Cover Page
Cover Page - shares | 6 Months Ended | ||||||
Jun. 25, 2022 | Aug. 02, 2022 | Dec. 25, 2021 | Jul. 14, 2021 | Jun. 26, 2021 | Mar. 27, 2021 | Dec. 26, 2020 | |
Entity Information [Line Items] | |||||||
Document Type | 10-Q | ||||||
Document Quarterly Report | true | ||||||
Document Transition Report | false | ||||||
Entity File Number | 001-39609 | ||||||
Entity Registrant Name | Hillman Solutions Corp. | ||||||
Entity Incorporation, State or Country Code | DE | ||||||
Entity Tax Identification Number | 85-2096734 | ||||||
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 | ||||||
City Area Code | 513 | ||||||
Local Phone Number | 851-4900 | ||||||
Entity Current Reporting Status | Yes | ||||||
Entity Interactive Data Current | Yes | ||||||
Entity Filer Category | Non-accelerated Filer | ||||||
Entity Small Business | false | ||||||
Entity Emerging Growth Company | false | ||||||
Entity Shell Company | false | ||||||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||||||
Trading Symbol | HLMN | ||||||
Security Exchange Name | NASDAQ | ||||||
Amendment Flag | false | ||||||
Document Fiscal Period Focus | Q2 | ||||||
Entity Central Index Key | 0001822492 | ||||||
Current Fiscal Year End Date | --12-31 | ||||||
Common stock, shares issued | 194,359,084 | 194,083,625 | |||||
Common stock, shares outstanding | 194,270,779 | 193,995,320 | 187,392,901 | 91,221,000 | 91,203,000 | 90,935,000 | |
Document Period End Date | Jun. 25, 2022 | ||||||
Document Fiscal Year Focus | 2022 | ||||||
Entity Common Stock, Shares Outstanding | 194,394,767 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 25, 2022 | Dec. 25, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 17,723 | $ 14,605 |
Accounts receivable, net of allowances of $2,579 ($2,891 - 2021) | 132,846 | 107,212 |
Inventories, net | 574,848 | 533,530 |
Other current assets | 18,761 | 12,962 |
Total current assets | 744,178 | 668,309 |
Property and equipment, net of accumulated depreciation of $309,464 ($284,069 - 2021) | 176,824 | 174,312 |
Goodwill | 825,070 | 825,371 |
Other intangibles, net of accumulated amortization of $383,715 ($352,695 - 2021) | 765,888 | 794,700 |
Operating lease right of use assets | 77,925 | 82,269 |
Deferred tax assets | 0 | 1,323 |
Other assets | 26,414 | 16,638 |
Total assets | 2,616,299 | 2,562,922 |
Current liabilities: | ||
Accounts payable | 187,527 | 186,126 |
Current portion of debt and finance lease liabilities | 11,860 | 11,404 |
Current portion of operating lease liabilities | 12,777 | 13,088 |
Accrued expenses: | ||
Salaries and wages | 11,076 | 8,606 |
Pricing allowances | 8,815 | 10,672 |
Income and other taxes | 4,782 | 4,829 |
Interest | 1,562 | 1,519 |
Other accrued liabilities | 44,335 | 41,052 |
Total current liabilities | 282,734 | 277,296 |
Long-term debt | 929,246 | 906,531 |
Deferred tax liabilities | 145,394 | 137,764 |
Operating lease liabilities | 70,741 | 74,476 |
Other non-current liabilities | 11,096 | 16,760 |
Total liabilities | 1,439,211 | 1,412,827 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity: | ||
Common stock, $0.0001 par, 500,000,000 shares authorized, 194,359,084 issued and 194,270,779 outstanding at June 25, 2022 and 194,083,625 issued and 193,995,320 outstanding at December 25, 2021 | 20 | 20 |
Additional paid-in capital | 1,396,863 | 1,387,410 |
Accumulated deficit | (203,252) | (210,181) |
Accumulated other comprehensive income (loss) | (16,543) | (27,154) |
Total stockholders' equity | 1,177,088 | 1,150,095 |
Total liabilities and stockholders' equity | $ 2,616,299 | $ 2,562,922 |
Common stock, shares outstanding | 194,270,779 | 193,995,320 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 25, 2022 | Dec. 25, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 2,579 | $ 2,891 |
Property and equipment, accumulated depreciation | 309,464 | 284,069 |
Other intangibles, accumulated amortization | $ 383,715 | $ 352,695 |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 194,359,084 | 194,083,625 |
Common stock, shares outstanding | 194,270,779 | 193,995,320 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 394,114 | $ 375,715 | $ 757,127 | $ 716,996 |
Cost of sales (exclusive of depreciation and amortization shown separately below) | 220,146 | 215,967 | 433,419 | 417,265 |
Selling, general and administrative expenses | 118,229 | 111,662 | 232,767 | 214,841 |
Depreciation | 14,172 | 15,270 | 27,426 | 31,611 |
Amortization | 15,566 | 15,414 | 31,087 | 30,323 |
Management fees to related party | 0 | 88 | 0 | 214 |
Other (income) expense, net | (1,772) | (2,195) | (4,194) | (2,547) |
Income (loss) from operations | 27,773 | 19,509 | 36,622 | 25,289 |
Interest expense, net | 12,533 | 19,159 | 24,161 | 38,178 |
Interest expense on junior subordinated debentures | 0 | 3,152 | 0 | 6,304 |
(Gain) loss on mark-to-market adjustments | 0 | (751) | 0 | (1,424) |
Investment income on trust common securities | 0 | (94) | 0 | (189) |
Income (loss) before income taxes | 15,240 | (1,957) | 12,461 | (17,580) |
Income tax provision (benefit) | 6,424 | 1,428 | 5,532 | (5,225) |
Net income (loss) | $ 8,816 | $ (3,385) | $ 6,929 | $ (12,355) |
Basic income (loss) per share (in usd per share) | $ 0.05 | $ 0.04 | $ (0.04) | $ (0.14) |
Weighted average basic shares outstanding | 194,135 | 194,071 | 91,217 | 91,266 |
Diluted income (loss) per share (in usd per share) | $ 0.04 | $ 0.04 | $ (0.04) | $ (0.14) |
Weighted Average Number of Shares Outstanding, Diluted | 196,686 | 195,932 | 91,217 | 91,266 |
Net income (loss) from above | $ 8,816 | $ (3,385) | $ 6,929 | $ (12,355) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (4,646) | 3,842 | (911) | 6,315 |
Hedging activity | 3,109 | 0 | 11,522 | 0 |
Total other comprehensive income (loss) | (1,537) | 3,842 | 10,611 | 6,315 |
Comprehensive income (loss) | $ 7,279 | $ 457 | $ 17,540 | $ (6,040) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 25, 2022 | Jun. 26, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 6,929 | $ (12,355) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 58,513 | 61,934 |
Deferred income taxes | 8,230 | (4,709) |
Deferred financing and original issue discount amortization | 2,598 | 1,800 |
Stock-based compensation expense | 8,304 | 3,537 |
Change in fair value of contingent consideration | (3,646) | (1,212) |
Other non-cash interest and change in fair value of interest rate swap | 0 | (1,424) |
Changes in operating items: | ||
Accounts receivable, net | (25,163) | (23,547) |
Inventories, net | (42,973) | (73,049) |
Other assets | (4,125) | (15,786) |
Accounts payable | 1,502 | 22,443 |
Other accrued liabilities | 4,501 | (17,471) |
Net cash provided by (used for) operating activities | 14,670 | (59,839) |
Cash flows from investing activities: | ||
Acquisition of business, net of cash received | (2,500) | (39,102) |
Capital expenditures | (28,921) | (22,684) |
Net cash used for investing activities | (31,421) | (61,786) |
Cash flows from financing activities: | ||
Repayments of senior term loans | (4,256) | (5,304) |
Borrowings on senior term loans | 0 | 35,000 |
Financing fees | 0 | (1,027) |
Borrowings on revolving credit loans | 121,000 | 128,000 |
Repayments of revolving credit loans | (97,000) | (42,000) |
Principal payments under finance lease obligations | (556) | (460) |
Proceeds from exercise of stock options | 1,149 | 1,761 |
Net cash provided by financing activities | 19,393 | 115,970 |
Effect of exchange rate changes on cash | 476 | 390 |
Net increase (decrease) in cash and cash equivalents | 3,118 | (5,265) |
Cash and cash equivalents at beginning of period | 14,605 | 21,520 |
Cash and cash equivalents at end of period | 17,723 | 16,255 |
Supplemental disclosure of cash flow information: | ||
Income taxes paid | 1,851 | 1,740 |
11.6% Junior Subordinated Debentures - Preferred | ||
Supplemental disclosure of cash flow information: | ||
Interest paid | 0 | 6,115 |
All Debt Excluding 11.6% Subordinated Debentures | ||
Supplemental disclosure of cash flow information: | ||
Interest paid | $ 20,062 | $ 34,439 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-in-capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 26, 2020 | 90,935,000 | ||||
Beginning balance at Dec. 26, 2020 | $ 364,587,000 | $ 9,000 | $ 565,815,000 | $ (171,849,000) | $ (29,388,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (8,970,000) | (8,970,000) | |||
Stock option activity, stock awards and employee stock purchase plan | 3,384,000 | 3,384,000 | |||
Change in cumulative foreign currency translation adjustment | $ 2,473,000 | 2,473,000 | |||
Ending balance (in shares) at Mar. 27, 2021 | 91,203,000 | ||||
Ending balance at Mar. 27, 2021 | $ 361,474,000 | 9,000 | 569,199,000 | (180,819,000) | (26,915,000) |
Beginning balance (in shares) at Dec. 26, 2020 | 90,935,000 | ||||
Beginning balance at Dec. 26, 2020 | $ 364,587,000 | 9,000 | 565,815,000 | (171,849,000) | (29,388,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (12,355,000) | ||||
Hedging activity | 0 | ||||
Change in cumulative foreign currency translation adjustment | $ 6,315,000 | ||||
Ending balance (in shares) at Jun. 26, 2021 | 91,221,000 | ||||
Ending balance at Jun. 26, 2021 | $ 363,845,000 | 9,000 | 571,113,000 | (184,204,000) | (23,073,000) |
Beginning balance (in shares) at Mar. 27, 2021 | 91,203,000 | ||||
Beginning balance at Mar. 27, 2021 | $ 361,474,000 | 9,000 | 569,199,000 | (180,819,000) | (26,915,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (3,385,000) | (3,385,000) | |||
Stock option activity, stock awards and employee stock purchase plan | 1,914,000 | 1,914,000 | |||
Hedging activity | 0 | ||||
Change in cumulative foreign currency translation adjustment | $ 3,842,000 | 3,842,000 | |||
Ending balance (in shares) at Jun. 26, 2021 | 91,221,000 | ||||
Ending balance at Jun. 26, 2021 | $ 363,845,000 | $ 9,000 | 571,113,000 | (184,204,000) | (23,073,000) |
Beginning balance (in shares) at Dec. 25, 2021 | 193,995,320 | 193,995,000 | |||
Beginning balance at Dec. 25, 2021 | $ 1,150,095,000 | $ 20,000 | 1,387,410,000 | (210,181,000) | (27,154,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (1,887,000) | (1,887,000) | |||
Stock option activity, stock awards and employee stock purchase plan | 6,018,000 | 6,018,000 | |||
Hedging activity | 8,413,000 | ||||
Change in cumulative foreign currency translation adjustment | 3,735,000 | 3,735,000 | |||
Ending balance (in shares) at Mar. 26, 2022 | 194,048,000 | ||||
Ending balance at Mar. 26, 2022 | $ 1,166,374,000 | $ 20,000 | 1,393,428,000 | (212,068,000) | (15,006,000) |
Beginning balance (in shares) at Dec. 25, 2021 | 193,995,320 | 193,995,000 | |||
Beginning balance at Dec. 25, 2021 | $ 1,150,095,000 | $ 20,000 | 1,387,410,000 | (210,181,000) | (27,154,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 6,929,000 | ||||
Hedging activity | 11,522,000 | ||||
Change in cumulative foreign currency translation adjustment | $ (911,000) | ||||
