8-K
Hillman Solutions Corp. (HLMN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2025
Hillman Solutions Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39609 | 85-2096734 |
|---|---|---|
| (State or other jurisdiction | (Commission File No.) | (I.R.S. Employer |
| of incorporation) | Identification No.) |
1280 Kemper Meadows Drive
Cincinnati, Ohio 45240
(Address of principal executive offices)
Registrant’s telephone number, including area code: (513) 851-4900
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 5, 2025, Hillman Solutions Corp. (the “Company”) issued a press release, furnished as Exhibit 99.1 and incorporated herein by reference, announcing the Company's selected summary financial results for its thirteen and twenty-six weeks ended June 28, 2025.
The information provided pursuant to Item 2.02, including the exhibit attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 8.01 Other Events.
On July 31, 2025, the Board of Directors (the “Board”) of the Company authorized a share repurchase program of up to $100 million (the “Repurchase Program”) of the Company's common stock, $0.0001 per share (the “Common Stock”).
The Repurchase Program permits shares of Common Stock to be repurchased from time to time at management's discretion, through a variety of methods, including a 10b5-1 trading plan, open market purchases, privately negotiated transactions or transactions otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.
The timing and number of shares of Common Stock repurchased will be opportunistic depending on a variety of factors, including price, general business and market conditions, alternative investment opportunities and funding considerations. The Repurchase Program does not obligate the Company to repurchase any specific number of shares of Common Stock and may be suspended or discontinued at any time. The Repurchase Program is effective immediately. A copy of the press release announcing the Repurchase Program is included as Exhibit 99.3 to this current report.
Forward Looking Statements.
This Current Report on Form 8-K contains statements considered to be forward-looking are made in good faith by the Company and are intended to qualify for the safe harbor from liability established by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. You should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," “target”, “goal”, "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with respect to future performance. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) unfavorable economic conditions that may affect our and our customers’, suppliers’ and other business partners’ operations, financial condition and cash flows including spending on home renovation or construction projects, inflation, recessions, instability in the financial markets or credit markets; (2) increased supply chain costs, including tariffs, raw materials, sourcing, transportation and energy; (3) the highly competitive nature of the markets that we serve; (4) the ability to continue to innovate with new products and services; (5) seasonality; (6) large customer concentration; (7) the ability to recruit and retain qualified employees; (8) the outcome of any legal proceedings that may be instituted against the Company; (9) adverse changes in currency exchange rates; or (10) regulatory changes and potential legislation that could adversely impact financial results. The foregoing list of factors is not exclusive, and readers should also refer to those risks that are included in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the Annual Report on Form 10-K filed on February 20, 2025. Given these uncertainties, current or prospective investors are cautioned not to place undue reliance on any such forward looking statements.
Except as required by applicable law, the Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this communication to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated Augustex991hillmanq22025earnings.htm5, 2025, announcing the financial results of Hillman Solutions Corp. forits thirteenand twenty-sixweeks endedJune28, 2025.
99.2 Supplemental slides provided in connection with thesecondquarter 2025 earnings call of Hillman Solutions Corp.
99.3 Press Release, dated August 5, 2025, announcing the $100 Million Share Repurchase Program
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 5, 2025 | Hillman Solutions Corp. | |
|---|---|---|
| By: | /s/ Robert O. Kraft | |
| Name: | Robert O. Kraft | |
| Title: | Chief Financial Officer |
Document
Hillman Reports Second Quarter 2025 Results
Raises mid-point of 2025 Net Sales and Adj. EBITDA guidance
Board Approves $100 million Share Repurchase Program
CINCINNATI, August 5, 2025 -- Hillman Solutions Corp. (Nasdaq: HLMN) (the “Company” or “Hillman”), a leading provider of hardware products and merchandising solutions, reported financial results for the thirteen and twenty-six weeks ended June 28, 2025.
Second Quarter 2025 Highlights (Thirteen weeks ended June 28, 2025)
•Net sales increased 6.2% to $402.8 million compared to $379.4 million in the prior year quarter
•Net income totaled $15.8 million, or $0.08 per diluted share, compared to $12.5 million, or $0.06 per diluted share, in the prior year quarter
•Adjusted diluted EPS1 totaled $0.17 per diluted share compared to $0.16 per diluted share in the prior year quarter
•Adjusted EBITDA1 increased to $75.2 million compared to $68.4 million in the prior year quarter
•Net cash provided by operating activities was $48.7 million compared to $64.8 million in the prior year quarter
•Free Cash Flow1 totaled $31.2 million compared to $42.5 million in the prior year quarter
•Subsequent to quarter-end, Hillman's Board of Directors authorized a new $100 million share repurchase program
Balance Sheet and Liquidity at June 28, 2025
•Gross debt was $708.9 million compared to $718.6 million on December 28, 2024
•Net debt1 was $674.7 million compared to $674.0 million on December 28, 2024
•Liquidity available totaled $246.9 million; consisting of $212.7 million of available borrowing under the revolving credit facility and $34.2 million of cash and equivalents
•Net debt1 to trailing twelve month Adjusted EBITDA improved to 2.7x at quarter end compared to 2.8x on December 28, 2024
1) Denotes Non-GAAP metric. For additional information, including our definitions, use of, and reconciliations of these metrics to the most directly comparable financial measures under GAAP, please see the reconciliations toward the end of the press release.
1
Management Commentary
"Our team has done a fantastic job successfully managing the tariff environment while continuing to provide great customer service at the shelf and delivering orders on-time and in-full," commented Jon Michael Adinolfi, President and CEO of Hillman. "During the quarter, we delivered robust top and bottom-line results which produced strong free cash flow and reduced our net debt outstanding. Looking forward, we are confident that the resilience of our business together with our long-term growth opportunities will drive growth for the remainder of 2025 and for years to come."
Full Year 2025 Guidance - Updated
Based on year-to-date performance and its expectations for the remainder of the year, management is updating its guidance most recently provided on April 29, 2025 with Hillman's first quarter 2025 results.
| Previous FY 2025 Guidance | Updated FY 2025 Guidance | |
|---|---|---|
| Net Sales | $1.495 to $1.575 billion | $1.535 to $1.575 billion |
| Adjusted EBITDA1 | $255 to $275 million | $265 to $275 million |
| Year-end leverage | 2.5x leverage at year end | 2.4x leverage at year end |
Rocky Kraft, Hillman's chief financial officer added: "Strong execution during the first half of the year, some clarity around tariffs, and a better outlook for the second half of the year have resulted in us raising the low-end of our guidance for both Net Sales and Adjusted EBITDA, therefore raising the midpoint of both. We now believe we will end the year with a leverage ratio of around 2.4 times, even with a modest share repurchase."
