Company Quick10K Filing
Hillman Companies
Price-0.00 EPS-20,875
Shares0 P/E0
MCap-0 P/FCF-0
Net Debt1,581 EBIT-72
TEV1,581 TEV/EBIT-22
TTM 2019-09-28, in MM, except price, ratios
10-Q 2020-03-28 Filed 2020-05-11
10-K 2019-12-28 Filed 2020-03-27
10-Q 2019-09-28 Filed 2019-11-12
10-Q 2019-06-29 Filed 2019-08-12
10-Q 2019-03-30 Filed 2019-05-13
10-K 2018-12-29 Filed 2019-03-28
10-Q 2018-09-29 Filed 2018-11-09
10-Q 2018-06-30 Filed 2018-08-08
10-Q 2018-03-31 Filed 2018-05-15
10-K 2017-12-30 Filed 2018-03-21
10-Q 2017-09-30 Filed 2017-11-13
10-Q 2017-07-01 Filed 2017-08-11
10-Q 2017-04-01 Filed 2017-05-12
10-K 2016-12-31 Filed 2017-03-30
10-Q 2016-09-30 Filed 2016-11-14
10-Q 2016-06-30 Filed 2016-08-15
10-Q 2016-03-31 Filed 2016-05-16
10-K 2015-12-31 Filed 2016-03-28
10-Q 2015-09-30 Filed 2015-11-16
10-Q 2015-06-30 Filed 2015-08-14
10-Q 2015-03-31 Filed 2015-05-15
10-K 2014-12-31 Filed 2015-03-27
10-Q 2014-09-30 Filed 2014-11-14
10-Q 2014-06-30 Filed 2014-08-14
10-Q 2014-03-31 Filed 2014-05-13
10-K 2013-12-31 Filed 2014-03-28
10-Q 2013-09-30 Filed 2013-11-14
10-Q 2013-06-30 Filed 2013-08-14
10-Q 2013-03-31 Filed 2013-05-15
10-K 2012-12-31 Filed 2013-03-29
10-Q 2012-09-30 Filed 2012-11-14
10-Q 2012-06-30 Filed 2012-08-14
10-Q 2012-03-31 Filed 2012-05-15
10-K 2011-12-31 Filed 2012-03-26
10-Q 2011-09-30 Filed 2011-11-14
10-Q 2011-06-30 Filed 2011-08-15
10-Q 2011-03-31 Filed 2011-05-13
10-K 2010-12-31 Filed 2011-03-31
10-Q 2010-09-30 Filed 2010-11-15
10-Q 2010-06-30 Filed 2010-08-16
10-Q 2010-03-31 Filed 2010-05-10
10-K 2009-12-31 Filed 2010-03-26
8-K 2019-11-15 Enter Agreement, Exhibits
8-K 2019-11-07 Officers
8-K 2019-09-13 Officers, Other Events, Exhibits
8-K 2019-07-30 Earnings, Exhibits
8-K 2019-07-25 Officers
8-K 2019-06-27 Officers
8-K 2019-05-02 Officers
8-K 2019-03-20 Earnings, Exhibits
8-K 2018-10-01 Enter Agreement, Off-BS Arrangement, Regulation FD, Exhibits
8-K 2018-09-04 Regulation FD
8-K 2018-08-28 Regulation FD, Exhibits
8-K 2018-05-31 Enter Agreement, Leave Agreement, Exhibits
8-K 2018-05-02 Earnings, Exhibits
8-K 2018-04-16 Officers, Exhibits

HLM 10Q Quarterly Report

Item 2.
Item 3.
Item 4.
Part II
Item 1. - Legal Proceedings.
Item 1A - Risk Factors.
Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. - Defaults Upon Senior Securities.
Item 4. - Mine Safety Disclosures.
Item 5. - Other Information.
Item 6. - Exhibits.
EX-31.1 exhibit311-certificati.htm
EX-31.2 exhibit312-certificati.htm
EX-32.1 exhibit321-certificati.htm
EX-32.2 exhibit322-certificati.htm
EX-99.1 exhibit991-q12020.htm

Hillman Companies Earnings 2020-03-28

Balance SheetIncome StatementCash Flow
2.52.01.51.00.50.02012201420172020
Assets, Equity
0.40.30.20.10.0-0.12012201420172020
Rev, G Profit, Net Income
0.20.10.0-0.0-0.1-0.22012201420172020
Ops, Inv, Fin

Document
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 28, 2020
Commission file number 1-13293
The Hillman Companies, Inc.
(Exact name of registrant as specified in its charter)
Delaware
 
23-2874736
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)

10590 Hamilton Avenue
 
45231
 
Cincinnati
,
Ohio
 
 
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (513851-4900
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act. (Check one):
 
Large accelerated filer
 
  
Accelerated filer
 
Non-accelerated filer
 
  (Do not check if a smaller reporting company)
  
Smaller reporting company
 
Emerging growth company
 
 
 
 
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    Yes      No  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
Securities registered pursuant to Section 12(b) of the Act:
Title of Class
Trading symbols
Name of Each Exchange on Which Registered
11.6% Junior Subordinated Debentures
 
None
Preferred Securities Guaranty                
 
None
On May 11, 2020, 5,000 shares of the Registrant’s common stock were issued and outstanding and 4,217,724 Trust Preferred Securities were issued and outstanding by the Hillman Group Capital Trust. The Trust Preferred Securities trade on the NYSE Amex under symbol HLM.Pr.


THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES

INDEX
 


Page 2 

THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(dollars in thousands, except per share amounts)


 
March 28,
2020
 
December 28,
2019
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
17,160

 
$
19,973

Accounts receivable, net of allowances of $1,642 ($1,891 - 2019)
113,405

 
88,374

Inventories, net
316,311

 
323,496

Other current assets
11,038

 
8,828

Total current assets
457,914

 
440,671

Property and equipment, net of accumulated depreciation of $195,045 ($179,791 - 2019)
201,927

 
205,160

Goodwill
816,299

 
819,077

Other intangibles, net of accumulated amortization of $245,753 ($232,060 - 2019)
867,501

 
882,430

Operating lease right of use assets
76,991

 
81,613

Deferred tax asset
2,047

 
702

Other assets
10,833

 
11,557

Total assets
$
2,433,512

 
$
2,441,210

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
124,341

 
$
125,042

Current portion of debt and capital leases
11,388

 
11,358

Current portion of operating lease liabilities
11,149

 
11,459

Accrued expenses:
 
 
 
Salaries and wages
20,195

 
12,937

Pricing allowances
6,214

 
6,553

Income and other taxes
4,622

 
5,248

Interest
9,174

 
14,726

Other accrued expenses
19,434

 
21,545

Total current liabilities
206,517

 
208,868

Long term debt
1,616,853

 
1,584,289

Deferred tax liabilities
188,817

 
196,437

Operating lease liabilities
69,771

 
73,227

Other non-current liabilities
26,271

 
33,287

Total liabilities
$
2,108,229

 
$
2,096,108

Commitments and contingencies (Note 6)

 

Stockholder's Equity:
 
 
 
Preferred stock, $.01 par, 5,000 shares authorized, none issued or outstanding at March 28, 2020 and December 28, 2019

 

Common stock, $.01 par, 5,000 shares authorized, issued and outstanding at March 28, 2020 and December 28, 2019

 

Additional paid-in capital
554,504

 
553,359

Accumulated deficit
(185,968
)
 
(176,217
)
Accumulated other comprehensive loss
(43,253
)
 
(32,040
)
Total stockholder's equity
325,283

 
345,102

Total liabilities and stockholder's equity
$
2,433,512

 
$
2,441,210

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.


Page 3 

THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)
(dollars in thousands)



 
Thirteen Weeks Ended
March 28, 2020
 
Thirteen Weeks Ended
March 30, 2019
Net sales
$
295,836

 
$
287,659

Cost of sales (exclusive of depreciation and amortization shown separately below)
166,411

 
165,921

Selling, general and administrative expenses
89,753

 
91,835

Depreciation
17,517

 
15,816

Amortization
14,848

 
14,765

Management fees to related party
125

 
131

Other income
(2,264
)
 
(1,074
)
Income from operations
9,446

 
265

Interest expense, net
23,180

 
26,563

Interest expense on junior subordinated debentures
3,152

 
3,152

Loss on mark-to-market adjustment of interest rate swap
2,250

 
1,113

Investment income on trust common securities
(95
)
 
(95
)
Loss before income taxes
(19,041
)
 
(30,468
)
Income tax (benefit) expense
(9,290
)
 
4,800

Net loss
$
(9,751
)
 
$
(35,268
)
Net loss from above
$
(9,751
)
 
$
(35,268
)
Other comprehensive loss:
 
 
 
Foreign currency translation adjustments
(11,213
)
 
2,779

Total other comprehensive income (loss)
(11,213
)
 
2,779

Comprehensive loss
$
(20,964
)
 
$
(32,489
)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.



Page 4 

THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(dollars in thousands)

 
Thirteen Weeks Ended
March 28, 2020
 
Thirteen Weeks Ended
March 30, 2019
Cash flows from operating activities:
 
 
 
Net loss
$
(9,751
)
 
$
(35,268
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Depreciation and amortization
32,365

 
30,581

Deferred income taxes
(8,914
)
 
4,398

Deferred financing and original issue discount amortization
943

 
935

Stock-based compensation expense
1,145

 
361

Loss on disposal of property and equipment

 
(473
)
Change in fair value of contingent consideration
(4,400
)
 

Other non-cash interest and change in value of interest rate swap
2,250

 
1,113

Changes in operating items:
 
 
 
Accounts receivable
(26,384
)
 
(1,288
)
Inventories
1,527

 
6,581

Other assets
(1,768
)
 
4,297

Accounts payable
1,072

 
(9,991
)
Other accrued liabilities
(5,726
)
 
(3,573
)
Net cash used in operating activities
(17,641
)
 
(2,327
)
Cash flows from investing activities:
 
 
 
Acquisition of business, net of cash received
(800
)
 

Capital expenditures
(15,404
)
 
(17,380
)
Proceeds from sale of property and equipment

 
7,633

Net cash used in investing activities
(16,204
)
 
(9,747
)
Cash flows from financing activities:
 
 
 
Repayments of senior term loans
(2,652
)
 