Ending balance (in shares) at Jun. 25, 2022 | 194,270,779 | 194,271,000 | |||
Ending balance at Jun. 25, 2022 | $ 1,177,088,000 | $ 20,000 | 1,396,863,000 | (203,252,000) | (16,543,000) |
Beginning balance (in shares) at Mar. 26, 2022 | 194,048,000 | ||||
Beginning balance at Mar. 26, 2022 | 1,166,374,000 | $ 20,000 | 1,393,428,000 | (212,068,000) | (15,006,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 8,816,000 | 8,816,000 | |||
Stock option activity, stock awards and employee stock purchase plan | 3,435,000 | 3,435,000 | |||
Hedging activity | 3,109,000 | ||||
Change in cumulative foreign currency translation adjustment | $ (4,646,000) | (4,646,000) | |||
Ending balance (in shares) at Jun. 25, 2022 | 194,270,779 | 194,271,000 | |||
Ending balance at Jun. 25, 2022 | $ 1,177,088,000 | $ 20,000 | $ 1,396,863,000 | $ (203,252,000) | $ (16,543,000) |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 25, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Hillman Solutions Corp. and its wholly-owned subsidiaries (collectively “Hillman” or the “Company”). The accompanying unaudited financial statements include the condensed consolidated accounts of the Company for the thirteen and twenty-six weeks ended June 25, 2022. Unless the context requires otherwise, references to "Hillman," "we," "us," "our," or "our Company" refer to Hillman Solutions Corp. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. 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 thirteen and twenty-six weeks ended June 25, 2022 do not necessarily indicate the results that may be expected for the full year. For further information, refer to the Consolidated Financial Statements for the year ended December 25, 2021 and notes thereto included in the Form 10-K filed on March 16, 2022 with the Securities and Exchange Commission (“SEC”). On July 14, 2021, privately held HMAN Group Holdings Inc. ("Old Hillman"), 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, the "Merger Agreement”) by and among Landcadia, Helios Sun Merger Sub, a wholly-owned subsidiary of Landcadia (“Merger Sub”), HMAN Group Holdings Inc., a Delaware corporation (“Hillman Holdco”) and CCMP Sellers’ Representative, LLC, a Delaware Limited Liability Company in its capacity as the Stockholder Representative thereunder (the “Stockholder Representative”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Hillman Holdco with Hillman Holdco surviving the merger as a wholly owned subsidiary of New Hillman, which was renamed “Hillman Solutions Corp.” (the “Merger” and together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). Unless the context indicates otherwise, the discussion of the Company and its financial condition and results of operations is with respect to New Hillman following the closing date and Old Hillman prior to the closing date. See Note 3 - Merger Agreement for more information. “Hillman Solutions Corp.,” “HMAN Group Holdings Inc.,” and “The Hillman Companies, Inc.” are holding companies with no other operations, cash flows, material assets or liabilities other than the equity interests in “The Hillman Group, Inc.,” which is the borrower under our credit facility. In connection with the closing of the Business Combination on July 14, 2021, Landcadia changed its name from “Landcadia Holdings III, Inc." to “Hillman Solutions Corp.” and the Company’s common stock and warrants began trading on The Nasdaq Stock Market under the trading symbols “HLMN” and “HLMNW”, respectively. As of December 25, 2021, the Company exercised and redeemed all outstanding warrants. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 25, 2022 | |
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 filed on March 16, 2022 with the SEC. 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 COVID-19 as of June 25, 2022 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 Condensed Consolidated Financial Statements as of and for the thirteen and twenty-six weeks ended June 25, 2022, 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 Condensed 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 Condensed 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 25, 2022 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue Fastening and Hardware $ 225,377 $ — $ 48,473 $ 273,850 Personal Protective 54,465 — 220 54,685 Keys and Key Accessories — 49,837 792 50,629 Engraving and Resharp — 14,939 11 14,950 Consolidated $ 279,842 $ 64,776 $ 49,496 $ 394,114 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 and Resharp — 16,062 25 16,087 Consolidated $ 263,129 $ 66,351 $ 46,235 $ 375,715 Twenty-six weeks ended June 25, 2022 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue Fastening and Hardware $ 414,684 $ — $ 82,132 $ 496,816 Personal Protective 131,573 — 662 132,235 Keys and Key Accessories — 98,213 1,466 99,679 Engraving and Resharp — 28,371 26 28,397 Consolidated $ 546,257 $ 126,584 $ 84,286 $ 757,127 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 and Resharp — 29,847 33 29,880 Consolidated $ 514,058 $ 122,230 $ 80,708 $ 716,996 The following table disaggregates our revenue by geographic location: Thirteen weeks ended June 25, 2022 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue United States $ 274,417 $ 63,716 $ — $ 338,133 Canada 2,067 1,060 49,496 52,623 Mexico 3,358 — — 3,358 Consolidated $ 279,842 $ 64,776 $ 49,496 $ 394,114 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 Twenty-six weeks ended June 25, 2022 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue United States $ 535,479 $ 124,694 $ — $ 660,173 Canada 3,853 1,890 84,286 90,029 Mexico 6,925 — — 6,925 Consolidated $ 546,257 $ 126,584 $ 84,286 $ 757,127 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 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 Products 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. The Company used the practical expedient regarding the existence of a significant financing component as payments are due in less than one year after delivery of the products. |
Merger Agreement
Merger Agreement | 6 Months Ended |
Jun. 25, 2022 | |
Reverse Recapitalization [Abstract] | |
Merger Agreement | On July 14, 2021, the Merger between Old Hillman and Landcadia was consummated. Pursuant to the Merger Agreement, at the closing date of the Merger, the outstanding shares of Old Hillman common stock were converted into 91,220,901 shares of New Hillman common stock as calculated pursuant to the Merger Agreement. The Merger was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP ("Generally Accepted Accounting Principles"). Under this method of accounting, Landcadia is treated as the “acquired” company for financial reporting purposes. This determination was based primarily on Old Hillman having the ability to appoint a majority of the initial Board of Directors of the combined entity, Old Hillman's senior management comprising the majority of the senior management of the combined company, and the ongoing operations of Old Hillman comprising the ongoing operations of the combined company. Accordingly, for accounting purposes, the Merger was treated as the equivalent of New Hillman issuing shares for the net assets of Landcadia, accompanied by a recapitalization. The net assets of Landcadia were stated at carrying value, with no goodwill or other intangible assets recorded. The historical statements of the combined entity prior to the Merger are presented as those of Old Hillman with the exception of the shares and par value of equity recast to reflect the exchange ratio on the Closing Date, adjusted on a retroactive basis. A summary of the impact of the reverse recapitalization on the cash, cash equivalents and restricted cash, change in net assets and the change in common shares is included in the tables below. Landcadia cash and cash equivalents (1) $ 479,602 PIPE investment proceeds (2) 375,000 Less cash paid to underwriters and other transaction costs, net of tax (3) (36,140) Net change in cash and cash equivalents as a result of recapitalization $ 818,462 Prepaid expenses and other current assets (1) 132 Accounts payable and other accrued expenses (1) (81) Warrant liabilities (1)(4) (77,190) Change in net assets as a result of recapitalization $ 741,323 The change in number of shares outstanding as a result of the reverse recapitalization is summarized as follows: Common shares issued to New Hillman Shareholders (5) 91,220,901 Shares issued to SPAC sponsors and public shareholders (6) 58,672,000 Common shares issued to PIPE investors (2) 37,500,000 Common Shares outstanding immediately after the Business Combination 187,392,901 1. These assets and liabilities represent the reported balances as of the Closing Date immediately prior to the Business Combination. The recapitalization of the assets and liabilities from Landcadia's balance sheet was a non-cash financing activity. 2. In connection with the Business Combination, Landcadia entered into subscription agreements with certain investors (the “PIPE Investors”), pursuant to which it issued 37,500,000 shares of common stock at $10.00 per share (the “PIPE Shares”) for an aggregate purchase price of $375,000 (the “PIPE Financing”), which closed simultaneously with the consummation of the Business Combination. 3. In connection with the Business Combination, the Company incurred $36,140 of transaction costs, net of tax, consisting of underwriting, legal and other professional fees which were recorded as accumulated deficit as a reduction of proceeds. 4. The warrants acquired in the Merger include (a) redeemable warrants issued by Landcadia and sold as part of the units in the Landcadia IPO (whether they were purchased in the Landcadia IPO or thereafter in the open market), which are exercisable for an aggregate of 16,666,628 shares of common stock at a purchase price of $11.50 per share (the “Public Warrants”) and (b) warrants issued by Landcadia to the sponsors in a private placement simultaneously with the closing of the Landcadia IPO, which are exercisable for an aggregate of 8,000,000 shares of common stock at a purchase price of $11.50 per share (the “Private Placement Warrants”). 5. The Company issued 91,220,901 common shares in exchange for 553,439 Old Hillman common shares resulting in an exchange ratio of 164.83. This exchange ratio was applied to Old Hillman's common shares which further impacted common stock held at par value and additional paid in capital, as well as the calculation of weighted average shares outstanding and loss per common share. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 25, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 25, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | On April 16, 2021, the Company completed its 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 $39,834. 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 total purchase price of OZCO. Accounts receivable $ 1,341 Inventory 3,435 Other current assets 26 Property and equipment 595 Goodwill 9,093 Customer relationships 23,500 Trade names 2,600 Technology 4,000 Total assets acquired 44,590 Less: Liabilities assumed (4,756) Total purchase price $ 39,834 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. On March 7, 2022, the Company completed its acquisition of the Irvine, California-based Monkey Hook, LLC ("Monkey Hook") for a total purchase price of $2,800, which includes $300 in holdback that remains payable to the seller. Monkey Hook products are designed to hang artwork on drywall where no stud is present. Monkey Hook sells its products throughout North America and its financial results reside in the Company's Hardware and Protective Solutions reportable segment. The total purchase price is preliminary as the Company is in the process of finalizing certain working capital adjustments. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 25, 2022 | |
