SEC Comment Letter 0000000000-25-000848 to Hillman Solutions Corp. (HLMN) (CIK 0001822492) (HLMN)
Hillman Solutions Corp. (HLMN) (CIK 0001822492)
Date: Jan. 27, 2025 · CIK: 0001822492 · Accession: 0000000000-25-000848
AI Filing Summary & Sentiment
File numbers found in text: 001-39609
Referenced dates: January 3, 2025
Letter
January 27, 2025 Robert Kraft Chief Financial Officer Hillman Solutions Corp. 1280 Kemper Meadow Drive Cincinnati, Ohio 45240 Re:Hillman Solutions Corp. Form 10-K for the Fiscal Year Ended December 30, 2023 Filed February 22, 2024 Response dated January 3, 2025 File No. 001-39609 Dear Robert Kraft: We have reviewed your January 3, 2025 response to our comment letter and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our December 19, 2024 letter. Response letter dated January 3, 2025 Form 8-K filed November 5, 2024 Exhibit 99.1 Non-GAAP Financial Measures, page 8 1.We note your response to prior comment 3. Although the magnitude of your accounts receivable reserves may vary from period-to-period, it does not appear to us that this would change the underlying nature of the related expense. In this regard, please remove this adjustment from future filings as it appears to represent a normal, recurring expense to operate your business. Refer to Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.
January 27, 2025 Page 2 Form 10-K for the Fiscal Year Ended December 30, 2023 Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures, page 28 2.We note your response to prior comment 1 and understand that Adjusted EBITDA excludes $14.4 million of litigation expenses, incurred in 2022, consisting of amounts paid to outside legal counsel and other vendors in connection with your defense in the litigation with Hy-Ko. As these litigation expenses appear to represent normal, recurring cash operating expenses necessary to operate your business, please remove this component of your non-GAAP adjustment from future filings. Refer to Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Please contact Dale Welcome at 202-551-3865 or Jean Yu at 202-551-3305 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Manufacturing
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January 27, 2025
Robert Kraft
Chief Financial Officer
Hillman Solutions Corp.
1280 Kemper Meadow Drive
Cincinnati, Ohio 45240
Re:Hillman Solutions Corp.
Form 10-K for the Fiscal Year Ended December 30, 2023
Filed February 22, 2024
Response dated January 3, 2025
File No. 001-39609
Dear Robert Kraft:
We have reviewed your January 3, 2025 response to our comment letter and have the
following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
December 19, 2024 letter.
Response letter dated January 3, 2025
Form 8-K filed November 5, 2024
Exhibit 99.1
Non-GAAP Financial Measures, page 8
1.We note your response to prior comment 3. Although the magnitude of your accounts
receivable reserves may vary from period-to-period, it does not appear to us that this
would change the underlying nature of the related expense. In this regard, please
remove this adjustment from future filings as it appears to represent a normal,
recurring expense to operate your business. Refer to Question 100.01 of the Division
of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP
Financial Measures.
January 27, 2025
Page 2
Form 10-K for the Fiscal Year Ended December 30, 2023
Item 7 - Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measures, page 28
2.We note your response to prior comment 1 and understand that Adjusted EBITDA
excludes $14.4 million of litigation expenses, incurred in 2022, consisting of amounts
paid to outside legal counsel and other vendors in connection with your defense in the
litigation with Hy-Ko. As these litigation expenses appear to represent normal,
recurring cash operating expenses necessary to operate your business, please remove
this component of your non-GAAP adjustment from future filings. Refer to Question
100.01 of the Division of Corporation Finance’s Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures.
Please contact Dale Welcome at 202-551-3865 or Jean Yu at 202-551-3305 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing