Hillman Solutions Corporation
08/04/2026 | Press release | Distributed by Public on 08/04/2026 05:39
Quarterly Report for Quarter Ending June 27, 2026 (Form 10-Q)
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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The following discussion provides information which the Company's management believes is relevant to an assessment and understanding of the Company's operations and financial condition. This discussion should be read in conjunction with the Condensed Consolidated Financial Statements and accompanying notes in addition to the Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 27, 2025.
FORWARD-LOOKING STATEMENTS
This quarterly report contains certain forward-looking statements, including, but not limited to, certain disclosures related to acquisitions, refinancing, capital expenditures, resolution of pending litigation, and realization of deferred tax assets, 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 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 17, 2026. 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.
GENERAL
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 $442.3 million in the thirteen weeks ended June 27, 2026 and $812.3 million in the twenty-six weeks ended June 27, 2026. 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,
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25 | June 27, 2026 Form 10-Q
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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.
RECENT DEVELOPMENTS
Tariff Environment
On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act ("IEEPA"). On April 15, 2026, Hillman filed a lawsuit in the U.S. Court of International Trade against the United States of America seeking a full refund of all IEEPA tariffs that Hillman has paid to the United States. We elected to apply a gain contingency model in accordance with ASC 450-30, "Gain Contingencies" to account for potential recoveries of previously paid tariffs under which a gain will not be recognized until realized or realizable. Additionally, after the Supreme Court ruling in February, the U.S. administration almost immediately instituted new tariffs against most major trading partners, and has previewed future actions that could restore or exceed the level of the IEEPA tariffs. We expect that the impact of these additional tariffs will partially offset any benefit of the IEEPA refunds that we will receive in the current year. Future adverse effects on our financial results will likely continue if tariff levels persist, continue to rise, or remain volatile. We are currently developing and implementing mitigation strategies (such as price increases and sourcing changes, among others) and determining future implementation timelines, though there is no assurance that these efforts will be successful.
Acquisition of Campbell Chain and Fittings
On April 3, 2026, the Company completed the acquisition of Campbell Chain and Fittings ("Campbell"), a widely recognized provider of industrial chain and chain-related products for a total purchase price of $2,600. Campbell adds US-based manufacturing and complements our existing chain business.
Acquisition of Delaney Hardware
On April 10, 2026, the Company completed the acquisition of Delaney Hardware ("Delaney"), a U.S.-based supplier of door hardware and related products used in residential, multifamily, and commercial construction for a total purchase price of $4,618. Delaney has business operations in North America and its financial results reside in the Company's Hardware and Protective Solutions reportable segment.
IMPACT OF GLOBAL ECONOMIC CONDITIONS ON OUR RESULTS OF OPERATIONS
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.
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 3.0% in the twenty-six weeks ended June 27, 2026, declined by 4.0% in 2025, and increased by 2.8% in 2024. The U.S. dollar increased in value relative to the Taiwan dollar by approximately 1.4% in the twenty-six weeks ended June 27, 2026, declined by 4.2% in 2025, and increased by 7.1% in 2024.
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
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purchases denominated in U.S. dollars. The U.S. dollar increased in value relative to the Canadian dollar by approximately 3.7% in the twenty-six weeks ended June 27, 2026, declined by 5.2% in 2025, and increased by 9.0% in 2024.
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.
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).
Thirteen weeks ended June 27, 2026 vs the Thirteen weeks ended June 28, 2025
FINANCIAL SUMMARY AND OTHER KEY METRICS
•Net sales for the thirteen weeks ended June 27, 2026 were $442.3 million compared to net sales of $402.8 million for the thirteen weeks ended June 28, 2025, an increase of approximately $39.4 million or 9.8%.
•Net income for the thirteen weeks ended June 27, 2026 was $21.1 million, or $0.11 per diluted share, compared to net income of $15.8 million, or $0.08 per diluted share for the thirteen weeks ended June 28, 2025.
•Adjusted EBITDA(1) totaled $77.1 million versus $75.2 million in the thirteen weeks ended June 27, 2026 and in the thirteen weeks ended June 28, 2025, respectively.
RESULTS OF OPERATIONS
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 thirteen weeks ended June 27, 2026 and the thirteen weeks ended June 28, 2025.