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 25, 2021 June 25, 2022 Hardware and Protective Solutions $ 574,698 $ (158) $ — $ 133 $ 574,673 Robotics and Digital Solutions 220,936 — — — 220,936 Canada 29,737 — — (276) 29,461 Total $ 825,371 $ (158) $ — $ (143) $ 825,070 (1) The amount relates to the Ozco acquisition, see Note 5 - Acquisitions for additional information. (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 25, 2022 and December 25, 2021 consist of the following: Estimated June 25, 2022 December 25, 2021 Customer relationships 13 - 20 $ 964,919 $ 965,054 Trademarks - Indefinite Indefinite 85,554 85,591 Trademarks - Other 7 - 15 31,387 29,000 Technology and patents 8 - 12 67,743 67,750 Intangible assets, gross 1,149,603 1,147,395 Less: Accumulated amortization 383,715 352,695 Other intangibles, net $ 765,888 $ 794,700 The amortization expense for intangible assets, including the adjustments resulting from fluctuations in foreign currency exchange rates for the thirteen and twenty-six weeks ended June 25, 2022 was $15,566 and $31,087, respectively. Amortization expense for the thirteen and twenty-six weeks ended June 26, 2021 was $15,414 and $30,323, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 25, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | The Company self-insures its general liability including product liability, automotive and workers' compensation losses up to $500 per occurrence. Catastrophic coverage has been purchased from third party insurers for occurrences up to and aggregate limits of $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 $2,711 recorded for such risks is adequate as of June 25, 2022. As of June 25, 2022, the Company has provided certain vendors and insurers letters of credit aggregating to $32,790 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 $300 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 $2,498 recorded for such risks is adequate as of June 25, 2022. The Company imports large quantities of fastener products which are subject to customs requirements and to tariffs and quotas set by governments through mutual agreements and bilateral actions. The Company could be subject to the assessment of additional duties and interest if it or its suppliers fail to comply with customs regulations or similar laws. The U.S. Department of Commerce has received requests from petitioners to conduct administrative reviews of compliance with anti-dumping duty and countervailing duty laws for certain nail products sourced from Asian countries. The Company sourced products under review from vendors in China and Taiwan during the periods selected for review. The Company accrues for the duty expense once it is determined to be probable and the amount can be reasonably estimated. 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 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. 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. On August 2, 2021, Hy-Ko filed an Amended Complaint which did not deviate substantially from the initial Complaint. Hillman responded on August 16, 2021, by filing a Motion to Dismiss the conversion and replevin claims because they are barred by the statute of limitations. In its Motion to Dismiss, Hillman also requested that the Court strike numerous paragraphs of Hy-Ko's Amended Complaint that, on their face, have nothing to do with Hy-Ko's patent infringement, unfair competition, or conversion and replevin claims. Hillman also requested that the Court order Hy-Ko to provide a more definite statement regarding its unfair competition claim. Briefing on Hillman's Motion to Dismiss was completed on September 14, 2021. On January 14, 2022, the Court denied Hillman’s motion. Hillman filed an answer with counterclaims (for declaratory judgment and for breach of a prior settlement agreement) on February 1, 2022 and Hy-Ko responded to that pleading on February 22, 2022. The Court held a claim construction hearing on February 17, 2022. On March 10, 2022, the Court issued its claim construction order, and on March 24, 2022, Hillman filed objections to certain aspects of the claim construction order. Those objections were overruled by Order dated May 2, 2022. On April 11, 2022, Hy-Ko filed a notice withdrawing certain claims from its infringement contentions. On May 3, 2022, Hy-Ko filed a motion for judgment on the pleadings, seeking dismissal of certain Hillman counterclaims. The Court denied that motion by Order dated June 14, 2022. The parties conducted a mediation on June 28, 2022, with the mediator issuing a June 29, 2022 Report stating that the mediation has been suspended. The discovery deadline is July 22, 2022. Trial has been set for October 3, 2022. Hillman believes Hy-Ko’s claims are without merit and that it has substantial defenses to Hy-Ko's claims. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 25, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | The Company has recorded aggregate management fee charges and expenses from CCMP Capital Advisors, LLC and Oak Hill Funds of $88 and $214 for the thirteen and twenty-six weeks ended June 26, 2021. Subsequent to the Business Combination on July 14, 2021, the Company is no longer being charged management fees. See Note 3 - Merger Agreement for additional details on the Business Combination. Two members of our Board of Directors, Rich Zannino and Joe Scharfenberger, are partners at CCMP. Another director, Teresa Gendron, is the CFO of Jefferies. At the Closing, Hillman, the Sponsors, CCMP Investors and the Oak Hill Investors entered into the A&R Registration Rights Agreement, pursuant to which, among other things, the parties to the A&R Registration Rights Agreement agreed not to effect any sale or distribution of any equity securities of Hillman held by any of them during the lock-up period described therein and were granted certain registration rights with respect to their respective shares of Hillman common stock, in each case, on the terms and subject to the conditions therein. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 25, 2022 | |
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 25, 2022 and the thirteen and twenty-six weeks ended June 26, 2021, the Company applied an estimated annual effective tax rate based on expected annual pre-tax income to the interim period pre-tax loss to calculate the income tax benefit. For the thirteen and twenty-six weeks ended June 25, 2022, the effective income tax rate was 42.2% and 44.4%, respectively. The Company recorded an income tax provision for the thirteen weeks ended June 25, 2022 of $6,424 and an income tax provision for the twenty-six weeks ended June 25, 2022 of $5,532. The effective tax rate for the thirteen and twenty-six weeks ended June 25, 2022 was primarily the result of an estimated increase in Global intangible low-taxed income ("GILTI") from the Company's Canadian operations. Non-deductible stock compensation and state and foreign income taxes also contributed to an increase to the effective tax rate. 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. |
Long Term Debt
Long Term Debt | 6 Months Ended |
Jun. 25, 2022 | |
Debt Disclosure [Abstract] | |
Long Term Debt | The following table summarizes the Company’s debt: June 25, 2022 December 25, 2021 Revolving loans $ 117,000 $ 93,000 Senior term loan, due 2028 846,745 851,000 Finance leases 3,064 1,782 966,809 945,782 Unamortized discount on Senior term loan (5,480) (5,948) Current portion of long-term debt and financing lease liabilities (11,860) (11,404) Deferred finance fees (20,223) (21,899) Total long-term debt, net $ 929,246 $ 906,531 As of June 25, 2022, the ABL Revolver had an outstanding amount of $117,000 and outstanding letters of credit of $32,790. The Company has $100,210 of available borrowings under the revolving credit facility as a source of liquidity as of June 25, 2022. |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jun. 25, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | 2014 Equity Incentive Plan Following the Merger and in connection with the Business Combination described in Note 3 - Merger Agreement, Landcadia Holdings III, Inc. (“Landcadia”) became the direct parent company of Old Hillman and was renamed Hillman Solutions Corp. (“New Hillman”). Shares of Class A common stock of New Hillman (“New Hillman Shares”) are publicly traded on the Nasdaq Stock Market. Consequently, the outstanding stock options issued under the 2014 Equity Incentive Plan (the “Prior Plan”) prior to the Merger were converted and modified to purchase New Hillman Shares. At the Closing, each outstanding option to acquire common stock of Hillman Holdco (a “Hillman Holdco Option”), whether vested or unvested, was assumed by New Hillman and converted into an option to purchase common stock of New Hillman (“New Hillman Option”) with substantially the same terms and conditions (including expiration date and exercise provisions) as applicable to the Hillman Holdco Option immediately prior to the Closing, except both the number of shares and the exercise price were modified using the conversion ratio at Closing. Each New Hillman Option is generally subject to the same vesting conditions as the Hillman Holdco Option from which it was converted, except that the performance-based vesting conditions of any Hillman Holdco Option granted prior to 2021 were adjusted such that the performance-based portion of the associated New Hillman Option will vest upon certain pre-established stock price hurdles. For all time based options and performance options granted during 2021, the change in fair value was immaterial and as such no additional compensation cost was recognized. For the performance options granted prior, the modification of the vesting criteria resulted in $11,482 of additional compensation expense, $8,228 of which was recognized in 2021 and $3,254 of which was recognized in twenty-six weeks ended June 25, 2022, respectively. At the Closing, (i) each share of unvested