Share Repurchase Program
Hillman's Board of Directors authorized a share repurchase program ("SRP") for up to $100 million of the currently outstanding shares of the Company's common stock. The SRP permits shares of common stock to be repurchased from time to time at management's discretion, through a variety of methods, including a 10b5-1 trading plan, open market purchases, privately negotiated transactions or transactions otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.
Second Quarter 2025 Results Presentation
Hillman plans to host a conference call and webcast presentation today, August 5, 2025, at 8:30 a.m. Eastern Time to discuss its results. President and Chief Executive Officer Jon Michael Adinolfi and Chief Financial Officer Rocky Kraft will host the results presentation.
Date: Tuesday, August 5, 2025
Time: 8:30 a.m. Eastern Time
Listen-Only Webcast: https://edge.media-server.com/mmc/p/jok22dbq
1) Denotes Non-GAAP metric. For additional information, including our definitions, use of, and reconciliations of these metrics to the most directly comparable financial measures under GAAP, please see the reconciliations toward the end of the press release.
2
A webcast replay will be available approximately one hour after the conclusion of the call using the link above.
Hillman’s quarterly presentation and Form 10-Q are expected to be filed with the SEC and posted to its Investor Relations website, https://ir.hillmangroup.com, prior to the webcast presentation.
About Hillman Solutions Corp.
Hillman Solutions Corp. (“Hillman”) is a leading provider of hardware-related products and solutions to home improvement, hardware, and farm and fleet retailers across North America. Renowned for its commitment to customer service, Hillman has differentiated itself with its competitive moat built on direct-to-store shipping, a dedicated in-store sales and service team of over 1,200 professionals, and over 60 years of product and industry experience. Hillman’s extensive portfolio includes hardware solutions (fasteners, screws, nuts and bolts), protective solutions (work gloves, jobsite storage and protective gear), and robotic and digital solutions (key duplication and tag engraving). Leveraging its world-class distribution network, Hillman regularly earns vendor of the year recognition from top customers. For more information on Hillman, visit www.hillman.com.
Forward-Looking Statements
All statements made in this press release that are considered to be forward-looking are made in good faith by the Company and are intended to qualify for the safe harbor from liability established by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. You should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," “target”, “goal”, "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with respect to future performance. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) unfavorable economic conditions that may affect our and our customers’, suppliers’ and other business partners’ operations, financial condition and cash flows including spending on home renovation or construction projects, inflation, recessions, instability in the financial markets or credit markets; (2) increased supply chain costs, including tariffs, raw materials, sourcing, transportation and energy; (3) the highly competitive nature of the markets that we serve; (4) the ability to continue to innovate with new products and services; (5) seasonality; (6) large customer concentration; (7) the ability to recruit and retain qualified employees; (8) the outcome of any legal proceedings that may be instituted against the Company; (9) adverse changes in currency exchange rates; or (10) regulatory changes and potential legislation that could adversely impact financial results. The foregoing list of factors is not exclusive, and readers should also refer to those risks that are included in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the Annual Report on Form 10-K filed on February 20, 2025. Given these uncertainties, current or prospective investors are cautioned not to place undue reliance on any such forward-looking statements.
1) Denotes Non-GAAP metric. For additional information, including our definitions, use of, and reconciliations of these metrics to the most directly comparable financial measures under GAAP, please see the reconciliations toward the end of the press release.
3
Except as required by applicable law, the Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this communication to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Contact:
Michael Koehler
Vice President of Investor Relations & Treasury
513-826-5495
IR@hillmangroup.com
1) Denotes Non-GAAP metric. For additional information, including our definitions, use of, and reconciliations of these metrics to the most directly comparable financial measures under GAAP, please see the reconciliations toward the end of the press release.
4
HILLMAN SOLUTIONS CORP.
Condensed Consolidated Statement of Net Loss, GAAP Basis
(dollars in thousands) Unaudited
| Thirteen Weeks Ended<br>June 28, 2025 | Thirteen Weeks Ended<br>June 29, 2024 | Twenty-six Weeks Ended June 28, 2025 | Twenty-six Weeks Ended<br>June 29, 2024 | ||||
|---|---|---|---|---|---|---|---|
| Net sales | $ | 402,803 | $ | 379,432 | $ | 729,737 | |
| Cost of sales (exclusive of depreciation and amortization shown separately below) | 208,338 | 194,672 | 399,078 | 378,106 | |||
| Selling, warehouse, general and administrative expenses | 123,707 | 121,154 | 242,759 | 239,719 | |||
| Depreciation | 19,848 | 16,297 | 39,243 | 32,635 | |||
| Amortization | 15,257 | 15,249 | 30,672 | 30,503 | |||
| Other (income) expense | (664) | 474 | (938) | 884 | |||
| Income from operations | 36,317 | 31,586 | 51,332 | 47,890 | |||
| Interest expense, net | 13,892 | 13,937 | 28,352 | 29,208 | |||
| Refinancing costs | — | — | 906 | 3,008 | |||
| Income before income taxes | 22,425 | 17,649 | 22,074 | 15,674 | |||
| Income tax expense | 6,593 | 5,114 | 6,559 | 4,631 | |||
| Net income | $ | 15,832 | $ | 12,535 | $ | 11,043 | |
| Basic income per share | $ | 0.08 | $ | 0.06 | $ | 0.06 | |
| Weighted average basic shares outstanding | 197,593 | 196,075 | 197,439 | 195,721 | |||
| Diluted income per share | $ | 0.08 | $ | 0.06 | 0.08 | $ | 0.06 |
| Weighted average diluted shares outstanding | 198,676 | 198,420 | 199,257 | 198,037 |
All values are in US Dollars.
HILLMAN SOLUTIONS CORP.