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27 | June 27, 2026 Form 10-Q
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| Thirteen weeks ended June 27, 2026 | Thirteen weeks ended June 28, 2025 | ||||||||||||||||||||||
| (dollars in thousands) | Amount |
% of Net Sales |
Amount |
% of Net Sales |
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| Net sales | $ | 442,251 | 100.0 | % | $ | 402,803 | 100.0 | % | |||||||||||||||
| Cost of sales (exclusive of depreciation and amortization shown separately below) | 234,162 | 52.9 | 208,338 | 51.7 | |||||||||||||||||||
| Selling, warehouse, general and administrative expenses | 133,983 | 30.3 | 123,707 | 30.7 | |||||||||||||||||||
| Depreciation | 22,535 | 5.1 | 19,848 | 4.9 | |||||||||||||||||||
| Amortization | 15,223 | 3.4 | 15,257 | 3.8 | |||||||||||||||||||
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Other income, net
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(4,585) | (1.0) | (664) | (0.2) | |||||||||||||||||||
| Income from operations | 40,933 | 9.3 | 36,317 | 9.0 | |||||||||||||||||||
| Interest expense, net | 13,042 | 2.9 | 13,892 | 3.4 | |||||||||||||||||||
| income before income taxes | 27,891 | 6.3 | 22,425 | 5.6 | |||||||||||||||||||
| Income tax expense | 6,771 | 1.5 | 6,593 | 1.6 | |||||||||||||||||||
| Net income | $ | 21,120 | 4.8 | % | $ | 15,832 | 3.9 | % | |||||||||||||||
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Adjusted EBITDA(1)
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$ | 77,145 | 17.4 | % | $ | 75,228 | 18.7 | % | |||||||||||||||
(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.
Net Sales by Segment
| Thirteen weeks ended June 27, 2026 | % of Net Sales | Thirteen weeks ended June 28, 2025 | % of Net Sales | $ Change | % Change | |||||||||||||||||||||||||||||||||
| Hardware and Protective Solutions | $ | 336,066 | 76.0 | % | $ | 305,924 | 75.9 | % | $ | 30,142 | 9.9 | % | ||||||||||||||||||||||||||
| Robotics and Digital Solutions | 61,615 | 13.9 | 55,520 | 13.8 | 6,095 | 11.0 | ||||||||||||||||||||||||||||||||
| Canada | 44,570 | 10.1 | 41,359 | 10.3 | 3,211 | 7.8 | ||||||||||||||||||||||||||||||||
| Consolidated | $ | 442,251 | $ | 402,803 | $ | 39,448 | 9.8 | % | ||||||||||||||||||||||||||||||
We evaluate our net sales growth by measuring changes from new business wins (e.g. new customers, new product lines, or new categories at existing customers), mergers and acquisitions, and core performance of the existing business. We define core performance as the impact of the following factors on our existing base of business: market volume growth, change in customer footprint, product category management, price increases and/or decreases, and the impact of foreign currency exchange. During the quarter, our business was impacted by macroeconomic influences like economic uncertainty and concerns over housing affordability resulting from the combined pressure of high home prices and elevated interest rates, both of which impact existing home sales and repair and remodel spending on the home. During the second quarter of 2026, net sales increased by $39.4 million or 9.8%.
Our Hardware and Protective Solutions' segment increased by $30.1 million, or 9.9%. Primarily driving the increase was a 4.1% increase in core performance and 1.5% increase in new business wins, along with sales related to the Delaney and Campbell acquisitions of $13.7 million. Our increase in core performance was impacted by a low double digit increase from pricing partially offset by a high single digit decrease in volume.
Our Robotics and Digital Solutions' segment increased by $6.1 million, or 11.0%. Primarily driving the increase was 13.5% in new business wins partially offset by a 2.6% decrease in core performance. Core performance within RDS was positively impacted by a low double digit impact of price increases which was more than offset by a mid single digit decrease in volume.
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Lastly, our Canada segment increased by $3.2 million, or 7.8%. Primarily driving the increase was 13.6% in new business wins. Our core performance was down 5.8% due to soft market volumes.
