hlm-20250329

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 29, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 001-39609

Hillman Solutions Corp.

(Exact name of registrant as specified in its charter)

Delaware

85-2096734

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

1280 Kemper Meadow Drive

45240

Cincinnati

Ohio

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (513) 851-4900

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share	HLMN	The Nasdaq Stock Market LLC

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, 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On April 25, 2025, 197,508,573 shares of common stock, par value $0.0001 per share, were outstanding.



TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Comprehensive Loss	2
	Condensed Consolidated Statements of Cash Flows	3
	Condensed Consolidated Statements of Stockholders' Equity	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30
Item 4.	Controls and Procedures	30
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	32
Item 3.	Defaults upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	34
SIGNATURES		35

Table of Contents

HILLMAN SOLUTIONS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(dollars in thousands)


	As of March 29, 2025		As of December 28, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	36,309	$	44,510
Accounts receivable, net of allowances of $1,732 ($2,827 - 2024)	134,244		109,788
Inventories, net	396,891		403,673
Other current assets	16,876		15,213
Total current assets	584,320		573,184
Property and equipment, net of accumulated depreciation of $388,776 ($376,150 - 2024)	232,911		224,174
Goodwill	828,727		828,553
Other intangibles, net of accumulated amortization of $545,911 ($530,398 - 2024)	590,635		605,859
Operating lease right of use assets	77,764		81,708

Other assets	16,560		17,025
Total assets	$	2,330,917	$	2,330,503
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	150,648	$	139,057
Current portion of debt and finance lease liabilities	13,661		12,975
Current portion of operating lease liabilities	17,210		16,850
Accrued expenses:
Salaries and wages	14,199		34,977
Pricing allowances	5,556		7,651
Income and other taxes	8,577		10,377

Other accrued expenses	27,515		31,843
Total current liabilities	237,366		253,730
Long-term debt	713,450		691,726
Deferred tax liabilities	124,280		124,611
Operating lease liabilities	66,977		71,474
Other non-current liabilities	6,791		6,591
Total liabilities	$	1,148,864	$	1,148,132
Commitments and contingencies (Note 6)
Stockholders' equity:
Common stock: $0.0001 par value, 500,000,000 shares authorized, 197,380,504 and 196,705,710 shares issued and outstanding in 2025 and 2024, respectively	20		20
Additional paid-in capital	1,444,265		1,442,958
Accumulated deficit	(219,268)		(218,951)
Accumulated other comprehensive loss	(42,964)		(41,656)
Total stockholders' equity	1,182,053		1,182,371
Total liabilities and stockholders' equity	$	2,330,917	$	2,330,503

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


1 \| March 29, 2025 Form 10-Q

Table of Contents

HILLMAN SOLUTIONS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)

(dollars in thousands, except for per share amounts)


	Thirteen Weeks Ended March 29, 2025		Thirteen Weeks Ended March 30, 2024
Net sales	$	359,343	$	350,305
Cost of sales (exclusive of depreciation and amortization shown separately below)	190,740		183,434
Selling, warehouse, general and administrative expenses	119,052		118,565
Depreciation	19,395		16,338
Amortization	15,415		15,254

Other (income) expense, net	(274)		410
Income from operations	15,015		16,304

Interest expense, net	14,460		15,271


Refinancing costs	906		3,008

Loss before income taxes	(351)		(1,975)
Income tax benefit	(34)		(483)
Net loss	$	(317)	$	(1,492)

Basic and diluted loss per share	$	(0.00)	$	(0.01)
Weighted average basic and diluted shares outstanding	197,284		195,365




Net loss from above	$	(317)	$	(1,492)
Other comprehensive loss:
Foreign currency translation adjustments	682		1,487
Hedging activity	(1,990)		(1,817)
Total other comprehensive loss	(1,308)		(330)
Comprehensive loss	$	(1,625)	$	(1,822)

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


2 \| March 29, 2025 Form 10-Q

Table of Contents

HILLMAN SOLUTIONS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(dollars in thousands)


	Thirteen Weeks Ended March 29, 2025		Thirteen Weeks Ended March 30, 2024
Cash flows from operating activities:
Net loss	$	(317)	$	(1,492)
Adjustments to reconcile net loss to net cash (used for) provided by operating activities:
Depreciation and amortization	34,810		31,592
Deferred income taxes	(974)		(386)
Deferred financing and original issue discount amortization	1,257		1,330
Stock-based compensation expense	3,278		2,829

