hwkn-20220703

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
			SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 3, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
			SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-7647


HAWKINS, INC.
(Exact name of registrant as specified in its charter)


Minnesota						41-0771293
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


2381 Rosegate, Roseville, Minnesota			55113
(Address of principal executive offices)			(Zip code)


(612) 331-6910
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	HWKN	Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


CLASS						Shares Outstanding at July 29, 2022
Common Stock, par value $.01 per share						21,006,883

HAWKINS, INC.

INDEX TO FORM 10-Q


		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited):

	Condensed Consolidated Balance Sheets –Ju ly 3, 2022 and A pril 3,2022	1

	Condensed Consolidated Statements of Income – Three Months Ended July 3, 2022 and June 27, 202 1	2

	Condensed Consolidated Statements of Comprehensive Income – Three Months Ended July 3, 2022 and J une 27 , 202 1	3

	Condensed Consolidated Statements of Shareholder’s Equity – Three Months Ended July 3, 2022 and June 27,2021	4

	Condensed Consolidated Statements of Cash Flows – Three Months Ended July 3, 2022 and June 27, 2021	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	13

Item 4.	Controls and Procedures	13

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	14

Item 1A.	Risk Factors	14

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14

Item 3.	Defaults Upon Senior Securities	14

Item 4.	Mine Safety Disclosures	14

Item 5.	Other Information	14

Item 6.	Exhibits	15

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

HAWKINS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share data)


	July 3, 2022		April 3, 2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	5,995	$	3,496
Trade accounts receivables, net	138,775		122,826
Inventories	104,988		94,985

Prepaid expenses and other current assets	3,864		6,431
Total current assets	253,622		227,738
PROPERTY, PLANT, AND EQUIPMENT:	313,186		304,055
Less accumulated depreciation	146,739		142,209
Net property, plant, and equipment	166,447		161,846
OTHER ASSETS:
Right-of-use assets	9,976		10,606
Goodwill	77,401		77,401
Intangible assets, net of accumulated amortization	78,435		80,193
Deferred compensation plan asset	7,285		6,783
Other	3,238		2,761
Total other assets	176,335		177,744
Total assets	$	596,404	$	567,328
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable — trade	$	56,376	$	66,693
Accrued payroll and employee benefits	9,658		19,034
Income tax payable	6,684		39
Current portion of long-term debt	9,913		9,913
Short-term lease liability	1,456		1,657
Container deposits	1,557		1,558
Other current liabilities	2,519		2,572
Total current liabilities	88,163		101,466
LONG-TERM DEBT, LESS CURRENT PORTION	149,166		115,644
LONG-TERM LEASE LIABILITY	8,665		9,143
PENSION WITHDRAWAL LIABILITY	4,186		4,276
DEFERRED INCOME TAXES	23,594		23,422
DEFERRED COMPENSATION LIABILITY	8,082		8,402
OTHER LONG-TERM LIABILITIES	1,271		2,374
Total liabilities	283,127		264,727
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Common stock; authorized: 60,000,000 shares of $0.01 par value; 20,807,338 and 20,889,777 shares issued and outstanding as of July 3, 2022 and April 3, 2022, respectively	208		209
Additional paid-in capital	40,192		46,717
Retained earnings	271,121		254,384
Accumulated other comprehensive income	1,756		1,291
Total shareholders’ equity	313,277		302,601
Total liabilities and shareholders’ equity	$	596,404	$	567,328

See accompanying notes to condensed consolidated financial statements.

HAWKINS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(In thousands, except share and per-share data)


	Three Months Ended
	July 3, 2022		June 27, 2021
Sales	$	246,543	$	181,241
Cost of sales	(199,794)		(142,267)

Gross profit	46,749		38,974
Selling, general and administrative expenses	(18,885)		(16,856)
Operating income	27,864		22,118
Interest expense, net	(929)		(349)
Other (expense) income	(763)		232
Income before income taxes	26,172		22,001
Income tax expense	(6,477)		(5,373)
Net income	$	19,695	$	16,628

Weighted average number of shares outstanding - basic	20,908,823		21,034,302
Weighted average number of shares outstanding - diluted	21,033,549		21,178,320

Basic earnings per share	$	0.94	$	0.79
Diluted earnings per share	$	0.94	$	0.79

Cash dividends declared per common share	$	0.1400	$	0.1225

See accompanying notes to condensed consolidated financial statements.

