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Form 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended March 31, 2019
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Commission File No. 0-7647
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Minnesota
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41-0771293
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(State of Incorporation)
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(I.R.S. Employer
Identification No.)
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2381 Rosegate, Roseville, Minnesota
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55113
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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¨
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Accelerated filer
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þ
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Non-accelerated filer
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¨
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Smaller reporting company
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o
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Emerging growth company
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o
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Page
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PART I
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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PART III
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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PART IV
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ITEM 15.
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ITEM 16.
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•
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Receives, stores and distributes various chemicals in bulk quantities, including liquid caustic soda, sulfuric acid, hydrochloric acid, urea, phosphoric acid, aqua ammonia and potassium hydroxide;
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•
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Manufactures sodium hypochlorite (bleach), agricultural products and certain food-grade products, including liquid phosphates, lactates and other blended products;
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•
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Repackages water treatment chemicals for our Water Treatment Group and bulk industrial chemicals to sell in smaller quantities to our customers;
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•
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Performs custom blending of chemicals according to customer formulas and specifications; and
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•
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Performs contract and private label bleach packaging.
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•
|
requirements for the reformulation of certain or all products to meet new standards,
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•
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the recall or discontinuance of certain or all products,
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•
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additional record-keeping requirements,
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•
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expanded documentation of the properties of certain or all products,
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•
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expanded or different labeling,
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•
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adverse event tracking and reporting, and
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•
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additional scientific substantiation.
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(1)
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This is a leased facility comprising administrative offices and a distribution facility. The lease runs through January 2026.
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(2)
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This is comprised of a 79,000 square foot manufacturing plant which sits on approximately 16 acres, as well as a leased 28,000 square foot warehouse located in close proximity that is leased until December 2020.
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(3)
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This manufacturing facility includes 10 acres of land owned by the Company.
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(4)
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The land for this manufacturing and packaging facility is leased from a third party, with the lease expiring in May 2023.
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(5)
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Our terminal operations, located at two sites on opposite sides of the Mississippi River, are made up of three buildings, outside storage tanks for the storage of liquid bulk chemicals, including caustic soda, as well as numerous smaller tanks for storing and mixing chemicals. The land is leased from the Port Authority of the City of St. Paul, Minnesota. One of the applicable leases runs through 2033, while the other one runs through 2044 including all available lease extensions.
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(6)
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This facility includes 28 acres of land owned by the Company. This manufacturing facility has outside storage tanks for the storage of bulk chemicals, as well as numerous smaller tanks for storing and mixing chemicals.
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(7)
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Our Red Rock facility, which consists of a 59,000 square-foot building located on approximately 10 acres of land, has outside storage capacity for liquid bulk chemicals, as well as numerous smaller tanks for storing and mixing chemicals. The land is leased from the Port Authority of the City of St. Paul, Minnesota and runs until 2029.
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Period
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Total Number of Shares Purchased
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|
Average Price Paid Per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Maximum Number of Shares that May Yet be Purchased under the Plans or Programs
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|||||
12/31/2018-1/27/2019
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—
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|
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—
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—
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52,758
|
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|
1/28/2019-2/24/2019
(1)
|
39,382
|
|
|
$
|
40.60
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|
39,382
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|
513,376
|
|
2/28/2019-3/31/2019
|
8,996
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|
|
$
|
40.94
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|
8,996
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|
504,380
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|
Total
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48,378
|
|
|
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48,378
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Fiscal Year
|
|||||||||||||||||||
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2019
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|
2018
(1)
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|
2017
|
|
2016
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|
2015
|
|
||||||||||
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(In thousands, except per share data)
|
|||||||||||||||||||
Sales
|
|
$
|
556,326
|
|
|
$
|
504,169
|
|
|
$
|
483,593
|
|
|
$
|
413,976
|
|
|
$
|
364,023
|
|
|
Gross profit
|
|
95,936
|
|
|
86,760
|
|
|
98,073
|
|
|
80,257
|
|
|
65,791
|
|
|
|||||
Net income (loss)
|
|
24,433
|
|
|
(9,177
|
)
|
|
22,555
|
|
|
18,143
|
|
|
19,214
|
|
|
|||||
Basic earnings (loss) per common share
|
|
2.29
|
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|
(0.87
|
)
|
|
2.14
|
|
|
1.72
|
|
|
1.82
|
|
|
|||||
Diluted earnings (loss) per common share
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|
2.28
|
|
|
(0.86
|
)
|
|
2.13
|
|
|
1.72
|
|
|
1.81
|
|
|
|||||
Cash dividends declared per common share
|
|
0.68
|
|
|
0.88
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|
|
0.84
|
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|
0.80
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|
|
0.76
|
|
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|||||
Cash dividends paid per common share
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|
1.12
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|
0.86
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|
|
0.82
|
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|
0.78
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|
|
0.74
|
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|||||
|
|
|
|
|
|
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|
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||||||||||
Total assets
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|
$
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385,599
|
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|
$
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390,991
|
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|
$
|
418,584
|
|
|
$
|
436,491
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|
$
|
248,462
|
|
|
Total long-term obligations
(2)
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|
90,316
|
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96,646
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|
100,968
|
|
|
130,407
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|
6,589
|
|
|
•
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Sales of
$556.3 million
, a
10.3%
increase
from fiscal
2018
;
|
•
|
Gross profit of
$95.9 million
, an
increase
of
$9.2 million
, or 10.6% from fiscal
2018
;
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•
|
Selling, general and administrative (“SG&A”) expenses decreased by $0.3 million year over year, and down 1.2% as a percentage of sales from fiscal 2018;
|
•
|
Net cash provided by operating activities of
$48.0 million
as compared to $27.3 million for fiscal 2018.
|
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Fiscal 2019
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|
Fiscal 2018
|
|
Fiscal 2017
|
|||
Sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
|
(82.8
|
)%
|
|
(82.8
|
)%
|
|
(79.7
|
)%
|
Gross profit
|
|
17.2
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%
|
|
17.2
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%
|
|
20.3
|
%
|
Selling, general and administrative expenses
|
|
(10.6
|
)%
|
|
(11.8
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)%
|
|
(12.3
|
)%
|
Goodwill impairment
|
|
—
|
%
|
|
(7.8
|
)%
|
|
—
|
%
|
Operating income (loss)
|
|
6.6
|
%
|
|
(2.3
|
)%
|
|
8.0
|
%
|
Interest expense, net
|
|
(0.6
|
)%
|
|
(0.7
|
)%
|
|
(0.4
|
)%
|
Other income
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Income (loss) before income taxes
|
|
6.0
|
%
|
|
(3.0
|
)%
|
|
7.6
|
%
|
Income tax provision
|
|
(1.6
|
)%
|
|
1.2
|
%
|
|
(2.8
|
)%
|
Net income (loss)
|
|
4.4
|
%
|
|
(1.8
|
)%
|
|
4.7
|
%
|
|
|
Payments Due by Fiscal Period
|
||||||||||||||||||||||||||
Contractual Obligation
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
More than
5 Years
|
|
Total
|
||||||||||||||
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|
(In thousands)
|
||||||||||||||||||||||||||
Senior secured revolver (1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85,000
|
|
|
$
|
—
|
|
|
$
|
85,000
|
|
Interest payments (2)
|
|
$
|
3,291
|
|
|
$
|
3,291
|
|
|
$
|
3,291
|
|
|
$
|
3,291
|
|
|
$
|
3,291
|
|
|
$
|
—
|
|
|
$
|
16,455
|
|
Operating lease obligations
|
|
$
|
2,198
|
|
|
$
|
1,783
|
|
|
$
|
1,407
|
|
|
$
|
1,352
|
|
|
$
|
1,183
|
|
|
$
|
5,473
|
|
|
$
|
13,396
|
|
Pension withdrawal liability (3)
|
|
$
|
467
|
|
|
$
|
467
|
|
|
$
|
467
|
|
|
$
|
467
|
|
|
$
|
467
|
|
|
$
|
4,439
|
|
|
$
|
6,774
|
|
(1)
|
Represents balance outstanding as of
March 31, 2019
, and assumes such amount remains outstanding until its maturity date. See Note 8 of our consolidated Financial Statements for further information.
