Hillman Solutions Corp 8-K/A, filed Jul 29, 2021

Hillman Solutions Corp. (HLMN)

8-K/A 2021-07-29 For: 2021-07-14

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Added on April 08, 2026

About this 8-K/A

Hillman Solutions Corp filed this 8-K/A on July 29, 2021, reporting on events of July 14, 2021.

Items reported

Item 2.01: Completed an acquisition or sale of assets
Item 9.01: Financial statements and exhibits

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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
Warrants to purchase one share of common stock, each at an exercise price of $11.50	HLMNW	The Nasdaq Stock Market LLC

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of January 24, 2021, by and among Landcadia Holdings III, Inc., Helios Sun Merger Sub, Inc., HMAN Group Holdings Inc. and CCMP Sellers’ Representative, LLC, solely in its capacity as representative of the stockholders of HMAN Group Holdings Inc. (incorporated by reference to Exhibit 2.1 of Landcadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).
2.2		First Amendment to Merger Agreement, dated as of March 12, 2021, by and among Landcadia Holdings III, Inc., Helios Sun Merger Sub, Inc., HMAN Group Holdings Inc. and CCMP Sellers’ Representative, LLC, solely in its capacity as representative of the stockholders of HMAN Group Holdings Inc. (incorporated by reference to Exhibit 2.2 of Landcadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).
3.1		Third Amended and Restated Certificate of Incorporation of Hillman Solutions Corp.
3.2		Amended and Restated Bylaws of Hillman Solutions Corp.
4.1		Amended and Restated Warrant Agreement, dated as of November 13, 2020, between Landcadia and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.2 of Landcadia’s Quarterly Report on Form 10-Q (File No. 001-39609), filed with the SEC on November 16, 2020).
4.2		Amended and Restated Declaration of Trust. (incorporated by reference to Exhibit 4.1 to the The Hillman Companies, Inc.’s Registration Statement No. 333-44733 on Form S-2)
4.3		Preferred Securities Guarantee. (incorporated by reference to Exhibit 4.3 to the The Hillman Companies, Inc.’s Registration Statement No. 333-44733 on Form S-2)

10.1		Form of Subscription Agreement, dated January 24, 2021, by and between Landcadia Holdings III, Inc. and the subscribers party thereto (incorporated by reference to Exhibit 10.3 of Landcadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).
10.2		Amended and Restated Registration Rights Agreement, dated July 14, 2021, by and among Hillman Solutions Corp., Jefferies Financial Group Inc., TFJ, LLC, CCMP Capital Investors III, L.P., CCMP Capital Investors (Employee) III, L.P., CCMP Co-Invest III A, L.P., Oak Hill Capital Partners III, L.P., Oak Hill Capital Management Partners III, L.P. and OHCP III HC RO, L.P.
10.3		Form Hillman Solutions Corp. 2021 Equity Incentive Plan (incorporated by reference to 10.1 of Landcadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).
10.4		Amended and Restated Letter Agreement, dated as of January 24, 2021, by and among Landcadia Holdings III, Inc., its officers, its directors, TJF, LLC and Jefferies Financial Group Inc. (incorporated by reference to Exhibit 10.5 of Lancadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).
10.5		Form of Indemnification Agreement
10.7		Form Hillman Solutions Corp. 2021 Employee Stock Purchase Plan (incorporated by reference to 10.2 of Landcadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).
10.8		Hillman Solutions Corp. 2021 Cash Incentive Plan
10.9		Form of Non-Qualified Stock Option Award Agreement under the Hillman Solutions Corp. 2021 Equity Incentive Plan

10.10		Form of Non-Qualified Stock Option Award Agreement for Non-Employee Directors under the Hillman Solutions Corp. 2021 Equity Incentive Plan
10.11		Form of Restricted Stock Unit Award Agreement under the Hillman Solutions Corp. 2021 Equity Incentive Plan
10.12		Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Hillman Solutions Corp. 2021 Equity Incentive Plan
10.13		Form of Management Lock-Up Agreement
10.14		Employment Agreement between Robert Kraft and The Hillman Group, Inc. dated October 2, 2017 (incorporated by reference to Exhibit 10.17 of Lancadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).
10.15		Employment Agreement between Douglas Cahill and The Hillman Group, Inc. dated July 25, 2019 (incorporated by reference to Exhibit 10.18 of Lancadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).