Condensed Consolidated Balance Sheets
(dollars in thousands)
Unaudited
| June 28, 2025 | December 28, 2024 | |||
|---|---|---|---|---|
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 34,188 | $ | 44,510 |
| Accounts receivable, net of allowances of $1,644 ($2,827 - 2024) | 141,178 | 109,788 | ||
| Inventories, net | 427,633 | 403,673 | ||
| Other current assets | 20,545 | 15,213 | ||
| Total current assets | 623,544 | 573,184 | ||
| Property and equipment, net of accumulated depreciation of $406,602 ($376,150 - 2024) | 234,852 | 224,174 | ||
| Goodwill | 830,535 | 828,553 | ||
| Other intangibles, net of accumulated amortization of $562,043 ($530,398 - 2024) | 576,459 | 605,859 | ||
| Operating lease right of use assets | 74,088 | 81,708 | ||
| Other assets | 17,152 | 17,025 | ||
| Total assets | $ | 2,356,630 | $ | 2,330,503 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 169,483 | $ | 139,057 |
| Current portion of debt and financing lease liabilities | 13,912 | 12,975 | ||
| Current portion of operating lease liabilities | 17,426 | 16,850 | ||
| Accrued expenses: | ||||
| Salaries and wages | 24,452 | 34,977 | ||
| Pricing allowances | 6,374 | 7,651 | ||
| Income and other taxes | 10,536 | 10,377 | ||
| Other accrued liabilities | 31,068 | 31,843 | ||
| Total current liabilities | 273,251 | 253,730 | ||
| Long-term debt | 683,082 | 691,726 | ||
| Deferred tax liabilities | 123,064 | 124,611 | ||
| Operating lease liabilities | 63,057 | 71,474 | ||
| Other non-current liabilities | 7,238 | 6,591 | ||
| Total liabilities | $ | 1,149,692 | $ | 1,148,132 |
| Commitments and contingencies (Note 6) | ||||
| Stockholders' equity: | ||||
| Common stock: $0.0001 par value, 500,000,000 shares authorized, 197,565,451 and 196,705,710 issued and outstanding in 2025 and 2024, respectively | 20 | 20 | ||
| Additional paid-in capital | 1,448,553 | 1,442,958 | ||
| Accumulated deficit | (203,436) | (218,951) | ||
| Accumulated other comprehensive loss | (38,199) | (41,656) | ||
| Total stockholders' equity | 1,206,938 | 1,182,371 | ||
| Total liabilities and stockholders' equity | $ | 2,356,630 | $ | 2,330,503 |
HILLMAN SOLUTIONS CORP.
Condensed Consolidated Statement of Cash Flows
(dollars in thousands)
Unaudited
| Twenty-six Weeks Ended <br>June 28, 2025 | Twenty-six Weeks Ended<br>June 29, 2024 | |||
|---|---|---|---|---|
| Cash flows from operating activities: | ||||
| Net income | $ | 15,515 | $ | 11,043 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation and amortization | 69,915 | 63,138 | ||
| Deferred income taxes | (3,101) | (1,706) | ||
| Deferred financing and original issue discount amortization | 2,511 | 2,551 | ||
| Stock-based compensation expense | 6,835 | 6,485 | ||
| Loss on debt restructuring | 906 | 3,008 | ||
| Cash paid to third parties in connection with debt restructuring | (906) | (1,554) | ||
| Loss on disposal of property and equipment | (63) | 56 | ||
| Change in fair value of contingent consideration | (567) | 780 | ||
| Changes in operating items: | ||||
| Accounts receivable, net | (30,905) | (28,414) | ||
| Inventories, net | (20,812) | (10,929) | ||
| Other assets | (7,702) | (4,409) | ||
| Accounts payable | 29,015 | 28,683 | ||
| Accrued salaries and wages | (10,681) | 5,926 | ||
| Other accrued expenses | (1,908) | 1,818 | ||
| Net cash provided by operating activities | 48,052 | 76,476 | ||
| Net cash from investing activities | ||||
| Acquisition of business, net of cash received | — | (23,783) | ||
| Capital expenditures | (38,175) | (40,078) | ||
| Other investing activities | (109) | (153) | ||
| Net cash used for investing activities | (38,284) | (64,014) | ||
| Cash flows from financing activities: | ||||
| Repayments of senior term loans | (4,256) | (4,255) | ||
| Financing fees | — | (33) | ||
| Borrowings on revolving credit loans | 79,000 | 65,000 | ||
| Repayments of revolving credit loans | (92,000) | (65,000) | ||
| Principal payments under finance lease obligations | (2,653) | (1,758) | ||
| Proceeds from exercise of stock options | 490 | 6,379 | ||
| Payments of contingent consideration | (137) | (133) | ||
| Other financing activities | (855) | 570 | ||
| Net cash (used for) provided by financing activities | (20,411) | 770 | ||
| Effect of exchange rate changes on cash | 321 | 2,231 | ||
| Net (decrease) increase in cash and cash equivalents | (10,322) | 15,463 | ||
| Cash and cash equivalents at beginning of period | 44,510 | 38,553 | ||
| Cash and cash equivalents at end of period | $ | 34,188 | $ | 54,016 |
Reconciliations of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measures
The Company uses non-GAAP financial measures to analyze underlying business performance and trends. The Company believes that providing these non-GAAP financial measures enhances the Company’s and investors’ ability to compare the Company’s past financial performance with its current performance. These non-GAAP financial measures are provided as supplemental information to the financial measures presented in this press release that are calculated and presented in accordance with GAAP. Non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures determined or calculated in accordance with GAAP. The Company’s definitions of its non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies. Because GAAP financial measures on a forward-looking basis are not accessible, and reconciling information is not available without unreasonable effort, reconciliations to GAAP financial measures are not provided for forward-looking non-GAAP measures. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results.
Non-GAAP financial measures such as consolidated adjusted EBITDA and Adjusted Diluted Earnings per Share (EPS) exclude from the relevant GAAP metrics items that neither relate to the ordinary course of the Company’s business, nor reflect the Company’s underlying business performance.
