidated Balance Sheets. The contingent consideration represents future potential earn-out payments related to the Resharp acquisition in fiscal 2019 and the Instafob acquisition in the first quarter of 2020. The estimated fair value of the contingent earn-outs was determined using a Monte Carlo analysis examining the frequency and mean value of the resulting earn-out payments. The resulting value captures the risk associated with the form of the payout structure. The risk neutral method is applied, resulting in a value that captures the risk associated with the form of the payout structure and the projection risk. The carrying amount of the liability may fluctuate significantly and actual amounts paid may be materially different from the estimated value of the liability. As of June 26, 2021, the total contingent consideration was recorded as $1,264 of other accrued expenses and $11,695 in other non-current liabilities on the Condensed Consolidated Balance Sheets. As of December 26, 2020, the total contingent consideration was recorded as $417 of other accrued expenses and $13,780 in other non-current liabilities on the Condensed Consolidated Balance Sheets. As of June 26, 2021 compared to December 26, 2020, the Company recorded a $1,097 and $115 decrease in the Resharp and Instafob contingent consideration liability, respectively. The total $1,212 gain on the revaluation was determined by using a simulation model of the Monte Carlo analysis that included updated projections applicable to the liability as of June 26, 2021 compared to the prior valuation period and was recorded within other income in the Condensed Consolidated Statements of Comprehensive Income. The fair value of the Company's fixed rate senior notes and junior subordinated debentures as of June 26, 2021 and December 26, 2020 were determined by utilizing current trading prices obtained from indicative market data. As a result, the fair value measurements of the Company's senior term notes and debentures are considered to be Level 2. June 26, 2021 December 26, 2020 Carrying Estimated Carrying Estimated 6.375% Senior Notes $ 328,889 $ 330,330 $ 328,333 $ 327,525 Junior Subordinated Debentures 122,481 120,514 123,295 128,022 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 June 26, 2021 and December 26, 2020 as the interest rate is variable and approximates current market rates. The Company also believes the carrying amount of the long-term debt under the senior term loan approximates the fair value at June 26, 2021 and December 26, 2020 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 | 6 Months Ended |
Jun. 26, 2021 | |
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 June 26, 2021: Hardware and Protective Solutions, Robotics and Digital Solutions, and Canada. The Company evaluates the performance of its segments based on revenue and income (loss) from operations, and does not include segment assets nor non-operating 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 twenty-six weeks ended June 26, 2021 and thirteen and twenty-six weeks ended June 27, 2020. Thirteen Weeks Ended Thirteen Weeks Ended Twenty-six Weeks Ended Twenty-six Weeks Ended Revenues Hardware and Protective Solutions $ 263,129 $ 269,499 $ 514,058 $ 482,676 Robotics and Digital Solutions 66,351 42,198 122,230 98,505 Canada 46,235 35,013 80,708 61,365 Total revenues $ 375,715 $ 346,710 $ 716,996 $ 642,546 Segment income (loss) from operations Hardware and Protective Solutions $ 9,995 $ 24,423 $ 16,045 $ 33,276 Robotics and Digital Solutions 6,546 (4,510) 6,700 1,386 Canada 2,968 815 2,544 (4,488) Total income from operations $ 19,509 $ 20,728 $ 25,289 $ 30,174 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 26, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 15. Subsequent Events: On July 14, 2021, subsequent to quarter end, the Company’s parent, HMan Group Holdings, Inc., and Landcadia Holdings III, Inc. (“Landcadia” and after the Business Combination described herein, “New Hillman”), a special purpose acquisition company ("SPAC") consummated the previously announced business combination (the “Closing”) pursuant to the terms of the Agreement and Plan of Merger, dated as of January 24, 2021 (as amended on March 12, 2021, and as it may be further amended or supplemented from time to time, the “Merger Agreement”). In accordance with the terms and subject to the conditions set forth in the Merger Agreement, Landcadia paid aggregate consideration in the form of New Hillman common stock calculated as described herein and equal to a value of approximately (i) $911,300,000 plus (ii) $28,280,000, such amount being the value of 2,828,000 shares of Class B common stock of Landcadia, valued at $10.00 per share, that TJF, LLC (“TJF Sponsor”) and Jefferies Financial Group Inc., (“JFG Sponsor” and, together with TJF Sponsor, the “Sponsors”) agreed to forfeit at the Closing. In connection with the Closing, the Company entered into a new credit agreement with Jefferies Finance LLC, as administrative agent, and the lenders and other parties thereto (the “Term Credit Agreement”), which provided for a new funded term loan facility of $835.0 million and a delayed draw term loan facility of $200.0 million (of which $16.0 million was drawn). The Company also also entered into an amendment to their existing asset-based revolving credit agreement (the “ABL Amendment”) with Barclays Bank PLC, as administrative agent, and the lenders and other parties thereto (the “ABL Credit Agreement”), increasing the aggregate commitments thereunder to $250.0 million, extended the maturity and conformed certain provisions to the Term Credit Agreement. The proceeds of the funded term loans under the Term Credit Agreement and revolving credit loans under the ABL Credit