10.16		Employment Agreement between Randall Fagundo and The Hillman Group, Inc. dated August 10, 2018 (incorporated by reference to Exhibit 10.19 of Lancadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).
10.17		Employment Agreement between George Murphy and The Hillman Group, Inc. dated October 1, 2018 (incorporated by reference to Exhibit 10.20 of Lancadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).
10.18		Employment Agreement between Jarrod Streng and The Hillman Group, Inc. dated October 1, 2018 (incorporated by reference to Exhibit 10.21 of Lancadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).
10.19		ABL Credit Agreement, dated as of May 31, 2018, by and among Hillman Investment Company, a Delaware corporation, The Hillman Companies, Inc., a Delaware corporation, The Hillman Group Canada ULC, a British Columbia unlimited liability company, the other loan parties party thereto, the Lenders and Issuing Banks from time to time party hereto, including Barclays Bank PLC, and Barclays, in its capacities as administrative agent and collateral agent and the Swingline Lender, with Barclays, Jefferies Finance LLC, Citizens Bank, N.A. and MUFG Union Bank, N.A. as joint lead arrangers and joint bookrunners, Credit Suisse Loan Funding LLC and PNC Bank, National Association, as a documentation agent (incorporated by reference to Exhibit 10.14 of Lancadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).
10.20		Amendment No. 1, dated as of November 15, 2019 (incorporated by reference to Exhibit 10.16 of Lancadia’s Registration Statement on Form S-4 (Reg. No. 333-252693), filed with the SEC on June 11, 2021).
10.21		Amendment No. 2, dated as of July 14, 2021, by and among Hillman Investment Company, a Delaware corporation, The Hillman Group, Inc., a Delaware corporation, The Hillman Group Canada ULC, a British Columbia unlimited liability company, the Subsidiary Guarantors, the Released Party, the Lenders listed on the signature pages hereto and Barclays Bank PLC, in its capacity as administrative agent for the Lenders.
10.22		Credit Agreement, dated as of July 14, 2021, by and among The Hillman Group, Inc., a Delaware corporation, Hillman Investment Company, a Delaware corporation, the Lenders from time to time party hereto and Jefferies Finance LLC, in its capacities as administrative agent and collateral agent, with Jefferies and Barclays Bank PLC as joint lead arrangers and joint bookrunners.
21.1		List of Subsidiaries

99.1*		Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company as of and for the thirteen and twenty six weeks ended June 26, 2021.
99.2*		Audited financial statements of HMAN Group Holdings, Inc. as of and for the thirteen and twenty-six weeks ended June 26, 2021 and June 27, 2020.
99.3*		Unaudited Pro Forma Condensed Combined Financial Information as of and for the twenty six weeks ended June 26, 2021.

	HILLMAN SOLUTIONS CORP.

	By:	/s/ Douglas J. Cahill
Dated: July 29, 2021		Name:	Douglas J. Cahill
		Title:	Chairman, President and Chief Executive Officer

	Thirteen Weeks Ended June 26, 2021						Thirteen Weeks Ended June 27, 2020
(dollars in thousands)	Amount			% of Net Sales			Amount			% of Net Sales
Net sales	$	375,715			100.0	%	$	346,710			100.0	%
Cost of sales (exclusive of depreciation and amortization shown separately below)		215,967			57.5	%		196,402			56.6	%
Selling, general and administrative expenses		111,662			29.7	%		94,970			27.4	%
Depreciation		15,270			4.1	%		17,230			5.0	%
Amortization		15,414			4.1	%		14,865			4.3	%
Other (income) expense		(2,107	)		(0.6	)%		2,515			0.7	%
Income from operations		19,509			5.2	%		20,728			6.0	%
Interest expense, net of investment income		22,217			5.9	%		26,968			7.8	%
Mark-to-market adjustment of interest rate swap		(751	)		(0.2	)%		(308	)		(0.1	)%
Income (loss) before income taxes		(1,957	)		(0.5	)%		(5,932	)		(1.7	)%
Income tax expense (benefit)		1,428			0.4	%		(895	)		(0.3	)%
Net income (loss)	$	(3,385	)		(0.9	)%	$	(5,037	)		(1.5	)%
Adjusted EBITDA⁽¹⁾	$	64,472			17.2	%	$	61,610			17.8	%