HAWKINS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(In thousands)


	Three Months Ended
	July 3, 2022		June 27, 2021
Net income	$	19,695	$	16,628
Other comprehensive income, net of tax:

Unrealized gain on interest rate swap	465		—


Total comprehensive income	$	20,160	$	16,628

See accompanying notes to condensed consolidated financial statements.

HAWKINS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(In thousands, except share data)


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity
	Shares	Amount
BALANCE — April 3, 2022	20,889,777	$	209	$	46,717	$	254,384	$	1,291	$	302,601
Cash dividends declared and paid ($0.14 per share)	—	—		—		(2,958)		—		(2,958)
Share-based compensation expense	—	—		595		—		—		595
Vesting of restricted stock	102,860	1		(1)		—		—		—
Shares surrendered for payroll taxes	(36,410)	—		(1,550)		—		—		(1,550)
ESPP shares issued	32,768	—		986		—		—		986
Shares repurchased	(181,657)	(2)		(6,555)		—		—		(6,557)
Other comprehensive income, net of tax	—	—		—		—		465		465
Net income	—	—		—		19,695		—		19,695
BALANCE — July 3, 2022	20,807,338	$	208	$	40,192	$	271,121	$	1,756	$	313,277





























	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity
	Shares	Amount
BALANCE — March 28, 2021	20,969,746	$	210	$	51,138	$	213,898	$	—	$	265,246
Cash dividends declared and paid ($0.1225 per share)	—	—		—		(2,600)		—		(2,600)
Share-based compensation expense	—	—		799		—		—		799
Vesting of restricted stock	123,002	1		(1)		—		—		—
Shares surrendered for payroll taxes	(45,390)	—		(1,467)		—		—		(1,467)

Shares repurchased	(100,954)	(1)		(3,400)		—		—		(3,401)

Net income	—	—		—		16,628		—		16,628
BALANCE — June 27, 2021	20,946,404	$	210	$	47,069	$	227,926	$	—	$	275,205

See accompanying notes to condensed consolidated financial statements.

HAWKINS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)


	Three Months Ended
	July 3, 2022		June 27, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	19,695	$	16,628
Reconciliation to cash flows:
Depreciation and amortization	6,558		5,935
Operating leases	476		481

Loss (Gain) on deferred compensation assets	763		(232)

Stock compensation expense	595		799

Other	273		67
Changes in operating accounts providing (using) cash:
Trade receivables	(15,857)		(316)
Inventories	(10,003)		(4,079)
Accounts payable	(8,442)		868
Accrued liabilities	(11,043)		(10,159)
Lease liabilities	(521)		(572)
Income taxes	6,645		5,393
Other	1,466		8
Net cash (used in) provided by operating activities	(9,395)		14,821
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment	(11,640)		(2,155)



Other	113		26
Net cash used in investing activities	(11,527)		(2,129)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends declared and paid	(2,958)		(2,600)
New shares issued	986		—
Payroll taxes paid in exchange for shares withheld	(1,550)		(1,467)


Shares repurchased	(6,557)		(3,401)

Payments on revolving loan	(6,500)		(3,000)

Proceeds from revolving loan borrowings	40,000		—
Net cash provided by (used in) financing activities	23,421		(10,468)
NET INCREASE IN CASH AND CASH EQUIVALENTS	2,499		2,224
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	3,496		2,998
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	5,995	$	5,222

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid for interest	$	721	$	292
Noncash investing activities - capital expenditures in accounts payable	$	1,858	$	497

See accompanying notes to condensed consolidated financial statements.

HAWKINS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 – Summary of Significant Accounting Policies

Basis of Presentation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and, accordingly, do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the consolidated financial statements and footnotes included in our Annual Report on Form 10-K for the fiscal year ended April 3, 2022, previously filed with the Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly our financial position and the results of our operations and cash flows for the periods presented. All adjustments made to the interim condensed consolidated financial statements were of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three months ended July 3, 2022 are not necessarily indicative of the results that may be expected for the full year.

References to fiscal 2022 refer to the fiscal year ended April 3, 2022 and references to fiscal 2023 refer to the fiscal year ending April 2, 2023.

Use of Estimates. The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, particularly receivables, inventories, property, plant and equipment, right-of-use assets, goodwill, intangibles, accrued expenses, short-term and long-term lease liability, income taxes and related accounts and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Accounting Policies. The accounting policies we follow are set forth in Note 1 – Nature of Business and Significant Accounting Policies to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended April 3, 2022, previously filed with the SEC. There has been no significant change in our accounting policies since the end of fiscal 2022.