Cost of Sales (excluding depreciation and amortization)
The following table summarizes cost of sales by segment:
| Thirteen weeks ended June 27, 2026 | % of Segment Net Sales | Thirteen weeks ended June 28, 2025 | % of Segment Net Sales | $ Change | % Change | |||||||||||||||||||||||||||||||||
| Hardware and Protective Solutions | $ | 193,751 | 57.7 | % | $ | 168,945 | 55.2 | % | $ | 24,806 | 14.7 | % | ||||||||||||||||||||||||||
| Robotics and Digital Solutions | 13,898 | 22.6 | 14,921 | 26.9 | (1,023) | (6.9) | ||||||||||||||||||||||||||||||||
| Canada | 26,513 | 59.5 | 24,472 | 59.2 | 2,041 | 8.3 | ||||||||||||||||||||||||||||||||
| Consolidated | $ | 234,162 | 52.9 | % | $ | 208,338 | 51.7 | % | $ | 25,824 | 12.4 | % | ||||||||||||||||||||||||||
Hardware and Protective Solutions' cost of sales as a percentage of net sales increased primarily due to increased tariff costs and product costs.
Robotics and Digital Solutions' cost of sales as a percentage of net sales decreased due to price increases and sales mix.
Canada's cost of sales as a percentage of net sales increased primarily due to higher tariffs implemented on steel products.
Selling, Warehouse, General and Administrative Expenses
The following table summarizes selling, warehouse, general and administrative expense ("SG&A") by segment:
| Thirteen weeks ended June 27, 2026 | % of Segment Net Sales | Thirteen weeks ended June 28, 2025 | % of Segment Net Sales | $ Change | % Change | |||||||||||||||||||||||||||||||||
| Hardware and Protective Solutions | $ | 94,048 | 28.0 | % | $ | 89,087 | 29.1 | % | $ | 4,961 | 5.6 | % | ||||||||||||||||||||||||||
| Robotics and Digital Solutions | 28,185 | 45.7 | 23,034 | 41.5 | 5,151 | 22.4 | ||||||||||||||||||||||||||||||||
| Canada | 11,750 | 26.4 | 11,586 | 28.0 | 164 | 1.4 | ||||||||||||||||||||||||||||||||
| Consolidated | $ | 133,983 | 30.3 | % | $ | 123,707 | 30.7 | % | $ | 10,276 | 8.3 | % | ||||||||||||||||||||||||||
Hardware and Protective Solutions' SG&A increased due to the following:
•Selling expense increased $3.0 million due to expenses associated with our pro growth strategy and other initiatives.
•Warehouse expense increased $2.1 million primarily due to increased compensation and freight costs.
•General and administrative ("G&A") expense was comparable to prior year.
Robotics and Digital Solutions' SG&A increased due to the following:
•Selling expense increased $5.1 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.
•G&A expense was comparable to prior year.
•Warehouse expense was comparable to prior year.
Canada's SG&A was comparable to prior year.
Other Operating Expenses
Depreciation expense increased $2.7 million due to capital spend on merchandising racks and key duplication kiosks.
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Amortization expense in the thirteen weeks ended June 27, 2026 decreased 0.2% due to certain intangible assets being fully amortized.
In the thirteen weeks ended June 27, 2026, other income (expense) increased by $3.9 million consisting primarily of a $4.7 million gain on the acquisition of Campbell Chain and Fittings (see Note 4 - Acquisitions of the Notes to Condensed Consolidated Financial Statements for additional information) along with a $0.2 million loss 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) and $0.4 million in rebate income. This was partially offset by exchange rate losses of $0.4 million.
In the thirteen weeks ended June 28, 2025, other income (expense) consisted primarily of exchange rate gains of $0.3 million in the thirteen weeks ended June 28, 2025, and a $0.2 million gain on the revaluation of the contingent consideration associated with the acquisition of Resharp and Instafob. In addition, we recorded income related to certain rebates received of $0.2 million.
Income from Operations
| Thirteen weeks ended June 27, 2026 | Thirteen weeks ended June 28, 2025 | $ Change | % Change | |||||||||||||||||||||||
| Hardware and Protective Solutions | $ | 30,332 | $ | 25,672 | $ | 4,660 | 18.2 | % | ||||||||||||||||||
| Robotics and Digital Solutions | 5,858 | 6,309 | (451) | (7.1) | ||||||||||||||||||||||
| Canada | 4,743 | 4,336 | 407 | 9.4 | ||||||||||||||||||||||
| Total segment income from operations | $ | 40,933 | $ | 36,317 | $ | 4,616 | 12.7 | % | ||||||||||||||||||
Income from operations in our Hardware and Protective Solutions segment increased $4.7 million due to the changes in net sales, cost of sales, SG&A expenses, and other income described above partially offset by an increase in depreciation expense of $0.7 million due to capital spend on merchandising racks.