	Twenty-six Weeks Ended June 26, 2021						Twenty-six Weeks Ended June 27, 2020
(dollars in thousands)	Amount			% of Net Sales			Amount			% of Net Sales
Net sales	$	716,996			100.0	%	$	642,546			100.0	%
Cost of sales (exclusive of depreciation and amortization shown separately below)		417,265			58.2	%		362,813			56.5	%
Selling, general and administrative expenses		214,841			30.0	%		184,723			28.7	%
Depreciation		31,611			4.4	%		34,747			5.4	%
Amortization		30,323			4.2	%		29,713			4.6	%
Other (income) expense		(2,333	)		(0.3	)%		376			0.1	%
Income from operations		25,289			3.5	%		30,174			4.7	%
Interest expense, net of investment income		44,293			6.2	%		53,205			8.3	%
Mark-to-market adjustment of interest rate swap		(1,424	)		(0.2	)%		1,942			0.3	%
Income (loss) before income taxes		(17,580	)		(2.5	)%		(24,973	)		(3.9	)%
Income tax expense (benefit)		(5,225	)		(0.7	)%		(5,132	)		(0.8	)%
Net income (loss)	$	(12,355	)		(1.7	)%	$	(19,841	)		(3.1	)%

Adjusted EBITDA⁽¹⁾	$	112,278			15.7	%	$	103,131			16.1	%

Thirteen weeks ended June 26, 2021	Hardware and Protective Solutions		Robotics and Digital Solutions			Canada		Consolidated
Operating income (loss)	$	9,995	$	6,546		$	2,968	$	19,509
Depreciation and amortization		17,397		11,593			1,694		30,684

Stock compensation expense		1,552		244			—		1,796
Management fees		76		12			—		88
Restructuring		—		—			—		—
Litigation expense		—		6,322			—		6,322
Acquisition and integration expense		3,108		191			—		3,299
Buy-back expense		1,350		—			—		1,350
Anti-dumping duties		2,636		—			—		2,636
Change in fair value of contingent consideration		—		(1,212	)		—		(1,212	)
Adjusted EBITDA	$	36,114	$	23,696		$	4,662	$	64,472

Thirteen weeks ended June 27, 2020	Hardware and Protective Solutions		Robotics and Digital Solutions			Canada		Consolidated
Operating income (loss)	$	24,423	$	(4,510	)	$	815	$	20,728
Depreciation and amortization		17,608		12,749			1,738		32,095

Stock compensation expense		1,379		145			—		1,524
Management fees		176		20			—		196
Restructuring		—		—			980		980
Litigation expense		—		1,893			—		1,893
Acquisition and integration expense		498		163			—		661
Facility closures		433		—			—		433
Change in fair value of contingent consideration		—		3,100			—		3,100
Corporate and intersegment adjustments		1,187		(1,187	)		—		—
Adjusted EBITDA	$	45,704	$	12,373		$	3,533	$	61,610

Twenty-six weeks ended June 26, 2021	Hardware and Protective Solutions		Robotics and Digital Solutions			Canada		Consolidated
Operating income (loss)	$	16,045	$	6,700		$	2,544	$	25,289
Depreciation and amortization		34,520		23,974			3,440		61,934

Stock compensation expense		3,056		481			—		3,537
Management fees		185		29			—		214
Restructuring		64		10			35		109
Litigation expense		—		10,282			—		10,282
Acquisition and integration expense		7,290		849			—		8,139
Buy-back expense		1,350		—			—		1,350
Anti-dumping duties		2,636		—			—		2,636
Change in fair value of contingent consideration		—		(1,212	)		—		(1,212	)
Adjusted EBITDA	$	65,146	$	41,113		$	6,019	$	112,278

Twenty-six weeks ended June 27, 2020	Hardware and Protective Solutions			Robotics and Digital Solutions			Canada			Consolidated
Operating income (loss)	$	33,276		$	1,386		$	(4,488	)	$	30,174
Depreciation and amortization		34,462			26,398			3,600			64,460

Stock compensation expense		2,330			339			—			2,669
Management fees		280			41			—			321
Restructuring		—			—			2,710			2,710
Litigation expense		—			2,674			—			2,674
Acquisition and integration expense		632			358			—			990
Facility closures		433			—			—			433
Change in fair value of contingent consideration		—			(1,300	)		—			(1,300	)
Corporate and intersegment adjustments		(47	)		47			—			—
Adjusted EBITDA	$	71,366		$	29,943		$	1,822		$	103,131