Agreement were used, together with other available cash, to (1) refinance in full all outstanding term loans and to terminate all outstanding commitments under the credit agreement, dated as of May 31, 2018, (2) refinance outstanding revolving credit loans, and (3) redeem in full senior notes due July 15, 2022 (the “6.375% Senior Notes”). In anticipation of the Business Combination and the refinancings described above, on July 13, 2021, the Company delivered a notice to redeem in full 11.6% Junior Subordinated Debentures due September 30, 2027 (the “Junior Subordinated Debentures”) issued under the Indenture, dated as of September 5, 1997 (as amended and supplemented, the “Debentures Indenture”), between The Hillman Companies and The Bank of New York Mellon, a New York banking corporation, as Trustee (the “Trustee”) and deposited an amount with the Trustee sufficient to satisfy and discharge the Debentures Indenture, which is no longer in effect. Notices to redeem 4,217,837 trust preferred securities (the “Trust Preferred Securities”) issued in a public offering by the Hillman Group Capital Trust ("Trust") and 130,449 of trust common securities (the “Trust Common Securities”) issued by the Trust to Hillman Companies were also delivered on July 13, 2021. Upon the payment of the redemption price for the Debentures on August 12, 2021, the Trust will redeem the Trust Preferred Securities and the Trust Common Securities, which as of August 12, 2021 will no longer be deemed to be outstanding. The last day of trading for the Trust Preferred Securities on the New York Stock Exchange (the “NYSE”) will be August 11, 2021 and the Company is voluntarily delisting the Trust Preferred Securities from the NYSE. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 26, 2021 | |
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. The extent to which COVID-19 impacts the Company’s business and financial results will depend on numerous evolving factors including, but not limited to: the magnitude and duration of COVID-19, the extent to which it will impact worldwide macroeconomic conditions including interest rates, employment rates and health insurance coverage, the speed of the anticipated recovery, and governmental and business reactions to the pandemic. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of June 26, 2021 and through the date of this report. The accounting matters assessed included, but were not limited to the carrying value of the goodwill and other long-lived assets. While there was not a material impact to the Company’s consolidated financial statements as of and for the quarter ended June 26, 2021, the Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in material impacts to the Company’s Consolidated Financial Statements in future reporting periods. |
Revenue Recognition | 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 and rebates. 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 and rebates 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 displays our disaggregated revenue by product category: Thirteen weeks ended June 26, 2021 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue Fastening and Hardware $ 201,208 $ — $ 45,826 $ 247,034 Personal Protective 61,921 — 178 62,099 Keys and Key Accessories — 50,289 206 50,495 Engraving — 16,004 25 16,029 Resharp — 58 — 58 Consolidated $ 263,129 $ 66,351 $ 46,235 $ 375,715 Thirteen weeks ended June 27, 2020 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue Fastening and Hardware $ 190,572 $ — $ 34,726 $ 225,298 Personal Protective 78,927 — 66 78,993 Keys and Key Accessories — 30,649 220 30,869 Engraving — 11,542 1 11,543 Resharp — 7 — 7 Consolidated $ 269,499 $ 42,198 $ 35,013 $ 346,710 Twenty-six weeks ended June 26, 2021 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue Fastening and Hardware $ 367,810 $ — $ 79,917 $ 447,727 Personal Protective 146,248 — 191 146,439 Keys and Key Accessories — 92,383 567 92,950 Engraving — 29,782 33 29,815 Resharp — 65 — 65 Consolidated $ 514,058 $ 122,230 $ 80,708 $ 716,996 Twenty-six weeks ended June 27, 2020 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue Fastening and Hardware $ 340,956 $ — $ 60,047 $ 401,003 Personal Protective 141,720 — 66 141,786 Keys and Key Accessories — 74,027 1,249 75,276 Engraving — 24,461 3 24,464 Resharp — 17 — 17 Consolidated $ 482,676 $ 98,505 $ 61,365 $ 642,546 The following table disaggregates our revenue by geographic location: Thirteen weeks ended June 26, 2021 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue United States $ 257,742 $ 65,739 $ — $ 323,481 Canada 2,050 612 46,235 48,897 Mexico 3,337 — — 3,337 Consolidated $ 263,129 $ 66,351 $ 46,235 $ 375,715 Thirteen weeks ended June 27, 2020 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue United States $ 265,702 $ 41,837 $ — $ 307,539 Canada 1,272 361 35,013 36,646 Mexico 2,525 — — 2,525 Consolidated $ 269,499 $ 42,198 $ 35,013 $ 346,710 Twenty-six weeks ended June 26, 2021 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue United States $ 504,539 $ 121,039 $ — $ 625,578 Canada 3,279 1,191 80,708 85,178 Mexico 6,240 — — 6,240 Consolidated $ 514,058 $ 122,230 $ 80,708 $ 716,996 Twenty-six weeks ended June 27, 2020 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue United States $ 475,376 $ 97,683 $ — $ 573,059 Canada 2,541 822 61,365 64,728 Mexico 4,759 — — 4,759 Consolidated $ 482,676 $ 98,505 $ 61,365 $ 642,546 Our revenue by geography is allocated based on the location of our sales operations. Our Hardware and Protective Solutions segment contains sales of Big Time personal protective equipment into Canada. Our Robotics and Digital Solutions segment contains sales of MinuteKey Canada. Hardware and Protective Solutions revenues consist primarily of the