(5,305
)
Borrowings on revolving credit loans
46,500

 
12,500

Repayments of revolving credit loans
(12,000
)
 
(8,200
)
Principal payments under finance and capitalized lease obligations
(206
)
 
(142
)
Net cash provided by (used in) financing activities
31,642

 
(1,147
)
Effect of exchange rate changes on cash
(610
)
 
14

Net decrease in cash and cash equivalents
(2,813
)
 
(13,207
)
Cash and cash equivalents at beginning of period
19,973

 
28,234

Cash and cash equivalents at end of period
$
17,160

 
$
15,027

Supplemental disclosure of cash flow information:
 
 
 
Interest paid on junior subordinated debentures, net
$
4,077

 
$
3,057

Interest paid
26,841

 
34,339

Income taxes paid
(18
)
 
1,000


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Page 5 

THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)
(dollars in thousands)

 
 
Common Stock
 
Additional Paid-in-capital
 
Accumulated Deficit
 
Accumulated Other Comprehensive Loss
 
Total Stockholders Equity
Thirteen weeks ended March 28, 2020
 
 
 
 
 
 
 
 
 
 
Balance at December 28, 2019
 
$

 
$
553,359

 
$
(176,217
)
 
$
(32,040
)
 
$
345,102

Net loss
 

 

 
(9,751
)
 

 
(9,751
)
Stock-based compensation
 

 
1,145

 

 

 
1,145

Change in cumulative foreign currency translation adjustment 
 

 

 

 
(11,213
)
 
(11,213
)
Balance at March 28, 2020
 
$

 
$
554,504

 
$
(185,968
)
 
$
(43,253
)
 
$
325,283

 
 
 
 
 
 
 
 
 
 
 
Thirteen weeks ended March 30, 2019
 
 
 
 
 
 
 
 
 
 
Balance at December 29, 2018
 
$

 
$
549,528

 
$
(72,831
)
 
$
(37,590
)
 
$
439,107

Net loss
 

 

 
(35,268
)
 

 
(35,268
)
Stock-based compensation
 

 
361

 

 

 
361

Change in cumulative foreign currency translation adjustment 
 

 

 

 
2,779

 
2,779

Balance at March 30, 2019
 
$

 
$
549,889

 
$
(108,099
)
 
$
(34,811
)
 
$
406,979


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Page 6 

THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)

 

1. Basis of Presentation:
The accompanying unaudited financial statements include the condensed consolidated accounts of The Hillman Companies, Inc. and its wholly-owned subsidiaries (collectively “Hillman” or the “Company”) for the thirteen weeks ended March 28, 2020. Unless the context requires otherwise, references to "Hillman," "we," "us," "our," or "our Company" refer to The Hillman Companies, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. The Hillman Companies, Inc. is a wholly-owned subsidiary of HMAN Intermediate II Holdings Corp., and a wholly-owned subsidiary of HMAN Group Holdings Inc. (“Holdco”).

The accompanying unaudited condensed consolidated financial statements present information in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and applicable rules of Regulation S-X. Accordingly, they do not include all information or footnotes required by U.S. generally accepted accounting principles for complete financial statements. Operating results for the thirteen weeks ended March 28, 2020 do not necessarily indicate the results that may be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s annual report filed on Form 10-K for the year ended December 28, 2019.

2. Summary of Significant Accounting Policies:
The significant accounting policies should be read in conjunction with the significant accounting policies included in the Form 10-K for the year ended December 28, 2019.
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.

Reclassifications:
Certain amounts in the prior year consolidated financial statements were reclassified to conform to the current year’s presentation. The reclassifications were primarily related to the Company's efforts to realign the operating segment structure to conform with management review of our results. Additionally, the Company reclassified the mark-to-market adjustment of our interest rate swap from other income/expense to its own line on the income statement below income from operations. The reclassifications had no impact on the prior periods’ statement of financial position, net income (loss), cash flows, or stockholder’s equity.

Revenue Recognition:
Revenue is recognized when control of goods or services is transferred to our customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue.
The Company offers a variety of sales incentives to its customers primarily in the form of discounts and rebates. Discounts are recognized in the consolidated financial statements at the date of the related sale. Rebates are based on the revenue to date and the contractual rebate percentage to be paid. A portion of the cost of the rebate is allocated to each underlying sales transaction. Discounts and rebates are included in the determination of net sales.
The Company also establishes reserves for customer returns and allowances. The reserve is established based on historical rates of returns and allowances. The reserve is adjusted quarterly based on actual experience. Returns and allowances are included in the determination of net sales.

