Hillman Solutions Corp.
For the period ended Mar 29, 2025. Filed Apr 29, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 29, 2025 · Filed Apr 29, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-28; filed 2024-11-05.
0001822492-24-000164
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-29; filed 2025-04-29.
0001822492-25-000095
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 173 previous paragraphs and 110 current paragraphs.
54 unchanged; 38 reworded; 15 added; 64 removed; 17 previous and 3 current paragraphs rearranged.
Tables are not compared: 14 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
Tariff Environment
Current report
In the first quarter of 2025 and during April 2025, the U.S. government announced tariffs on imports from countries from which we import products and components. Subsequent to their announcement, there have been changes to the effective dates and amounts, and as a result, we are unable to fully quantify the impact that tariffs, when ultimately enacted, will have on our results of operations given the dynamic tariff environment.
Current report
We estimate we source approximately 33% of our products from China, 33% from suppliers based in North America, and 33% from all other countries. Based on the current facts and tariff environment as of the date of this filing, we expect the tariffs to drive an increase in our net working capital. Our current expectation is to raise our prices to cover the higher tariff impacted inventory cost, though there are no assurances that we will be successful in doing so, and price increases could impact future demand for our products. We continue to analyze the impact of these actions and what, if any, steps, including pricing actions, we may take to mitigate the impact of the tariffs.
Current report
2025 Term Loan Repricing
Current report
Hardware and Protective Solutions' cost of sales as a percentage of net sales increased primarily due a higher mix of Protective Solutions sales which generally have higher costs than Hardware Solutions.
Current report
Robotics and Digital Solutions' cost of sales as a percentage of net sales increased due to increased product and shipping costs.
Current report
Canada cost of sales as a percentage of net sales was comparable to prior year.
Current report
•General and administrative (“G&A”) increased $1.6 million. The increase was primarily due an increased investment into information technology along with $1.4 million in corporate restructuring expense partially offset by decreased variable compensation expense.
Current report
•Selling expense was comparable to prior year.
Current report
•G&A expense decreased by $0.9 million primarily due to reduced variable compensation.
Current report
•Warehouse expense was comparable to prior year.
Current report
•G&A decreased by $0.3 million primarily due to reduced variable compensation.
Current report
Amortization expense in the thirteen weeks ended March 29, 2025 increased by $0.2 million primarily due to increased intangible assets related to the Intex acquisition (see Note 4 - Acquisitions for additional information).
Current report
Our revolver payments, net of draws, provided cash of $18.0 million in the thirteen weeks ended March 29, 2025 to fund capital expenditures to support the seasonality of business.
Current report
In the thirteen weeks ended March 30, 2024, revolver repayments, net of draws, provided $18.0 million primarily to fund the acquisition of Koch Industries, Inc, referenced above.
Removed paragraphs (64)
Previous report
Acquisition of Koch Industries, Inc.
Previous report
On January 11, 2024, we completed the acquisition of Koch Industries, Inc. ("Koch"), a provider and merchandiser of rope and twine, chain and wire rope, and related hardware products for a total purchase price of $23.8 million. Koch has business operations throughout North America and its financial results reside in our Hardware and Protective Solutions reportable segment.
Previous report
Term Loan Repricing
Previous report
Acquisition of Intex DIY, Inc.
Previous report
On August 23, 2024, the Company completed the acquisition of Intex DIY, Inc. ("Intex"), a leading supplier of wiping cloths, consumable rags, and cleaning textiles for a total purchase price of $34.0 million. This acquisition expands Hillman’s offerings in the cleaning products category. Intex is based in Georgia and sells to customers located throughout North America and its financial results will reside in the Company's Hardware and Protective Solutions reportable segment.
Previous report
True Value Bankruptcy
Previous report
On October 14, 2024, True Value Company, LLC and certain of its affiliates (collectively, "True Value"), a hardware brand and wholesaler selling to 4,500 independently operated locations, filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware. True Value accounted for $9.7 million and $29.4 million of our net sales for the thirteen and thirty-nine weeks ended September 28, 2024, equating to approximately 3% of our net sales in each period. Of our net sales to True Value, approximately 77% are sales made directly to independently owned True Value locations and approximately 23% are made to True Value's wholesale warehouse.
Previous report
Additionally, True Value accounted for approximately $8.8 million of our accounts receivable, net of rebates and discounts, as of the October 14, 2024 Chapter 11 bankruptcy filing date. True Value accounted for approximately $7.9 million of our accounts receivable, net of rebates and discounts, as of September 28, 2024.
Previous report
Concurrent with the announcement of the Chapter 11 bankruptcy filing, True Value also announced that it had entered into an agreement to sell substantially all of its business operations to another home improvement industry peer as a "stalking horse", or lead, bidder and would initiate a competitive bidding process under Section 363 of the bankruptcy code designed to achieve the highest or otherwise best value for True Value.