delivery of fasteners, anchors, specialty fastening products, and personal protective equipment such as gloves and eye-wear as well as in-store merchandising services for the related product category. Robotics and Digital Solutions revenues consist primarily of sales of keys and identification tags through self service key duplication and engraving kiosks. It also includes our associate-assisted key duplication systems and key accessories. Canada revenues consist primarily of the delivery to Canadian customers of fasteners and related hardware items, threaded rod, keys, key duplicating systems, accessories, personal protective equipment, and identification items 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, which occurs upon delivery of the products. Judgment is required in determining the time at which to recognize revenue for the in-store services and the access to key duplicating and engraving equipment. Revenue is recognized for in-store service and access to key duplicating and engraving equipment as the related products are delivered, which approximates a time-based recognition pattern. Therefore, 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 delivery 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. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 6 Months Ended |
Jun. 26, 2021 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy | In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting which provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848). The amendments in this ASU refine the scope of ASC 848 and clarifies some of its guidance as it relates to recent rate reform activities.The new guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is currently evaluating contracts and the optional expedients provided by the new standard. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The amendments in this update remove certain exceptions of Topic 740 including: exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or gain from other items; exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment; exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. There are also additional areas of guidance in regards to: franchise and other taxes partially based on income and the interim recognition of enactment of tax laws and rate changes. The provisions of this ASU are effective for years beginning after December 15, 2020. The Company adopted this standard during fiscal 2021 and the adoption did not have a material impact on the Company's Condensed Consolidated Financial Statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 26, 2021 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | The following table displays our disaggregated revenue by product category: Thirteen weeks ended June 26, 2021 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue Fastening and Hardware $ 201,208 $ — $ 45,826 $ 247,034 Personal Protective 61,921 — 178 62,099 Keys and Key Accessories — 50,289 206 50,495 Engraving — 16,004 25 16,029 Resharp — 58 — 58 Consolidated $ 263,129 $ 66,351 $ 46,235 $ 375,715 Thirteen weeks ended June 27, 2020 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue Fastening and Hardware $ 190,572 $ — $ 34,726 $ 225,298 Personal Protective 78,927 — 66 78,993 Keys and Key Accessories — 30,649 220 30,869 Engraving — 11,542 1 11,543 Resharp — 7 — 7 Consolidated $ 269,499 $ 42,198 $ 35,013 $ 346,710 Twenty-six weeks ended June 26, 2021 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue Fastening and Hardware $ 367,810 $ — $ 79,917 $ 447,727 Personal Protective 146,248 — 191 146,439 Keys and Key Accessories — 92,383 567 92,950 Engraving — 29,782 33 29,815 Resharp — 65 — 65 Consolidated $ 514,058 $ 122,230 $ 80,708 $ 716,996 Twenty-six weeks ended June 27, 2020 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue Fastening and Hardware $ 340,956 $ — $ 60,047 $ 401,003 Personal Protective 141,720 — 66 141,786 Keys and Key Accessories — 74,027 1,249 75,276 Engraving — 24,461 3 24,464 Resharp — 17 — 17 Consolidated $ 482,676 $ 98,505 $ 61,365 $ 642,546 The following table disaggregates our revenue by geographic location: Thirteen weeks ended June 26, 2021 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue United States $ 257,742 $ 65,739 $ — $ 323,481 Canada 2,050 612 46,235 48,897 Mexico 3,337 — — 3,337 Consolidated $ 263,129 $ 66,351 $ 46,235 $ 375,715 Thirteen weeks ended June 27, 2020 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue United States $ 265,702 $ 41,837 $ — $ 307,539 Canada 1,272 361 35,013 36,646 Mexico 2,525 — — 2,525 Consolidated $ 269,499 $ 42,198 $ 35,013 $ 346,710 Twenty-six weeks ended June 26, 2021 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue United States $ 504,539 $ 121,039 $ — $ 625,578 Canada 3,279 1,191 80,708 85,178 Mexico 6,240 — — 6,240 Consolidated $ 514,058 $ 122,230 $ 80,708 $ 716,996 Twenty-six weeks ended June 27, 2020 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue United States $ 475,376 $ 97,683 $ — $ 573,059 Canada 2,541 822 61,365 64,728 Mexico 4,759 — — 4,759 Consolidated $ 482,676 $ 98,505 $ 61,365 $ 642,546 |
Acquisitions Acquisition (Table
Acquisitions Acquisition (Tables) | 6 Months Ended |
Jun. 26, 2021 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table reconciles the fair value of the acquired assets and assumed liabilities to the preliminary total purchase price of OZCO: Accounts receivable $ 1,143 Inventory 3,564 Other current assets 24 Property and equipment 595 Goodwill 9,450 Customer relationships 23,500 Trade names 2,600 Technology 4,000 Total assets acquired 44,876 Less: Liabilities assumed (5,774) Total purchase price $ 39,102 Pro forma financial information has not been presented for OZCO as their associated financial results are insignificant to the financial results of the Company on a standalone basis. |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 26, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill Amounts by Operating Segment | Goodwill amounts by reportable segment are summarized as follows: Goodwill at Acquisitions (1) Dispositions Other (2) Goodwill at December 26, 2020 June 26, 2021 Hardware and Protective Solutions $ 565,578 $ 9,450 $ — $ 13 $ 575,041 Robotics and Digital Solutions 220,936 — — — 220,936 Canada 29,686 — — 1,306 30,992 Total $ 816,200 $ 9,450 $ — $ 1,319 $ 826,969 |