Income from operations in our Robotics and Digital Solutions segment decreased $0.5 million. The $0.5 million decrease is primarily due to the changes in net sales, cost of sales, and SG&A expenses described above, and an increase in depreciation expense of $1.9 million due to capital spend on key duplication kiosks and machines. Additionally, we saw a decrease of $0.4 million in other income driven by the changes in revaluation of the contingent consideration described above.
Canada's income from operations increased by $0.4 million primarily due to the changes in net sales, cost of sales and SG&A expenses described above offset by the change in exchange rate losses of $0.6 million in the thirteen weeks ended June 27, 2026.
Interest expense, net, decreased $0.9 million in the thirteen weeks ended June 27, 2026 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).
Income Taxes
For the thirteen weeks ended June 27, 2026 and thirteen weeks ended June 28, 2025, the effective income tax rate was 24.3% and 29.4%, respectively. The Company recorded an income tax provision for the thirteen weeks ended June 27, 2026 of $6.8 million based on a pre-tax income of $27.9 million, and an income tax provision for the thirteen weeks ended June 28, 2025 of $6.6 million based on a pre-tax income of $22.4 million.
In 2026, 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, offset by the non-taxable gain on the acquisition of Campbell Chain and Fittings.
In 2025, 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.
See Note 8 - Income Taxes of the Notes to Condensed Consolidated Financial Statements for additional information.
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Twenty-six weeks ended June 27, 2026 vs the Twenty-six weeks ended June 28, 2025
FINANCIAL SUMMARY AND OTHER KEY METRICS
•Net sales for the twenty-six weeks ended June 27, 2026 were $812.3 million compared to $762.1 million for the twenty-six weeks ended June 28, 2025, an increase of approximately $50.2 million or 6.6%.
•Net income for the twenty-six weeks ended June 27, 2026 was $16.4 million, or $0.08 per diluted share, compared to net income of $15.5 million, or $0.08 per diluted share for the twenty-six weeks ended June 28, 2025.
•Adjusted EBITDA(1) totaled $127.2 million versus $129.8 million in the twenty-six weeks ended June 27, 2026 and in the twenty-six weeks ended June 28, 2025, respectively.
RESULTS OF OPERATIONS
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 twenty-six weeks ended June 27, 2026 and the twenty-six weeks ended June 28, 2025.
| Twenty-six weeks ended June 27, 2026 | Twenty-six weeks ended June 28, 2025 | ||||||||||||||||||||||
| (dollars in thousands) | Amount |
% of Net Sales |
Amount |
% of Net Sales |
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| Net sales | $ | 812,324 | 100.0 | % | $ | 762,146 | 100.0 | % | |||||||||||||||
| Cost of sales (exclusive of depreciation and amortization shown separately below) | 435,658 | 53.6 | 399,078 | 52.4 | |||||||||||||||||||
| Selling, warehouse, general and administrative expenses | 258,554 | 31.8 | 242,759 | 31.9 | |||||||||||||||||||
| Depreciation | 44,534 | 5.5 | 39,243 | 5.1 | |||||||||||||||||||
| Amortization | 30,499 | 3.8 | 30,672 | 4.0 | |||||||||||||||||||
| Other income, net | (5,068) | (0.6) | (938) | (0.1) | |||||||||||||||||||
| Income from operations | 48,147 | 5.9 | 51,332 | 6.7 | |||||||||||||||||||
| Interest expense, net | 26,047 | 3.2 | 28,352 | 3.7 | |||||||||||||||||||
| Refinancing charges | - | - | 906 | 0.1 | |||||||||||||||||||
| Income before income taxes | 22,100 | 2.7 | 22,074 | 2.9 | |||||||||||||||||||
| Income tax expense | 5,712 | 0.7 | 6,559 | 0.9 | |||||||||||||||||||
| Net income | $ | 16,388 | 2.0 | % | $ | 15,515 | 2.0 | % | |||||||||||||||
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Adjusted EBITDA(1)
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$ | 127,235 | 15.7 | % | $ | 129,754 | 17.0 | % | |||||||||||||||
(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.