Page 7 

THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)

The following table displays our disaggregated revenue by product category:

 
Thirteen weeks ended March 28, 2020
 
Fastening, Hardware, and Personal Protective Solutions
 
Consumer Connected Solutions
 
Canada
 
Total Revenue
Fastening and Hardware
$
150,387

 
$

 
$
25,321

 
$
175,708

Personal Protective
62,789

 

 

 
62,789

Keys and Key Accessories

 
43,375

 
1,029

 
44,404

Engraving

 
12,923

 
2

 
12,925

Resharp

 
10

 

 
10

Consolidated
$
213,176

 
$
56,308

 
$
26,352

 
$
295,836

 
Thirteen weeks ended March 30, 2019
 
Fastening, Hardware, and Personal Protective Solutions
 
Consumer Connected Solutions
 
Canada
 
Total Revenue
Fastening and Hardware
$
137,775

 
$

 
$
27,875

 
$
165,650

Personal Protective
63,827

 

 

 
63,827

Keys and Key Accessories

 
43,616

 
780

 
44,396

Engraving

 
13,785

 
1

 
13,786

Resharp

 

 

 

Consolidated
$
201,602

 
$
57,401

 
$
28,656

 
$
287,659



The following table disaggregates our revenue by geographic location:

 
Thirteen weeks ended March 28, 2020
 
Fastening, Hardware, and Personal Protective Solutions
 
Consumer Connected Solutions
 
Canada
 
Total Revenue
United States
$
209,677

 
$
55,843

 
$

 
$
265,520

Canada
1,264

 
465

 
26,352

 
28,081

Mexico
2,235

 

 

 
2,235

Consolidated
$
213,176

 
$
56,308

 
$
26,352

 
$
295,836



 
Thirteen weeks ended March 30, 2019
 
Fastening, Hardware, and Personal Protective Solutions
 
Consumer Connected Solutions
 
Canada
 
Total Revenue
United States
$
198,065

 
$
57,041

 
$

 
$
255,106

Canada
966

 
360

 
28,656

 
29,982

Mexico
2,571

 

 

 
2,571

Consolidated
$
201,602

 
$
57,401

 
$
28,656

 
$
287,659





Page 8 

THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)


Our revenue by geography is allocated based on the location of our sales operations. Our Fastening, Hardware, and Personal Protective Solutions segment contains sales of Big Time Products ("Big Time") personal protective equipment into Canada. Our Consumer Connected Solutions segment contains sales of MinuteKey into Canada.
Fastening, Hardware, and Personal 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.
Consumer Connected 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. The Company’s obligation to provide in-store service and access to key duplicating and engraving equipment is satisfied when control of the related products is transferred. Therefore, the entire amount of consideration related to the sale of products, in-store merchandising services, and access to key duplicating and engraving equipment is recognized upon the customer’s acceptance of the products. The revenues for all performance obligations are recognized upon the customer's acceptance of the products.
The costs to obtain a contract are insignificant, and generally contract terms do not extend beyond one year. Therefore, these costs are expensed as incurred. Freight and shipping costs and the cost of our in-store merchandising services teams are recognized in selling, general, and administrative expense when control over products is transferred to the customer.

3. Recent Accounting Pronouncements:

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted this ASU in the first quarter of fiscal 2020, and it did not have a material impact on the Company's Condensed Consolidated Financial Statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting which provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is currently evaluating contracts and the optional expedients provided by the new standard.


4. Acquisitions

On February 19, 2020, the Company acquired the assets of Instafob LLC ("Instafob") for a total purchase price of $2,618, which includes contingent and non-contingent considerations that remains payable to the seller. The financial results of Instafob reside within the Company's Consumer Connected Solutions segment and have been determined to be immaterial for purposes of additional disclosure.

Page 9 

THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)

5. Goodwill and Other Intangible Assets:
Goodwill amounts by reportable segment are summarized as follows:
 
Goodwill at
 
Acquisitions
 
Dispositions
 
Adjustments
 
Other (1)
 
Goodwill at
 
December 28, 2019
 
 
March 28, 2020
Fastening, Hardware, and Personal Protection
$
567,847

 
$

 
$

 
$

 
$
(751
)
 
$
567,096

Consumer Connected Solutions
222,096

 

 

 

 

 
222,096

Canada
29,134

 

 

 

 
(2,027
)
 
27,107

Total
$
819,077

 
$

 
$

 
$

 
$
(2,778
)
 
$
816,299

 
(1)
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 March 28, 2020 and December 28, 2019 consist of the following: 
 
Estimated
Useful Life
(Years)
 
March 28, 2020
 
December 28, 2019
Customer relationships
13-20
 
$
938,361

 
$
941,305

Trademarks - Indefinite
Indefinite
 
84,945

 
85,517

Trademarks - Other
7-15
 
26,400

 
26,700

Technology and patents
7-12
 
63,548

 
60,968

Intangible assets, gross
 
 
1,113,254

 
1,114,490

Less: Accumulated amortization
 
 
245,753

 
232,060

Other intangibles, net
 
 
$
867,501

 
$
882,430


The amortization expense for amortizable assets, including the adjustments resulting from fluctuations in foreign currency exchange rates, was $14,848 for the thirteen weeks ended March 28, 2020. Amortization expense for the thirteen weeks ended March 30, 2019 was $14,765.

The Company tests goodwill and indefinite-lived intangible assets for impairment annually in the fourth quarter. Impairment is also tested when events or changes in circumstances indicate that the carrying values of the assets may be greater than their fair values. During the thirteen weeks ended March 28, 2020 and the thirteen weeks ended March 30, 2019, the Company did not identify any triggering events that would result in an impairment analysis outside of the annual assessment.