Schedule of Finite-Lived Intangible Assets | Other intangibles, net, as of June 26, 2021 and December 26, 2020 consist of the following: Estimated June 26, 2021 December 26, 2020 Customer relationships 13 - 20 $ 966,515 $ 941,648 Trademarks - Indefinite Indefinite 85,890 85,603 Trademarks - Other 7 - 15 29,000 26,400 Technology and patents 7 - 12 67,774 63,749 Intangible assets, gross 1,149,179 1,117,400 Less: Accumulated amortization 322,230 291,434 Other intangibles, net $ 826,949 $ 825,966 |
Schedule of Indefinite-Lived Intangible Assets | Other intangibles, net, as of June 26, 2021 and December 26, 2020 consist of the following: Estimated June 26, 2021 December 26, 2020 Customer relationships 13 - 20 $ 966,515 $ 941,648 Trademarks - Indefinite Indefinite 85,890 85,603 Trademarks - Other 7 - 15 29,000 26,400 Technology and patents 7 - 12 67,774 63,749 Intangible assets, gross 1,149,179 1,117,400 Less: Accumulated amortization 322,230 291,434 Other intangibles, net $ 826,949 $ 825,966 |
Restructuring Restructuring (Ta
Restructuring Restructuring (Tables) | 6 Months Ended |
Jun. 26, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following is a summary of the charges incurred: Thirteen Weeks Ended Thirteen Weeks Ended Twenty-six Weeks Ended Twenty-six Weeks Ended Facility consolidation (1) Labor expenses $ — $ 98 $ — $ 377 Consulting and legal fees — 3 — 51 Other expenses — (55) 5 662 Rent and related charges — 450 — 1,089 Severance — 483 30 532 Total $ — $ 979 $ 35 $ 2,711 (1) Facility consolidation includes labor expense related to organizing inventory and equipment in preparation for the facility consolidation, 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 Loss. Thirteen Weeks Ended Thirteen Weeks Ended Twenty-six Weeks Ended Twenty-six Weeks Ended Management realignment & integration Severance $ — $ 749 $ 74 $ 880 Facility closures Severance — 404 — 404 Other — 29 — $ 29 Total $ — $ 1,182 $ 74 $ 1,313 |
Schedule of Restructuring Reserve by Type of Cost | The following represents the roll forward of Canada restructuring reserves for the current period: Severance and related expense Balance as of December 28, 2019 $ 1,121 Restructuring Charges 707 Cash Paid (1,519) Balance as of December 26, 2020 $ 309 Restructuring Charges 30 Cash Paid (281) Balance as of June 26, 2021 $ 58 The following represents the roll forward of United States restructuring reserves for the current period: Severance and related expense Balance as of December 28, 2019 $ 3,286 Restructuring Charges 1,789 Cash Paid (4,250) Balance as of December 26, 2020 $ 825 Restructuring Charges 74 Cash Paid (612) Balance as of June 26, 2021 $ 287 |
Long-Term Debt Long Term Debt (
Long-Term Debt Long Term Debt (Tables) | 6 Months Ended |
Jun. 26, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table summarizes the Company’s debt: June 26, 2021 December 26, 2020 Revolving loans $ 158,000 $ 72,000 Senior term loan, due 2025 1,066,740 1,037,044 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 & finance leases 1,773 2,044 1,665,217 1,549,792 Unamortized premium on 11.6% Junior Subordinated Debentures 13,777 14,591 Unamortized discount on Senior term loan (5,783) (6,532) Current portion of long term debt, capital leases and finance leases (11,442) (11,481) Deferred financing fees (10,293) (10,862) Total long term debt, net $ 1,651,476 $ 1,535,508 |
Leases Leases (Tables)
Leases Leases (Tables) | 6 Months Ended |
Jun. 26, 2021 | |
Leases [Abstract] | |
Lease, Cost | The components of operating and finance lease cost for the thirteen and twenty-six weeks ended June 26, 2021 and thirteen and twenty-six weeks ended June 27, 2020 were as follows: Thirteen Weeks Ended Twenty-six Weeks Ended Thirteen Weeks Ended Twenty-six Weeks Ended Operating lease cost $ 5,149 $ 10,243 $ 4,547 $ 9,294 Short term lease costs 1,100 1,986 528 1,049 Variable lease costs 453 757 491 671 Finance lease cost: Amortization of right of use assets 224 438 200 402 Interest on lease liabilities 32 67 36 72 June 26, 2021 December 26, 2020 Operating Leases Finance Leases Operating Leases Finance Leases Weighted average remaining lease term 7.09 2.47 7.19 2.61 Weighted average discount rate 8.20% 7.15% 8.28% 7.14% Supplemental cash flow information related to the Company's operating leases was as follows for the twenty-six weeks ended June 26, 2021 and twenty-six weeks ended June 27, 2020: Twenty-six Weeks Ended Twenty-six Weeks Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflow from operating leases $ 9,778 $ 8,956 Operating cash outflow from finance leases 68 72 Financing cash outflow from finance leases 460 411 |
Assets and Liabilities, Lessee | Supplemental balance sheet information related to the Company's finance leases was as follows as of June 26, 2021 and December 26, 2020: June 26, 2021 December 26, 2020 Finance lease assets, net, included in property plant and equipment $ 1,783 $ 1,919 Current portion of long-term debt 833 872 Long-term debt, less current portion 940 1,172 Total principal payable on finance leases 1,773 2,044 |