Note 2 — Acquisitions

Acquisition of NAPCO Chemical Company, Inc.: In the fourth quarter of fiscal 2022, we acquired substantially all the assets of NAPCO Chemical Company, Inc. ("NAPCO"), under the terms of an asset purchase agreement with NAPCO and certain other parties thereto, to further the geographic reach of our Water Treatment segment. We paid $18.5 million at closing for the acquisition, and an additional $0.5 million for a working capital adjustment. NAPCO manufactured and distributed water treatment chemicals from three locations in Texas. The results of operations since the acquisition date, and the assets, including the goodwill associated with this acquisition, are included in our Water Treatment segment. Costs associated with this transaction were not material and were expensed as incurred.

Acquisition of Water and Waste Specialties, Inc.: In the third quarter of fiscal 2022, we acquired substantially all the assets of Water and Waste Specialties, Inc., under the terms of a purchase agreement with Water and Waste Specialties and its shareholders. We paid $1.4 million at closing for the acquisition. Water and Waste Specialties was a water treatment chemical distribution company operating primarily in Alabama. The results of operations since the acquisition date, and the assets, including the goodwill associated with this acquisition, are included in our Water Treatment segment. Costs associated with this transaction were not material and were expensed as incurred.

Acquisition of Southeast Water Systems LLC: In the second quarter of fiscal 2022, we acquired substantially all the assets of Southeast Water Systems LLC, under the terms of an asset purchase agreement with Southeast Water Systems and its shareholders. We paid $1.2 million at closing for the acquisition and may pay up to an additional $1.0 million over the next three years based on achieving certain goals. Southeast Water Systems supplied and installed water treatment chemical equipment to its customers located primarily in Alabama, southern Georgia and the Florida panhandle. The results of operations since the acquisition date, and the assets, including the goodwill associated with this acquisition, are included in our Water Treatment segment. Costs associated with this transaction were not material and were expensed as incurred.

Note 3 - Revenue

Our revenue arrangements generally consist of a single performance obligation to transfer promised goods or services. We disaggregate revenues from contracts with customers by operating segments as well as types of products sold. Reporting by operating segment is pertinent to understanding our revenues, as it aligns to how we review the financial performance of our operations. Types of products sold within each operating segment help us to further evaluate the financial performance of our segments. The following tables disaggregate external customer net sales by major revenue stream for the three months ended July 3, 2022 and June 27, 2021:


	Three months ended July 3, 2022
(In thousands)	Industrial		Water Treatment		Health and Nutrition		Total
Manufactured, blended or repackaged products (1)	$	101,612	$	70,357	$	11,961	$	183,930
Distributed specialty products (2)	—		—		31,089		31,089
Bulk products (3)	20,455		6,790		—		27,245
Other	2,643		1,343		293		4,279
Total external customer sales	$	124,710	$	78,490	$	43,343	$	246,543

	Three months ended June 27, 2021
(In thousands)	Industrial		Water Treatment		Health and Nutrition		Total
Manufactured, blended or repackaged products (1)	$	72,566	$	51,228	$	8,051	$	131,845
Distributed specialty products (2)	—		—		30,942		30,942
Bulk products (3)	11,843		4,553		—		16,396
Other	1,441		457		160		2,058
Total external customer sales	$	85,850	$	56,238	$	39,153	$	181,241

(1)For our Industrial and Water Treatment segments, this line includes our non-bulk specialty products that we either manufacture, blend, repackage, resell in their original form, or direct ship to our customers in smaller quantities, and services we provide for our customers. For our Health and Nutrition segment, this line includes products manufactured, processed or repackaged in our facility and/or with our equipment.

(2)This line includes non-manufactured distributed specialty products in our Health and Nutrition segment, which may be sold out of one of our facilities or direct shipped to our customers.

(3)This line includes bulk products in our Industrial and Water Treatment segments that we do not modify in any way, but receive, store, and ship from our facilities, or direct ship to our customers in large quantities.

Note 4 – Earnings per Share

Basic earnings per share (“EPS”) is computed by dividing net earnings by the weighted-average number of common shares outstanding. Diluted EPS includes the dilutive impact of incremental shares assumed to be issued as performance units and restricted stock.

Basic and diluted EPS were calculated using the following:


	Three Months Ended
	July 03, 2022	June 27, 2021
Weighted-average common shares outstanding—basic	20,908,823	21,034,302
Dilutive impact of performance units and restricted stock	124,726	144,018
Weighted-average common shares outstanding—diluted	21,033,549	21,178,320

For each of the periods presented, there were no shares excluded from the calculation of weighted-average common shares for diluted EPS.