restricted Hillman Holdco common stock was cancelled and converted into the right to receive a number of shares of New Hillman restricted stock equal to the Closing Stock Per Restricted Share Amount (as defined in the Merger Agreement) with substantially the same terms and conditions as were applicable to the related share of Hillman Holdco restricted stock immediately prior to the Closing (including with respect to vesting and termination-related provisions), and (ii) each Hillman Holdco restricted stock unit was assumed by New Hillman and converted into a New Hillman restricted stock unit award with substantially the same terms and conditions as were applicable to such Hillman Holdco restricted stock unit immediately prior to the Closing (including with respect to vesting and termination-related provisions). Upon closing, the 2014 Equity Incentive Plan may grant options, stock appreciation rights, restricted stock, and other stock-based awards for up to an aggregate of 14,523,510 shares of its common stock. Stock Options The fair value of stock options is determined at the grant date using the Black-Scholes option pricing model. The time-based stock option awards generally vest evenly over four years from the grant date and performance-based options vest based on specified targets such as Company performance and Company stock price hurdles. Restricted Stock The Company granted restricted stock at the grant date fair value of the underlying common stock securities. The restrictions lapse in one quarter increments on each of the three Restricted Stock Units The restricted stock units ("RSUs") granted to employees for service generally vest after three years, subject to continued employment. The RSUs granted to non-employee directors generally vest in full on the first anniversary of the grant date. The 2014 Equity Incentive Plan had stock compensation expense of $1,258 and $6,355 recognized in the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss) for the thirteen and twenty-six weeks ended June 25, 2022, respectively, and $1,796 and $3,537 in the thirteen and twenty-six weeks ended June 26, 2021, respectively. 2021 Equity Incentive Plan Effective July 14, 2021, the Company established the 2021 Equity Incentive Plan. Under the 2021 Equity Incentive Plan (the “2021 Plan”), the maximum number of shares of common stock that may be delivered in satisfaction of awards under the 2021 Plan as of the Effective Date is (i) 7,150,814 shares, plus (ii) the number of shares of stock underlying awards under the 2014 Equity Incentive Plan that on or after the Effective Date expire or become unexercisable, or are forfeited, cancelled or otherwise terminated, in each case, without delivery of shares or cash therefore, and would have become available again for grant under the Prior Plan in accordance with its terms (not to exceed 14,523,510 shares of common stock in the aggregate). Restricted Stock Units The RSUs granted to employees for service generally vest after three years, subject to continued employment. The RSUs granted to non-employee directors generally vest in full on the sooner of (1) the first anniversary of the grant date; or (2) the next annual meeting of stockholders. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 25, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Basic earnings per share is computed based on the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share include the dilutive effect of stock options, restricted stock awards and units, and warrants. The following is a reconciliation of the basic and diluted earnings per share ("EPS") computations for both the numerator and denominator (in thousands, except per share data): Thirteen weeks ended June 25, 2022 Twenty-six weeks ended June 25, 2022 Earnings Shares Per Share Earnings Shares Per Share Net income $ 8,816 194,135 $ 0.05 $ 6,929 194,071 $ 0.04 Dilutive effect of stock options and awards — 2,551 — — 1,861 — Net income per diluted common share $ 8,816 196,686 $ 0.04 $ 6,929 195,932 $ 0.04 Thirteen weeks ended June 26, 2021 Twenty-six weeks ended June 26, 2021 Earnings Shares Per Share Earnings Shares Per Share Net loss $ (3,385) 91,217 $ (0.04) $ (12,355) 91,266 $ (0.14) Dilutive effect of stock options and awards — — — — — — Net loss per diluted common share $ (3,385) 91,217 $ (0.04) $ (12,355) 91,266 $ (0.14) |
Derivatives and Hedging
Derivatives and Hedging | 6 Months Ended |
Jun. 25, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging | FASB ASC 815, Derivatives and Hedging ("ASC 815"), provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company's objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments. The Company uses derivative financial instruments to manage its exposures to (1) interest rate fluctuations on its floating rate senior term loan 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. The Company does not enter into derivative transactions for speculative purposes and, therefore, holds no derivative instruments for trading purposes. Interest Rate Swap Agreements On January 8, 2018, the Company entered into a forward Interest Rate Swap Agreement ("2018 Swap 1") with three-year terms for a notional amount of $90,000. The forward start date of the 2018 Swap 1 was September 30, 2018 and the termination date was June 30, 2021. The 2018 Swap 1 has a determined interest rate of 2.3%. The 2018 Swap 1 was terminated on June 30, 2021. In accordance with ASC 815, the 2018 Swap 1 was not designated as a cash flow hedge and therefore changes in fair value were recorded in (Gain) loss on mark-to-market adjustments on the Company's Statements of Comprehensive Income (Loss). On November 8, 2018, the Company entered into another new forward Interest Rate Swap Agreement ("2018 Swap 2") for $60,000 notional amount. The forward start date of the 2018 Swap 2 was November 30, 2018 and the termination date is November 30, 2022. The 2018 Swap 2 has a pay fixed interest rate of 3.1%. The 2018 Swap 2 was effectively terminated on July 16, 2021 in connection with the Merger as described in Note 3 - Merger Agreement. In accordance with ASC 815, the 2018 Swap 2 was not designated as a cash flow hedge and therefore changes in fair value were recorded in (Gain) loss on mark-to-market adjustments on the Company's Statement of Comprehensive Income (Loss). On July 9, 2021, the Company entered into an interest swap agreement ("2021 Swap 1") for a notional amount of $144,000. The forward start date of the 2021 Swap 1 was July 30, 2021 and the termination date is July 31, 2024. The 2021 Swap 1 has a determined pay fixed interest rate of 0.75%. In accordance with ASC 815, the Company determined the 2021 Swap 1 constituted an effective cash flow hedge and therefore changes in fair value are recorded within other comprehensive income within the Company's Statement of Comprehensive Income (Loss) and the deferred gains or losses are reclassified out of Other comprehensive income into interest expense in the same period during which the hedged transactions affect earnings. On July 9, 2021, the Company entered into an interest swap agreement ("2021 Swap 2") for a notional amount of $216,000. The forward start date of the 2021 Swap 2 was July 30, 2021 and the termination date is July 31, 2024. The 2021 Swap 2 has a determined pay fixed interest rate of 0.76%. In accordance with ASC 815, the Company determined the 2021 Swap 2 constituted an effective cash flow hedge and therefore changes in fair value are recorded within other comprehensive income within the Company's Statement of Comprehensive Income (Loss) and the deferred gains or losses are reclassified out of Other comprehensive income into interest expense in the same period during which the hedged transactions affect earnings. On July 16, 2021, the Company modified its original 2018 Swap 2 derivative instrument ("2021 Swap 3") for a notional amount of $60,000. The forward start date of the 2021 Swap 3 was July 30, 2021 and the termination date is November 30, 2022. The 2021 Swap 3 has a determined pay fixed interest rate of 3.63%. In accordance with ASC 815, the Company determined the 2021 Swap 3 constituted an effective cash flow hedge and therefore changes in fair value are recorded within accumulated other comprehensive loss within the Company's Consolidated Balance Sheets and the deferred gains or losses are reclassified out of other comprehensive income into interest expense in the same period during which the hedged transactions affect earnings. Due to an other-than-insignificant financing element from the modification, the swap entered into during 2021 is considered a hybrid instrument, with a financing component treated as a debt instrument with an embedded at-market derivative. Within the Company’s Condensed Consolidated Balance Sheets, the financing components are carried at amortized cost and the embedded at-market derivatives are carried at fair value. The following table summarizes the Company's derivatives financial instruments: Asset Derivatives Liability Derivatives As of June 25, 2022 As of December 25, 2021 As of June 25, 2022 As of December 25, 2021 Balance Sheet Fair Value Fair Value Balance Sheet Fair Value Fair Value Derivatives designated as hedging instruments: 2021 Swap 1 Other current assets/other assets $ 7,307 $ 1,513 Other accrued expenses $ — $ (170) 2021 Swap 2 Other current assets/other assets 10,951 2,250 Other accrued liabilities — (270) 2021 Swap 3 Other current/other non-current assets 518 59 Other accrued liabilities/other non-current liabilities (926) (1,880) Total hedging instruments $ 18,776 $ 3,822 $ (926) $ (2,320) Additional information with respect to the fair value of derivative instruments is included in Note 16 - Fair Value Measurements. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 25, 2022 | |