Lessee, Operating Lease, Liability Maturity | Maturities of our lease liabilities for all operating and finance leases are as follows as of June 26, 2021: Operating Leases Finance Leases Less than one year $ 18,542 $ 937 1 to 2 years 17,126 628 2 to 3 years 15,665 373 3 to 4 years 15,473 5 4 to 5 years 14,647 — After 5 years 37,231 — Total future minimum rental commitments 118,684 1,943 Less - amounts representing interest (28,642) (170) Present value of lease liabilities $ 90,042 $ 1,773 |
Lessee, Financing Lease, Liability Maturity | Maturities of our lease liabilities for all operating and finance leases are as follows as of June 26, 2021: Operating Leases Finance Leases Less than one year $ 18,542 $ 937 1 to 2 years 17,126 628 2 to 3 years 15,665 373 3 to 4 years 15,473 5 4 to 5 years 14,647 — After 5 years 37,231 — Total future minimum rental commitments 118,684 1,943 Less - amounts representing interest (28,642) (170) Present value of lease liabilities $ 90,042 $ 1,773 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 26, 2021 | |
Fair Value Disclosures [Abstract] | |
Measurement of Assets and Liabilities at Fair Value on Recurring Basis | The following tables set forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis during the period, by level, within the fair value hierarchy: As of June 26, 2021 Level 1 Level 2 Level 3 Total Trading securities $ 1,582 $ — $ — $ 1,582 Interest rate swaps — (2,769) — (2,769) Contingent consideration payable — — (12,959) (12,959) As of December 26, 2020 Level 1 Level 2 Level 3 Total Trading securities $ 1,911 $ — $ — $ 1,911 Interest rate swaps — (4,193) — (4,193) Contingent consideration payable — — (14,197) (14,197) |
Fair Value of Company's Fixed Rate Senior Notes and Junior Subordinated Debentures | The fair value of the Company's fixed rate senior notes and junior subordinated debentures as of June 26, 2021 and December 26, 2020 were determined by utilizing current trading prices obtained from indicative market data. As a result, the fair value measurements of the Company's senior term notes and debentures are considered to be Level 2. June 26, 2021 December 26, 2020 Carrying Estimated Carrying Estimated 6.375% Senior Notes $ 328,889 $ 330,330 $ 328,333 $ 327,525 Junior Subordinated Debentures 122,481 120,514 123,295 128,022 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 26, 2021 | |
Segment Reporting [Abstract] | |
Revenues and Income from Operations for Reportable Segments | The table below presents revenues and income (loss) from operations for our reportable segments for the thirteen and twenty-six weeks ended June 26, 2021 and thirteen and twenty-six weeks ended June 27, 2020. Thirteen Weeks Ended Thirteen Weeks Ended Twenty-six Weeks Ended Twenty-six Weeks Ended Revenues Hardware and Protective Solutions $ 263,129 $ 269,499 $ 514,058 $ 482,676 Robotics and Digital Solutions 66,351 42,198 122,230 98,505 Canada 46,235 35,013 80,708 61,365 Total revenues $ 375,715 $ 346,710 $ 716,996 $ 642,546 Segment income (loss) from operations Hardware and Protective Solutions $ 9,995 $ 24,423 $ 16,045 $ 33,276 Robotics and Digital Solutions 6,546 (4,510) 6,700 1,386 Canada 2,968 815 2,544 (4,488) Total income from operations $ 19,509 $ 20,728 $ 25,289 $ 30,174 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 375,715 | $ 346,710 | $ 716,996 | $ 642,546 |
Fastening and Hardware | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 247,034 | 225,298 | 447,727 | 401,003 |
Personal Protective | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 62,099 | 78,993 | 146,439 | 141,786 |
Keys and Key Accessories | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 50,495 | 30,869 | 92,950 | 75,276 |
Engraving | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 16,029 | 11,543 | 29,815 | 24,464 |
Resharp | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 58 | 7 | 65 | 17 |
Hardware and Protective Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 263,129 | 269,499 | 514,058 | 482,676 |
Hardware and Protective Solutions | Fastening and Hardware | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 201,208 | 190,572 | 367,810 | 340,956 |
Hardware and Protective Solutions | Personal Protective | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 61,921 | 78,927 | 146,248 | 141,720 |
Hardware and Protective Solutions | Keys and Key Accessories | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Hardware and Protective Solutions | Engraving | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Hardware and Protective Solutions | Resharp | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Robotics and Digital Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 66,351 | 42,198 | 122,230 | 98,505 |
Robotics and Digital Solutions | Fastening and Hardware | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Robotics and Digital Solutions | Personal Protective | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Robotics and Digital Solutions | Keys and Key Accessories | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 50,289 | 30,649 | 92,383 | 74,027 |
Robotics and Digital Solutions | Engraving | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 16,004 | 11,542 | 29,782 | 24,461 |
Robotics and Digital Solutions | Resharp | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 58 | 7 | 65 | 17 |
Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 46,235 | 35,013 | 80,708 | 61,365 |
Canada | Fastening and Hardware | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 45,826 | 34,726 | 79,917 | 60,047 |
Canada | Personal Protective | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 178 | 66 | 191 | 66 |
Canada | Keys and Key Accessories | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 206 | 220 | 567 | 1,249 |
Canada | Engraving | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 25 | 1 | 33 | 3 |