Previous report
We are currently assessing the impacts of True Value's Chapter 11 reorganization and proposed sale on our future net sales to True Value and on the collectibility of our outstanding accounts receivable. We believe the Chapter 11 reorganization will negatively impact future net sales; however, such impact could be partially offset by the ability of the independently owned locations, which are not debtors subject to the Chapter 11 filing, to purchase our products through other hardware wholesalers that are also our customers. With respect to collectibility of our accounts receivable outstanding as of September 28, 2024, we recorded a charge of $7.8 million representing the net receivable balances less the amount we expect to recover as an administrative claim pursuant to Section 503(b)(9) of the bankruptcy code. The loss was recorded in selling, warehouse, general and administrative expenses. We recorded an additional $0.9 million in reserve in the fourth quarter for receivables generated in the fourth quarter through the bankruptcy date.
Previous report
If True Value were unsuccessful with their Chapter 11 reorganization, and instead the business were liquidated, the potential adverse effects due to the loss of sales to the True Value warehouse, on our business, financial condition and results of operations would be more significant.
Previous report
•Protective equipment net sales increased by $4.0 million primarily driven by $6.6 million in additional sales related to the Intex acquisition, partially offset by decreased volume.
Previous report
Hardware and Protective Solutions' cost of sales as a percentage of net sales decreased primarily due to decreased product and shipping costs.
Previous report
Robotics and Digital Solutions' cost of sales as a percentage of net sales decreased due to lower product and shipping costs as well as a shift in product mix from full-service to self-service keys.
Previous report
Canada cost of sales as a percentage of net sales decreased primarily due to decreased shipping and product costs.
Previous report
•General and administrative (“G&A”) increased $11.8 million. The increase was primarily due to a write off of $7.5 million of accounts receivable, net, due to True Value declaring bankruptcy. See Note 17 - Subsequent Events of the Notes to Condensed Consolidated Financial Statements for additional information. The remaining increase was driven by an increase in compensation and benefit expense and an increased investment into information technology.
Previous report
•Selling expense increased by $3.3 million primarily due to increased compensation and benefit expense.
Previous report
•G&A increased by $0.9 million primarily driven by increased compensation expense along with a $0.3 million write off of accounts receivable, net, due to True Value declaring bankruptcy. See Note 17 -
Previous report
Subsequent Events of the Notes to Condensed Consolidated Financial Statements for additional information.
Previous report
•Warehouse expense increased by $0.4 million primarily due to costs associated with our distribution center relocation.
Previous report
•G&A increased by $0.2 million primarily due to severance costs associated with restructuring and increased compensation and benefit expense.
Previous report
Depreciation expense increased $3.5 million due to capital spend on key duplicating kiosks and merchandising racks.
Previous report
Amortization expense in the thirteen weeks ended September 28, 2024 decreased by $0.2 million primarily due to lower intangible asset balances following the write down of the carrying values of intangible assets to their fair value as a result of exiting a specific product line that occurred in the fourth quarter of 2023.
Previous report
Income from operations in our Hardware and Protective Solutions segment decreased $1.3 million due to the changes in net sales, cost of sales, and SG&A expenses described above.
Previous report
Thirty-nine weeks ended September 28, 2024 vs the Thirty-nine Weeks Ended
Previous report
•Net sales for the thirty-nine weeks ended September 28, 2024 were $1,123.0 million compared to net sales of $1,128.7 million in the thirty-nine weeks ended September 30, 2023, a decrease of approximately $5.6 million or 0.5%.
Previous report
•Net income for the thirty-nine weeks ended September 28, 2024 was $18.5 million, or $0.09 per diluted share, compared to $0.5 million, or $0.00 per diluted share for the thirty-nine weeks ended September 30, 2023.
Previous report
•Adjusted EBITDA(1) totaled $193.2 million versus $165.0 million in the thirty-nine weeks ended September 28, 2024 and in the thirty-nine weeks ended September 30, 2023, respectively.
Previous report
RESULTS OF OPERATIONS
Previous report
Net Sales by Segment
Previous report
Hardware and Protective Solutions' net sales increased by $15.6 million in the thirty-nine weeks ended September 28, 2024 due to the following:
Previous report
•Hardware net sales increased by $11.7 million primarily driven by $31.7 million in additional sales related to the Koch acquisition offset by $13.0 million and $6.7 million in decreased volume and price, respectfully.
Previous report
Robotics and Digital Solutions net sales in the thirty-nine weeks ended September 28, 2024 decreased by $13.9 million primarily driven by decreased volume of key and engraving sales.