|
(3)
|
This relates to our withdrawal from a multiemployer pension plan. Payments on this obligation will continue through 2034.
|
|
|
March 31, 2019
|
|
April 1, 2018
|
||||
ASSETS
|
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
9,199
|
|
|
$
|
4,990
|
|
Trade receivables less allowance for doubtful accounts of $620 for 2019 and $942 for 2018
|
|
63,966
|
|
|
63,507
|
|
||
Inventories
|
|
60,482
|
|
|
59,736
|
|
||
Income taxes receivable
|
|
527
|
|
|
2,643
|
|
||
Prepaid expenses and other current assets
|
|
5,235
|
|
|
4,106
|
|
||
Total current assets
|
|
139,409
|
|
|
134,982
|
|
||
PROPERTY, PLANT, AND EQUIPMENT:
|
|
|
|
|
||||
Land
|
|
9,140
|
|
|
9,540
|
|
||
Buildings and improvements
|
|
96,389
|
|
|
96,105
|
|
||
Machinery and equipment
|
|
93,153
|
|
|
89,324
|
|
||
Transportation equipment
|
|
29,744
|
|
|
26,790
|
|
||
Office furniture and equipment
|
|
16,435
|
|
|
16,406
|
|
||
|
|
244,861
|
|
|
238,165
|
|
||
Less accumulated depreciation
|
|
126,233
|
|
|
114,339
|
|
||
Net property, plant, and equipment
|
|
118,628
|
|
|
123,826
|
|
||
OTHER ASSETS:
|
|
|
|
|
||||
Goodwill
|
|
58,440
|
|
|
58,440
|
|
||
Intangible assets, net
|
|
65,726
|
|
|
71,179
|
|
||
Other
|
|
3,396
|
|
|
2,564
|
|
||
Total other assets
|
|
127,562
|
|
|
132,183
|
|
||
Total assets
|
|
$
|
385,599
|
|
|
$
|
390,991
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
|
||||
Accounts payable — trade
|
|
$
|
29,314
|
|
|
$
|
33,424
|
|
Dividends payable
|
|
—
|
|
|
4,704
|
|
||
Accrued payroll and employee benefits
|
|
12,483
|
|
|
8,399
|
|
||
Current portion of long-term debt
|
|
9,907
|
|
|
9,864
|
|
||
Container deposits
|
|
1,299
|
|
|
1,241
|
|
||
Other current liabilities
|
|
2,393
|
|
|
2,935
|
|
||
Total current liabilities
|
|
55,396
|
|
|
60,567
|
|
||
LONG-TERM DEBT, LESS CURRENT PORTION
|
|
74,658
|
|
|
90,762
|
|
||
PENSION WITHDRAWAL LIABILITY
|
|
5,316
|
|
|
5,646
|
|
||
OTHER LONG-TERM LIABILITIES
|
|
5,695
|
|
|
4,386
|
|
||
DEFERRED INCOME TAXES
|
|
26,673
|
|
|
27,383
|
|
||
Total liabilities
|
|
167,738
|
|
|
188,744
|
|
||
COMMITMENTS AND CONTINGENCIES
|
|
—
|
|
|
—
|
|
||
SHAREHOLDERS’ EQUITY:
|
|
|
|
|
||||
Common stock; authorized: 30,000,000 shares of $0.05 par value; 10,592,450 and 10,631,992 shares issued and outstanding for 2019 and 2018, respectively
|
|
530
|
|
|
532
|
|
||
Additional paid-in capital
|
|
52,609
|
|
|
53,877
|
|
||
Retained earnings
|
|
164,405
|
|
|
147,242
|
|
||
Accumulated other comprehensive income
|
|
317
|
|
|
596
|
|
||
Total shareholders’ equity
|
|
217,861
|
|
|
202,247
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
385,599
|
|
|
$
|
390,991
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
March 31, 2019
|
|
April 1, 2018
|
|
April 2, 2017
|
||||||
Sales
|
|
$
|
556,326
|
|
|
$
|
504,169
|
|
|
$
|
483,593
|
|
Cost of sales
|
|
(460,390
|
)
|
|