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Net Sales by Segment
| Twenty-six weeks ended June 27, 2026 | Twenty-six weeks ended June 28, 2025 | $ Change | % Change | |||||||||||||||||||||||||||||||||||
| Hardware and Protective Solutions | $ | 617,374 | 76.0 | % | $ | 583,933 | 76.6 | % | $ | 33,441 | 5.7 | % | ||||||||||||||||||||||||||
| Robotics and Digital Solutions | 117,677 | 14.5 | 108,430 | 14.2 | 9,247 | 8.5 | ||||||||||||||||||||||||||||||||
| Canada | 77,273 | 9.5 | 69,783 | 9.2 | 7,490 | 10.7 | ||||||||||||||||||||||||||||||||
| Consolidated | $ | 812,324 | $ | 762,146 | $ | 50,178 | 6.6 | % | ||||||||||||||||||||||||||||||
The increase in total net sales during the twenty-six weeks ended June 27, 2026 was primarily driven by the factors described below:
Hardware and Protective Solutions' net sales increased by $33.4 million or 5.7% in the twenty-six weeks ended June 27, 2026. Primarily driving the increase was a 1.5% increase in core performance and a 1.9% increase in new business wins, along with sales related to the Delaney and Campbell acquisitions of $13.7 million. Our increase in core performance was impacted by a low double digit increase from pricing partially offset by a high single digit decrease in volume.
Robotics and Digital Solutions' net sales in the twenty-six weeks ended June 27, 2026 increased by $9.2 million or 8.5%. Primarily driving the increase was an 11.6% increase in new business wins partially offset by a 3.1% decrease in core performance. Core performance within RDS was positively impacted by high-single digit price increases which were more than offset by low double digit volume decreases.
Lastly, our Canada net sales increased by $7.5 million or 10.7%. Primarily driving the increase was 14.2% in new business wins offset by a 3.4% decrease in core performance. Canada's core performance was negatively impacted by mid-single digit market softness offset by the favorable low-single digit impact of price increases.
Cost of Sales (excluding depreciation and amortization)
The following table summarizes cost of sales by segment:
| Twenty-six weeks ended June 27, 2026 | % of Segment Net Sales | Twenty-six weeks ended June 28, 2025 | % of Segment Net Sales | $ Change | % Change | |||||||||||||||||||||||||||||||||
| Hardware and Protective Solutions | $ | 361,044 | 58.5 | % | $ | 328,168 | 56.2 | % | $ | 32,876 | 10.0 | % | ||||||||||||||||||||||||||
| Robotics and Digital Solutions | 28,068 | 23.9 | 29,818 | 27.5 | (1,750) | (5.9) | ||||||||||||||||||||||||||||||||
| Canada | 46,546 | 60.2 | 41,092 | 58.9 | 5,454 | 13.3 | ||||||||||||||||||||||||||||||||
| Consolidated | $ | 435,658 | 53.6 | % | $ | 399,078 | 52.4 | % | $ | 36,580 | 9.2 | % | ||||||||||||||||||||||||||
Hardware and Protective Solutions' cost of sales as a percentage of net sales increased primarily due to increased tariff costs and product costs.
Robotics and Digital Solutions' cost of sales as a percentage of net sales decreased primarily due to price increases and sales mix.
Canada's cost of sales as a percentage of net sales increased primarily due to higher tariffs on steel products.
Selling, Warehouse, General and Administrative Expenses
The following table summarizes selling, warehouse, general and administrative expense ("SG&A") by segment:
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| Twenty-six weeks ended June 27, 2026 | % of Segment Net Sales | Twenty-six weeks ended June 28, 2025 | % of Segment Net Sales | $ Change | % Change | |||||||||||||||||||||||||||||||||
| Hardware and Protective Solutions | $ | 181,698 | 29.4 | % | $ | 174,490 | 29.9 | % | $ | 7,208 | 4.1 | % | ||||||||||||||||||||||||||
| Robotics and Digital Solutions | 54,359 | 46.2 | 46,702 | 43.1 | 7,657 | 16.4 | ||||||||||||||||||||||||||||||||
| Canada | 22,497 | 29.1 | 21,567 | 30.9 | 930 | 4.3 | ||||||||||||||||||||||||||||||||
| Consolidated | $ | 258,554 | 31.8 | % | $ | 242,759 | 31.9 | % | $ | 15,795 | 6.5 | % | ||||||||||||||||||||||||||
Hardware and Protective Solutions' SG&A increased due to the following:
•Selling expense increased by $4.5 million primarily due to expenses associated with our pro growth strategy and other initiatives.
•Warehouse expense increased $2.8 million primarily due to increased compensation and freight costs.