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 accounting guidance establishes a hierarchy which requires an entity to maximize the use of quoted market prices and minimize the use of unobservable inputs. An asset or liability's level is based on the lowest level of input that is significant to the fair value measurement. The following tables set forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis during the period, by level, within the fair value hierarchy: As of June 25, 2022 Level 1 Level 2 Level 3 Total Trading securities $ 1,283 $ — $ — $ 1,283 Interest rate swaps — 17,850 — 17,850 Contingent consideration payable — — (8,598) (8,598) As of December 25, 2021 Level 1 Level 2 Level 3 Total Trading securities $ 1,686 $ — $ — $ 1,686 Interest rate swaps — 1,502 — 1,502 Contingent consideration payable — — (12,347) (12,347) 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 25, 2022 and December 25, 2021, the Company's interest rate swaps were recorded on the accompanying Condensed Consolidated Balance Sheets in accordance with ASC 815. 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 25, 2022, the total contingent consideration was recorded as $780 in other accrued expenses and $7,818 in other non-current liabilities on the Condensed Consolidated Balance Sheets, in addition to $103 in payments made during the quarter. As of December 25, 2021, the total contingent consideration was recorded as $476 in other accrued expenses and $11,871 in other non-current liabilities on the Condensed Consolidated Balance Sheets in addition to $36 of payments made during the year. As of June 25, 2022, compared to December 25, 2021, the Company recorded a $3,349 and $297 decrease in the Resharp and Instafob contingent consideration liability, respectively. The total $3,646 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 25, 2022 compared to the prior valuation period and was recorded within other income in the Condensed Consolidated Statements of Comprehensive Income (Loss). Cash, accounts receivable, short-term borrowings and accounts payable are reflected in the Condensed Consolidated Balance Sheets 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 25, 2022 and December 25, 2021 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 25, 2022 and December 25, 2021 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. 25, 2022 | |
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 25, 2022: 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 25, 2022 and thirteen and twenty-six weeks ended June 26, 2021. Thirteen Weeks Ended Thirteen Weeks Ended Twenty-six Weeks Ended Twenty-six Weeks Ended Revenues Hardware and Protective Solutions $ 279,842 $ 263,129 $ 546,257 $ 514,058 Robotics and Digital Solutions 64,776 66,351 126,584 122,230 Canada 49,496 46,235 84,286 80,708 Total revenues $ 394,114 $ 375,715 $ 757,127 $ 716,996 Segment income (loss) from operations Hardware and Protective Solutions $ 10,538 $ 9,995 $ 8,142 $ 16,045 Robotics and Digital Solutions 10,437 6,546 18,292 6,700 Canada 6,798 2,968 10,188 2,544 Total income (loss) from operations $ 27,773 $ 19,509 $ 36,622 $ 25,289 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 25, 2022 | |
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 COVID-19 as of June 25, 2022 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 Condensed Consolidated Financial Statements as of and for the thirteen and twenty-six weeks ended June 25, 2022, 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 Condensed 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 Condensed 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 25, 2022 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue Fastening and Hardware $ 225,377 $ — $ 48,473 $ 273,850 Personal Protective 54,465 — 220 54,685 Keys and Key Accessories — 49,837 792 50,629 Engraving and Resharp — 14,939 11 14,950 Consolidated $ 279,842 $ 64,776 $ 49,496 $ 394,114 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 and Resharp — 16,062 25 16,087 Consolidated $ 263,129 $ 66,351 $ 46,235 $ 375,715 Twenty-six weeks ended June 25, 2022 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue Fastening and Hardware $ 414,684 $ — $ 82,132 $ 496,816 Personal Protective 131,573 — 662 132,235 Keys and Key Accessories — 98,213 1,466 99,679 Engraving and Resharp — 28,371 26 28,397 Consolidated $ 546,257 $ 126,584 $ 84,286 $ 757,127 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 and Resharp — 29,847 33 29,880 Consolidated $ 514,058 $ 122,230 $ 80,708 $ 716,996 The following table disaggregates our revenue by geographic location: Thirteen weeks ended June 25, 2022 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue United States $ 274,417 $ 63,716 $ — $ 338,133 Canada 2,067 1,060 49,496 52,623 Mexico 3,358 — — 3,358 Consolidated $ 279,842 $ 64,776 $ 49,496 $ 394,114 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 Twenty-six weeks ended June 25, 2022 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue United States $ 535,479 $ 124,694 $ — $ 660,173 Canada 3,853 1,890 84,286 90,029 Mexico 6,925 — — 6,925 Consolidated $ 546,257 $ 126,584 $ 84,286 $ 757,127 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 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 Products 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. The Company used the practical expedient regarding the existence of a significant financing component as payments are due in less than one year after delivery of the products. |
Recent Accounting Pronouncements | 4. Recent Accounting Pronouncements: In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. 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 its contracts and the optional expedients provided by the new standard. In January 2021, FASB issued ASU 2021-01, Reference Rate Reform, to expand the scope of ASU 2020-04 by allowing an entity to apply the optional expedients, by stating that a change to the interest rate used for margining, discounting or contract price alignment for a derivative is not considered to be a change to the critical terms of the hedging relationship that requires designation. The entity may apply the contract modification relief provided in ASU 2020-04 and continue to account for the derivative in the same manner that existed prior to the changes resulting from reference rate reform or the discounting transition. The Company is currently evaluating its contracts and the optional expedients provided by the new standard. On October 28, 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends Accounting Standards Codification ("ASC") 805 to require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. This update is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to 1) the recognition of an acquired contract liability, and 2) payment terms and their effect on subsequent revenue recognized by the acquirer. The amendment is effective on fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact provided by the new standard. On March 28, 2022, the FASB issued ASU 2022-01, which clarifies the guidance in ASC Topic 815, Derivatives and Hedging on fair value hedge accounting of interest rate risk for portfolios of financial assets. The ASU amends the guidance in ASU 2017-12 which established the "last-of-layer" method for making the fair value hedge accounting for these portfolios more accessible. ASU 2022-01 renames that method the "portfolio layer'' method. Under current guidance, the last-of-layer method enables an entity to apply fair value hedging to a stated amount of a closed portfolio of prepayable financial assets without having to consider prepayment risk or credit risk when measuring those assets. ASU 2022-01 expands the scope of this guidance to allow entities to apply the portfolio layer method to portfolios of all financial assets, including both prepayable and non-prepayable financial assets. The amendment is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact provided by the new standard. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 25, 2022 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | The following table displays our disaggregated revenue by product category: Thirteen weeks ended June 25, 2022 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue Fastening and Hardware $ 225,377 $ — $ 48,473 $ 273,850 Personal Protective 54,465 — 220 54,685 Keys and Key Accessories — 49,837 792 50,629 Engraving and Resharp — 14,939 11 14,950 Consolidated $ 279,842 $ 64,776 $ 49,496 $ 394,114 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 and Resharp — 16,062 25 16,087 Consolidated $ 263,129 $ 66,351 $ 46,235 $ 375,715 Twenty-six weeks ended June 25, 2022 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue Fastening and Hardware $ 414,684 $ — $ 82,132 $ 496,816 Personal Protective 131,573 — 662 132,235 Keys and Key Accessories — 98,213 1,466 99,679 Engraving and Resharp — 28,371 26 28,397 Consolidated $ 546,257 $ 126,584 $ 84,286 $ 757,127 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 and Resharp — 29,847 33 29,880 Consolidated $ 514,058 $ 122,230 $ 80,708 $ 716,996 The following table disaggregates our revenue by geographic location: Thirteen weeks ended June 25, 2022 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue United States $ 274,417 $ 63,716 $ — $ 338,133 Canada 2,067 1,060 49,496 52,623 Mexico 3,358 — — 3,358 Consolidated $ 279,842 $ 64,776 $ 49,496 $ 394,114 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 Twenty-six weeks ended June 25, 2022 Hardware and Protective Solutions Robotics and Digital Solutions Canada Total Revenue United States $ 535,479 $ 124,694 $ — $ 660,173 Canada 3,853 1,890 84,286 90,029 Mexico 6,925 — — 6,925 Consolidated $ 546,257 $ 126,584 $ 84,286 $ 757,127 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 |
Merger Agreement (Tables)
Merger Agreement (Tables) | 6 Months Ended |
Jun. 25, 2022 | |
Reverse Recapitalization [Abstract] | |
Schedule Of Reverse Recapitalization | Landcadia cash and cash equivalents (1) $ 479,602 PIPE investment proceeds (2) 375,000 Less cash paid to underwriters and other transaction costs, net of tax (3) (36,140) Net change in cash and cash equivalents as a result of recapitalization $ 818,462 Prepaid expenses and other current assets (1) 132 Accounts payable and other accrued expenses (1) (81) Warrant liabilities (1)(4) (77,190) Change in net assets as a result of recapitalization $ 741,323 The change in number of shares outstanding as a result of the reverse recapitalization is summarized as follows: Common shares issued to New Hillman Shareholders (5) 91,220,901 Shares issued to SPAC sponsors and public shareholders (6) 58,672,000 Common shares issued to PIPE investors (2) 37,500,000 Common Shares outstanding immediately after the Business Combination 187,392,901 1. These assets and liabilities represent the reported balances as of the Closing Date immediately prior to the Business Combination. The recapitalization of the assets and liabilities from Landcadia's balance sheet was a non-cash financing activity. 2. In connection with the Business Combination, Landcadia entered into subscription agreements with certain investors (the “PIPE Investors”), pursuant to which it issued 37,500,000 shares of common stock at $10.00 per share (the “PIPE Shares”) for an aggregate purchase price of $375,000 (the “PIPE Financing”), which closed simultaneously with the consummation of the Business Combination. 3. In connection with the Business Combination, the Company incurred $36,140 of transaction costs, net of tax, consisting of underwriting, legal and other professional fees which were recorded as accumulated deficit as a reduction of proceeds. 4. The warrants acquired in the Merger include (a) redeemable warrants issued by Landcadia and sold as part of the units in the Landcadia IPO (whether they were purchased in the Landcadia IPO or thereafter in the open market), which are exercisable for an aggregate of 16,666,628 shares of common stock at a purchase price of $11.50 per share (the “Public Warrants”) and (b) warrants issued by Landcadia to the sponsors in a private placement simultaneously with the closing of the Landcadia IPO, which are exercisable for an aggregate of 8,000,000 shares of common stock at a purchase price of $11.50 per share (the “Private Placement Warrants”). 5. The Company issued 91,220,901 common shares in exchange for 553,439 Old Hillman common shares resulting in an exchange ratio of 164.83. This exchange ratio was applied to Old Hillman's common shares which further impacted common stock held at par value and additional paid in capital, as well as the calculation of weighted average shares outstanding and loss per common share. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 25, 2022 | |