Note 5 – Fair Value Measurements

Our financial assets and liabilities are measured at fair value at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The carrying value of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short-term nature of these instruments. Because of the variable-rate nature of our debt under our credit facility, our debt also approximates fair value.

Assets and Liabilities Measured at Fair Value on a Recurring Basis. The fair value hierarchy requires the use of observable market data when available. In instances where inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

Our financial assets that are measured at fair value on a recurring basis are an interest rate swap and assets held in a deferred compensation retirement plan. Both of these assets are classified as other long-term assets on our balance sheet, with the portion of the deferred compensation retirement plan assets expected to be paid within twelve months classified as current assets. The fair value of the interest rate swap is determined by the respective counterparties based on interest rate changes. Interest rate swaps are valued based on observable interest rate yield curves for similar instruments. The deferred compensation plan assets relate to contributions made to a non-qualified compensation plan on behalf of certain employees who are classified as “highly compensated employees” as determined by IRS guidelines. The assets are part of a rabbi trust and the funds are held in mutual funds. The fair value of the deferred compensation is based on the quoted market prices for the mutual funds at the end of the period.

The following tables summarize the balances of assets and liabilities measured at fair value on a recurring basis as of July 3, 2022 and April 3, 2022.


(In thousands)		July 3, 2022		April 3, 2022
Assets
Deferred compensation plan assets	Level 1	$	7,632	$	7,038
Interest rate swap	Level 2	$	2,406	$	1,769

Note 6 – Inventories

Inventories at July 3, 2022 and April 3, 2022 consisted of the following:


	July 3, 2022		April 3, 2022
(In thousands)
Inventory (FIFO basis)	$	130,107	$	116,325
LIFO reserve	(25,119)		(21,340)
Net inventory	$	104,988	$	94,985

The first in, first out (“FIFO”) value of inventories accounted for under the last in, first out (“LIFO”) method was $93.9 million at July 3, 2022 and $83.7 million at April 3, 2022. The remainder of the inventory was valued and accounted for under the FIFO method.

Note 7 – Goodwill and Intangible Assets

The carrying amount of goodwill was $77.4 million as of July 3, 2022 and April 3, 2022, of which $44.9 million was related to our Health and Nutrition segment, $26.0 million was related to our Water Treatment segment, and $6.5 million was related to our Industrial segment.

A summary of our intangible assets as of July 3, 2022 and April 3, 2022 is as follows:


	July 3, 2022						April 3, 2022
(In thousands)	Gross Amount		Accumulated Amortization		Net		Gross Amount		Accumulated Amortization		Net
Finite-life intangible assets
Customer relationships	$	109,644	$	(33,976)	$	75,668	$	109,644	$	(32,399)	$	77,245
Trademarks and trade names	6,370		(4,886)		1,484		6,370		(4,746)		1,624
Other finite-life intangible assets	3,904		(3,848)		56		3,904		(3,807)		97
Total finite-life intangible assets	119,918		(42,710)		77,208		119,918		(40,952)		78,966
Indefinite-life intangible assets	1,227		—		1,227		1,227		—		1,227
Total intangible assets	$	121,145	$	(42,710)	$	78,435	$	121,145	$	(40,952)	$	80,193

Note 8 – Debt

Debt at July 3, 2022 and April 3, 2022 consisted of the following:


	July 3, 2022		April 3, 2022

(In thousands)

Senior secured revolving loan	$	159,500	$	126,000

Less: unamortized debt issuance costs	(421)		(443)
Total debt, net of debt issuance costs	159,079		125,557
Less: current portion of long-term debt	(9,913)		(9,913)
Total long-term debt	$	149,166	$	115,644

We were in compliance with all covenants of our credit agreement as of July 3, 2022.

Note 9 – Income Taxes

We are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. The tax years prior to our fiscal year ended March 31, 2019 are closed to examination by the Internal Revenue Service, and with few exceptions, state and local income tax jurisdictions. Our effective income tax rate was 25% for the current quarter, compared to 24% for the three months ended June 27, 2021. The effective tax rate is impacted by projected levels of annual taxable income, permanent items, and state taxes.

Note 10 – Leases

Lease Obligations. As of July 3, 2022, we were obligated under operating lease agreements for certain manufacturing facilities, warehouse space, the land on which some of our facilities sit, vehicles and information technology equipment. Our leases have remaining original lease terms of 1 year to 22 years, some of which include options to extend the lease for up to 10 years.

As of July 3, 2022, our