Previous report
Hardware and Protective Solutions' cost of sales as a percentage of net sales decreased primarily due to decreased product and inbound shipping costs.
Previous report
Robotics and Digital Solutions cost of sales as a percentage of net sales decreased primarily due to decreased product and shipping costs as well as a shift in product mix from full-service to self-service keys.
Previous report
Canada cost of sales as a percentage of net sales decreased primarily due to decreased inbound shipping and product costs.
Previous report
•General and administrative (“G&A”) increased $19.2 million. The increase was due to a write off of $7.5 million of accounts receivable, net, due to True Value declaring bankruptcy. See Note 17 - Subsequent Events of the Notes to Condensed Consolidated Financial Statements for additional information. The remaining increase was driven by an increase in stock-based compensation expense, compensation and benefit expense, and an increased investment into information technology.
Previous report
•Selling expense increased by $10.6 million primarily due to increased compensation and benefit expense.
Previous report
•Warehouse expense increased $0.8 million due to inflation in labor and shipping costs.
Previous report
Robotics and Digital Solutions SG&A was comparable to prior year.
Showing the first 40 of 64 passages. Open the source sections for the rest.
Reworded paragraphs (38)
Previous wording
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 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 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) direct and indirect costs associated with the May 2023 ransomware attack, and our receipt of expected insurance receivables associated with that cyber security incident; (6) seasonality; (7) large customer concentration; (8) the ability to recruit and retain qualified employees; (9) the outcome of any legal proceedings that may be instituted against the Company; (10) adverse changes in currency exchange rates; or (11) 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 22, 2024. Given these uncertainties, current or prospective investors are cautioned not to place undue reliance on any such forward looking statements.
Current wording
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 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.
Previous wording
Hillman Solutions Corp. and its wholly-owned subsidiaries (collectively, “Hillman” or “Company”) are one of the largest providers of hardware-related products and related merchandising services to retail markets in North America. Our principal business is operated through our wholly-owned subsidiary, Hillman Solutions Corp. and its wholly-owned subsidiaries (collectively, “Hillman Group”), which had net sales of $393.3 million in the thirteen weeks ended September 28, 2024 and $1,123.0 million in the thirty-nine weeks ended September 28, 2024. Hillman sells its products to hardware stores, home improvement centers, mass merchants, pet supply stores, and other retail outlets principally in the United States, Canada, and Mexico. Product lines include thousands of small hardware parts such as fasteners and related items; threaded rod and metal shapes; keys and accessories; builder's hardware; personal protective equipment, such as gloves and eyewear; and identification items, such as tags and letters, numbers, and signs. We support product sales with services that include design and installation
Current wording
Hillman Solutions Corp. and its wholly-owned subsidiaries (collectively, “Hillman” or “Company”) are one of the largest providers of hardware-related products and related merchandising services to retail markets in North America. Our principal business is operated through our wholly-owned subsidiary, Hillman Solutions Corp. and its wholly-owned subsidiaries (collectively, “Hillman Group”), which had net sales of $359.3 million in the thirteen weeks ended March 29, 2025. Hillman sells its products to hardware stores, home improvement centers, mass merchants, pet supply stores, and other retail outlets principally in the United States, Canada, and Mexico. Product lines include thousands of small hardware parts such as fasteners and related items; threaded rod and metal shapes; keys and accessories; builder's hardware; personal protective equipment, such as gloves and eyewear; rope and chain; and identification items, such as tags and letters, numbers, and signs. We support product sales with services that include design and installation of merchandising systems, maintenance of appropriate in-store inventory levels, and break-fix for our robotics kiosks.
Previous wording
On March 26, 2024, we entered into a Repricing Amendment (2024 Repricing Amendment) on our existing Senior Term Loan due July 14, 2028. The 2024 Repricing Amendment (i) reduces the interest rate per annum and (ii) implements a 1% prepayment premium for the existing Term Loan to apply to Repricing Transactions that occur within six months after the effective date of the 2024 Repricing Amendment. In connection with the closing of the 2024 Repricing Amendment, we expensed $3.0 million consisting of $1.6 million of existing fees written off and $1.5 million in new fees expensed. We capitalized an additional $33.0 thousand primarily for the payment of upfront lender fees (original issue discount).
Current wording
On January 14, 2025, the Company entered into a Repricing Amendment (2025 Repricing Amendment) on its existing Senior Term Loan due July 14, 2028. The 2025 Repricing Amendment (i) reduces the interest rate per annum applicable to the Term Loan outstanding from SOFR plus a margin varying from 2.25% to 2.50% to SOFR plus a margin of 2.00%, as well as a 1.00% margin for ABR Loans and (ii) implements a 1% prepayment premium for the existing Term Loan to apply to Repricing Transactions that occur within six months after the effective date of the 2025 Repricing Amendment. In connection with the closing of the 2025 Repricing Amendment, the Company expensed $0.9 million of new fees.