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 total purchase price of OZCO. Accounts receivable $ 1,341 Inventory 3,435 Other current assets 26 Property and equipment 595 Goodwill 9,093 Customer relationships 23,500 Trade names 2,600 Technology 4,000 Total assets acquired 44,590 Less: Liabilities assumed (4,756) Total purchase price $ 39,834 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 25, 2022 | |
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 25, 2021 June 25, 2022 Hardware and Protective Solutions $ 574,698 $ (158) $ — $ 133 $ 574,673 Robotics and Digital Solutions 220,936 — — — 220,936 Canada 29,737 — — (276) 29,461 Total $ 825,371 $ (158) $ — $ (143) $ 825,070 (1) The amount relates to the Ozco acquisition, see Note 5 - Acquisitions for additional information. (2) The "Other" change to goodwill relates to adjustments resulting from fluctuations in foreign currency exchange rates for the Canada and Mexico reporting units. |
Schedule of Finite-Lived Intangible Assets | Other intangibles, net, as of June 25, 2022 and December 25, 2021 consist of the following: Estimated June 25, 2022 December 25, 2021 Customer relationships 13 - 20 $ 964,919 $ 965,054 Trademarks - Indefinite Indefinite 85,554 85,591 Trademarks - Other 7 - 15 31,387 29,000 Technology and patents 8 - 12 67,743 67,750 Intangible assets, gross 1,149,603 1,147,395 Less: Accumulated amortization 383,715 352,695 Other intangibles, net $ 765,888 $ 794,700 |
Schedule of Indefinite-Lived Intangible Assets | Other intangibles, net, as of June 25, 2022 and December 25, 2021 consist of the following: Estimated June 25, 2022 December 25, 2021 Customer relationships 13 - 20 $ 964,919 $ 965,054 Trademarks - Indefinite Indefinite 85,554 85,591 Trademarks - Other 7 - 15 31,387 29,000 Technology and patents 8 - 12 67,743 67,750 Intangible assets, gross 1,149,603 1,147,395 Less: Accumulated amortization 383,715 352,695 Other intangibles, net $ 765,888 $ 794,700 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 25, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table summarizes the Company’s debt: June 25, 2022 December 25, 2021 Revolving loans $ 117,000 $ 93,000 Senior term loan, due 2028 846,745 851,000 Finance leases 3,064 1,782 966,809 945,782 Unamortized discount on Senior term loan (5,480) (5,948) Current portion of long-term debt and financing lease liabilities (11,860) (11,404) Deferred finance fees (20,223) (21,899) Total long-term debt, net $ 929,246 $ 906,531 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 25, 2022 | |
Leases [Abstract] | |
Lease, Cost | The components of operating and finance lease costs for the thirteen and twenty-six weeks ended June 25, 2022 and thirteen and twenty-six weeks ended June 26, 2021 were as follows: Thirteen Weeks Ended Thirteen Weeks Ended Twenty-six Weeks Ended Twenty-six Weeks Ended Operating lease costs $ 4,953 $ 5,149 $ 9,948 $ 10,243 Short term lease costs 2,135 1,100 3,987 1,986 Variable lease costs 551 453 877 757 Finance lease costs: Amortization of right of use assets 332 224 597 438 Interest on lease liabilities 27 32 53 67 June 25, 2022 December 25, 2021 Operating Leases Finance Leases Operating Leases Finance Leases Weighted average remaining lease term 6.41 2.68 6.60 2.60 Weighted average discount rate 7.41% 3.53% 7.88% 5.59% Supplemental cash flow information related to the Company's operating leases was as follows for the twenty-six weeks ended June 25, 2022 and twenty-six weeks ended June 26, 2021: 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 $ 9,637 $ 9,778 Operating cash outflow from finance leases 53 68 Financing cash outflow from finance leases 556 460 |
Assets and Liabilities, Lessee | Supplemental balance sheet information related to the Company's finance leases was as follows as of June 25, 2022 and December 25, 2021: June 25, 2022 December 25, 2021 Finance lease assets, net, included in property plant and equipment $ 3,052 $ 1,768 Current portion of long-term debt 1,222 767 Long-term debt, less current portion 1,842 1,015 Total principal payable on finance leases $ 3,064 $ 1,782 |
Lessee, Operating Lease, Liability Maturity | Maturities of our lease liabilities for all operating and finance leases are as follows as of June 25, 2022: Operating Leases Finance Leases Less than one year $ 18,280 $ 1,294 1 to 2 years 16,554 1,129 2 to 3 years 15,917 573 3 to 4 years 14,909 163 4 to 5 years 13,815 23 After 5 years 24,136 4 Total future minimum rental commitments 103,611 3,186 Less - amounts representing interest (20,093) (122) Present value of lease liabilities $ 83,518 $ 3,064 |
Lessee, Financing Lease, Liability Maturity | Maturities of our lease liabilities for all operating and finance leases are as follows as of June 25, 2022: Operating Leases Finance Leases Less than one year $ 18,280 $ 1,294 1 to 2 years 16,554 1,129 2 to 3 years 15,917 573 3 to 4 years 14,909 163 4 to 5 years 13,815 23 After 5 years 24,136 4 Total future minimum rental commitments 103,611 3,186 Less - amounts representing interest (20,093) (122) Present value of lease liabilities $ 83,518 $ 3,064 |
Equity and Accumulated Other Co
Equity and Accumulated Other Comprehensive Income (Tables) | 6 Months Ended |
Jun. 25, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Balance at December 26, 2020 $ (29,388) Other comprehensive income before reclassifications 1,849 Amounts reclassified from other comprehensive income 385 Net current period other comprehensive income 1 2,234 Balance at December 25, 2021 (27,154) Other comprehensive income before reclassifications 10,409 Amounts reclassified from other comprehensive income 2 202 Net current period other comprehensive income 10,611 Balance at June 25, 2022 $ (16,543) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 25, 2022 | |
Earnings Per Share [Abstract] | |
Reconciliation of Basic and Diluted Earnings Per Share | The following is a reconciliation of the basic and diluted earnings per share ("EPS") computations for both the numerator and denominator (in thousands, except per share data): Thirteen weeks ended June 25, 2022 Twenty-six weeks ended June 25, 2022 Earnings Shares Per Share Earnings Shares Per Share Net income $ 8,816 194,135 $ 0.05 $ 6,929 194,071 $ 0.04 Dilutive effect of stock options and awards — 2,551 — — 1,861 — Net income per diluted common share $ 8,816 196,686 $ 0.04 $ 6,929 195,932 $ 0.04 Thirteen weeks ended June 26, 2021 Twenty-six weeks ended June 26, 2021 Earnings Shares Per Share Earnings Shares Per Share Net loss $ (3,385) 91,217 $ (0.04) $ (12,355) 91,266 $ (0.14) Dilutive effect of stock options and awards — — — — — — Net loss per diluted common share $ (3,385) 91,217 $ (0.04) $ (12,355) 91,266 $ (0.14) |
Derivative and Hedging (Tables)
Derivative and Hedging (Tables) | 6 Months Ended |
Jun. 25, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Derivative Financial Instruments | The following table summarizes the Company's derivatives financial instruments: Asset Derivatives Liability Derivatives As of June 25, 2022 As of December 25, 2021 As of June 25, 2022 As of December 25, 2021 Balance Sheet Fair Value Fair Value Balance Sheet Fair Value Fair Value Derivatives designated as hedging instruments: 2021 Swap 1 Other current assets/other assets $ 7,307 $ 1,513 Other accrued expenses $ — $ (170) 2021 Swap 2 Other current assets/other assets 10,951 2,250 Other accrued liabilities — (270) 2021 Swap 3 Other current/other non-current assets 518 59 Other accrued liabilities/other non-current liabilities (926) (1,880) Total hedging instruments $ 18,776 $ 3,822 $ (926) $ (2,320) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 25, 2022 | |
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 25, 2022 Level 1 Level 2 Level 3 Total Trading securities $ 1,283 $ — $ — $ 1,283 Interest rate swaps — 17,850 — 17,850 Contingent consideration payable — — (8,598) (8,598) As of December 25, 2021 Level 1 Level 2 Level 3 Total Trading securities $ 1,686 $ — $ — $ 1,686 Interest rate swaps — 1,502 — 1,502 Contingent consideration payable — — (12,347) (12,347) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 25, 2022 | |
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 25, 2022 and thirteen and twenty-six weeks ended June 26, 2021. Thirteen Weeks Ended Thirteen Weeks Ended Twenty-six Weeks Ended Twenty-six Weeks Ended Revenues Hardware and Protective Solutions $ 279,842 $ 263,129 $ 546,257 $ 514,058 Robotics and Digital Solutions 64,776 66,351 126,584 122,230 Canada 49,496 46,235 84,286 80,708 Total revenues $ 394,114 $ 375,715 $ 757,127 $ 716,996 Segment income (loss) from operations Hardware and Protective Solutions $ 10,538 $ 9,995 $ 8,142 $ 16,045 Robotics and Digital Solutions 10,437 6,546 18,292 6,700 Canada 6,798 2,968 10,188 2,544 Total income (loss) from operations $ 27,773 $ 19,509 $ 36,622 $ 25,289 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 394,114 | $ 375,715 | $ 757,127 | $ 716,996 |
Fastening and Hardware | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 273,850 | 247,034 | 496,816 | 447,727 |
Personal Protective | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 54,685 | 62,099 | 132,235 | 146,439 |
Keys and Key Accessories | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 50,629 | 50,495 | 99,679 | 92,950 |
Engraving and Resharp | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 14,950 | 16,087 | 28,397 | 29,880 |
Hardware and Protective Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 279,842 | 263,129 | 546,257 | 514,058 |
Hardware and Protective Solutions | Fastening and Hardware | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 225,377 | 201,208 | 414,684 | 367,810 |
Hardware and Protective Solutions | Personal Protective | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 54,465 | 61,921 | 131,573 | 146,248 |
Hardware and Protective Solutions | Keys and Key Accessories | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Hardware and Protective Solutions | Engraving and Resharp | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Robotics and Digital Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 64,776 | 66,351 | 126,584 | 122,230 |