Reconciliation of Adjusted EBITDA (Unaudited)
(dollars in thousands)
Adjusted EBITDA is a non-GAAP financial measure and is the primary basis used to measure the operational strength and performance of our businesses as well as to assist in the evaluation of underlying trends in our businesses. This measure eliminates the significant level of noncash depreciation and amortization expense that results from the capital-intensive nature of our businesses and from intangible assets recognized in business combinations. It is also unaffected by our capital and tax structures, as our management excludes these results when evaluating our operating performance. Our management use this financial measure to evaluate our consolidated operating performance and the operating performance of our operating segments as well as to allocate resources and capital to our operating segments. Additionally, we believe that Adjusted EBITDA is useful to investors because it is one of the bases for comparing our operating performance with that of other companies in our industries, although our measure of Adjusted EBITDA may not be directly comparable to similar measures used by other companies.
| Thirteen Weeks Ended<br>June 28, 2025 | Thirteen Weeks Ended<br>June 29, 2024 | Twenty-six Weeks Ended <br>June 28, 2025 | Twenty-six Weeks Ended<br>June 29, 2024 | |||||
|---|---|---|---|---|---|---|---|---|
| Net income | $ | 15,832 | $ | 12,535 | $ | 15,515 | $ | 11,043 |
| Income tax expense | 6,593 | 5,114 | 6,559 | 4,631 | ||||
| Interest expense, net | 13,892 | 13,937 | 28,352 | 29,208 | ||||
| Depreciation | 19,848 | 16,297 | 39,243 | 32,635 | ||||
| Amortization | 15,257 | 15,249 | 30,672 | 30,503 | ||||
| EBITDA | $ | 71,422 | $ | 63,132 | $ | 120,341 | $ | 108,020 |
| Stock compensation expense | 3,557 | 3,656 | 6,835 | 6,485 | ||||
| Restructuring and other (1) | 420 | 879 | 2,111 | 1,870 | ||||
| Transaction and integration expense (2) | 70 | 242 | 128 | 516 | ||||
| Change in fair value of contingent consideration | (241) | 448 | (567) | 780 | ||||
| Refinancing costs (3) | — | — | 906 | 3,008 | ||||
| Total adjusting items | 3,806 | 5,225 | 9,413 | 12,659 | ||||
| Adjusted EBITDA | $ | 75,228 | $ | 68,357 | $ | 129,754 | $ | 120,679 |
(1)Includes consulting and other costs associated with severance related to our distribution center relocations and corporate restructuring activities.
(2)Transaction and integration expense includes professional fees and other costs related to the Koch Industries, Inc. and Intex DIY, Inc acquisitions.
(3)In the first quarters of 2025 and 2024, we entered into a Repricing Amendment (2025 Repricing Amendment and 2024 Repricing Amendment) on our existing Senior Term Loan due July 14, 2028.
Reconciliation of Adjusted Diluted Earnings Per Share
(in thousands, except per share data)
Unaudited
We define Adjusted Diluted EPS as reported diluted EPS excluding the effect of one-time, non-recurring activity and volatility associated with our income tax expense. The Company believes that Adjusted Diluted EPS provides further insight and comparability in operating performance as it eliminates the effects of certain items that are not comparable from one period to the next. The following is a reconciliation of reported diluted EPS from continuing operations to Adjusted Diluted EPS from continuing operations:
| Thirteen Weeks Ended<br>June 28, 2025 | Thirteen Weeks Ended<br>June 29, 2024 | Twenty-six Weeks Ended <br>June 28, 2025 | Twenty-six Weeks Ended<br>June 29, 2024 | |||||
|---|---|---|---|---|---|---|---|---|
| Reconciliation to Adjusted Net Income | ||||||||
| Net income | $ | 15,832 | $ | 12,535 | $ | 15,515 | $ | 11,043 |
| Remove adjusting items (1) | 3,806 | 5,225 | 9,413 | 12,659 | ||||
| Remove amortization expense | 15,257 | 15,249 | 30,672 | 30,503 | ||||
| Remove tax benefit on adjusting items and amortization expense (2) | (1,176) | (1,544) | (2,896) | (3,780) | ||||
| Adjusted Net Income | $ | 33,719 | $ | 31,465 | $ | 52,704 | $ | 50,425 |
| Reconciliation to Adjusted Diluted Earnings per Share | ||||||||
| Diluted Earnings per Share | $ | 0.08 | $ | 0.06 | $ | 0.08 | $ | 0.06 |
| Remove adjusting items (1) | 0.02 | 0.03 | 0.05 | 0.06 | ||||
| Remove amortization expense | 0.08 | 0.08 | 0.15 | 0.15 | ||||
| Remove tax benefit on adjusting items and amortization expense (2) | (0.01) | (0.01) | (0.01) | (0.02) | ||||
| Adjusted Diluted Earnings per Share | $ | 0.17 | $ | 0.16 | $ | 0.26 | $ | 0.25 |
Note: Adjusted EPS may not add due to rounding.
(1)Please refer to the "Reconciliation of Adjusted EBITDA" table above for additional information on adjusting items. See the "Per share impact of Adjusting Items" table below for the per share impact of each adjustment.
(2)We have calculated the income tax effect of the non-GAAP adjustments shown above at the applicable statutory rate of 25% for the U.S. and 26.2% for Canada except for the following items:
a.The tax impact of stock compensation expense was calculated using the statutory rate of 25%, excluding certain awards that are non-deductible.
b.The tax impact of acquisition and integration expense was calculated using the statutory rate of 25%, excluding certain charges that were non-deductible.
c.Amortization expense for financial accounting purposes was offset by the tax benefit of deductible amortization expense using the statutory rate of 25%.
(3)Diluted shares on a GAAP basis for the thirteen and twenty-six weeks ended June 28, 2025 include the dilutive impact of 1,083 and 1,818 options and awards, respectfully. Diluted shares on a GAAP basis for the thirteen and twenty-six weeks ended June 29, 2024 include the dilutive impact of 2,345 and 2,316 options and awards, respectfully.
Per Share Impact of Adjusting Items
| Thirteen Weeks Ended<br>June 28, 2025 | Thirteen Weeks Ended<br>June 29, 2024 | Twenty-six Weeks Ended <br>June 28, 2025 | Twenty-six Weeks Ended<br>June 29, 2024 | |||||
|---|---|---|---|---|---|---|---|---|
| Stock compensation expense | $ | 0.02 | $ | 0.02 | $ | 0.03 | $ | 0.03 |
| Restructuring and other costs | 0.00 | 0.00 | 0.01 | 0.01 | ||||
| Transaction and integration expense | 0.00 | 0.00 | 0.00 | 0.00 | ||||
| Change in fair value of contingent consideration | 0.00 | 0.00 | 0.00 | 0.00 | ||||
| Refinancing costs | 0.00 | 0.00 | 0.00 | 0.02 | ||||
| Total adjusting items | $ | 0.02 | $ | 0.03 | $ | 0.05 | $ | 0.06 |
Note: Adjusting items may not add due to rounding.