(417,409
|
)
|
|
(385,520
|
)
|
|||
Gross profit
|
|
95,936
|
|
|
86,760
|
|
|
98,073
|
|
|||
Selling, general and administrative expenses
|
|
(59,118
|
)
|
|
(59,403
|
)
|
|
(59,381
|
)
|
|||
Goodwill impairment
|
|
—
|
|
|
(39,116
|
)
|
|
—
|
|
|||
Operating income (loss)
|
|
36,818
|
|
|
(11,759
|
)
|
|
38,692
|
|
|||
Interest expense, net
|
|
(3,361
|
)
|
|
(3,408
|
)
|
|
(2,644
|
)
|
|||
Other income
|
|
73
|
|
|
91
|
|
|
—
|
|
|||
Income (loss) before income taxes
|
|
33,530
|
|
|
(15,076
|
)
|
|
36,048
|
|
|||
Income tax (expense) benefit
|
|
(9,097
|
)
|
|
5,899
|
|
|
(13,493
|
)
|
|||
Net income (loss)
|
|
$
|
24,433
|
|
|
$
|
(9,177
|
)
|
|
$
|
22,555
|
|
|
|
|
|
|
|
|
||||||
Weighted average number of shares outstanding-basic
|
|
10,654,887
|
|
|
10,607,422
|
|
|
10,536,347
|
|
|||
Weighted average number of shares outstanding-diluted
|
|
10,726,176
|
|
|
10,643,719
|
|
|
10,596,110
|
|
|||
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share
|
|
$
|
2.29
|
|
|
$
|
(0.87
|
)
|
|
$
|
2.14
|
|
Diluted earnings (loss) per share
|
|
$
|
2.28
|
|
|
$
|
(0.86
|
)
|
|
$
|
2.13
|
|
|
|
|
|
|
|
|
||||||
Cash dividends declared per common share
|
|
$
|
0.68
|
|
|
$
|
0.88
|
|
|
$
|
0.84
|
|
|
Fiscal Year Ended
|
||||||||||
|
March 31, 2019
|
|
|
April 1, 2018
|
|
|
April 2, 2017
|
|
|||
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
24,433
|
|
|
$
|
(9,177
|
)
|
|
$
|
22,555
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Unrealized (loss) gain on interest rate swap
|
(280
|
)
|
|
296
|
|
|
301
|
|
|||
Unrealized gain on post-retirement liability
|
1
|
|
|
2
|
|
|
2
|
|
|||
Total other comprehensive (loss) income
|
(279
|
)
|
|
298
|
|
|
303
|
|
|||
Total comprehensive income (loss)
|
$
|
24,154
|
|
|
$
|
(8,879
|
)
|
|
$
|
22,858
|
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
Shareholders’
Equity
|
|||||||||||||
Shares
|
|
Amount
|
|
||||||||||||||||||||
BALANCE — April 3, 2016
|
|
10,512,471
|
|
|
$
|
526
|
|
|
$
|
48,189
|
|
|
$
|
152,265
|
|
|
$
|
(5
|
)
|
|
$
|
200,975
|
|
Cash dividends declared
|
|
|
|
|
|
|
|
(8,923
|
)
|
|
|
|
(8,923
|
)
|
|||||||||
Share-based compensation expense
|
|
|
|
|
|
2,127
|
|
|
|
|
|
|
2,127
|
|
|||||||||
Tax benefit on share-based compensation plans
|
|
|
|
|
|
131
|
|
|
|
|
|
|
131
|
|
|||||||||
Vesting of restricted stock
|
|
44,113
|
|
|
2
|
|
|
(2
|
)
|
|
|
|
|
|
—
|
|
|||||||
Shares surrendered for payroll taxes
|
|
(12,974
|
)
|
|
(1
|
)
|
|
(630
|
)
|
|
|
|
|
|
(631
|
)
|
|||||||
ESPP shares issued
|
|
38,986
|
|
|
2
|
|
|
1,289
|
|
|
|
|
|
|
1,291
|
|
|||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
303
|
|
|
303
|
|
|||||||||
Net income
|
|
|
|
|
|
|
|
22,555
|
|
|
|
|
22,555
|
|
|||||||||
BALANCE — April 2, 2017
|
|
10,582,596
|
|
|
$
|
529
|
|
|
$
|
51,104
|
|
|
$
|
165,897
|
|
|
$
|
298
|
|
|
$
|
217,828
|
|
Cash dividends declared
|
