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

Annual report pursuant to Section 13 and 15(d)

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets:

Goodwill amounts by reporting unit are summarized as follows:



	Goodwill at									Goodwill at
	December 31, 2014		Acquisitions		Dispositions		Other (1)			December 31, 2015
United States, excluding All Points	$	580,420	$	—	$	—	$	—		$	580,420
All Points	3,360		—		—		—			3,360
Canada	32,844		—		—		(5,314		)	27,530
Mexico	4,936		—		—		(731		)	4,205
Australia	—		—		—		—			—
Total	$	621,560	$	—	$	—	$	(6,045	)	$	615,515


(1)	These amounts relate to adjustments resulting from fluctuations in foreign currency exchange rates.

Definite-lived intangible assets are amortized over their useful lives. Indefinite-lived intangible assets are not amortized, but are subject to impairment testing. The values assigned to intangible assets, in connection with the Merger Transaction and the Paulin Acquisition, were determined through separate independent appraisals. Other intangibles, net, as of December 31, 2015 and 2014 consist of the following:



	Estimated			Estimated
	Useful Life (Years)	December 31, 2015		Useful Life (Years)	December 31, 2014
Customer relationships	20	$	687,530	20	$	693,852
Trademarks - All Others	Indefinite	85,227		Indefinite	86,513
Trademarks - TagWorks	5	300		5	300
Patents	7-12	32,777		7-12	32,895
KeyWorks license	7	4,431		7	4,476
Intangible assets, gross		810,265			818,036
Less: Accumulated amortization		56,782			19,095
Other intangibles, net		$	753,483		$	798,941

The Successor's accumulated amortization was $56,782 as of December 31, 2015, which includes accumulated amortization of foreign subsidiaries translated using exchange rates in effect at the balance sheet date. The Successor's amortization expense for amortizable assets was $38,003 and $19,128, including the adjustments resulting from fluctuations in foreign currency exchange rates, for the year ended December 31, 2015 and period from June 30, 2014 through December 31, 2014, respectively. The Predecessor's amortization expense for amortizable assets was $11,093 for the six months period ended June 29, 2014 and $22,112 for the year ended December 31, 2013. For the years ending December 31, 2016, 2017, 2018, 2019, and 2020, the Successor's amortization expense for amortizable assets is estimated to be $37,854, $37,854, $37,854, $37,824, and $37,794, respectively.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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