Hillman Solutions Corp. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Basis of Presentation (Tables)

Basis of Presentation (Tables)

12 Months Ended

Dec. 31, 2014

Fair Value of Acquired Assets and Assumed Liabilities to Total Purchase Price

The following table reconciles the fair value of the acquired assets and assumed liabilities to the total purchase price:


	Amount
Fair value of consideration transferred	$	1,399,055

Cash	$	28,695
Accounts Receivable		113,030
Inventory		187,509
Other current assets		25,224
Property and equipment		117,336
Goodwill		624,870
Intangible assets		822,620
Other non-current assets		3,481

Total assets		1,922,765
Less:
Accounts payable		(65,009	)
Deferred income taxes		(275,957	)
Junior subordinated debentures		(105,443	)
Junior subordinated debentures premium		(22,437	)
Other liabilities		(54,864	)

Net assets	$	1,399,055

Summary of Pro Forma Financial Statements of Company

The following table indicates the pro-forma financial statements of the Company for the years ended December 31, 2014 (includes transaction costs of $54,400 as discussed in Note 22) and 2013. The pro-forma financial statements give effect to the acquisition (the “Paulin Acquisition”), on February 19, 2013, of all of the issued and outstanding Class A common shares of H. Paulin & Co., Limited (“Paulin”) and the Merger Transaction as if they had each occurred on January 1, 2013.


	2014			2013
Net Sales	$	734,669		$	717,571
Net Loss		(4,863	)		(60,082	)

Paulin [Member]

Fair Value of Acquired Assets and Assumed Liabilities to Total Purchase Price

The following table reconciles the estimated fair value of the acquired assets and assumed liabilities to the total purchase price of the Paulin Acquisition:


Accounts receivable	$	17,259
Inventory		55,552
Other current assets		2,701
Property and equipment		16,121
Goodwill		11,687
Intangibles		18,967

Total assets acquired		122,287
Less:
Deferred income taxes		(5,437	)
Liabilities assumed		(13,434	)

Total purchase price	$	103,416