6. Commitments and Contingencies:

The Company self-insures its product liability, automotive, workers' compensation, and general liability losses up to $250 per occurrence. Catastrophic coverage has been purchased from third party insurers for occurrences in excess of $250 up to $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 $1,932 recorded for such risks is adequate as of March 28, 2020.

As of March 28, 2020, the Company has provided certain vendors and insurers letters of credit aggregating $19,401 related to our product purchases and insurance coverage for product liability, workers’ compensation, and general liability.


Page 10 

THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)

The Company self-insures group health claims up to an annual stop loss limit of $250 per participant. Historical group insurance loss experience forms the basis for the recognition of group health insurance reserves. Provisions for losses expected under these programs are recorded based on an analysis of historical insurance claim data and certain actuarial assumptions. The Company believes that the liability of approximately $2,495 recorded for such risks is adequate as of March 28, 2020.

On June 3, 2019, The Hillman Group, Inc. ("Hillman Group") filed a complaint for patent infringement against KeyMe, LLC ("KeyMe"), a provider of self-service key duplication kiosks, in the United States District Court for the Eastern District of Texas (Marshall Division). Hillman Group’s complaint alleges that KeyMe’s self-named and “Locksmith in a Box” key duplication kiosks infringe U.S. Patent Nos. 8,979,446 and 9,914,179, which are assigned to Hillman Group, and seeks damages and injunctive relief against KeyMe. After the United States Patent and Trademark Office issued U.S. Patent No. 10,400,474 to Hillman Group on September 3, 2019, Hillman Group filed a motion the same day to amend its initial complaint to add the new patent to the litigation. The Texas court granted the motion on September 13, 2019. KeyMe filed two motions in the case on July 25, 2019, the first seeking to dismiss Hillman Group's complaint under Rule 12(b)(3) of the Federal Rules of Civil Procedure for improper venue, or in the alternative, to move the case from Marshall, Texas to the Southern District of New York. KeyMe’s second motion seeks to transfer the venue of the case from Texas to New York under 28 U.S.C. § 1404. Subsequently, Hillman Group filed a motion on September 4, 2019 to disqualify KeyMe's counsel Cooley LLP from the litigation due to Cooley's concurrent and prior representation of Hillman Group and predecessor-in-interest MinuteKey Holdings, Inc ("MinuteKey"). Hillman Group served its initial infringement contentions for the patents-in-suit on KeyMe on September 6, 2019, and KeyMe served its initial invalidity and unenforceability contentions for the patents-in-suit on Hillman Group on November 15, 2019. The parties filed a joint claim construction statement with the Court on January 31, 2020, setting forth the disputed constructions of terms and phrases recited in the asserted claims of the patents-in-suit. On February 14, 2020, the Court granted Hillman Group’s motion to disqualify Cooley LLP, and denied KeyMe’s pending venue-related motion to dismiss and motion to transfer without prejudice to refiling. The case was stayed until March 30, 2020 to permit KeyMe to retain new legal counsel. The parties filed a joint status report on March 25, 2020, and on March 27, 2020, the Texas Court set a new case schedule with a trial in early December 2020.
On August 16, 2019, KeyMe filed a complaint for patent infringement against Hillman Group in the United States District Court for the District of Delaware. KeyMe alleges that Hillman’s KeyKrafter key duplication machines and MinuteKey self-service key duplication kiosks infringe KeyMe’s U.S. Patent No. 8,682,468 when those machines are used in conjunction with Hillman’s KeyHero system. KeyMe seeks damages and injunctive relief against Hillman Group. Hillman Group filed an answer to KeyMe’s complaint on October 23, 2019, and asserted counterclaims seeking declaratory judgments of invalidity and noninfringement of U.S. Patent No. 8,682,468. As of March 28, 2020, the Delaware Court has not yet issued a Scheduling Order in the case.
Management and legal counsel for the Company are of the opinion that KeyMe's claim is without merit and the Company should prevail in defending the suit. The Company is unable to estimate the possible loss or range of loss at this early stage in the case.
On March 2, 2020, Hillman Group filed a second complaint for patent infringement against KeyMe in the United States District Court for the Eastern District of Texas (Marshall Division), alleging that KeyMe’s key duplication kiosks infringe Hillman Group’s U.S. Patent No. 10,577,830. As of March 28, 2020, KeyMe has not yet answered the new Complaint and has indicated its intention to seek consolidation of the two Texas litigations.
In addition, legal proceedings are pending which are either in the ordinary course of business or incidental to the Company's business. Those legal proceedings incidental to the business of the Company are generally not covered by insurance or other indemnity. In the opinion of the Company's management, the ultimate resolution of the pending litigation matters will not have a material adverse effect on the consolidated financial position, operations, or cash flows of the Company.

7. Related Party Transactions

The Company has recorded aggregate management fee charges and expenses from CCMP Capital Advisors, LLC (“CCMP”), Oak Hill Capital Partners III, L.P., Oak Hill Capital Management Partners III, L.P. and OHCP III HC RO, L.P. (collectively, “Oak Hill Funds”) of $125 for the thirteen weeks ended March 28, 2020 and $131 for the thirteen weeks ended March 30, 2019.


Page 11 

THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)

Gregory Mann and Gabrielle Mann are employed by Hillman. The Company leases an industrial warehouse and office facility from companies under the control of the Manns. The rental expense for the lease of this facility was $87 for the thirteen weeks ended March 28, 2020 and the thirteen weeks ended March 30, 2019.