•General and administrative ("G&A") expense was comparable to prior year.
Robotics and Digital Solutions' SG&A increased due to the following:
•Selling expense increased by $8.0 million primarily due to the shift from full-service keys to self-service keys, which have a higher variable selling cost.
•G&A expense decreased $0.4 million due to reduced compensation and benefit expense.
•Warehouse expense was comparable to prior year.
Canada's SG&A increased due to the following:
•Selling expense increased by $0.8 million primarily due to increased variable selling expenses.
•Warehouse expense increased $0.3 million primarily due to higher sales volumes.
•G&A was comparable to prior year.
Other Operating Expenses
Depreciation expense increased $5.3 million due to capital spend on merchandising racks along with key duplication kiosks.
Amortization expense in the twenty-six weeks ended June 27, 2026 decreased by $0.2 million primarily due to some intangible assets being fully amortized.
In the twenty-six weeks ended June 27, 2026, other income (expense) increased by $4.1 million consisting primarily of a $4.7 million gain on the acquisition of Campbell Chain and Fittings (see Note 4 - Acquisitions of the Notes to Condensed Consolidated Financial Statements for additional information) along with a $0.4 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 $0.7 million along with exchange rate losses of $0.6 million in the twenty-six weeks ended June 27, 2026.
In the twenty-six weeks ended June 28, 2025, other income (expense) consisted primarily of a $0.6 million gain on the revaluation of the contingent consideration associated with the acquisition of Resharp and Instafob. In addition, we recorded income related to certain rebates received of $0.4 million along with exchange rate gains of $0.1 million in the twenty-six weeks ended June 28, 2025.
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33 | June 27, 2026 Form 10-Q
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Income from Operations
| Twenty-six weeks ended June 27, 2026 | Twenty-six weeks ended June 28, 2025 | $ Change | % Change | |||||||||||||||||||||||
| Hardware and Protective Solutions | $ | 34,343 | $ | 37,142 | $ | (2,799) | (7.5) | % | ||||||||||||||||||
| Robotics and Digital Solutions | 8,513 | 9,365 | (852) | (9.1) | ||||||||||||||||||||||
| Canada | 5,291 | 4,825 | 466 | 9.7 | ||||||||||||||||||||||
| Total segment income from operations | $ | 48,147 | $ | 51,332 | $ | (3,185) | (6.2) | % | ||||||||||||||||||
Income from operations in our Hardware and Protective Solutions segment decreased $2.8 million due to the changes in net sales, cost of sales, SG&A expenses, and other income described above in addition to an increase in depreciation expense of $1.4 million due to capital spend on merchandising racks offset by a decrease of $0.3 million in amortization expense due to some intangible assets being fully amortized.
Income from operations in our Robotics and Digital Solutions segment decreased $0.9 million. The $0.9 million decrease is primarily due to the changes in net sales, cost of sales, and SG&A expenses described above, along with an increase in depreciation expense of $3.9 million due to capital spend on key duplication kiosks and machines and a decrease of $0.2 million in other expense driven by the changes in revaluation of the contingent consideration described above.
Canada's income from operations increased by $0.5 million primarily due to the changes in net sales, cost of sales and SG&A expenses described above offset by the change in exchange rate losses of $0.6 million in the twenty-six weeks ended June 27, 2026 .
Interest expense, net, decreased $2.3 million in the twenty-six weeks ended June 27, 2026 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).
Income Taxes
For the twenty-six weeks ended June 27, 2026 and twenty-six weeks ended June 28, 2025, the effective income tax rate was 25.8% and 29.7%, respectively. The Company recorded an income tax provision for the twenty-six weeks ended June 27, 2026 of $5.7 million based on a pre-tax income of $22.1 million, and an income tax provision for the twenty-six weeks ended June 28, 2025 of $6.6 million based on a pre-tax income of $22.1 million.
In 2026, 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, offset by the non-taxable gain on the acquisition of Campbell Chain and Fittings.
In 2025, 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.
NON-GAAP FINANCIAL MEASURES
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 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.