Reconciliation of Net Debt
We define Net Debt as reported gross debt less cash on hand. Net debt is not defined under U.S. GAAP and may not be computed the same as similarly titled measures used by other companies. The Company believes that Net Debt provides further insight and comparability into liquidity and capital structure. The following is the calculation of Net Debt:
| June 28, 2025 | December 28, 2024 | |||
|---|---|---|---|---|
| Revolving loans | $ | 49,000 | $ | 62,000 |
| Senior term loan, due 2028 | 641,215 | 645,470 | ||
| Finance leases and other obligations | 18,647 | 11,085 | ||
| Gross debt | $ | 708,862 | $ | 718,555 |
| Less cash | 34,188 | 44,510 | ||
| Net debt | $ | 674,674 | $ | 674,045 |
Reconciliation of Free Cash Flow
We calculate free cash flow as cash flows from operating activities less capital expenditures. Free cash flow is not defined under U.S. GAAP and may not be computed the same as similarly titled measures used by other companies. We believe free cash flow is an important indicator of how much cash is generated by our business operations and is a measure of incremental cash available to invest in our business and meet our debt obligations.
| Thirteen Weeks Ended<br>June 28, 2025 | Thirteen Weeks Ended<br>June 29, 2024 | Twenty-six Weeks Ended <br>June 28, 2025 | Twenty-six Weeks Ended<br>June 29, 2024 | |||||
|---|---|---|---|---|---|---|---|---|
| Net cash provided by operating activities | $ | 48,707 | $ | 64,800 | $ | 48,052 | $ | 76,476 |
| Capital expenditures | (17,517) | (22,319) | (38,175) | (40,078) | ||||
| Free cash flow | $ | 31,190 | $ | 42,481 | $ | 9,877 | $ | 36,398 |
Source: Hillman Solutions Corp.
11
hillmanq22025earningscal
Quarterly Earnings Results Presentation Q2 2025 - August 5, 2025
2 PresBuilder Placeholder - Delete this box if you see it on a slide, but DO NOT REMOVE this box from the slide layout Forward Looking Statements This presentation contains certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements, which are not historical facts and are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. All forward-looking statements are made in good faith by the company and are intended to qualify for the safe harbor from liability established by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.You should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," “target”, “goal”, "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with respect to future performance. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) unfavorable economic conditions that may affect operations, financial condition and cash flows including spending on home renovation or construction projects, inflation, recessions, instability in the financial markets or credit markets; (2) increased supply chain costs, including tariffs, raw materials, sourcing, transportation and energy; (3) the highly competitive nature of the markets that we serve; (4) the ability to continue to innovate with new products and services; (5) seasonality; (6) large customer concentration; (7) the ability to recruit and retain qualified employees; (8) the outcome of any legal proceedings that may be instituted against the Company; (9) adverse changes in currency exchange rates; or (10) regulatory changes and potential legislation that could adversely impact financial results. The foregoing list of factors is not exclusive, and readers should also refer to those risks that are included in the Company’s filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 28, 2024. Given these uncertainties, current or prospective investors are cautioned not to place undue reliance on any such forward looking statements. Except as required by applicable law, the Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this communication to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. Presentation of Non-GAAP Financial Measures In addition to the results provided in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) throughout this presentation the company has provided non-GAAP financial measures, which present results on a basis adjusted for certain items. The company uses these non-GAAP financial measures for business planning purposes and in measuring its performance relative to that of its competitors. The company believes that these non-GAAP financial measures are useful financial metrics to assess its operating performance from period-to-period by excluding certain items that the company believes are not representative of its core business. These non-GAAP financial measures are not intended to replace, and should not be considered superior to, the presentation of the company’s financial results in accordance with GAAP. The use of the non-GAAP financial measures terms may differ from similar measures reported by other companies and may not be comparable to other similarly titled measures. These non-GAAP financial measures are reconciled from the respective measures under GAAP in the appendix below. The company is not able to provide a reconciliation of the company’s non-GAAP financial guidance to the corresponding GAAP measures without unreasonable effort because of the inherent difficulty in forecasting and quantifying certain amounts necessary for such a reconciliation such as certain non-cash, nonrecurring or other items that are included in net income and EBITDA as well as the related tax impacts of these items and asset dispositions / acquisitions and changes in foreign currency exchange rates that are included in cash flow, due to the uncertainty and variability of the nature and amount of these future charges and costs.
3 • Net sales increased 6.2% to $402.8 million versus Q2 2024 ◦ Hardware and Protective Solutions ("HPS") increased +8.7% ◦ Robotics and Digital Solutions ("RDS") increased +2.3% ◦ Canada decreased (5.6)% • GAAP net income totaled $15.8 million, or $0.08 per diluted share, compared to $12.5 million, or $0.06 per diluted share, in Q2 2024 • Adjusted Gross Margins totaled 48.3% compared to 48.7% in Q2 2024 • Adjusted EBITDA increased to $75.2 million compared to $68.4 million in Q2 2024 • Adjusted EBITDA margins were 18.7% compared to 18.0% in Q2 2024 • Net Debt / Adjusted EBITDA (ttm): 2.7x at quarter end, compared to 2.8x on December 28, 2024 Q2 2025 Financial Review Please see reconciliation tables in the Appendix of this presentation for non-GAAP metrics. Highlights for the 13 Weeks Ended June 28, 2025