|
|
|
|
|
|
|
(9,400
|
)
|
|
|
|
(9,400
|
)
|
|||||||||
Share-based compensation expense
|
|
|
|
|
|
1,371
|
|
|
|
|
|
|
1,371
|
|
|||||||||
Vesting of restricted stock
|
|
8,092
|
|
|
1
|
|
|
(1
|
)
|
|
|
|
|
|
—
|
|
|||||||
ESPP shares issued
|
|
41,304
|
|
|
2
|
|
|
1,403
|
|
|
|
|
|
|
1,405
|
|
|||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
|
(78
|
)
|
|
298
|
|
|
220
|
|
|||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
(9,177
|
)
|
|
|
|
(9,177
|
)
|
||||||
BALANCE — April 1, 2018
|
|
10,631,992
|
|
|
$
|
532
|
|
|
$
|
53,877
|
|
|
$
|
147,242
|
|
|
$
|
596
|
|
|
$
|
202,247
|
|
Cash dividends declared
|
|
|
|
|
|
|
|
(7,270
|
)
|
|
|
|
(7,270
|
)
|
|||||||||
Share-based compensation expense
|
|
|
|
|
|
2,010
|
|
|
|
|
|
|
2,010
|
|
|||||||||
Vesting of restricted stock
|
|
33,051
|
|
|
2
|
|
|
(2
|
)
|
|
|
|
|
|
—
|
|
|||||||
Shares surrendered for payroll taxes
|
|
(8,105
|
)
|
|
(1
|
)
|
|
(265
|
)
|
|
|
|
|
|
(266
|
)
|
|||||||
ESPP shares issued
|
|
43,678
|
|
|
2
|
|
|
1,336
|
|
|
|
|
|
|
1,338
|
|
|||||||
Shares repurchased
|
|
(108,166
|
)
|
|
(5
|
)
|
|
(4,347
|
)
|
|
|
|
|
|
(4,352
|
)
|
|||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
(279
|
)
|
|
(279
|
)
|
||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
24,433
|
|
|
|
|
24,433
|
|
||||||
BALANCE — March 31, 2019
|
|
10,592,450
|
|
|
$
|
530
|
|
|
$
|
52,609
|
|
|
$
|
164,405
|
|
|
$
|
317
|
|
|
$
|
217,861
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
March 31, 2019
|
|
April 1, 2018
|
|
April 2, 2017
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
24,433
|
|
|
$
|
(9,177
|
)
|
|
$
|
22,555
|
|
Reconciliation to cash flows:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
21,756
|
|
|
22,390
|
|
|
20,875
|
|
|||
Amortization of debt issuance costs
|
|
122
|
|
|
136
|
|
|
136
|
|
|||
Gain on deferred compensation assets
|
|
(73
|
)
|
|
(92
|
)
|
|
—
|
|
|||
Goodwill impairment
|
|
—
|
|
|
39,116
|
|
|
—
|
|
|||
Deferred income taxes
|
|
(607
|
)
|
|
(14,757
|
)
|
|
(525
|
)
|
|||
Share-based compensation expense
|
|
2,010
|
|
|
1,371
|
|
|
2,127
|
|
|||
Loss (gain) from property disposals
|
|
415
|
|
|
(46
|
)
|
|
322
|
|
|||
Changes in operating accounts (using) providing cash:
|
|
|
|
|
|
|
||||||
Trade receivables
|
|
(487
|
)
|
|
(6,164
|
)
|
|
2,259
|
|
|||
Inventories
|
|
(746
|
)
|
|
(8,487
|
)
|
|
(3,529
|
)
|
|||
Accounts payable
|
|
(4,137
|
)
|
|
4,157
|
|
|
562
|
|
|||
Accrued liabilities
|
|
4,752
|
|
|
1,674
|
|
|
(416
|
)
|
|||
Income taxes
|
|
2,116
|
|
|
(1,711
|
)
|
|
569
|
|
|||
Other
|
|
(1,564
|
)
|
|
(1,061
|
)
|
|
(80
|
)
|
|||
Net cash provided by operating activities
|
|
47,990
|
|
|
27,349
|
|
|
44,855
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Additions to property, plant, and equipment
|
|
(12,618
|
)
|
|
(19,703
|
)
|
|
(21,616
|
)
|
|||
Proceeds from property disposals