Previous wording
Our business is impacted by general economic conditions in the North American markets, particularly the U.S. and Canadian retail markets, including hardware stores, home improvement centers, mass merchants, and other retailers. Changes in current economic conditions, including inflationary pressures in the cost of inventory, transportation, and employee compensation, foreign currency volatility, housing market trends, and concerns of a potential recession, have impacted consumer discretionary income levels and spending. Consumer discretionary income levels and spending impact the purchasing trends of our products by our retail customers. Any adverse trends in discretionary income and consumer spending could have a material adverse effect on our business or operating results.
Current wording
Our business is impacted by general economic conditions in the North American markets, particularly the U.S. and Canadian retail markets, including hardware stores, home improvement centers, mass merchants, and other retailers. Changes in current economic conditions, including inflationary pressures in the cost of inventory, transportation, and employee compensation, foreign currency volatility, housing market trends, tariffs, and concerns of a potential recession, have impacted consumer discretionary income levels and spending. Consumer discretionary income levels and spending impact the purchasing trends of our products by our retail customers. Any adverse trends in discretionary income and consumer spending could have a material adverse effect on our business or operating results.
Previous wording
We are exposed to the risk of unfavorable changes in foreign currency exchange rates for the U.S. dollar versus local currency of our suppliers, particularly those located in China and Taiwan, because we purchase a majority of our products for resale from multiple vendors located in these countries. The purchase price of these products is routinely negotiated in U.S. dollar amounts rather than the local currency of the vendors and our suppliers' profit margins decrease when the U.S. dollar declines in value relative to the local currency. This puts pressure on our suppliers to increase prices to us. The U.S. dollar declined in value relative to the CNY by approximately 1.3% in the thirty-nine weeks ended September 28, 2024, increased by 2.9% in 2023, and increased by 8.3% during 2022. The U.S. dollar increased in value relative to the Taiwan dollar by approximately 3.0% in the thirty-nine weeks ended September 28, 2024, declined by 0.4% in 2023, and increased by 10.8% in 2022.
Current wording
We are exposed to the risk of unfavorable changes in foreign currency exchange rates for the U.S. dollar versus local currency of our suppliers, particularly those located in China and Taiwan, because we purchase a majority of our products for resale from multiple vendors located in these countries. The purchase price of these products is routinely negotiated in U.S. dollar amounts rather than the local currency of the vendors and our suppliers' profit margins decrease when the U.S. dollar declines in value relative to the local currency. This puts pressure on our suppliers to increase prices to us. The U.S. dollar declined in value relative to the CNY by approximately 0.5% in the thirteen weeks ended March 29, 2025, increased by 2.8% in 2024, and increased by 2.9% in 2023. The U.S. dollar increased in value relative to the Taiwan dollar by approximately 1.0% in the thirteen weeks ended March 29, 2025, increased by 7.1% in 2024, and declined by 0.4% in 2023.
Previous wording
We are also exposed to risk of unfavorable changes in the Canadian dollar exchange rate versus the U.S. dollar. Our sales in Canada are denominated in Canadian dollars, while a majority of the products are sourced in U.S. dollars. A weakening of the Canadian dollar versus the U.S. dollar results in lower sales in terms of U.S. dollars while the cost of sales remains unchanged. We have a practice of hedging some of our Canadian subsidiary's purchases denominated in U.S. dollars. The U.S. dollar increased in value relative to the Canadian dollar by approximately 2.1% in the thirty-nine weeks ended September 28, 2024, declined by 2.4% in 2023, and increased by 5.7% in 2022.
Current wording
We are also exposed to risk of unfavorable changes in the Canadian dollar exchange rate versus the U.S. dollar. Our sales in Canada are denominated in Canadian dollars, while a majority of the products are sourced in U.S. dollars. A weakening of the Canadian dollar versus the U.S. dollar results in lower sales in terms of U.S. dollars while the cost of sales remains unchanged. We have a practice of hedging some of our Canadian subsidiary's purchases denominated in U.S. dollars. The U.S. dollar declined in value relative to the Canadian dollar by approximately 0.8% in the thirteen weeks ended March 29, 2025, increased by 9.0% in 2024, and declined by 2.4% in 2023.
Previous wording
In addition, the negotiated purchase price of our products may be dependent upon market fluctuations in the cost of raw materials (i.e. steel, zinc, and nickel) used by our vendors in their manufacturing processes. The final purchase cost of our products may also be dependent upon inflation or deflation in the local economies of vendors that could impact the cost of labor and materials used in the manufacturing of our products. We identify the directional impact of changes in our product cost, but the quantification of each of these variable impacts cannot be measured as to the individual impact on our product cost with a sufficient level of precision. We may take pricing action, when warranted, in an attempt to offset a portion of product cost increases. The ability of our operating divisions to implement or maintain price increases and seek price concessions, as appropriate, is dependent on competitive market conditions.