4 Q2 2025 Operational Review Highlights for the 13 Weeks Ended June 28, 2025 • Continued taking great care of customers: ◦ YTD fill rates averaged 95% • Continue to pursue accretive, tuck-in M&A opportunities that leverage the Hillman moat • During the quarter, Hillman continued to optimize its supply chain and diversify the country of origin and believe it has the ability to reduce China exposure to 20% by year end • Increased the midpoint of FY 2025 Net Sales and Adj. EBITDA guidance ◦ Expects to end 2025 with 2.4x Net Sales / TTM Adj. EBITDA • Hillman's Board of Directors approved a $100 million share repurchase program
5 Quarterly Financial Performance Adjusted EBITDA (millions $ and % of Net Sales) Please see reconciliation of Non-GAAP metrics Adjusted EBITDA and Adjusted Gross Margin in the Appendix of this presentation. Not to scale. Net Sales (millions $) Adjusted Gross Margin (millions $ and % of Net Sales) $68.4 $75.2 Q2 2024 Q2 2025 18.7%18.0% $184.8 $194.5 Q2 2024 Q2 2025 $379.4 $402.8 Q2 2024 Q2 2025 48.3%48.7%
6 Hardware & Protective Q2 2025 Q2 2024 Δ Thirteen weeks ended 6/28/2025 6/29/2024 Comments Revenues $305,924 $281,356 8.7% Driven by M&A, new business, and price Adjusted EBITDA $51,540 $44,925 14.7% Margin (Adj. EBITDA/Net Sales) 16.8% 16.0% 80 bps Robotics & Digital Q2 2025 Q2 2024 Δ Thirteen weeks ended 6/28/2025 6/29/2024 Comments Revenues $55,520 $54,257 2.3% Supported by MinuteKey 3.5 rollout Adjusted EBITDA $17,773 $16,976 4.7% Margin (Adj. EBITDA/Net Sales) 32.0% 31.3% 70 bps Canada Q2 2025 Q2 2024 Δ Thirteen weeks ended 6/28/2025 6/29/2024 Comments Revenues $41,359 $43,819 (5.6)% Soft market and economy; FX headwinds Adjusted EBITDA $5,915 $6,456 (8.4)% Margin (Adj. EBITDA/Net Sales) 14.3% 14.7% (40) bps Consolidated Q2 2025 Q2 2024 Δ Thirteen weeks ended 6/28/2025 6/29/2024 Revenues $402,803 $379,432 6.2% Adjusted EBITDA $75,228 $68,357 10.1% Margin (Adj. EBITDA/Net Sales) 18.7% 18.0% 70 bps Quarterly Performance by Product Category Please see reconciliation of Adjusted EBITDA to Net Income in the Appendix of this presentation. Figures in Thousands of USD unless otherwise noted. • Top Row: ◦ 27 point height ◦ 16 font (work sans) ◦ 4 point white bottom line • First Column green ◦ Dark: CFD9D1 ◦ Light: D9E1DA • Other Columns gray ◦ Dark: D9D9D9 ◦ Light E0E0E0 ◦ 1 point white bottom and inside lines
7 Hardware & Protective Q2 2025 Q2 2024 Δ Twenty-six weeks ended 6/28/2025 6/29/2024 Comments Revenues $583,933 $544,678 7.2% Driven by M&A, new business, and price Adjusted EBITDA $89,799 $78,213 14.8% Margin (Adj. EBITDA/Net Sales) 15.4% 14.4% 100 bps Robotics & Digital Q2 2025 Q2 2024 Δ Twenty-six weeks ended 6/28/2025 6/29/2024 Comments Revenues $108,430 $106,281 2.0% Supported by MinuteKey 3.5 rollout Adjusted EBITDA $32,310 $32,967 (2.0)% Margin (Adj. EBITDA/Net Sales) 29.8% 31.0% (120) bps Canada Q2 2025 Q2 2024 Δ Twenty-six weeks ended 6/28/2025 6/29/2024 Comments Revenues $69,783 $78,778 (11.4)% Soft market and economy; FX headwinds Adjusted EBITDA $7,645 $9,499 (19.5)% Margin (Adj. EBITDA/Net Sales) 11.0% 12.1% (110) bps Consolidated Q2 2025 Q2 2024 Δ Twenty-six weeks ended 6/28/2025 6/29/2024 Revenues $762,146 $729,737 4.4% Adjusted EBITDA $129,754 $120,679 7.5% Margin (Adj. EBITDA/Net Sales) 17.0% 16.5% 50 bps YTD Performance by Product Category Please see reconciliation of Adjusted EBITDA to Net Income in the Appendix of this presentation. Figures in Thousands of USD unless otherwise noted.
8 Hardware & Protective Robotics & Digital Canada Total Revenue Thirteen weeks ended June 28, 2025 Fastening and Hardware $244,562 $— $37,405 $281,967 Personal Protective 61,362 — 1,649 63,011 Keys and Key Fobs — 46,054 2,295 48,349 Engraving and Resharp — 9,466 10 9,476 Total Revenue $305,924 $55,520 $41,359 $402,803 Quarterly Revenue by Product Category Hardware & Protective Robotics & Digital Canada Total Revenue Thirteen weeks ended June 29, 2024 Fastening and Hardware $234,354 $— $40,603 $274,957 Personal Protective 47,002 — 1,195 48,197 Keys and Key Fobs — 41,938 2,008 43,946 Engraving and Resharp — 12,319 13 12,332 Total Revenue $281,356 $54,257 $43,819 $379,432 Figures in Thousands of USD unless otherwise noted.
9 Hardware & Protective Robotics & Digital Canada Total Revenue Twenty-six weeks ended June 28, 2025 Fastening and Hardware $454,112 $— $62,455 $516,567 Personal Protective 129,821 — 2,880 132,701 Keys and Key Fobs — 89,034 4,431 93,465 Engraving and Resharp — 19,396 17 19,413 Total Revenue $583,933 $108,430 $69,783 $762,146 YTD Revenue by Product Category Hardware & Protective Robotics & Digital Canada Total Revenue Twenty-six weeks ended June 29, 2024 Fastening and Hardware $452,192 $— $72,192 $524,384 Personal Protective 92,486 — 2,603 95,089 Keys and Key Fobs — 82,127 3,960 86,087 Engraving and Resharp — 24,154 23 24,177 Total Revenue $544,678 $106,281 $78,778 $729,737 Figures in Thousands of USD unless otherwise noted.
10 Hillman’s Diversified Supply Chain ◦ Over the past several years, Hillman has lowered its exposure to suppliers based in China ◦ Accelerating “Dual Faucet” strategy; sourcing from multiple suppliers in multiple countries ◦ This flexible supply chain allows Hillman to deliver quality products at the best overall value for its customers; mitigating potential tariff impact ◦ Hillman has a path to reduce its China-based supplier exposure to ~20% by end 2025 2018 SUPPLIER COUNTRY OF ORIGIN Approximates China 49% North America 24% Rest of World 27% 2025 SUPPLIER COUNTRY OF ORIGIN Approximates at Q2 2025 China 33% North America 33% Rest of World 34% Management estimates
11 Total Net Leverage (Net Debt / TTM Adj. EBITDA) Capital Structure June 28, 2025 millions $ ABL Revolver ($212.7m available) $49.0 Term Note $641.2 Finance Leases and Other Obligations $18.6 Total Debt $708.9 Cash $34.2 Net Debt $674.7 TTM Adjusted EBITDA $250.8 Net Debt/ TTM Adjusted EBITDA 2.7x Leverage holding below 3x; will continue to delever, buy stock back, and/or execute M&A Please see reconciliation of Non-GAAP metrics Adjusted EBITDA and Net Debt in the Appendix of this presentation. 2.9x 2.9x 2.8x 2.9x 2.7x 06 /2 9/ 20 24 09 /2 8/ 20 24 12 /2 8/ 20 24 03 /2 9/ 20 25 06 /2 8/ 20 25
12 2025 Full Year Guidance (in millions USD) Previous FY 2025 Guidance Range Updated FY 2025 Guidance Range Revenues $1.495 to $1.575 billion $1.535 to $1.575 billion Adjusted EBITDA $255 to $275 million $265 to $275 million Year-end leverage 2.5x leverage at year end 2.4x leverage at year end On August 5, 2025, Hillman raised the midpoint of its guidance, which most recently provided on April 29, 2025 with Hillman's first quarter 2025 results. Please see reconciliation of Non-GAAP metrics in the Appendix of this presentation.