8. 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 weeks ended March 28, 2020 and the thirteen weeks ended March 30, 2019, the Company applied an estimated annual effective tax rate to the interim period pre-tax loss to calculate the income tax benefit or provision.

On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) into law. The CARES Act provides a stimulus package intended to address the impact of the COVID-19 pandemic on the American economy and provides tax relief for businesses. The Company continues to analyze the available benefits and has recognized income tax benefits including the deferral of certain payroll taxes, accelerated Alternative Minimum Tax income tax refunds, and increased business interest deductions.

For the thirteen weeks ended March 28, 2020, the effective income tax rate was 48.8%. The Company recorded income tax benefit for the thirteen weeks ended March 28, 2020 of $9,290. The effective tax rate for the thirteen weeks ended March 28, 2020 was primarily the result of the stimulus provided with the CARES Act. The CARES Act provides the Company a benefit for increased business interest deductions for 2019 and 2020. The Company has recorded a $6,700 income tax benefit for the period ended March 28, 2020 related to the increased business interest provision for 2019. Although the CARES Act provided increased business interest deductions, the Company remains limited in deducting its interest expense. Consistent with prior recent periods, the primary impact of the effective tax rate differential for the thirteen weeks ended March 28, 2020 was due to the Company recording a valuation allowance on its interest limitation carryforward. In addition to the interest limitation, the effective income tax rate differed from the federal statutory tax rate for the thirteen weeks ended March 28, 2020 due to certain non-deductible expenses and state and foreign income taxes.

The effective income tax rate for the thirteen weeks ended March 30, 2019 was (15.8)%. The Company recorded an income tax provision for the thirteen weeks ended March 30, 2019 of $4,800. The negative effective tax rate for the thirteen weeks ended March 30, 2019 was a result of the Global Intangible Low-Taxed Income ("GILTI") and the IRC Section 163(j) interest limitation. Consistent with prior periods, the primary impact of the effective tax differential for the thirteen weeks ended March 30, 2019 was due to the Company recording a valuation allowance on its interest limitation. In addition, the effective income tax rate differed from the federal statutory rate in the thirteen weeks ended March 30, 2019 due to certain non-deductible expenses and state and foreign income taxes.


9. Restructuring

Canada Restructuring

During 2018, the Company initiated plans to restructure the operations of the Canada segment. The restructuring seeks to streamline operations in the greater Toronto area by consolidating facilities, exiting certain lines of business, and rationalizing stock keeping units (“SKUs”). The intended result of the Canada restructuring will be a more streamlined and scalable operation focused on delivering optimal service and a broad offering of products across the Company's core categories. The Company expects to incur increased restructuring related charges and capital expenditures in our Canada segment over the next year as plans are finalized and implemented. The following is a summary of the charges incurred:
 

Page 12 

THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)

 
Thirteen Weeks Ended
March 28, 2020
 
Thirteen Weeks Ended
March 30, 2019
Facility consolidation (1)
 
 
 
   Labor expense
$
279

 
$
142

   Consulting and legal fees
48

 
65

   Other
717

 
39

Rent and related charges
639

 
85

Severance
49

 

Exit of certain lines of business (2)
 
 
 
   Loss (gain) on disposal of assets

 
(469
)
   Other

 
74

Total
$
1,732

 
$
(64
)


(1)
Facility consolidation includes labor expense related to organizing inventory and equipment in preparation for the facility consolation, consulting and legal fees related to the project, and other expenses. These expenses were included in SG&A on the Condensed Consolidated Statement of Comprehensive Loss.
(2)
As part of the restructuring, the Company is exiting a manufacturing business line. Related charges included gains and losses on disposals of assets, and other expenses, which were included other income and expense, and SG&A on the Condensed Consolidated Statement of Comprehensive Loss, respectively.

The following represents the roll forward of restructuring reserves for the current period:
 
 
Balance at December 28, 2019
 
Impact to Earnings
 
Cash Paid
 
Balance at March 28, 2020
Severance and related
 
$
1,121

 
49

 
(310
)
 
$
860



The Company paid approximately $310 and $608 in severance and related expense to the Canada Restructuring Plan during the thirteen weeks ended March 28, 2020 and thirteen weeks ended March 30, 2019, respectively.

United States Restructuring

During fiscal 2019, the Company began implementing a plan to restructure the management and operations within the United States to achieve synergies and cost savings associated with the Company's acquisition activities. This restructuring includes management realignment, integration of sales and operating functions, and strategic review of the Company's product offerings. This plan was finalized during the fourth quarter of fiscal 2019. The Company expects to incur restructuring charges in the Fastening, Hardware, and Personal Protective Solutions segment and in the Consumer Connected Solutions segment during fiscal 2020 as the plans are implemented. Charges incurred include:

 
Thirteen Weeks Ended
March 28, 2020
 
Thirteen Weeks Ended
March 30, 2019
   Severance
$
131

 
$




The following represents the roll forward of restructuring reserves for the current period:
 
 
Balance at December 28, 2019
 
Impact to Earnings
 
Cash Paid
 
Balance at March 28, 2020
Severance and related
 
$
3,286

 
131

 
(1,284
)
 
$
2,133



The Company paid approximately $1,284 and $0 in severance and related expense to the United States Restructuring Plan during the thirteen weeks ended March 28, 2020 and thirteen weeks ended March 30, 2019, respectively.