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 | 49,837 | 50,289 | 98,213 | 92,383 |
Robotics and Digital Solutions | Engraving and Resharp | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 14,939 | 16,062 | 28,371 | 29,847 |
Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 49,496 | 46,235 | 84,286 | 80,708 |
Canada | Fastening and Hardware | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 48,473 | 45,826 | 82,132 | 79,917 |
Canada | Personal Protective | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 220 | 178 | 662 | 191 |
Canada | Keys and Key Accessories | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 792 | 206 | 1,466 | 567 |
Canada | Engraving and Resharp | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 11 | 25 | 26 | 33 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 338,133 | 323,481 | 660,173 | 625,578 |
United States | Hardware and Protective Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 274,417 | 257,742 | 535,479 | 504,539 |
United States | Robotics and Digital Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 63,716 | 65,739 | 124,694 | 121,039 |
United States | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 52,623 | 48,897 | 90,029 | 85,178 |
Canada | Hardware and Protective Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 2,067 | 2,050 | 3,853 | 3,279 |
Canada | Robotics and Digital Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 1,060 | 612 | 1,890 | 1,191 |
Canada | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 49,496 | 46,235 | 84,286 | 80,708 |
Mexico | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 3,358 | 3,337 | 6,925 | 6,240 |
Mexico | Hardware and Protective Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 3,358 | 3,337 | 6,925 | 6,240 |
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 |
Merger Agreement - Narrative (D
Merger Agreement - Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 14, 2021 USD ($) $ / shares shares | Jun. 25, 2022 $ / shares shares | Dec. 25, 2021 shares | Jun. 26, 2021 shares | Mar. 27, 2021 shares | Dec. 26, 2020 shares |
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Common stock converted (in shares) | 91,220,901 | |||||
Stock issued (in shares) | 37,500,000 | |||||
Stock price (in usd per share) | $ / shares | $ 10 | |||||
PIPE investment proceeds | $ | $ 375,000 | |||||
Transaction costs | $ | $ 36,140 | |||||
Exchange ratio | 164.83 | |||||
Common stock, outstanding (in shares) | 187,392,901 | 194,270,779 | 193,995,320 | 91,221,000 | 91,203,000 | 90,935,000 |
Old Hillman shareholders | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Common stock, outstanding (in shares) | 553,439 | |||||
Public shareholders | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Shares issued (in shares) | 50,000,000 | |||||
SPAC sponsors | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Shares issued (in shares) | 8,672,000 | |||||
Public Warrants | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Warrants, common stock issuable (in shares) | 16,666,628 | |||||
Warrants, exercise price (in usd per share) | $ / shares | $ 11.50 | |||||
Private Placement Warrants | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Warrants, common stock issuable (in shares) | 8,000,000 | |||||
Warrants, exercise price (in usd per share) | $ / shares | $ 11.50 |
Merger Agreement - Impact of Re
Merger Agreement - Impact of Reverse Recapitalization (Details) $ in Thousands | Jul. 14, 2021 USD ($) |
Reverse Recapitalization [Abstract] | |
Landcadia cash and cash equivalents | $ 479,602 |
PIPE investment proceeds | 375,000 |
Less cash paid to underwriters and other transaction costs, net of tax | (36,140) |
Net change in cash and cash equivalents as a result of recapitalization | 818,462 |
Prepaid expenses and other current assets | 132 |
Accounts payable and other accrued expenses | (81) |
Warrant liabilities | (77,190) |
Change in net assets as a result of recapitalization | $ 741,323 |
Merger Agreement - Changes in N
Merger Agreement - Changes in Number of Shares Outstanding (Details) - shares | Jul. 14, 2021 | Jun. 25, 2022 | Dec. 25, 2021 | Jun. 26, 2021 | Mar. 27, 2021 | Dec. 26, 2020 |
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Common shares issued to New Hillman Shareholders | 91,220,901 | |||||
Common Shares outstanding immediately after the Business Combination | 187,392,901 | 194,270,779 | 193,995,320 | 91,221,000 | 91,203,000 | 90,935,000 |
SPAC sponsors and public shareholders | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Shares issued | 58,672,000 | |||||
PIPE investors | ||||||
Schedule Of Reverse Recapitalization [Line Items] | ||||||
Shares issued | 37,500,000 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Mar. 07, 2022 | Apr. 16, 2021 |
Ozco | ||
Business Acquisition [Line Items] | ||
Total purchase price | $ 39,834 | |
Ozco | Ozco Term Amendment | ||
Business Acquisition [Line Items] | ||
Debt, face amount | $ 35,000 | |
Monkey Hook | ||
Business Acquisition [Line Items] | ||
Total purchase price | $ 2,800 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Jun. 25, 2022 | Dec. 25, 2021 | Apr. 16, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 825,070 | $ 825,371 | |
Ozco | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 1,341 | ||
Inventory | 3,435 | ||
Other current assets | 26 | ||
Property and equipment | 595 | ||
Goodwill | 9,093 | ||
Total assets acquired | 44,590 | ||
Liabilities assumed | (4,756) | ||
Total purchase price | 39,834 | ||
Customer relationships | Ozco | |||
Business Acquisition [Line Items] | |||
Intangible assets | 23,500 | ||
Trade names | Ozco | |||
Business Acquisition [Line Items] | |||
Intangible assets | 2,600 | ||
Technology | Ozco | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 4,000 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Summary of Goodwill Amounts by Operating Segment (Detail) $ in Thousands | 6 Months Ended |
Jun. 25, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 825,371 |
Dispositions | 0 |
Other | (143) |
Ending balance | 825,070 |
Goodwill, Purchase Accounting Adjustments | (158) |
Hardware and Protective Solutions | |
Goodwill [Roll Forward] | |
Beginning balance | 574,698 |
Acquisitions | (158) |
Dispositions | 0 |
Other | 133 |
Ending balance | 574,673 |
Robotics and Digital Solutions | |
Goodwill [Roll Forward] | |
Beginning balance | 220,936 |
Acquisitions | 0 |
Dispositions | 0 |
Other | 0 |
Ending balance | 220,936 |
Canada | |
Goodwill [Roll Forward] | |
Beginning balance | 29,737 |
Acquisitions | 0 |
Dispositions | 0 |
Other | (276) |
Ending balance | $ 29,461 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Components of Other Intangibles, Net (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 25, 2022 | Dec. 25, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 1,149,603 | $ 1,147,395 |
Less: Accumulated amortization | 383,715 | 352,695 |
Other intangibles, net | 765,888 | 794,700 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite Intangible assets, gross | 85,554 | 85,591 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 964,919 | 965,054 |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 13 years | |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 20 years | |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 31,387 | 29,000 |
Trademarks | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 7 years | |
Trademarks | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 15 years | |
Technology and patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 67,743 | $ 67,750 |
Technology and patents | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 8 years | |
Technology and patents | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated 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. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization | $ 15,566 | $ 15,414 | $ 31,087 | $ 30,323 |
Commitments and Contingencies (
Commitments and Contingencies (Detail) $ in Thousands | 6 Months Ended |
Jun. 25, 2022 USD ($) | |
Loss Contingencies [Line Items] | |
Losses up to per occurrence related to product liability, automotive and workers' compensation | $ 500 |
Letters of credit, outstanding | 32,790 |
Maximum | |
Loss Contingencies [Line Items] | |
Occurrences in excess for purchased catastrophic coverage | 60,000 |
Insurance Claims | |
Loss Contingencies [Line Items] | |
Liability recorded for such risk insurance reserves | 2,711 |
Group Health Insurance Claims | |
Loss Contingencies [Line Items] | |
Losses up to per occurrence related to product liability, automotive and workers' compensation | 300 |
Liability recorded for such risk insurance reserves | $ 2,498 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Related Party Transaction [Line Items] | ||||
Related party expenses | $ 0 | $ 88 | $ 0 | $ 214 |
Ollie's Bargain Outlet Holdings, Inc. [Domain] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Other Revenues from Transactions with Related Party | $ 334 | $ 497 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rates | 42.20% | (73.00%) | 44.40% | 29.70% |
Income tax provision (benefit) | $ 6,424 | $ 1,428 | $ 5,532 | $ (5,225) |
Long Term Debt - Summary of Lon
Long Term Debt - Summary of Long Term Debt (Details) - USD ($) $ in Thousands | Jun. 25, 2022 | Dec. 25, 2021 |
Debt Instrument [Line Items] | ||
Finance leases | $ 3,064 | $ 1,782 |
Long-term debt, capital and finance leases | 966,809 | 945,782 |
Unamortized discount on Senior term loan | (5,480) | (5,948) |
Current portion of long-term debt and financing lease liabilities | (11,860) | (11,404) |
Deferred finance fees | (20,223) | (21,899) |
Long-term debt | 929,246 | 906,531 |
Revolving loans | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 117,000 | 93,000 |
Term loans | Senior term loan, due 2028 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 846,745 | $ 851,000 |
Long Term Debt - Narrative (Det
Long Term Debt - Narrative (Detail) - USD ($) $ in Thousands | Jun. 25, 2022 | Dec. 25, 2021 | Apr. 16, 2021 |
Debt Instrument [Line Items] | |||
Letters of credit, outstanding | $ 32,790 | ||
Discount | 5,480 | $ 5,948 | |
Ozco Term Amendment | Ozco | |||
Debt Instrument [Line Items] | |||
Debt, face amount | $ 35,000 | ||
Term loans | Senior term loan, due 2028 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 846,745 | 851,000 | |
Revolving loans | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 117,000 | $ 93,000 | |
Remaining borrowing capacity | $ 100,210 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Leases [Abstract] | ||||
Operating lease costs | $ 4,953 | $ 5,149 | $ 9,948 | $ 10,243 |
Short term lease costs | 2,135 | 1,100 | 3,987 | 1,986 |
Variable lease costs | 551 | 453 | 877 | 757 |
Finance lease costs: | ||||
Amortization of right of use assets | 332 | 224 | 597 | 438 |
Interest on lease liabilities | $ 27 | $ 32 | $ 53 | $ 67 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Leases [Abstract] | ||||