13 Key Takeaways Resilient Business; Focused on Diversifying Supply Chain Historical Long-term Annual Growth Targets (Organic): Revenue Growth: +6% & Adj. EBITDA Growth: +10% Historical Long-term Annual Growth Targets (incl. Acquisitions): Revenue Growth: +10% & Adj. EBITDA Growth: +15% • Business has 60+ year track record of success; proven to be resilient through multiple economic cycles with great long-term partnerships with customers • Hillman products are utilized for repair, maintenance and remodel projects; products are generally low-cost and a very small percentage of a given project • 1,200-member sales and service team and direct-to-store fulfillment continue to provide competitive advantages and strengthen competitive moat - drives new business wins • Given the tariff environment, Hillman working to diversify its supply chain to optimize costs and value; working to mitigate higher costs
Appendix
15 Investment Highlights Significant runway for incremental growth: Organic + M&A Management team with proven operational and M&A expertise Strong financial profile with 60+ year track record Market and innovation leader across multiple categories Indispensable partner embedded with winning retailers Customers love us, trust us and rely on us Large, predictable, growing and resilient end markets
16 Hillman: Overview Who We Are *Management Estimates Adjusted EBITDA is a non-GAAP measure. Please see Appendix for a reconciliation of Adjusted EBITDA to Net loss ~19 billion Fasteners Sold ~222 million Pairs of Work Gloves Sold ~106+ million Keys Duplicated ~111,000 SKUs Managed ~29,000 Direct Shipping Retail Locations ~31,500 Kiosks in Retail Locations #1 Position Across Core Categories* 7.4% Sales CAGR over past 10 years 61-Year Track record of success $1.5 billion 2024 Sales 9.6% CAGR 2018-2024 Adj. EBITDA Growth 16.4% 2024 Adj. EBITDA Margin 2024: By The Numbers • We are a leading North American provider of hardware products and solutions, including; ◦ Hardware and home improvement products ◦ Protective and job site gear – including work gloves and job site storage ◦ Robotic kiosk technologies (“RDS”): Key duplication, engraving & knife sharpening • Our differentiated service model provides direct to-store shipping, in-store service, and category management solutions • We have long-standing strategic partnerships with leading retailers across North America: ◦ Home Depot, Lowes, Walmart, Tractor Supply, and ACE Hardware • Founded in 1964; HQ in Cincinnati, Ohio
17 #1 in Segment Representative Top Customers #1 in Segment #1 in Segment Key and Fob Duplication Personalized Tags Knife Sharpening Fasteners & Specialty Gloves Builders Hardware & Metal Shapes Safety / PPE Construction Fasteners Work Gear Picture Hanging Source: Third party industry report and management estimates. Primary Product Categories Hardware Solutions Robotics & Digital SolutionsProtective Solutions Rope & Chain
18 Thirteen weeks ended June 28, 2025 June 29, 2024 Net income $15,832 $12,535 Income tax expense 6,593 5,114 Interest expense, net 13,892 13,937 Depreciation 19,848 16,297 Amortization 15,257 15,249 EBITDA $71,422 $63,132 Stock compensation expense 3,557 3,656 Restructuring and other (1) 420 879 Transaction and integration expense (2) 70 242 Change in fair value of contingent consideration (241) 448 Adjusted EBITDA $75,228 $68,357 Adjusted EBITDA Reconciliation Footnotes: 1. Includes consulting and other costs associated with severance related to our distribution center relocations and corporate restructuring activities. 2. Transaction and integration expense includes professional fees and other costs related to the Koch Industries, Inc. and Intex DIY, Inc acquisitions.
19 Twenty-six weeks ended June 28, 2025 June 29, 2024 Net income $15,515 $11,043 Income tax expense 6,559 4,631 Interest expense, net 28,352 29,208 Depreciation 39,243 32,635 Amortization 30,672 30,503 EBITDA $120,341 $108,020 Stock compensation expense 6,835 6,485 Restructuring and other (1) 2,111 1,870 Transaction and integration expense (2) 128 516 Change in fair value of contingent consideration (567) 780 Refinancing costs (3) 906 3,008 Adjusted EBITDA $129,754 $120,679 Adjusted EBITDA Reconciliation Footnotes: 1. Includes consulting and other costs associated with severance related to our distribution center relocations and corporate restructuring activities. 2. Transaction and integration expense includes professional fees and other costs related to the Koch Industries, Inc and Intex DIY, Inc acquisitions. 3. In the first quarter of 2025 and 2024, we entered into a Repricing Amendment (2025 Repricing Amendment and 2024 Repricing Amendment) on our existing Senior Term Loan due July 14, 2028.