|
|
275
|
|
|
364
|
|
|
324
|
|
|||
Acquisition
|
|
—
|
|
|
—
|
|
|
(2,199
|
)
|
|||
Net cash used in investing activities
|
|
(12,343
|
)
|
|
(19,339
|
)
|
|
(23,491
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Cash dividends paid
|
|
(11,975
|
)
|
|
(9,161
|
)
|
|
(8,683
|
)
|
|||
New shares issued
|
|
1,338
|
|
|
1,405
|
|
|
1,291
|
|
|||
Excess tax benefit from share-based compensation
|
|
—
|
|
|
—
|
|
|
131
|
|
|||
Shares surrendered for payroll taxes
|
|
(266
|
)
|
|
—
|
|
|
(631
|
)
|
|||
Shares repurchased
|
|
(4,352
|
)
|
|
—
|
|
|
—
|
|
|||
Payments for debt issuance costs
|
|
(183
|
)
|
|
—
|
|
|
—
|
|
|||
Payments on senior secured term loan
|
|
(85,000
|
)
|
|
(8,125
|
)
|
|
(5,625
|
)
|
|||
Payments on senior secured revolving credit facility
|
|
(24,000
|
)
|
|
(21,000
|
)
|
|
(21,000
|
)
|
|||
Proceeds from revolver borrowings
|
|
93,000
|
|
|
27,000
|
|
|
—
|
|
|||
Net cash used in financing activities
|
|
(31,438
|
)
|
|
(9,881
|
)
|
|
(34,517
|
)
|
|||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
4,209
|
|
|
(1,871
|
)
|
|
(13,153
|
)
|
|||
CASH AND CASH EQUIVALENTS - beginning of year
|
|
4,990
|
|
|
6,861
|
|
|
20,014
|
|
|||
CASH AND CASH EQUIVALENTS - end of year
|
|
$
|
9,199
|
|
|
$
|
4,990
|
|
|
$
|
6,861
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION-
|
|
|
|
|
|
|
||||||
Cash paid during the year for income taxes
|
|
$
|
7,589
|
|
|
$
|
10,232
|
|
|
$
|
13,421
|
|
Cash paid for interest
|
|
3,160
|
|
|
3,025
|
|
|
2,341
|
|
|||
Noncash investing activities - Capital expenditures in accounts payable
|
|
495
|
|
|
468
|
|
|
958
|
|
|
|
March 31, 2019
|
|
April 1, 2018
|
|
April 2, 2017
|
|||
Weighted average common shares outstanding — basic
|
|
10,654,887
|
|
|
10,607,422
|
|
|
10,536,347
|
|
Dilutive impact of stock performance units and restricted stock
|
|
71,289
|
|
|
36,297
|
|
|
59,763
|
|
Weighted average common shares outstanding — diluted
|
|
10,726,176
|
|
|
10,643,719
|
|
|
10,596,110
|
|
|
Fiscal Year Ended March 31, 2019:
|
||||||||||||||
(In thousands)
|
Industrial
|
|
Water
Treatment |
|
Health and
Nutrition |
|
Total
|
||||||||
Bulk / Distributed specialty products
(1)
|
$
|
61,231
|
|
|
$
|
21,774
|
|
|
$
|
109,067
|
|
|
$
|
192,072
|
|
Manufactured, blended or repackaged products
(2)
|
216,582
|
|
|
126,257
|
|
|
15,685
|
|
|
358,524
|
|
||||
Other
|
4,047
|
|
|
1,459
|
|
|
224
|
|
|
5,730
|
|
||||
Total external customer sales
|
$
|
281,860
|
|
|
$
|
149,490
|
|
|
$
|
124,976
|
|
|
$
|
556,326
|
|
(1)
|
For our Industrial and Water Treatment segments, this line includes our bulk products 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. For our Health and Nutrition segment, this line includes our non-manufactured distributed specialty products, which may be sold out of one of our facilities or direct shipped to our customers.
