Hillman Solutions Corp. Form 8-K Summary
Business Context and Reporting Period
Hillman Solutions Corp. filed a Form 8-K regarding a change in its independent registered public accounting firm. The Audit Committee’s decision occurred on March 23, 2022; the report was signed and filed on March 29, 2022. The new auditor was selected to audit the year ending December 31, 2022.
Material Change: Independent Auditor
- Deloitte & Touche LLP was approved as the Company’s new independent registered public accounting firm.
- KPMG LLP, which had served as auditor since 2010, was dismissed following a competitive selection process.
- Deloitte’s engagement remained subject to client acceptance procedures and execution of an engagement letter.
- KPMG’s audit reports for the fiscal years ended December 25, 2021 and December 26, 2020 contained no adverse opinion, disclaimer, qualification, or modification relating to uncertainty, audit scope, or accounting principles.
Financial Metrics, Liquidity, and Cash Flow
The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating or financial performance metrics.
Audit Matters, Risks, and Unusual Items
- The Company reported no disagreements with KPMG during the fiscal years ended December 25, 2021 and December 26, 2020 or the subsequent interim period through March 23, 2022.
- The Company reported no reportable events during those periods, other than a previously disclosed material weakness in internal control over financial reporting related to controls over the completeness and accuracy of the valuation allowance against deferred tax assets.
- Management stated that the material weakness was remediated as of December 25, 2021 after implementing technical tax-accounting support, additional review procedures, and expanded tax personnel. The Company tested the revised controls and concluded they were effective.
- The Company stated that it had not consulted Deloitte on accounting principles, proposed transactions, audit opinions, disagreements, or reportable events before selecting Deloitte.
- KPMG provided a letter to the SEC dated March 29, 2022, filed as Exhibit 16.1, addressing the Company’s disclosures.
Investor Verification Checklist
- Verify Deloitte’s completion of client acceptance procedures and execution of the engagement letter.
- Review Exhibit 16.1 for KPMG’s response to the Company’s disclosures.
- Confirm in subsequent filings whether the remediated internal-control weakness remained resolved.
- Review subsequent annual and quarterly filings for Deloitte’s audit reports and any newly identified control deficiencies or reportable events.