Current wording
purchase cost of our products may also be dependent upon inflation or deflation in the local economies of vendors that could impact the cost of labor and materials used in the manufacturing of our products. We identify the directional impact of changes in our product cost, but the quantification of each of these variable impacts cannot be measured as to the individual impact on our product cost with a sufficient level of precision. We may take pricing action, when warranted, in an attempt to offset a portion of product cost increases. The ability of our operating divisions to implement or maintain price increases and seek price concessions, as appropriate, is dependent on competitive market conditions.
Previous wording
We import products, which are subject to customs requirements and to tariffs and quotas set by governments, through mutual agreements and bilateral actions. The U.S. tariffs on steel and aluminum and other imported goods have increased our product costs and required us to increase prices on the affected products.
Current wording
We import products, which are subject to customs requirements and to tariffs and quotas set by governments, through mutual agreements and bilateral actions. The historical U.S. tariffs on steel and aluminum and other imported goods have increased our product costs and required us to increase prices on the affected products. Current uncertainties about increases in tariffs of imported products from countries may have an adverse effect on our results. (see Recent Developments - Tariff Environment of Item 2 - Management’s Discussion and Analysis above and Risk Factors of Part II - Other Information for additional information).
Previous wording
•Net sales for the thirteen weeks ended September 28, 2024 were $393.3 million compared to net sales of $398.9 million for the thirteen weeks ended September 30, 2023, a decrease of approximately $5.6 million or 1.4%.
Current wording
•Net sales for the thirteen weeks ended March 29, 2025 were $359.3 million compared to net sales of $350.3 million for the thirteen weeks ended March 30, 2024, an increase of approximately $9.0 million or 2.6%.
Previous wording
•Net income for the thirteen weeks ended September 28, 2024 was $7.4 million, or $0.04 per diluted share, compared to net income of $5.1 million, or $0.03 per diluted share for the thirteen weeks ended September 30, 2023.
Current wording
•Net loss for the thirteen weeks ended March 29, 2025 was $(0.3) million, or $(0.00) per diluted share, compared to net loss of $(1.5) million, or $(0.01) per diluted share for the thirteen weeks ended March 30, 2024.
Previous wording
•Adjusted EBITDA(1) totaled $72.6 million versus $66.8 million in the thirteen weeks ended September 28, 2024 and in the thirteen weeks ended September 30, 2023, respectively.
Current wording
•Adjusted EBITDA(1) totaled $54.5 million versus $52.3 million in the thirteen weeks ended March 29, 2025 and in the thirteen weeks ended March 30, 2024, respectively.
Previous wording
(1)Adjusted EBITDA is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information, including our definition and our use of Adjusted EBITDA, and for a reconciliation from net income to Adjusted EBITDA.
Current wording
(1)Adjusted EBITDA is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information, including our definition and our use of Adjusted EBITDA, and for a reconciliation from net loss to Adjusted EBITDA.
Previous wording
The decrease in total net sales during the third quarter of 2024 was driven primarily driven by the factors described below:
Current wording
The increase in total net sales during the first quarter of 2025 was driven primarily driven by the factors described below:
Previous wording
Hardware and Protective Solutions' net sales increased by $0.3 million in the thirteen weeks ended September 28, 2024 due to the following:
Current wording
Hardware and Protective Solutions' net sales increased by $14.5 million in the thirteen weeks ended March 29, 2025 due to the following:
Previous wording
•Hardware net sales decreased by $3.7 million primarily due to decreased volume driven by market softness, partially offset by $10.3 million in additional sales related to the Koch acquisition.
Current wording
•Hardware net sales decreased by $8.4 million primarily due to decreased volume of $6.8 million driven by market softness and the remaining was driven by reduced price.
Previous wording
•Protective equipment net sales increased by $3.9 million primarily driven by $6.6 million in additional sales related to the Intex acquisition offset by $2.3 million in decreased volume.
Current wording
•Protective equipment net sales increased by $23.0 million primarily due to $16.1 million in sales related to the Intex acquisition and increased volume of $7.2 million.
Previous wording
Robotics and Digital Solutions net sales in the thirteen weeks ended September 28, 2024 decreased by $3.3 million primarily driven by decreased volume of key and engraving sales.
Current wording
Robotics and Digital Solutions' net sales in the thirteen weeks ended March 29, 2025 increased by $1.0 million primarily due to increased prices.
Previous wording
Canada net sales decreased by $2.6 million primarily due to price decreases of $1.6 million and an unfavorable impact of the exchange rate from Canadian dollars to U.S. dollars.