Canada | Resharp | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 323,481 | 307,539 | 625,578 | 573,059 |
United States | Hardware and Protective Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 257,742 | 265,702 | 504,539 | 475,376 |
United States | Robotics and Digital Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 65,739 | 41,837 | 121,039 | 97,683 |
United States | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 48,897 | 36,646 | 85,178 | 64,728 |
Canada | Hardware and Protective Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 2,050 | 1,272 | 3,279 | 2,541 |
Canada | Robotics and Digital Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 612 | 361 | 1,191 | 822 |
Canada | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 46,235 | 35,013 | 80,708 | 61,365 |
Mexico | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 3,337 | 2,525 | 6,240 | 4,759 |
Mexico | Hardware and Protective Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 3,337 | 2,525 | 6,240 | 4,759 |
Mexico | Robotics and Digital Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Mexico | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 0 | $ 0 | $ 0 | $ 0 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | Apr. 16, 2021USD ($) |
Ozco [Member] | Ozco Term Amendment [Member] | |
Business Acquisition [Line Items] | |
Debt Instrument, Face Amount | $ 35,000 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Jun. 26, 2021 | Apr. 16, 2021 | Dec. 26, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 826,969 | $ 816,200 | |
Ozco [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 1,143 | ||
Inventory | 3,564 | ||
Other current assets | 24 | ||
Property and equipment | 595 | ||
Goodwill | 9,450 | ||
Total assets acquired | 44,876 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 5,774 | ||
Total purchase price | 39,102 | ||
Customer relationships | Ozco [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 23,500 | ||
Technology and patents | Ozco [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 4,000 | ||
Trade names | Ozco [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 2,600 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Summary of Goodwill Amounts by Operating Segment (Detail) $ in Thousands | 6 Months Ended |
Jun. 26, 2021USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 816,200 |
Acquisitions (1) | 9,450 |
Dispositions | 0 |
Other | 1,319 |
Ending balance | 826,969 |
Hardware and Protective Solutions | |
Goodwill [Roll Forward] | |
Beginning balance | 565,578 |
Acquisitions (1) | 9,450 |
Dispositions | 0 |
Other | 13 |
Ending balance | 575,041 |
Robotics and Digital Solutions | |
Goodwill [Roll Forward] | |
Beginning balance | 220,936 |
Acquisitions (1) | 0 |
Dispositions | 0 |
Other | 0 |
Ending balance | 220,936 |
Canada | |
Goodwill [Roll Forward] | |
Beginning balance | 29,686 |
Acquisitions (1) | 0 |
Dispositions | 0 |
Other | 1,306 |
Ending balance | $ 30,992 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Components of Other Intangibles, Net (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | Dec. 26, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, gross | $ 1,149,179,000 | $ 1,149,179,000 | $ 1,117,400,000 | ||
Less: Accumulated amortization | 322,230,000 | 322,230,000 | 291,434,000 | ||
Other intangibles, net | 826,949,000 | 826,949,000 | 825,966,000 | ||
Amortization | 15,414,000 | $ 14,865,000 | 30,323,000 | $ 29,713,000 | |
Amortization | 15,414,000 | $ 14,865,000 | 30,323,000 | $ 29,713,000 | |
Trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Indefinite Intangible assets, gross | 85,890,000 | 85,890,000 | 85,603,000 | ||
Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, gross | 966,515,000 | $ 966,515,000 | 941,648,000 | ||
Customer relationships | Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 13 years | ||||
Customer relationships | Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||||
Trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, gross | 29,000,000 | $ 29,000,000 | 26,400,000 | ||
Trademarks | Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 7 years | ||||
Trademarks | Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||||
Technology and patents | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, gross | $ 67,774,000 | $ 67,774,000 | $ 63,749,000 | ||
Technology and patents | Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 7 years | ||||
Technology and patents | Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 12 years |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 15,414 | $ 14,865 | $ 30,323 | $ 29,713 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Detail) | 3 Months Ended |
Jun. 26, 2021USD ($) | |
Loss Contingencies [Line Items] | |
Losses up to per occurrence related to product liability, automotive, workers' compensation and general liability | $ 250,000 |
Letters of credit, outstanding | 27,908,000 |
Maximum [Member] | |
Loss Contingencies [Line Items] | |
Occurrences in excess for purchased catastrophic coverage | 60,000,000 |
Minimum [Member] | |
Loss Contingencies [Line Items] | |
Occurrences in excess for purchased catastrophic coverage | 250,000 |
Insurance Claims | |
Loss Contingencies [Line Items] | |
Liability recorded for such risk insurance reserves | 2,520,000 |
Group Health Insurance Claims | |
Loss Contingencies [Line Items] | |
Losses up to per occurrence related to product liability, automotive, workers' compensation and general liability | 250,000 |
Liability recorded for such risk insurance reserves | $ 2,300,000 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Related Party Transaction [Line Items] | ||||
Related party expenses | $ 88 | $ 196 | $ 214 | $ 321 |