Page 13 

THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)


10. Long Term Debt:

The following table summarizes the Company’s debt:
 
March 28, 2020
 
December 28, 2019
Revolving loans
$
147,500

 
$
113,000

Senior term loan, due 2025
1,045,001

 
1,047,653

6.375% Senior Notes, due 2022
330,000

 
330,000

11.6% Junior Subordinated Debentures - Preferred
105,443

 
105,443

Junior Subordinated Debentures - Common
3,261

 
3,261

Capital & finance leases
2,213

 
2,275

 
1,633,418

 
1,601,632

Unamortized premium on 11.6% Junior Subordinated Debentures
15,742

 
16,110

Unamortized discount on Senior term loan
(7,662
)
 
(8,040
)
Current portion of long term debt, capital leases and finance leases
(11,388
)
 
(11,358
)
Deferred financing fees
(13,257
)
 
(14,055
)
Total long term debt, net
$
1,616,853

 
$
1,584,289




As of March 28, 2020, there was $1,045,001 outstanding under the 2018 Term Loan. As of March 28, 2020, the Company had $147,500 outstanding under the ABL Revolver along with $19,401 of letters of credit. The Company has approximately $83,099 of available borrowings under the ABL Revolver as a source of liquidity.

Additional information with respect to the fair value of the Company’s fixed rate senior notes and junior subordinated debentures is included in Note 13 - Fair Value Measurements.

11. Leases

Lessee

The Company determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. The Company leases certain distribution center locations, vehicles, forklifts, computer equipment, and its corporate headquarters with expiration dates through 2032. Certain lease arrangements include escalating rent payments and options to extend the lease term. Expected lease terms include these options to extend or terminate the lease when it is reasonably certain the Company will exercise the option. The Company's leasing arrangements do not contain material residual value guarantees nor material restrictive covenants.

The components of operating and finance lease cost for the thirteen weeks ended March 28, 2020 and thirteen weeks ended March 30, 2019 were as follows:

 
 
Thirteen Weeks Ended
March 28, 2020
 
Thirteen Weeks Ended
March 30, 2019
Operating lease cost
 
$
4,747

 
$
4,723

Short term lease costs
 
520

 
1,233

Variable lease costs
 
181

 
188

Finance lease cost:
 
 
 
 
Amortization of right of use assets
 
202

 
92

Interest on lease liabilities
 
36

 
15



Page 14 

THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)



Rent expense totaled $5,448 and $6,144 in the thirteen weeks ended March 28, 2020 and thirteen weeks ended March 30, 2019, respectively. Rent expense includes operating lease cost as well as expense for non-lease components such as common area maintenance, real estate taxes, real estate insurance, variable costs related to our leased vehicles and also short-term rental expenses.

The implicit rate is not determinable in most of the Company’s leases, as such management uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The weighted average remaining lease terms and discount rates for all of our operating & finance leases were as follows as of March 28, 2020 and December 28, 2019:

 
 
March 28, 2020
 
December 28, 2019
 
 
Operating Leases
 
Finance Leases
 
Operating Leases
 
Finance Leases
Weighted average remaining lease term
 
7.81

 
3.18

 
7.88

 
3.46

Weighted average discount rate
 
7.83
%
 
6.44
%
 
7.81
%
 
6.49
%


Supplemental balance sheet information related to the Company's finance leases was as follows as of March 28, 2020 and December 28, 2019:
 
 
March 28, 2020
 
December 28, 2019
Finance lease assets, net, included in property plant and equipment
 
$
2,057

 
$
2,101

 
 
 
 
 
Current portion of long-term debt
 
779

 
749

Long-term debt, less current portion
 
1,434

 
1,526

Total principal payable on finance leases
 
2,213

 
2,275



Supplemental cash flow information related to the Company's operating leases was as follows for the thirteen weeks ended March 28, 2020 and thirteen weeks ended March 30, 2019:

 
 
Thirteen Weeks Ended
March 28, 2020
 
Thirteen Weeks Ended
March 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
 
 
 
 
Operating cash outflow from operating leases
 
$
4,621

 
$
4,631

Operating cash outflow from finance leases
 
36

 
10

Financing cash outflow from finance leases
 
206

 
142




Page 15 

THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)

Maturities of our lease liabilities for all operating and finance leases are as follows as of March 28, 2020:
 
 
Operating Leases
 
Finance Leases
Less than one year
 
$
16,960

 
$
902

1 to 2 years
 
15,206

 
726

2 to 3 years
 
13,336

 
453

3 to 4 years
 
11,603

 
345

4 to 5 years
 
11,262

 
36

After 5 years
 
41,019

 

Total future minimum rental commitments
 
109,386

 
2,462

Less - amounts representing interest
 
(28,466
)
 
(249
)
Present value of lease liabilities
 
$
80,920

 
$
2,213




As of December 28, 2019, maturities of our lease liabilities for all operating and finance leases were expected to be as follows:
 
 
Operating Leases
 
Finance Leases
Less than one year
 
$
17,525

 
$
873

1 to 2 years
 
15,956

 
712

2 to 3 years
 
13,925

 
456

3 to 4 years
 
12,045

 
383

4 to 5 years
 
11,716

 
127

After 5 years
 
43,591

 

Total future minimum rental commitments
 
114,758

 
2,551

Less - amounts representing interest
 
(30,072
)
 
(276
)
Present value of lease liabilities
 
84,686

 
2,275


Lessor

The Company has certain arrangements for key duplication equipment under which we are the lessor. These leases meet the criteria for operating lease classification. Lease income associated with these leases is not material.