Current wording
Canada net sales decreased by $6.5 million primarily due to reduced volume of $4.5 million driven by market softness and an unfavorable impact of the exchange rate from Canadian dollars to U.S. dollars.
Previous wording
•Warehouse expense decreased $0.5 million primarily due to lower sales volumes along with improved operational efficiencies.
Current wording
•Warehouse expense decreased $1.1 million primarily due to lower sales volumes along with improved operational efficiencies.
Previous wording
•Selling expense increased $0.7 million primarily due to increased variable selling expenses due to the shift from full-service keys to self-service keys, which have a higher variable selling cost.
Current wording
•Selling expense increased $2.5 million primarily due to increased variable selling expenses due to the shift from full-service keys to self-service keys, which have a higher variable selling cost.
Previous wording
•Selling expense increased by $0.5 million primarily due to increased variable compensation expenses.
Current wording
•Selling expense decreased by $0.5 million primarily due to reduced variable compensation expenses.
Previous wording
Depreciation expense increased $5.6 million due to capital spend on merchandising racks.
Current wording
Depreciation expense increased $3.1 million due to capital spend on merchandising racks.
Previous wording
In the thirteen weeks ended September 28, 2024, other income (expense) consisted primarily of a $0.5 million gain on the revaluation of the contingent consideration associated with the acquisition of Resharp and Instafob (see Note 15 - Fair Value Measurements of the Notes to Condensed Consolidated Financial Statements for additional information). In addition, we recorded income related to certain rebates received of $0.3 million along with exchange rate gains of $0.1 million in the thirteen weeks ended September 28, 2024.
Current wording
In the thirteen weeks ended March 29, 2025, other income (expense) consisted primarily of a $0.3 million gain on the revaluation of the contingent consideration associated with the acquisition of Resharp and Instafob (see Note 15 - Fair Value Measurements of the Notes to Condensed Consolidated Financial Statements for additional information). In addition, we recorded income related to certain rebates received of $0.2 million along with exchange rate losses of $0.1 million in the thirteen weeks ended March 29, 2025.
Previous wording
In the thirty-nine weeks ended September 30, 2023, other income (expense) consisted primarily of a $2.6 million loss on the revaluation of the contingent consideration associated with the acquisition of Resharp and Instafob. We also received $0.6 million in benefits from the state and local governments associated with our new facilities in the thirty-nine weeks ended September 30, 2023. In addition, we recorded exchange rate gains of $0.4 million in the thirty-nine weeks ended September 30, 2023.
Current wording
In the thirteen weeks ended March 30, 2024, other income (expense) consisted primarily of a $0.3 million loss on the revaluation of the contingent consideration associated with the acquisition of Resharp and Instafob. We also recorded exchange rate gains of $0.2 million in the thirteen weeks ended March 30, 2024.
Previous wording
Income from operations in our Hardware and Protective Solutions segment increased $27.4 million due to the changes in net sales, cost of sales, and SG&A expenses described above.
Current wording
Income from operations in our Hardware and Protective Solutions segment increased $1.8 million due to the changes in net sales, cost of sales, and SG&A expenses described above in addition to an increase in depreciation expense of $1.7 million due to capital spend on merchandising racks.
Previous wording
Income from operations in our Robotics and Digital Solutions segment decreased $5.4 million. The $5.4 million decrease is primarily due to the changes in net sales, cost of sales, and SG&A expenses described above, in addition to an increase in depreciation expense of $1.8 million due to capital spend on engraving and key duplication kiosks and machines and a decrease of $1.1 million in other income driven by the changes in revaluation of the contingent consideration described above.
Current wording
Income from operations in our Robotics and Digital Solutions segment decreased $2.3 million. The $2.3 million decrease is primarily due to the changes in net sales, cost of sales, and SG&A expenses described above, in addition to an increase in depreciation expense of $1.5 million due to capital spend on key duplication kiosks and machines and an increase of $0.7 million in other income driven by the changes in revaluation of the contingent consideration described above.
Previous wording
Canada's income from operations decreased by $1.1 million primarily due to the changes in net sales, cost of sales and SG&A expenses described above. In the thirteen weeks ended September 28, 2024, Canada recorded exchange rate gains of $0.2 million and in the thirteen weeks ended September 30, 2023, Canada recorded exchange rate gains of $0.1 million.
Current wording
Canada's income from operations decreased by $0.8 million primarily due to the changes in net sales, cost of sales and SG&A expenses described above. In the thirteen weeks ended March 29, 2025, Canada recorded exchange rate losses of $0.2 million and in the thirteen weeks ended March 30, 2024, Canada recorded exchange rate gains of $0.1 million.