Industrial Warehouse and Office Facility Lease Agreement - Manns | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | $ 88 | $ 88 | $ 176 | $ 175 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rates | (73.00%) | 15.10% | 29.70% | 20.60% |
Income tax provision (benefit) | $ 1,428 | $ (895) | $ (5,225) | $ (5,132) |
Restructuring - Summary of Cost
Restructuring - Summary of Costs Incurred (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Canada | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges, Total | $ 0 | $ 979 | $ 35 | $ 2,711 |
Canada | Facility Consolidation [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Labor expenses | 0 | 98 | 0 | 377 |
Other expenses | 0 | (55) | 5 | 662 |
Rent and related charges | 0 | 450 | 0 | 1,089 |
Consulting and legal fees | 0 | 3 | 0 | 51 |
Severance | 0 | 483 | 30 | 532 |
United States | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges, Total | 0 | 1,182 | 74 | 1,313 |
United States | Management realignment & integration | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance | 0 | 749 | 74 | 880 |
United States | Facility closures | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other expenses | 0 | 29 | 0 | 29 |
Severance | $ 0 | $ 404 | $ 0 | $ 404 |
Restructuring - Restructuring R
Restructuring - Restructuring Reserve (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | Dec. 26, 2020 | |
United States | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Charges | $ 0 | $ 1,182 | $ 74 | $ 1,313 | |
United States | Employee Severance [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | 825 | 3,286 | $ 3,286 | ||
Restructuring Charges | 74 | 1,789 | |||
Payments for Restructuring | (612) | (4,250) | |||
Ending balance | 287 | 287 | 825 | ||
Canada | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Charges | 0 | $ 979 | 35 | 2,711 | |
Canada | Employee Severance [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | 309 | $ 1,121 | 1,121 | ||
Restructuring Charges | 30 | 707 | |||
Payments for Restructuring | (281) | (1,519) | |||
Ending balance | $ 58 | $ 58 | $ 309 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Detail) - USD ($) $ in Thousands | Jun. 26, 2021 | Dec. 26, 2020 |
Debt Instrument [Line Items] | ||
Letters of credit, outstanding | $ 27,908 | |
Revolving loans | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 158,000 | $ 72,000 |
Remaining borrowing capacity | 64,092 | |
Senior term loan, due 2025 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 1,066,740 | $ 1,037,044 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 26, 2021 | Dec. 26, 2020 |
Debt Instrument [Line Items] | ||
Capital & finance leases | $ 1,773 | $ 2,044 |
Long-term debt, capital and finance leases | 1,665,217 | 1,549,792 |
Unamortized premium on 11.6% Junior Subordinated Debentures | 13,777 | 14,591 |
Unamortized discount on Senior term loan | 5,783 | 6,532 |
Current portion of long term debt, capital leases and finance leases | (11,442) | (11,481) |
Deferred financing fees | 10,293 | 10,862 |
Long-term debt | 1,651,476 | 1,535,508 |
Revolving loans | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 158,000 | 72,000 |
Senior term loan, due 2025 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 1,066,740 | 1,037,044 |
6.375% Senior Notes, due 2022 | ||
Debt Instrument [Line Items] | ||
Debt instrument, stated rate | 6.375% | |
Long-term debt, gross | $ 330,000 | 330,000 |
11.6% Junior Subordinated Debentures - Preferred | ||
Debt Instrument [Line Items] | ||
Debt instrument, stated rate | 11.60% | |
Long-term debt, gross | $ 105,443 | 105,443 |
Junior Subordinated Debentures - Common | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 3,261 | $ 3,261 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Leases [Abstract] | ||||
Operating lease cost | $ 5,149 | $ 4,547 | $ 10,243 | $ 9,294 |
Short term lease costs | 1,100 | 528 | 1,986 | 1,049 |
Variable lease costs | 453 | 491 | 757 | 671 |
Amortization of right of use assets | 224 | 200 | 438 | 402 |
Interest on lease liabilities | $ 32 | $ 36 | $ 67 | $ 72 |
Leases - Lease Maturities (Deta
Leases - Lease Maturities (Details) - USD ($) $ in Thousands | Jun. 26, 2021 | Dec. 26, 2020 |
Operating Leases | ||
Less than one year | $ 18,542 | |
1 to 2 years | 17,126 | |
2 to 3 years | 15,665 | |
3 to 4 years | 15,473 | |
4 to 5 years | 14,647 | |
After 5 years | 37,231 | |
Total future minimum rental commitments | 118,684 | |
Less - amounts representing interest | (28,642) | |
Present value of lease liabilities | 90,042 | |
Finance Leases | ||
Less than one year | 937 | |
1 to 2 years | 628 | |
2 to 3 years | 373 | |
3 to 4 years | 5 | |
4 to 5 years | 0 | |
After 5 years | 0 | |
Total future minimum rental commitments | 1,943 | |
Less - amounts representing interest | (170) | |
Present value of lease liabilities | $ 1,773 | $ 2,044 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Leases [Abstract] | ||||
Rent expense | $ 6,702 | $ 5,566 | $ 12,986 | $ 11,014 |
Leases - Weighted Average Assum
Leases - Weighted Average Assumptions (Details) | Jun. 26, 2021 | Dec. 26, 2020 |
Leases [Abstract] | ||
Operating leases, weighted average remaining term | 7 years 1 month 2 days | 7 years 2 months 8 days |
Finance lease, weighted average remaining term | 2 years 5 months 19 days | 2 years 7 months 9 days |
Operating lease, weighted average discount rate | 8.20% | 8.28% |
Finance lease, weighted average discount rate | 7.15% | 7.14% |
Leases - Finance Lease Balance
Leases - Finance Lease Balance Sheet Locations (Details) - USD ($) $ in Thousands | Jun. 26, 2021 | Dec. 26, 2020 |
Leases [Abstract] | ||
Finance lease, right of use assets | $ 1,783 | $ 1,919 |
Current portion of long-term debt | 833 | 872 |
Long-term debt, less current portion | 940 | 1,172 |
Total principal payable on finance leases | $ 1,773 | $ 2,044 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 26, 2021 | Jun. 27, 2020 | |