PART I. FINANCIAL INFORMATION		PAGE

Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Comprehensive Loss	4
	Condensed Consolidated Statements of Cash Flows	5
	Condensed Consolidated Statement of Stockholders' Equity	6
	Notes to Condensed Consolidated Financial Statements	7

	June 26, 2021			December 26, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	16,255		$	21,520
Accounts receivable, net of allowances of $2,586 ($2,395 - 2020)		146,865			121,228
Inventories, net		482,645			391,679
Other current assets		22,125			19,280
Total current assets		667,890			553,707
Property and equipment, net of accumulated depreciation of $260,692 ($236,031 - 2020)		174,466			182,674
Goodwill		826,969			816,200
Other intangibles, net of accumulated amortization of $322,230 ($291,434 - 2020)		826,949			825,966
Operating lease right of use assets		85,312			76,820
Deferred tax assets		2,728			2,075
Other assets		12,739			11,176
Total assets	$	2,597,053		$	2,468,618
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	229,618		$	201,461
Current portion of debt and capital leases		11,442			11,481
Current portion of operating lease liabilities		11,838			12,168
Accrued expenses:
Salaries and wages		16,738			29,800
Pricing allowances		7,636			6,422
Income and other taxes		2,647			5,986
Interest		13,550			12,988
Other accrued expenses		33,935			31,605
Total current liabilities		327,404			311,911
Long term debt		1,651,476			1,535,508
Deferred tax liabilities		151,970			156,118
Operating lease liabilities		78,204			68,934
Other non-current liabilities		24,154			31,560
Total liabilities	$	2,233,208		$	2,104,031
Commitments and contingencies (Note 6)
Stockholders' Equity:
Preferred stock, $0.01 par, 5,000 shares authorized, none issued or outstanding at June 26, 2020 and December 26, 2020		—			—
Common stock, $.01 par, 1,800,000 shares authorized, 558,179 and 556,444 issued and outstanding at June 26, 2021 and December 26, 2020, respectively		5			5
Treasury stock at cost, 4,740 shares at June 26, 2020 and December 26, 2020, respectively		(4,320	)		(4,320	)
Additional paid-in capital		575,437			570,139
Accumulated deficit		(184,204	)		(171,849	)
Accumulated other comprehensive loss		(23,073	)		(29,388	)
Total stockholders' equity		363,845			364,587
Total liabilities and stockholders' equity	$	2,597,053		$	2,468,618

	Thirteen Weeks Ended June 26, 2021			Thirteen Weeks Ended June 27, 2020			Twenty-six Weeks Ended June 26, 2021			Twenty-six Weeks Ended June 27, 2020
Net sales	$	375,715		$	346,710		$	716,996		$	642,546
Cost of sales (exclusive of depreciation and amortization shown separately below)		215,967			196,402			417,265			362,813
Selling, general and administrative expenses		111,662			94,970			214,841			184,723
Depreciation		15,270			17,230			31,611			34,747
Amortization		15,414			14,865			30,323			29,713
Management fees to related party		88			196			214			321
Other (income) expense		(2,195	)		2,319			(2,547	)		55
Income from operations		19,509			20,728			25,289			30,174
Interest expense, net		19,159			23,878			38,178			47,058
Interest expense on junior subordinated debentures		3,152			3,184			6,304			6,336
(Gain) loss on mark-to-market adjustment of interest rate swap		(751	)		(308	)		(1,424	)		1,942
Investment income on trust common securities		(94	)		(94	)		(189	)		(189	)
Loss before income taxes		(1,957	)		(5,932	)		(17,580	)		(24,973	)
Income tax provision (benefit)		1,428			(895	)		(5,225	)		(5,132	)
Net loss	$	(3,385	)	$	(5,037	)	$	(12,355	)	$	(19,841	)

Basic and diluted loss per share	$	(6	)	$	(9	)	$	(22	)	$	(36	)
Weighted average basic and diluted shares outstanding		553			544			553			544