Previous wording
Interest expense, net, decreased $1.6 million in the thirteen weeks ended September 28, 2024, primarily due to a reduction in outstanding debt and a reduction in interest rate spreads driven by the debt repricing in the first quarter of 2024 (see Note 9 - Long-term Debt of the Notes to Condensed Consolidated Financial Statements for additional information).
Current wording
Interest expense, net, decreased $0.8 million in the thirteen weeks ended March 29, 2025, primarily due to a reduction in outstanding debt and a reduction in interest rate spreads driven by the debt repricing in the first quarter of 2025 (see Note 9 - Long-term Debt of the Notes to Condensed Consolidated Financial Statements for additional information).
Previous wording
For the thirteen weeks ended September 28, 2024 and thirteen weeks ended September 30, 2023, the effective income tax rate was 37.0% and 71.9%, respectively. The Company recorded an income tax provision for the thirteen weeks ended September 28, 2024 of $4.4 million based on a pre-tax income of $11.8 million, and an income tax provision for the thirteen weeks ended September 30, 2023 of $13.0 million based on a pre-tax income of $18.0 million.
Current wording
For the thirteen weeks ended March 29, 2025 and thirteen weeks ended March 30, 2024, the effective income tax rate was 9.7% and 24.5%, respectively. The Company recorded an income tax benefit for the thirteen weeks ended March 29, 2025 of $34 thousand based on a pre-tax loss of $351 thousand, and an income tax benefit for the thirteen weeks ended March 30, 2024 of $0.5 million based on a pre-tax loss of $2.0 million.
Previous wording
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
Current wording
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
Previous wording
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 uses 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.
Current wording
combinations. It is also unaffected by our capital and tax structures, as our management excludes these results when evaluating our operating performance. Our management uses 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.
Previous wording
(3)Transaction and integration expense includes professional fees and other costs related to the Koch Industries, Inc. and Intex DIY, Inc acquisitions and the CCMP secondary offerings in 2023.
Current wording
(2)Transaction and integration expense includes professional fees and other costs related to the Koch Industries, Inc. and Intex DIY, Inc acquisitions.
Previous wording
(4)In the first quarter of 2024, we entered into a Repricing Amendment (2024 Repricing Amendment) on our existing Senior Term Loan due July 14, 2028 (see Note 9 - Long-term Debt of the Notes to Condensed Consolidated Financial Statements for additional information).
Current wording
(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 (see Note 9 - Long-term Debt of the Notes to Condensed Consolidated Financial Statements for additional information).
Previous wording
Our working capital position, which we define as current assets minus current liabilities, of $355.3 million as of September 28, 2024 represents an increase of $30.4 million from the December 30, 2023 level of $324.9 million. $19.6 million of the increase is related the acquisition of Koch Industries Inc that occurred in January 2024 and $21.5 million of the increase is related to the Intex DIY acquisition that occurred in August 2024. We expect to generate sufficient operating cash flows to meet our short-term liquidity needs, and we expect to maintain access to the capital markets, although there can be no assurance of our ability to do so. However, disruption and volatility in the global capital markets, could impact our capital resources and liquidity in the future.
Current wording
Our working capital position, which we define as current assets minus current liabilities, of $347.0 million as of March 29, 2025 represents an increase of $27.5 million from the December 28, 2024 level of $319.5 million driven by seasonality of the business. We expect to generate sufficient operating cash flows to meet our short-term liquidity needs, and we expect to maintain access to the capital markets, although there can be no assurance of our ability to do so. However, disruption and volatility in the global capital markets and economic uncertainties driven by increases in tariffs could impact our capital resources and liquidity in the future. We do expect the current tariff environment to increase our costs of products we import, which will increase our working capital position and unfavorably impact our future cash flows (see Recent Developments - Tariff Environment of Item 2 - Management’s Discussion and Analysis and Risk Factors of Part II - Other Information for additional information).
Previous wording
Net cash provided by operating activities for the thirty-nine weeks ended September 28, 2024 was unfavorably impacted by increases in accounts receivable due to the seasonality of our business as well as accounts receivable generated by the Koch business post acquisition. Additionally, we saw increased accounts payable due to the timing of inventory purchases and payments.
Current wording
Net cash used for operating activities for the thirteen weeks ended March 29, 2025 was unfavorably impacted by increases in accounts receivable due to the seasonality of our business in addition to a decrease in accrued incentive compensation related to the payout of 2024 incentive compensation.
Previous wording
Cash of $64.2 million and $52.1 million was used in the thirty-nine weeks ended September 28, 2024 and thirty-nine weeks ended September 30, 2023, respectively, to invest in new key duplicating and engraving kiosks and merchandising racks.