Loss on debt restructuring	906		3,008

Cash paid to third parties in connection with debt restructuring	(906)		(1,554)
(Gain) loss on disposal of property and equipment	(139)		56
Change in fair value of contingent consideration	(326)		332

Changes in operating items:
Accounts receivable, net	(24,617)		(25,095)
Inventories, net	7,319		(2,341)
Other assets	(2,152)		(4,014)
Accounts payable	11,340		14,632
Accrued salaries and wages	(20,769)		(6,315)
Other accrued expenses	(9,365)		(906)


Net cash (used for) provided by operating activities	(655)		11,676
Cash flows from investing activities:
Acquisition of business, net of cash received	—		(23,956)
Capital expenditures	(20,658)		(17,759)

Other investing activities	(67)		(67)
Net cash used for investing activities	(20,725)		(41,782)
Cash flows from financing activities:
Repayments of senior term loans	(2,128)		(2,128)





Financing fees	—		(33)
Borrowings on revolving credit loans	62,000		45,000
Repayments of revolving credit loans	(44,000)		(27,000)
Principal payments under finance lease obligations	(1,270)		(875)
Proceeds from exercise of stock options	306		5,899
Payments of contingent consideration	(75)		(72)
Other financing activities	(440)		(380)

Net cash provided by financing activities	14,393		20,411
Effect of exchange rate changes on cash	(1,214)		1,814
Net decrease in cash and cash equivalents	(8,201)		(7,881)
Cash and cash equivalents at beginning of period	44,510		38,553
Cash and cash equivalents at end of period	$	36,309	$	30,672
Supplemental disclosure of cash flow information:
Interest paid	$	13,893	$	11,213
Income taxes paid	2,016		871
Capital expenditures in accounts payable	1,614		3,093

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


3 \| March 29, 2025 Form 10-Q

Table of Contents

HILLMAN SOLUTIONS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)

(dollars in thousands)


	Common Stock
	Shares	Amount		Additional Paid-in-Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
Thirteen weeks ended March 29, 2025
Balance at December 28, 2024	196,706	$	20	$	1,442,958	$	(218,951)	$	(41,656)	$	1,182,371
Net loss	—	—		—		(317)		—		(317)
Stock option activity, stock awards and employee stock purchase plan	675	—		1,307		—		—		1,307
Hedging activity	—	—		—		—		(1,990)		(1,990)
Change in cumulative foreign currency translation adjustment	—	—		—		—		682		682
Balance at March 29, 2025	197,381	$	20	$	1,444,265	$	(219,268)	$	(42,964)	$	1,182,053











Thirteen weeks ended March 30, 2024
Balance at December 30, 2023	194,913	$	20	$	1,418,535	$	(236,206)	$	(27,820)	$	1,154,529
Net loss	—	—		—		(1,492)		—		(1,492)
Stock option activity, stock awards and employee stock purchase plan	1,029	—		8,585		—		—		8,585
Hedging activity	—	—		—		—		(1,817)		(1,817)
Change in cumulative foreign currency translation adjustment	—	—		—		—		1,487		1,487
Balance at March 30, 2024	195,942	$	20	$	1,427,120	$	(237,698)	$	(28,150)	$	1,161,292

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


4 \| March 29, 2025 Form 10-Q

Table of Contents

1. BASIS OF PRESENTATION

The accompanying condensed financial statements include the consolidated accounts of 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 weeks ended March 29, 2025. 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 weeks ended March 29, 2025 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 28, 2024 and notes thereto included in the Form 10-K filed on February 20, 2025 with the Securities and Exchange Commission (“SEC”).

“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 the credit facility.

Nature of Operations:

The Company is comprised of three separate operating business segments: (1) Hardware and Protective Solutions, (2) Robotics and Digital Solutions, and (3) Canada.

Hillman provides and, on a limited basis, produces products such as fasteners and related hardware items; threaded rod and metal shapes; keys, key duplication systems, and accessories; personal protective equipment such as gloves, eye-wear and cleaning rags; rope and chain; builder's hardware; and identification items, such as tags and letters, numbers, and signs, to retail outlets, primarily hardware stores, home centers and mass merchants, pet supply stores, grocery stores, and drug stores. The Canada segment also produces fasteners, stampings, fittings, and processes threaded parts for automotive suppliers, industrial Original Equipment Manufacturers (“OEMs”), and industrial distributors.

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 filed on February 20, 2025 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.

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


5 \| March 29, 2025 Form 10-Q

Table of Contents

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 tables display our disaggregated revenue by product category.

SEC Form 10-Q filed by Hillman Solutions Corp.