Net loss from above	$	(3,385	)	$	(5,037	)	$	(12,355	)	$	(19,841	)
Other comprehensive income (loss):
Foreign currency translation adjustments		3,842			3,643			6,315			(7,570	)
Total other comprehensive income (loss)		3,842			3,643			6,315			(7,570	)
Comprehensive income (loss)	$	457		$	(1,394	)	$	(6,040	)	$	(27,411	)

	Twenty-six Weeks Ended June 26, 2021			Twenty-six Weeks Ended June 27, 2020
Cash flows from operating activities:
Net loss	$	(12,355	)	$	(19,841	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		61,934			64,460
Deferred income taxes		(4,709	)		(4,771	)
Deferred financing and original issue discount amortization		1,800			1,879
Stock-based compensation expense		3,537			2,669
Asset impairment		—			210
(Gain) on disposal of property and equipment		—			(337	)
Change in fair value of contingent consideration		(1,212	)		(1,300	)
Other non-cash interest and change in value of interest rate swap		(1,424	)		1,942
Changes in operating items:
Accounts receivable		(23,547	)		(61,318	)
Inventories		(73,049	)		592
Other assets		(15,786	)		1,307
Accounts payable		22,443			4,475
Other accrued liabilities		(17,471	)		21,690
Net cash provided by (used for) operating activities		(59,839	)		11,657
Cash flows from investing activities:
Acquisition of business, net of cash received		(39,102	)		(800	)
Capital expenditures		(22,684	)		(22,196	)
Net cash used for investing activities		(61,786	)		(22,996	)
Cash flows from financing activities:
Repayments of senior term loans		(5,304	)		(5,304	)
Borrowings on senior term loans		35,000			—
Financing fees		(1,027	)		—
Borrowings on revolving credit loans		128,000			66,000
Repayments of revolving credit loans		(42,000	)		(50,000	)
Principal payments under finance and capitalized lease obligations		(460	)		(411	)
Proceeds from exercise of stock options		1,761			—
Net cash provided by financing activities		115,970			10,285
Effect of exchange rate changes on cash		390			(315	)
Net decrease in cash and cash equivalents		(5,265	)		(1,369	)
Cash and cash equivalents at beginning of period		21,520			19,973
Cash and cash equivalents at end of period	$	16,255		$	18,604
Supplemental disclosure of cash flow information:
Interest paid on junior subordinated debentures, net	$	6,115		$	4,076
Interest paid		34,439			33,922
Income taxes paid		1,740			100

	Number of shares outstanding							Additional								Accumulated Other			Total
	Common Shares		Treasury Shares			Common Stock		Paid-in- capital		Treasury Stock			Accumulated			Comprehensive Loss			Stockholders Equity
Thirteen weeks ended March 27, 2021
Balance at December 26, 2020		556		(5	)	$	5	$	570,139	$	(4,320	)	$	(171,849	)	$	(29,388	)	$	364,587
Net loss		—		—			—		—		—		$	(8,970	)		—			(8,970	)
Stock-based compensation		—		—			—		1,741		—			—			—			1,741
Proceeds from exercise of stock options		2		—			—		1,643		—			—			—			1,643
Change in cumulative foreign currency translation adjustment							—		—		—			—			2,473			2,473
Balance at March 27, 2021		558		(5	)		5		573,523		(4,320	)		(180,819	)		(26,915	)		361,474
Net loss		—		—			—				—			(3,385	)		—			(3,385	)
Stock-based compensation		—		—			—		1,796		—			—			—			1,796
Proceeds from exercise of stock options		—		—			—		118		—			—			—			118
Change in cumulative foreign currency translation adjustment		—		—			—				—			—			3,842			3,842
Balance at June 26, 2021		558		(5	)	$	5	$	575,437	$	(4,320	)	$	(184,204	)	$	(23,073	)	$	363,845

Thirteen weeks ended March 28, 2020
Balance at December 28, 2019		548		(5	)	$	5	$	557,674	$	(4,320	)	$	(147,350	)	$	(32,040	)	$	373,969
Net loss		—		—			—		—		—			(14,804	)		—			(14,804	)
Stock-based compensation		—					—		1,145		—			—			—			1,145
Restricted shares issued		1		—			—		—		—			—			—			—
Change in cumulative foreign currency translation adjustment		—		—			—		—		—			—			(11,213	)		(11,213	)
Balance at March 28, 2020		549		(5	)		5		558,819		(4,320	)		(162,154	)		(43,253	)		349,097
Net loss		—		—			—		—		—			(5,037	)		—			(5,037	)
Stock-based compensation		—		—			—		1,524		—			—			—			1,524
Change in cumulative foreign currency translation adjustment		—		—			—		—		—			—			3,643			3,643
Balance at June 27, 2020	$	549	$	(5	)	$	5	$	560,343	$	(4,320	)	$	(167,191	)	$	(39,610	)	$	349,227