12. Derivatives and Hedging:

The Company uses derivative financial instruments to manage our exposures to (1) interest rate fluctuations on our floating rate senior debt and (2) fluctuations in foreign currency exchange rates. The Company measures those instruments at fair value and recognizes changes in the fair value of derivatives in earnings in the period of change, unless the derivative qualifies as an effective hedge that offsets certain exposures.
Interest Rate Swap Agreements
On January 8, 2018, the Company entered into a forward Interest Rate Swap Agreement ("2018 Swap 1") with three-year terms for notional amounts of $90,000. The forward start date of the 2018 Swap was September 30, 2018 and the termination date is June 30, 2021. The 2018 Swap 1 has a determined interest rate of 2.3% plus the applicable interest rate margin of 4.0% for an effective rate of 6.3%.
On November 8, 2018, the Company entered into another new forward Interest Rate Swap Agreement ("2018 Swap 2") with three-year terms 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 an interest rate of 3.1% plus the applicable interest rate margin of 4.0% for an effective rate of 7.1%.

Page 16 

THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)

The fair value of the 2018 Swaps was $5,842 as of March 28, 2020 and it was reported on the Condensed Consolidated Balance Sheets within other non-current liabilities. An increase in other expense was recorded in the Statement of Comprehensive Loss for the unfavorable change of $2,250 in fair value since December 28, 2019.
The fair value of 2018 Swaps was $3,592 as of December 28, 2019 and it was reported on the Consolidated Balance Sheets in other non-current liabilities.
The Company's interest rate swap agreements do not qualify for hedge accounting treatment because they did not meet the provisions specified in ASC 815, Derivatives and Hedging (“ASC 815”). Accordingly, the gain or loss on these derivatives was recognized in current earnings.
The Company does not enter into derivative transactions for speculative purposes and, therefore, holds no derivative instruments for trading purposes.
Additional information with respect to the fair value of derivative instruments is included in Note 13 - Fair Value Measurements.

13. Fair Value Measurements:

The Company uses the accounting guidance that applies to all assets and liabilities that are being measured and reported on a fair value basis. The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:
Level 1:
 
Quoted market prices in active markets for identical assets or liabilities.
Level 2:
 
Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3:
 
Unobservable inputs reflecting the reporting entity’s own assumptions.
The following tables set forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis during the period, by level, within the fair value hierarchy:
 

 
As of March 28, 2020
 
Level 1
 
Level 2
 
Level 3
 
Total
Trading securities
$
1,456

 
$

 
$

 
$
1,456

Interest rate swaps

 
(5,842
)
 

 
(5,842
)
Contingent consideration payable

 

 
(15,318
)
 
(15,318
)
 
 
 
 
 
 
 
 
 
As of December 28, 2019
 
Level 1
 
Level 2
 
Level 3
 
Total
Trading securities
$
1,911

 
$

 
$

 
$
1,911

Interest rate swaps

 
(3,592
)
 

 
(3,592
)
Contingent consideration payable

 

 
(18,100
)
 
(18,100
)


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 March 28, 2020 and as of December 28, 2019, the 2018 Swap 1 and 2018 Swap 2 were recorded as other non-current liabilities on the accompanying Condensed Consolidated Balance Sheets.

Page 17 

THE HILLMAN COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)


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-out 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 March 28, 2020, the contingent consideration was recorded as $1,928 of other current liabilities and $13,390 in other non-current liabilities on the accompanying Condensed Consolidated Balance Sheets. As of December 28, 2019, the contingent consideration was recorded as $2,275 of other current liabilities and $15,825 in other non-current liabilities on the accompanying Condensed Consolidated Balance Sheets. This change in value was determined by using a simulation model of the Monte Carlo analysis that included updated projections applicable to the liability valuation as of March 28, 2020. The $4,400 decrease in the contingent consideration liability as of March 28, 2020 compared to as of December 28, 2019 was recorded within other income on the Condensed Consolidated Statements of Comprehensive Loss during the thirteen weeks ended March 28, 2020.
The fair value of the Company's fixed rate senior notes and junior subordinated debentures as of March 28, 2020 and December 28, 2019 were determined by utilizing current trading prices obtained from indicative market data. As a result, the fair value measurements of the Company's senior term notes and debentures are considered to be Level 2.
 
 
 
March 28, 2020
 
December 28, 2019
 
 
Carrying
Amount
 
Estimated
Fair Value
 
Carrying
Amount
 
Estimated
Fair Value
6.375% Senior Notes
 
$
327,500

 
$
256,163

 
$
327,222