The following table presents a reconciliation of net income, the most directly comparable financial measure under GAAP, to Adjusted EBITDA for the periods presented:
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34 | June 27, 2026 Form 10-Q
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| (dollars in thousands) |
Thirteen Weeks Ended June 27, 2026 |
Thirteen Weeks Ended June 28, 2025 |
Twenty-six Weeks Ended June 27, 2026 |
Twenty-six Weeks Ended June 28, 2025 |
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| Net income | $ | 21,120 | $ | 15,832 | $ | 16,388 | $ | 15,515 | |||||||||||||||
| Income tax expense | 6,771 | 6,593 | 5,712 | 6,559 | |||||||||||||||||||
| Interest expense, net | 13,042 | 13,892 | 26,047 | 28,352 | |||||||||||||||||||
| Depreciation | 22,535 | 19,848 | 44,534 | 39,243 | |||||||||||||||||||
| Amortization | 15,223 | 15,257 | 30,499 | 30,672 | |||||||||||||||||||
| EBITDA | $ | 78,691 | $ | 71,422 | $ | 123,180 | $ | 120,341 | |||||||||||||||
| Stock compensation expense | 3,355 | 3,557 | 7,362 | 6,835 | |||||||||||||||||||
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Restructuring and other(1)
|
(577) | 420 | 1,434 | 2,111 | |||||||||||||||||||
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Transaction and integration expense (2)
|
(4,481) | 70 | (4,389) | 128 | |||||||||||||||||||
| Change in fair value of contingent consideration | 157 | (241) | (352) | (567) | |||||||||||||||||||
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Refinancing costs (3)
|
- | - | - | 906 | |||||||||||||||||||
| Adjusted EBITDA | $ | 77,145 | $ | 75,228 | $ | 127,235 | $ | 129,754 | |||||||||||||||
(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 acquisition activity, including the acquisitions of Campbell Chain and Fittings and Delaney Hardware in the second quarter of 2026, along with a $4,721 gain, net of deferred taxes, on the Campbell acquisition (see Note 4 - Acquisitions of the Notes to Condensed Consolidated Financial Statements for additional information).
(3)In the first quarter of 2025, we entered into a Repricing Amendment (2025 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).
The following tables presents a reconciliation of segment operating income, the most directly comparable financial measure under GAAP, to segment Adjusted EBITDA for the periods presented.
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35 | June 27, 2026 Form 10-Q
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| Thirteen weeks ended June 27, 2026 | Hardware and Protective Solutions | Robotics and Digital Solutions | Canada | ||||||||||||||
| Operating income | $ | 30,332 | $ | 5,858 | $ | 4,743 | |||||||||||
| Depreciation and amortization | 23,074 | 13,454 | 1,230 | ||||||||||||||
| Stock compensation expense | 2,904 | 235 | 216 | ||||||||||||||
| Restructuring and other | (523) | (76) | 22 | ||||||||||||||
| Transaction and integration expense | (4,481) | - | - | ||||||||||||||
| Change in fair value of contingent consideration | - | 157 | - | ||||||||||||||
| Adjusted EBITDA | $ | 51,306 | $ | 19,628 | $ | 6,211 | |||||||||||
| Thirteen weeks ended June 28, 2025 | Hardware and Protective Solutions | Robotics and Digital Solutions | Canada | ||||||||||||||
| Operating income | $ | 25,672 | $ | 6,309 | $ | 4,336 | |||||||||||
| Depreciation and 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 | |||||||||||
| Twenty-six weeks ended June 27, 2026 | Hardware and Protective Solutions | Robotics and Digital Solutions | Canada | ||||||||||||||
| Operating income | $ | 34,343 | $ | 8,513 | $ | 5,291 | |||||||||||
| Depreciation and amortization | 45,565 | 27,011 | 2,457 | ||||||||||||||
| Stock compensation expense | 6,415 | 550 | 397 | ||||||||||||||
| Restructuring and other | 1,268 | 106 | 60 | ||||||||||||||
| Transaction and integration expense | (4,389) | - | - | ||||||||||||||
| Change in fair value of contingent consideration | - | (352) | - | ||||||||||||||
| Adjusted EBITDA | $ | 83,202 | $ | 35,828 | $ | 8,205 | |||||||||||
| Twenty-six weeks ended June 28, 2025 | Hardware and Protective Solutions | Robotics and Digital Solutions | Canada | ||||||||||||||
| Operating income | $ | 37,142 | $ | 9,365 | $ | 4,825 | |||||||||||
| Depreciation and 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 | |||||||||||
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36 | June 27, 2026 Form 10-Q
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LIQUIDITY AND CAPITAL RESOURCES
Our working capital position, which we define as current assets minus current liabilities, of $422.9 million as of June 27, 2026 represents an increase of $34.0 million from the December 27, 2025 level of $388.9 million driven by seasonality of the business and tariff costs. 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).