Accounts receivable	$	1,143
Inventory		3,564
Other current assets		24
Property and equipment		595
Goodwill		9,450
Customer relationships		23,500
Trade names		2,600
Technology		4,000
Total assets acquired		44,876
Less:
Liabilities assumed		(5,774	)
Total purchase price	$	39,102

	Goodwill at December 26, 2020		Acquisitions ⁽¹⁾		Dispositions		Other ⁽²⁾		Goodwill at June 26, 2021
Hardware and Protective Solutions	$	565,578	$	9,450	$	—	$	13	$	575,041
Robotics and Digital Solutions		220,936		—		—		—		220,936
Canada		29,686		—		—		1,306		30,992
Total	$	816,200	$	9,450	$	—	$	1,319	$	826,969

	Estimated Useful Life (Years)	June 26, 2021		December 26, 2020
Customer relationships	13 - 20	$	966,515	$	941,648
Trademarks - Indefinite	Indefinite		85,890		85,603
Trademarks - Other	7 - 15		29,000		26,400
Technology and patents	7 - 12		67,774		63,749
Intangible assets, gross			1,149,179		1,117,400
Less: Accumulated amortization			322,230		291,434
Other intangibles, net		$	826,949	$	825,966

	Severance and related expense
Balance as of December 28, 2019	$	1,121
Restructuring Charges		707
Cash Paid		(1,519	)
Balance as of December 26, 2020	$	309
Restructuring Charges		30
Cash Paid		(281	)
Balance as of June 26, 2021	$	58

	Severance and related expense
Balance as of December 28, 2019	$	3,286
Restructuring Charges		1,789
Cash Paid		(4,250	)
Balance as of December 26, 2020	$	825
Restructuring Charges		74
Cash Paid		(612	)
Balance as of June 26, 2021	$	287

	June 26, 2021			December 26, 2020
Revolving loans	$	158,000		$	72,000
Senior term loan, due 2025		1,066,740			1,037,044
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		1,773			2,044
		1,665,217			1,549,792
Unamortized premium on 11.6% Junior Subordinated Debentures		13,777			14,591
Unamortized discount on Senior term loan		(5,783	)		(6,532	)
Current portion of long term debt, capital leases and finance leases		(11,442	)		(11,481	)
Deferred financing fees		(10,293	)		(10,862	)
Total long term debt, net	$	1,651,476		$	1,535,508

	June 26, 2021		December 26, 2020
	Operating Leases	Finance Leases	Operating Leases	Finance Leases
Weighted average remaining lease term	7.09	2.47	7.19	2.61
Weighted average discount rate	8.20%	7.15%	8.28%	7.14%

	June 26, 2021		December 26, 2020
Finance lease assets, net, included in property plant and equipment	$	1,783	$	1,919

Current portion of long-term debt		833		872
Long-term debt, less current portion		940		1,172
Total principal payable on finance leases		1,773		2,044

	Twenty-six Weeks Ended June 26, 2021		Twenty-six Weeks Ended June 27, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflow from operating leases	$	9,778	$	8,956
Operating cash outflow from finance leases		68		72
Financing cash outflow from finance leases		460		411

	Operating Leases			Finance Leases
Less than one year	$	18,542		$	937
1 to 2 years		17,126			628
2 to 3 years		15,665			373
3 to 4 years		15,473			5
4 to 5 years		14,647			—
After 5 years		37,231			—
Total future minimum rental commitments		118,684			1,943
Less - amounts representing interest		(28,642	)		(170	)
Present value of lease liabilities	$	90,042		$	1,773

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.