Current wording
Cash of $20.7 million and $17.8 million was used in the thirteen weeks ended March 29, 2025 and thirteen weeks ended March 30, 2024, respectively, to invest in new key duplicating and engraving kiosks and merchandising racks.
Previous wording
The Company used $4.3 million of cash for principal payments on the senior term loan. As of September 28, 2024, we have outstanding borrowings of $747.6 million on the term loan. In August 2023, the Company made a $80.0 million prepayment against the outstanding term loan balance without payment of a premium or penalty. See Note 9 - Long-term Debt of the Notes to Condensed Consolidated Financial Statements for additional information.
Current wording
The Company used $2.1 million of cash for principal payments on the senior term loan. As of March 29, 2025, we have outstanding borrowings of $643.3 million on the term loan. See Note 9 - Long-term Debt of the Notes to Condensed Consolidated Financial Statements for additional information.
Previous wording
In the thirty-nine weeks ended September 28, 2024 and thirty-nine weeks ended September 30, 2023 the Company received $8.9 million and $1.6 million from the exercise of stock options, respectfully.
Current wording
In the thirteen weeks ended March 29, 2025 and thirteen weeks ended March 30, 2024 the Company received $0.3 million and $5.9 million from the exercise of stock options, respectively.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
In addition, the negotiated purchase price of our products may be dependent upon market fluctuations in the cost of raw materials (i.e. steel, zinc, and nickel) used by our vendors in their manufacturing processes. The final
Current report — wording carried from elsewhere
•Warehouse expense decreased by $0.9 million primarily due primarily due to lower sales volumes along with improved operational efficiencies.
Current report — wording carried from elsewhere
Net cash provided by operating activities for the thirteen weeks ended March 30, 2024 was unfavorably impacted by an increase in accounts receivable due to higher sales.
Rearranged previous paragraphs (17)
Previous report — wording carried elsewhere
of merchandising systems, maintenance of appropriate in-store inventory levels, and break-fix for our robotics kiosks.
Previous report — wording carried elsewhere
•Warehouse expense decreased by $0.4 million primarily due to the shift from full-service keys, which have a higher warehousing cost, to self-service keys.
Previous report — wording carried elsewhere
In the thirteen weeks ended September 30, 2023, other income (expense) consisted primarily of a $1.6 million gain on the revaluation of the contingent consideration associated with the acquisition of Resharp and Instafob.
Previous report — wording carried elsewhere
FINANCIAL SUMMARY AND OTHER KEY METRICS
Previous report — wording carried elsewhere
The following analysis of results of operations includes a brief discussion of the factors that affected our operating results and a comparative analysis of the thirty-nine weeks ended September 28, 2024 and the thirty-nine weeks ended September 30, 2023.
Previous report — wording carried elsewhere
(1)Adjusted EBITDA is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information, including our definition and our use of Adjusted EBITDA, and for a reconciliation from net income to Adjusted EBITDA.
Previous report — wording carried elsewhere
The decrease in total net sales during the thirty-nine weeks ended September 28, 2024 was primarily driven by the factors described below:
Previous report — wording carried elsewhere
Canada net sales decreased by $7.4 million primarily due to price decreases of $4.5 million, volume decreases of $1.5 million, and an unfavorable impact of the exchange rate from Canadian dollars to U.S. dollars.
Previous report — wording carried elsewhere
Cost of Sales (excluding depreciation and amortization)
Previous report — wording carried elsewhere
The following table summarizes cost of sales by segment:
Previous report — wording carried elsewhere
Selling, Warehouse, and General and Administrative Expenses
Previous report — wording carried elsewhere
The following table summarizes selling, warehouse, and general and administrative expense ("SG&A") by segment:
Previous report — wording carried elsewhere
Hardware and Protective Solutions' SG&A increased due to the following:
Previous report — wording carried elsewhere
Canada SG&A increased due to the following:
Previous report — wording carried elsewhere
Income from operations in our Robotics and Digital Solutions segment decreased $7.2 million. The $7.2 million decrease is primarily due to the changes in net sales, cost of sales, and SG&A expenses described above, including a decrease of $2.2 million in other expense driven by the changes in revaluation of the contingent consideration described above.
Previous report — wording carried elsewhere
Interest expense, net, decreased $8.6 million in the thirty-nine weeks ended September 28, 2024, primarily due to a reduction in outstanding debt and a reduction in interest rate spreads driven by the debt repricing in the first quarter of 2024(see Note 9 - Long-term Debt of the Notes to Condensed Consolidated Financial Statements for additional information).
Previous report — wording carried elsewhere
In 2024, the effective tax rate differed from the U.S. federal statutory tax rate due to state and foreign income taxes and certain non-deductible expenses (see Note 8 - Income Taxes of the Notes to Condensed Consolidated Financial Statements for additional information).