20 Thirteen weeks ended June 28, 2025 June 29, 2024 Net Sales $402,803 $379,432 Cost of sales (exclusive of depreciation and amortization) 208,338 194,672 Gross margin exclusive of depreciation and amortization $194,465 $184,760 Gross margin exclusive of depreciation and amortization % 48.3 % 48.7 % Adjusting Items: — — Adjusted Gross Profit $194,465 $184,760 Adjusted Gross Margin % 48.3 % 48.7 % Twenty-six weeks ended June 28, 2025 June 29, 2024 Net Sales $762,146 $729,737 Cost of sales (exclusive of depreciation and amortization) 399,078 378,106 Gross margin exclusive of depreciation and amortization $363,068 $351,631 Gross margin exclusive of depreciation and amortization % 47.6 % 48.2 % Adjusting Items: — — Adjusted Gross Profit $363,068 $351,631 Adjusted Gross Margin % 47.6 % 48.2 % Adjusted Gross Margin Reconciliation
21 Thirteen weeks ended June 28, 2025 June 29, 2024 Net sales $402,803 $379,432 Selling, general and administrative expenses 123,707 121,154 SG&A as a % of Net Sales 30.7 % 31.9 % SG&A Adjusting Items (1): Stock compensation expense 3,557 3,656 Restructuring 420 879 Acquisition and integration expense 70 242 Adjusted SG&A $119,660 $116,377 Adjusted SG&A as a % of Net Sales 29.7 % 30.7 % Twenty-six weeks ended June 28, 2025 June 29, 2024 Net sales $762,146 $729,737 Selling, general and administrative expenses 242,759 239,719 SG&A as a % of Net Sales 31.9 % 32.9 % SG&A Adjusting Items (1): Stock compensation expense 6,835 6,485 Restructuring 2,111 1,870 Acquisition and integration expense 128 516 Adjusted SG&A $233,685 $230,848 Adjusted SG&A as a % of Net Sales 30.7 % 31.6 % Adjusted SG&A Expense Reconciliation 1. See adjusted EBITDA Reconciliation for details of adjusting items
22 As of June 28, 2025 December 28, 2024 Revolving loans $49,000 $62,000 Senior term loan 641,215 645,470 Finance leases and other obligations 18,647 11,085 Gross debt $708,862 $718,555 Less cash 34,188 44,510 Net debt $674,674 $674,045 Net Debt & Free Cash Flow Reconciliations Thirteen weeks ended June 28, 2025 June 29, 2024 Net cash provided by operating activities $48,707 $64,800 Capital expenditures (17,517) (22,319) Free cash flow $31,190 $42,481 Twenty-six weeks ended Net cash provided by operating activities $48,052 $76,476 Capital expenditures (38,175) (40,078) Free cash flow $9,877 $36,398 Reconciliation of Net Debt Reconciliation of Free Cash Flow
23 Thirteen weeks ended June 28, 2025 HPS RDS Canada Operating income $25,672 $6,309 $4,336 Depreciation & amortization 22,433 11,439 1,233 Stock compensation expense 3,071 220 266 Restructuring and other 296 44 80 Transaction and integration expense 68 2 — Change in fair value of contingent consideration — (241) — Adjusted EBITDA $51,540 $17,773 $5,915 Thirteen weeks ended June 29, 2024 HPS RDS Canada Operating income $21,152 $6,201 $4,233 Depreciation & amortization 20,374 9,936 1,236 Stock compensation expense 3,103 282 271 Restructuring 63 100 716 Transaction and integration expense 233 9 — Change in fair value of contingent consideration — 448 — Adjusted EBITDA $44,925 $16,976 $6,456 Segment Adjusted EBITDA Reconciliations
24 Twenty-six weeks ended June 28, 2025 HPS RDS Canada Operating income $37,142 $9,365 $4,825 Depreciation & amortization 44,509 22,992 2,414 Stock compensation expense 5,919 451 465 Restructuring and other 2,105 65 (59) Transaction and integration expense 124 4 — Change in fair value of contingent consideration — (567) — Adjusted EBITDA $89,799 $32,310 $7,645 Twenty-six weeks ended June 29, 2024 HPS RDS Canada Operating income $31,232 $11,126 $5,532 Depreciation & amortization 40,387 20,168 2,583 Stock compensation expense 5,483 519 483 Restructuring 612 357 901 Transaction and integration expense 499 17 — Change in fair value of contingent consideration — 780 — Adjusted EBITDA $78,213 $32,967 $9,499 Segment Adjusted EBITDA Reconciliations
Document
Hillman’s Board of Directors Approves $100 Million Share Repurchase Program
Share Repurchase Program is Hillman’s first since becoming public in 2021
CINCINNATI, August 5, 2025 -- Hillman Solutions Corp. (Nasdaq: HLMN) (the “Company” or “Hillman”), a leading provider of hardware products and merchandising solutions, announced that its Board of Directors has authorized an initial share repurchase program (“SRP”) for up to $100 million of the Company’s outstanding common stock.
This new authorization permits shares of common stock to be repurchased from time to time at management's discretion, through a variety of methods, including a 10b5-1 trading plan, open market purchases, privately negotiated transactions or transactions otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.
This is the first SRP that Hillman has implemented since becoming publicly traded in 2021.
Jon Michael Adinolfi, Hillman’s President and CEO commented: “We have made great progress improving our balance sheet over the past few years, and now feel it prudent to put a share repurchase program in place. The SRP gives us the opportunity to buy back stock while we continue to invest in organic growth opportunities, pay down debt, and grow through acquisition."
About Hillman Solutions Corp.
Hillman Solutions Corp. (“Hillman”) is a leading provider of hardware-related products and solutions to home improvement, hardware, and farm and fleet retailers across North America. Renowned for its commitment to customer service, Hillman has differentiated itself with its competitive moat built on direct-to-store shipping, a dedicated in-store sales and service team of over 1,200 professionals, and over 60 years of product and industry experience. Hillman’s extensive portfolio includes hardware solutions (fasteners, screws, nuts and bolts), protective solutions (work gloves, jobsite storage and protective gear), and robotic and digital solutions (key duplication and tag engraving). Leveraging its world-class distribution network, Hillman regularly earns vendor of the year recognition from top customers. For more information on Hillman, visit www.hillman.com.
Forward-Looking Statements
All statements made in this press release that are considered to be forward-looking are made in good faith by the Company and are intended to qualify for the safe harbor from liability established by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. You should not rely on these forward-looking statements as predictions of future events. Words such as
"expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," “target”, “goal”, "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with respect to future performance. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) unfavorable economic conditions that may affect our and our customers’, suppliers’ and other business partners’ operations, financial condition and cash flows including spending on home renovation or construction projects, inflation, recessions, instability in the financial markets or credit markets; (2) increased supply chain costs, including tariffs, raw materials, sourcing, transportation and energy; (3) the highly competitive nature of the markets that we serve; (4) the ability to continue to innovate with new products and services; (5) seasonality; (6) large customer concentration; (7) the ability to recruit and retain qualified employees; (8) the outcome of any legal proceedings that may be instituted against the Company; (9) adverse changes in currency exchange rates; or (10) regulatory changes and potential legislation that could adversely impact financial results. The foregoing list of factors is not exclusive, and readers should also refer to those risks that are included in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the Annual Report on Form 10-K filed on February 20, 2025. Given these uncertainties, current or prospective investors are cautioned not to place undue reliance on any such forward looking statements.
Except as required by applicable law, the Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this communication to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Contact:
Investors
Michael Koehler
Vice President of Investor Relations & Treasury
513-826-5495
IR@hillmangroup.com
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