Hillman Solutions Corp. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Acquisitions

Acquisitions

6 Months Ended

Jun. 29, 2019

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

Minute Key Holdings, Inc.

On August 10, 2018, the Company completed the acquisition of Minute Key Holdings, Inc. (“MinuteKey”), an innovative leader in self-service key duplicating kiosks for a total consideration reflecting an enterprise value of $156,289. MinuteKey is headquartered in Boulder, Colorado and has operations in the United States and Canada. MinuteKey is included in the Company's United States and Canada reportable segments.

Measurement period adjustments for the thirteen and twenty-six weeks ended June 29, 2019 were immaterial. See Note 5 - Goodwill and Other Intangible Assets, The following table reconciles the fair value of the acquired assets and assumed liabilities (net of purchase price accounting adjustments) to the total purchase price of the MinuteKey acquisition:



Cash	$	1,791
Inventory	3,952
Other current assets	766
Property and equipment	29,888
Goodwill	59,237
Customer relationships	50,000
Technology	19,000
Trade names	5,400
Other non-current assets	16
Total assets acquired	170,050
Less:
Liabilities assumed	(13,761		)
Total purchase price	$	156,289

Net sales and operating loss of the acquired business included in the Company's condensed consolidated statement of comprehensive income for thirteen weeks ended June 29, 2019 were approximately $13,592 and $1,020, respectively. Net sales and operating loss for twenty-six weeks ended June 29, 2019 were approximately $25,322 and $2,561, respectively. Unaudited pro forma financial information has not been presented for MinuteKey as the financial results of MinuteKey were insignificant to the financial results of the Company on a standalone basis.

Big Time Products

On October 1, 2018, the Company acquired NB Parent Company, Inc. and its affiliated companies including Big Time Products, LLC and Rooster Products International, Inc. (collectively, "Big Time"), a leading provider of personal protection and work gear products ranging from work gloves, tool belts and jobsite storage for a purchase price of $348,834. Big Time has business operations throughout North America and its financial results reside in the Company's United States, Canada and Mexico reportable segments.

The Company is in the process of obtaining additional information necessary to finalize the valuation of the assets acquired and liabilities assumed including income tax related amounts. Therefore, the preliminary fair values set forth below are subject to adjustment as additional information is obtained and the valuations are completed. Measurement period adjustments for the thirteen and twenty-six weeks ended June 29, 2019 were immaterial. See Note 5 - Goodwill and Other Intangible Assets, The following table reconciles the preliminary fair value of the acquired assets and assumed liabilities (net of purchase price accounting adjustments) to the total purchase price of the Big Time acquisition:



Cash	$	2,507
Accounts receivable	41,039
Inventory	42,303
Other current assets	1,623
Property and equipment	3,703
Goodwill	127,296
Customer relationships	189,000
Trade names	21,000
Other non-current assets	159
Total assets acquired	428,630
Less:
Liabilities assumed	(79,796		)
Total purchase price	$	348,834

The amount of net sales and operating income from Big Time included in the Company's condensed consolidated statement of comprehensive income for thirteen weeks ended June 29, 2019 was approximately $62,513 and $6,520, respectively. Net sales and operating income from Big Time for twenty-six weeks ended June 29, 2019 was approximately $126,340 and $12,295, respectively. The following table provides unaudited pro forma results of the combined entities of Hillman and Big Time Products, had the acquisition occurred at the beginning of fiscal 2018:



	(Unaudited) Fiscal Period Ended
	Thirteen weeks ended June 29, 2019		Thirteen weeks ended June 30, 2018		Twenty-six weeks ended June 29, 2019		Twenty-six weeks ended June 30, 2018
Net revenues	324,628		304,834		612,287		565,641
Net loss	(19,496	)	(16,020	)	(54,764	)	(29,342	)

The pro forma results are based on assumptions that the Company believes are reasonable under certain circumstances. The pro forma results presented are not intended to be indicative of results that may occur in the future. The underlying pro forma information includes historical results of the Company, the Company's financing arrangements related to the Big Time acquisition, and certain purchase price accounting adjustments, including amortization of acquired intangibles.