	As of June 26, 2021
	Level 1		Level 2			Level 3			Total
Trading securities	$	1,582	$	—		$	—		$	1,582
Interest rate swaps		—		(2,769	)		—			(2,769	)
Contingent consideration payable		—		—			(12,959	)		(12,959	)

	As of December 26, 2020
	Level 1		Level 2			Level 3			Total
Trading securities	$	1,911	$	—		$	—		$	1,911
Interest rate swaps		—		(4,193	)		—			(4,193	)
Contingent consideration payable		—		—			(14,197	)		(14,197	)

	June 26, 2021				December 26, 2020
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
6.375% Senior Notes	$	328,889	$	330,330	$	328,333	$	327,525
Junior Subordinated Debentures		122,481		120,514		123,295		128,022

	Thirteen weeks ended June 26, 2021								Twenty-six weeks ended June 26, 2021
	Earnings (Numerator)			Shares (Denominator)		Per Share Amount			Earnings (Numerator)			Shares (Denominator)		Per Share Amount
Net loss	$	(3,385	)		553	$	(6	)	$	(12,355	)		553	$	(22	)
Dilutive effect of stock options	$	—			—	$	—		$	—			—	$	—
Net loss per diluted common share	$	(3,385	)	$	553	$	(6	)	$	(12,355	)	$	553	$	(22	)

	$		Shares		%
Hillman Holdco stockholders		914		91.4		48.7
Landcadia Public Stockholders⁽¹⁾		500		50.0		26.7
PIPE Investors⁽²⁾		350		35.0		18.7
SPAC Sponsors– JFG Sponsor⁽³⁾		72		7.2		3.8
SPAC Sponsors – TJF Sponsor		40		4.0		2.1
Total Shares		1,876		187.6		100.0

	As of June 26, 2021			As of June 30, 2021
	Hillman Historical			Landcadia III Historical			Pro Forma Transaction Adjustments				Pro Forma Combined

ASSETS
Current assets
Cash and cash equivalents		16,255			86			500,010		(A)		75,340
								375,000		(B)
								(1,663,735	)	(C)
								944,000		(D)
								(96,276	)	(E)
Accounts receivable, net		146,865			-							146,865
Inventories, net		482,645			-							482,645
Other current assets		22,125			132							22,257
Total current assets		667,890			218			58,999				727,107

Property, Plant, and Equipment, net		174,466			-							174,466

Other assets:
Goodwill		826,969			-							826,969
Other intangibles, net		826,949			-							826,949
Operating lease right of use assets		85,312			-							85,312
Deferred tax asset		2,728			-							2,728
Other assets		12,739			-							12,739
Cash and accrued interest held in trust account		-			500,010			(500,010	)	(A)		-
Total other assets		1,754,697			500,010			(500,010	)			1,754,697
Total assets		2,597,053			500,228			(441,011	)			2,656,270

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable		229,618			113							229,731
Current portion of debt and capital leases		11,442			-			(10,609	)	(C)		833
Current portion of operating lease liabilities		11,838			-							11,838
Accrued expenses		74,506			-			-				74,506
Total current liabilities		327,404			113			(10,609	)			316,908

Other liabilities
Long term debt, net of deferred financing costs		1,651,476			-			(1,649,703	)	(C)		945,773
								944,000		(D)
Deferred underwriting fee payable		-			17,500			(17,500	)	(E)		-
Warrant derivative liability					74,840							74,840
Deferred tax liabilities		151,970			-							151,970
Operating lease liabilities		78,204			-							78,204
Other non-current liabilities		24,154			-							24,154
Total other liabilities		1,905,804			92,340			(723,203	)			1,274,941

Shareholders' equity
Class A common stock subject to possible redemption (J)		-			500,000			(500,000	)	(I)		-
Class A Common stock (J)		5			-			4		(B)		19
								4		(G)
								1		(H)
								5		(I)
Class B Common stock (J)		-			1			(1	)	(H)		-
Paid-in capital		575,437			-			374,996		(B)		1,358,198
								(92,226	)	(F)
								(4	)	(G)
								499,995		(I)
Treasury stock		(4,320	)		-							(4,320	)
Accumulated deficit		(184,204	)		(92,226	)		(3,423	)	(C)		(266,403	)
								92,226		(F)
								(78,776	)	(E)
Accumulated other comprehensive loss		(23,073	)		-			-				(23,073	)
Total shareholders' equity		363,845			(92,225	)		792,801				1,064,421
Total liabilities and shareholders' equity		2,597,053			500,228			(441,011	)			2,656,270