Rent expense | $ 7,639 | $ 6,702 | $ 14,812 | $ 12,986 |
Leases - Weighted Average Assum
Leases - Weighted Average Assumptions (Details) | Jun. 25, 2022 | Dec. 25, 2021 |
Leases [Abstract] | ||
Operating leases, weighted average remaining term | 6 years 4 months 28 days | 6 years 7 months 6 days |
Finance lease, weighted average remaining term | 2 years 8 months 4 days | 2 years 7 months 6 days |
Operating lease, weighted average discount rate | 7.41% | 7.88% |
Finance lease, weighted average discount rate | 3.53% | 5.59% |
Leases - Finance Lease Balance
Leases - Finance Lease Balance Sheet Locations (Details) - USD ($) $ in Thousands | Jun. 25, 2022 | Dec. 25, 2021 |
Leases [Abstract] | ||
Finance lease assets, net, included in property plant and equipment | $ 3,052 | $ 1,768 |
Current portion of long-term debt | 1,222 | 767 |
Long-term debt, less current portion | 1,842 | 1,015 |
Total principal payable on finance leases | $ 3,064 | $ 1,782 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 25, 2022 | Jun. 26, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash outflow from operating leases | $ 9,637 | $ 9,778 |
Operating cash outflow from finance leases | 53 | 68 |
Financing cash outflow from finance leases | $ 556 | $ 460 |
Leases - Lease Maturities (Deta
Leases - Lease Maturities (Details) - USD ($) $ in Thousands | Jun. 25, 2022 | Dec. 25, 2021 |
Operating Leases | ||
Less than one year | $ 18,280 | |
1 to 2 years | 16,554 | |
2 to 3 years | 15,917 | |
3 to 4 years | 14,909 | |
4 to 5 years | 13,815 | |
After 5 years | 24,136 | |
Total future minimum rental commitments | 103,611 | |
Less - amounts representing interest | (20,093) | |
Present value of lease liabilities | 83,518 | |
Finance Leases | ||
Less than one year | 1,294 | |
1 to 2 years | 1,129 | |
2 to 3 years | 573 | |
3 to 4 years | 163 | |
4 to 5 years | 23 | |
After 5 years | 4 | |
Total future minimum rental commitments | 3,186 | |
Less - amounts representing interest | (122) | |
Present value of lease liabilities | $ 3,064 | $ 1,782 |
Equity and Accumulated Other _2
Equity and Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | Dec. 25, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | $ 361,474 | $ 1,150,095 | $ 364,587 | $ 364,587 |
Other comprehensive income before reclassifications | 10,409 | 1,849 | ||
Amounts reclassified from other comprehensive income | 202 | 385 | ||
Net current period other comprehensive income 1 | 10,611 | 2,234 | ||
Ending balance | 363,845 | 1,177,088 | 363,845 | 1,150,095 |
Deferred gain | 15,201 | 2,982 | ||
Reclassified loss | 202 | 385 | ||
Tax provision | 3,881 | 850 | ||
Stock-based compensation expense | 1,796 | 8,304 | 3,537 | |
Accumulated Other Comprehensive Loss | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (26,915) | (27,154) | (29,388) | (29,388) |
Ending balance | $ (23,073) | $ (16,543) | $ (23,073) | $ (27,154) |
Stock Based Compensation - Narr
Stock Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 25, 2022 | Jun. 25, 2022 | Dec. 25, 2021 | Jul. 14, 2021 | |
2014 and 2021 Equity Incentive Plans | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized | 14,523,510 | |||
2014 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Plan modification, additional compensation expense | $ 3,254 | $ 8,228 | ||
Number of shares authorized | 14,523,510 | |||
2014 Equity Incentive Plan | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
2014 Equity Incentive Plan | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
2021 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized | 7,150,814 |
Earnings Per Share - Computatio
Earnings Per Share - Computation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Earnings Per Share [Abstract] | ||||
Earnings, basic | $ 8,816 | $ 6,929 | $ (3,385) | $ (12,355) |
Earnings, diluted | $ 8,816 | $ 6,929 | $ (3,385) | $ (12,355) |
Weighted average basic shares outstanding | 194,135 | 194,071 | 91,217 | 91,266 |
Dilutive effect of stock options (in shares) | 2,551 | 1,861 | 0 | 0 |
Weighted Average Number of Shares Outstanding, Diluted, Total | 196,686 | 195,932 | 91,217 | 91,266 |
Basic income (loss) per share (in usd per share) | $ 0.05 | $ 0.04 | $ (0.04) | $ (0.14) |
Diluted income (loss) per share (in usd per share) | $ 0.04 | $ 0.04 | $ (0.04) | $ (0.14) |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Stock options and awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 1,492,000 | 1,638,000 | 1,803,000 | 2,281,000 |
Derivatives and Hedging - Narra
Derivatives and Hedging - Narrative (Details) - USD ($) $ in Thousands | Jan. 08, 2018 | Jun. 25, 2022 | Nov. 08, 2018 |
2018 Swap 1 | |||
Derivative [Line Items] | |||
Term of derivative instrument | 3 years | ||
Notional amount | $ 90,000 | ||
Fixed interest rate | 2.30% | ||
2018 Swap 2 | |||
Derivative [Line Items] | |||
Notional amount | $ 60,000 | ||
Fixed interest rate | 3.10% | ||
2021 Swap 1 | |||
Derivative [Line Items] | |||
Notional amount | 144 | ||
Fixed interest rate | 0.75% | ||
2021 Swap 2 | |||
Derivative [Line Items] | |||
Notional amount | 216 | ||
Fixed interest rate | 0.76% | ||
2021 Swap 3 | |||
Derivative [Line Items] | |||
Notional amount | $ 60,000 |
Derivatives and Hedging - Deriv
Derivatives and Hedging - Derivative Financial Instruments (Details) - Designated as Hedging Instrument - USD ($) $ in Thousands | Jun. 25, 2022 | Dec. 25, 2021 |
Derivatives, Fair Value [Line Items] | ||
Derivative assets | $ 18,776 | $ 3,822 |
Derivative liabilities | 926 | (2,320) |
2021 Swap 1 | Other current assets/other assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 7,307 | 1,513 |
2021 Swap 1 | Other accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 0 | (170) |
2021 Swap 2 | Other current assets/other assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 10,951 | 2,250 |
2021 Swap 2 | Other accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 0 | (270) |
2021 Swap 3 | Other current assets/other assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 518 | 59 |
2021 Swap 3 | Other accrued liabilities/other non-current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ (926) | $ (1,880) |
Fair Value Measurements - Measu
Fair Value Measurements - Measurement of Assets and Liabilities at Fair Value on Recurring Basis (Details) - Fair Value Measurements, Recurring - USD ($) $ in Thousands | Jun. 25, 2022 | Dec. 25, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | $ 1,283 | $ 1,686 |
Contingent consideration payable | (8,598) | (12,347) |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | 1,283 | 1,686 |
Contingent consideration payable | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | 0 | 0 |
Contingent consideration payable | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | 0 | 0 |
Contingent consideration payable | (8,598) | (12,347) |
Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 17,850 | 1,502 |
Interest rate swaps | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | 0 |
Interest rate swaps | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 17,850 | 1,502 |
Interest rate swaps | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 25, 2022 | Jun. 26, 2021 | Dec. 25, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Change in fair value of contingent consideration | $ (3,646) | $ (1,212) | |
Instafob | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Change in fair value of contingent consideration | (297) | ||
Resharp [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Change in fair value of contingent consideration | (3,349) | ||
Other accrued expenses | Instafob | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration, current | (780) | $ (476) | |
Other non-current liabilities | Resharp [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration, non-current | $ (7,818) | $ (11,871) |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 6 Months Ended |
Jun. 25, 2022 Segment | |
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. 25, 2022 | Jun. 26, 2021 | Jun. 25, 2022 | Jun. 26, 2021 | |
Revenues | ||||
Net sales | $ 394,114 | $ 375,715 | $ 757,127 | $ 716,996 |
Segment income (loss) from operations | ||||
Total income (loss) from operations | 27,773 | 19,509 | 36,622 | 25,289 |
Hardware and Protective Solutions | ||||
Revenues | ||||
Net sales | 279,842 | 263,129 | 546,257 | 514,058 |
Segment income (loss) from operations | ||||
Total income (loss) from operations | 10,538 | 9,995 | 8,142 | 16,045 |
Robotics and Digital Solutions | ||||
Revenues | ||||
Net sales | 64,776 | 66,351 | 126,584 | 122,230 |
Segment income (loss) from operations | ||||
Total income (loss) from operations | 10,437 | 6,546 | 18,292 | 6,700 |
Canada | ||||
Revenues | ||||
Net sales | 49,496 | 46,235 | 84,286 | 80,708 |
Segment income (loss) from operations | ||||
Total income (loss) from operations | $ 6,798 | $ 2,968 | $ 10,188 | $ 2,544 |
Subsequent Events (Details)
Subsequent Events (Details) | Jul. 29, 2022 |
Subsequent Event | |
Subsequent Event [Line Items] | |
Subsequent Event, Description | On July 29, 2022, subsequent to quarter end, the Company amended the asset-based revolving credit agreement (the “ABL Revolver") with Barclays Bank PLC, as administrative agent, and the lenders and other parties thereto (the “ABL Credit Agreement”), increasing the aggregate commitments thereunder to $375,000 and extended the maturity. Portions of the ABL Agreement are separately available for borrowing by the Company's United States subsidiary and Canadian subsidiary for $325,000 and $50,000, respectively. The interest rate for the ABL Revolver is, at the discretion of the Company, adjusted SOFR (or a Canadian banker’s acceptance rate in the case of Canadian Dollar loans) plus a margin varying from 1.25% to 1.75% per annum based on availability or an alternate base rate (or a Canadian prime rate or alternate base rate in the case of Canadian Dollar loans) plus a margin varying from 0.25% to 0.75% per annum based on availability. The stated maturity date of the revolving credit commitments under the ABL Credit Agreement is July 29, 2027. The loans and other amounts outstanding under the ABL Credit Agreement and related documents are guaranteed by The Hillman Companies, Inc., a wholly‑owned subsidiary of the Company, and, subject to certain exceptions, the Borrower’s wholly-owned domestic subsidiaries and are secured by substantially all of the Borrower’s and the guarantors’ assets plus, solely in the case of the Canadian Borrower, its and its wholly-owned Canadian subsidiary’s assets, which has guaranteed by the Canadian portion under the ABL Credit Agreement. |
Uncategorized Items - hlm-20220
Label | Element | Value |
Payments for Derivative Instrument, Financing Activities | us-gaap_PaymentsForDerivativeInstrumentFinancingActivities | $ 944,000 |
Payments for Derivative Instrument, Financing Activities | us-gaap_PaymentsForDerivativeInstrumentFinancingActivities | $ 0 |