Leases [Abstract] | ||
Operating cash outflow from operating leases | $ 9,778 | $ 8,956 |
Operating cash outflow from finance leases | 68 | 72 |
Financing cash outflow from finance leases | $ 460 | $ 411 |
Derivatives and Hedging - Narra
Derivatives and Hedging - Narrative (Details) - USD ($) $ in Thousands | Nov. 08, 2018 | Jan. 08, 2018 | Jun. 26, 2021 | Dec. 26, 2020 |
Interest Rate Swap Agreement - 2018 Swap 1 | ||||
Derivative [Line Items] | ||||
Term of derivative instrument | 3 years | |||
Interest Rate Swap Agreement - 2018 Swap 2 | ||||
Derivative [Line Items] | ||||
Term of derivative instrument | 3 years | |||
Not Designated as Hedging Instrument | Interest rate swaps | ||||
Derivative [Line Items] | ||||
Gain (loss) on change in fair value | $ (1,424) | |||
Not Designated as Hedging Instrument | Interest Rate Swap Agreement - 2018 Swap 1 | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | $ 90,000 | |||
Fixed interest rate | 2.30% | |||
Basis spread on variable rate | 4.00% | |||
Variable interest rate | 6.30% | |||
Not Designated as Hedging Instrument | Interest Rate Swap Agreement - 2018 Swap 2 | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | $ 60,000 | |||
Fixed interest rate | 3.10% | |||
Basis spread on variable rate | 4.00% | |||
Variable interest rate | 7.10% | |||
Other Current Liabilities [Member] | Not Designated as Hedging Instrument | Interest rate swaps | ||||
Derivative [Line Items] | ||||
Derivative liability | $ (110) | $ (709) | ||
Other Noncurrent Liabilities [Member] | Not Designated as Hedging Instrument | Interest rate swaps | ||||
Derivative [Line Items] | ||||
Derivative liability | $ (2,659) | $ (3,484) |
Fair Value Measurements - Measu
Fair Value Measurements - Measurement of Assets and Liabilities at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Dec. 26, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business Combination, Contingent Consideration, Liability | $ (12,959) | $ (14,197) | |
Change in fair value of contingent consideration | (1,212) | $ (1,300) | |
Resharp | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Change in fair value of contingent consideration | (1,097) | ||
Instafob [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Change in fair value of contingent consideration | (115) | ||
Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business Combination, Contingent Consideration, Liability | 0 | 0 | |
Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business Combination, Contingent Consideration, Liability | 0 | 0 | |
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business Combination, Contingent Consideration, Liability | (12,959) | (14,197) | |
Fair Value Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Trading securities | 1,582 | 1,911 | |
Fair Value Measurements, Recurring | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Trading securities | 1,582 | 1,911 | |
Fair Value Measurements, Recurring | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Trading securities | 0 | 0 | |
Fair Value Measurements, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Trading securities | 0 | 0 | |
Interest rate swaps | Fair Value Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | (2,769) | (4,193) | |
Interest rate swaps | Fair Value Measurements, Recurring | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | 0 | 0 | |
Interest rate swaps | Fair Value Measurements, Recurring | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | (2,769) | (4,193) | |
Interest rate swaps | Fair Value Measurements, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | 0 | 0 | |
Other Current Liabilities [Member] | Instafob [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Current | 1,264 | 417 | |
Other Noncurrent Liabilities [Member] | Resharp | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 11,695 | $ 13,780 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Company's Fixed Rate Senior Notes and Junior Subordinated Debentures (Details) - USD ($) $ in Thousands | Jun. 26, 2021 | Dec. 26, 2020 |
6.375% Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument, stated rate | 6.375% | |
6.375% Senior Notes | Carrying Amount | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt | $ 328,889 | $ 328,333 |
6.375% Senior Notes | Estimated Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt | 330,330 | 327,525 |
Junior Subordinated Debentures | Carrying Amount | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt | 122,481 | 123,295 |
Junior Subordinated Debentures | Estimated Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt | $ 120,514 | $ 128,022 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 6 Months Ended |
Jun. 26, 2021Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Reporting - Revenues an
Segment Reporting - Revenues and Income from Operations for Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2021 | Jun. 27, 2020 | Jun. 26, 2021 | Jun. 27, 2020 | |
Revenues | ||||
Net sales | $ 375,715 | $ 346,710 | $ 716,996 | $ 642,546 |
Segment income (loss) from operations | ||||
Total income from operations | 19,509 | 20,728 | 25,289 | 30,174 |
Hardware and Protective Solutions | ||||
Revenues | ||||
Net sales | 263,129 | 269,499 | 514,058 | 482,676 |
Segment income (loss) from operations | ||||
Total income from operations | 9,995 | 24,423 | 16,045 | 33,276 |
Robotics and Digital Solutions | ||||
Revenues | ||||
Net sales | 66,351 | 42,198 | 122,230 | 98,505 |
Segment income (loss) from operations | ||||
Total income from operations | 6,546 | (4,510) | 6,700 | 1,386 |
Canada | ||||
Revenues | ||||
Net sales | 46,235 | 35,013 | 80,708 | 61,365 |
Segment income (loss) from operations | ||||
Total income from operations | $ 2,968 | $ 815 | $ 2,544 | $ (4,488) |