Hillman Solutions Corp. — Form 8-K Summary
Business Context and Reporting Period
Filed July 29, 2021, under Item 4.01 and Item 9.01. The filing follows the July 14, 2021 closing of the business combination in which Landcadia Holdings III, Inc. acquired HMAN Group Holdings Inc. and changed its name to Hillman Solutions Corp. Hillman Holdco became a wholly owned subsidiary of the Company.
Financial Metrics and Liquidity
This filing does not provide revenue, earnings, cash flow, margins, debt, liquidity, or other operating or financial performance metrics.
Material Changes
- On July 29, 2021, the Audit Committee approved the engagement of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.
- Marcum LLP was dismissed as the independent registered public accounting firm.
- Marcum’s prior reports on Landcadia’s financial statements for the years ended December 31, 2020 and 2019 contained no adverse opinion, disclaimer, or qualification relating to uncertainty, audit scope, or accounting principles.
- The Company reported no disagreements with Marcum regarding accounting principles, financial statement disclosure, or audit scope and procedures during the relevant periods.
Guidance, Risks, Contingencies, and Unusual Items
The filing provides no financial guidance or operating outlook. It identifies a material weakness in internal control related to evaluating complex accounting issues, which had been disclosed in connection with Landcadia’s initial public offering and contributed to a restatement of Landcadia’s financial statements in its Form 10-K/A filed May 3, 2021. No other reportable events were identified during the stated periods.
Investor Verification Checklist
- Review KPMG’s subsequent audit reports and any disclosures regarding internal control deficiencies.
- Review the Form 10-K/A dated May 3, 2021 for details of the prior restatement and material weakness.
- Examine the merger-related financial statements and pro forma information in subsequent filings to establish Hillman’s comparable operating history.
- Review Exhibit 16.1, Marcum’s July 29, 2021 letter to the SEC, for its response to the Company’s disclosures.