The following table presents the key categories of our condensed consolidated statements of cash flows:
| Twenty-six weeks ended June 27, 2026 | Twenty-six weeks ended June 28, 2025 | $ Change | ||||||||||||||||||
| Net cash provided by operating activities | $ | 68,463 | $ | 48,052 | $ | 20,411 | ||||||||||||||
| Net cash used for investing activities | (39,909) | (38,284) | (1,625) | |||||||||||||||||
| Net cash used for financing activities | (19,955) | (20,411) | 456 | |||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | 8,563 | (10,322) | 18,885 | |||||||||||||||||
Operating Cash Flows:
Net cash provided by operating activities for the twenty-six weeks ended June 27, 2026 was favorably impacted by a reduction in inventory due to a focus on inventory management in order to balance supply chain in relationship with the recently enacted tariffs. Additionally, net cash used for operating activities was unfavorably impacted by a decrease in accrued incentive compensation related to the payout of 2025 incentive compensation.
Net cash provided by operating activities for the twenty-six weeks ended June 28, 2025 was favorably impacted by increased accounts payable due to the timing of inventory purchases and payments. Inventory and accounts payable were both impacted by the recently enacted tariffs. Net cash provided by operating activities was unfavorably impacted by a decrease in accrued incentive compensation related to the payout of 2024 incentive compensation.
Investing Cash Flows:
Capital Expenditures:
Cash of $32.6 million and $38.2 million was used in the twenty-six weeks ended June 27, 2026 and twenty-six weeks ended June 28, 2025, respectively, to invest in new key duplicating kiosks and merchandising racks.
Acquisitions:
Campbell Chain and Fittings
On April 3, 2026, the Company completed the acquisition of Campbell Chain and Fittings ("Campbell"), a widely recognized provider of industrial chain and chain-related products for a total purchase price of $2,600.
Delaney Hardware
On April 10, 2026, the Company completed the acquisition of Delaney Hardware ("Delaney"), a U.S.-based supplier of door hardware and related products used in residential, multifamily, and commercial construction for a total purchase price of $4,618.
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37 | June 27, 2026 Form 10-Q
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Financing Cash Flows:
Term Loan:
The Company used $4.3 million of cash for principal payments on the senior term loan. As of June 27, 2026, we have outstanding borrowings of $632.7 million on the term loan. See Note 9 - Long-term Debt of the Notes to Condensed Consolidated Financial Statements for additional information.
ABL Revolver:
Our revolver draws, net of payments, provided cash of $10.0 million in the twenty-six weeks ended June 27, 2026, primarily used to fund acquisitions and capital expenditures.
Our revolver payments, net of draws, used cash of $13.0 million in the twenty-six weeks ended June 28, 2025, as we worked to pay down our debt.
Treasury Stock:
In the twenty-six weeks ended June 27, 2026, the Company repurchased $23.4 million of its common stock, see Note 11 - Equity and Accumulated Other Comprehensive Loss of the Notes to Consolidated Financial Statements for additional information.
Stock Option Exercises:
In the twenty-six weeks ended June 27, 2026 and twenty-six weeks ended June 28, 2025, the Company received $1.5 million and $0.5 million from the exercise of stock options, respectively.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Significant accounting policies and estimates are summarized in the Notes to the Condensed Consolidated Financial Statements. Some accounting policies require management to exercise significant judgment in selecting the appropriate assumptions for calculating financial estimates. Such judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, known trends in our industry, terms of existing contracts, and other information from outside sources, as appropriate. Management believes that these estimates and assumptions are reasonable based on the facts and circumstances as of June 27, 2026, however, actual results may differ from these estimates under different assumptions and circumstances.
There have been no material changes to our critical accounting policies and estimates which are discussed in the "Critical Accounting Policies and Estimates" section of "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Annual Report on Form 10-K for the year ended December 27, 2025, as filed with the Securities and Exchange Commission on February 17, 2026.
Recent Accounting Pronouncements
See "Note 3 - Recent Accounting Pronouncements" of the Notes to Condensed Consolidated Financial Statements.
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38 | June 27, 2026 Form 10-Q
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Hillman Solutions Corporation published this content on August 04, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 04, 2026 at 11:39 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]