|
(2)
|
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.
|
|
|
|
Level 1:
|
|
Quoted prices in active markets for identical assets or liabilities.
|
Level 2:
|
|
Quoted prices in active markets for similar assets or liabilities, or quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable or can be corroborated by observable market data for the asset or liability.
|
Level 3:
|
|
Unobservable inputs for the asset or liability that are supported by little or no market activity. These fair values are determined using pricing models for which the assumptions utilize management’s estimates or market participant assumptions.
|
|
|
March 31, 2019
|
|
|||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||
Interest rate swap
|
|
—
|
|
|
$
|
435
|
|
|
—
|
|
|
|
Deferred compensation plan assets
|
|
$
|
2,637
|
|
|
—
|
|
|
—
|
|
|
|
|
April 1, 2018
|
|
||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||
Interest rate swap
|
|
—
|
|
|
$
|
819
|
|
|
—
|
|
|
Deferred compensation plan assets
|
|
1,392
|
|
|
—
|
|
|
—
|
|
|
|
|
2019
|
|
2018
|
||||
(In thousands)
|
|
|
|
|
||||
Inventory (FIFO basis)
|
|
$
|
65,526
|
|
|
$
|
65,322
|
|
LIFO reserve
|
|
(5,044
|
)
|
|
(5,586
|
)
|
||
Net inventory
|
|
$
|
60,482
|
|
|
$
|
59,736
|
|
(In thousands)
|
Industrial
|
Water Treatment
|
Health and Nutrition
|
Total
|
||||||||
Balance as of April 2, 2017
|
$
|
6,495
|
|
$
|
7,000
|
|
$
|
84,061
|
|
$
|
97,556
|
|
Impairment
|
—
|
|
—
|
|
(39,116
|
)
|
(39,116
|
)
|
||||
Balance as of April 1, 2018 and March 31, 2019
|
$
|
6,495
|
|
$
|
7,000
|
|
$
|
44,945
|
|
$
|
58,440
|
|
|
|
|
|
|
|
|
2019
|
||||||||||
|
|
Gross Amount
|
|
Accumulated
Amortization
|
|
Net carrying value
|
||||||
(In thousands)
|
|
|
|
|
|
|
||||||
Finite-life intangible assets:
|
|
|
|
|
|
|
||||||
Customer relationships
|
|
$
|
78,383
|
|
|
$
|
(16,910
|
)
|
|
$
|
61,473
|
|
Trademarks and trade names
|
|
6,045
|
|
|
(3,115
|
)
|
|
2,930
|
|
|||
Other finite-life intangible assets
|
|
3,648
|
|
|
(3,552
|
)
|
|
96
|
|
|||
Total finite-life intangible assets
|
|
88,076
|
|
|
(23,577
|
)
|
|
64,499
|
|
|||
Indefinite-life intangible assets
|
|
1,227
|
|
|
—
|
|
|
1,227
|
|
|||
Total intangible assets, net
|
|
$
|
89,303
|
|
|
$
|
(23,577
|
)
|
|
$
|
65,726
|
|
|
|
2018
|
||||||||||
|
|
Gross Amount
|
|
Accumulated
Amortization
|
|
Net carrying value
|
||||||
(In thousands)
|
|
|
|
|
|
|
||||||
Finite-life intangible assets:
|
|
|
|
|
|
|
||||||
Customer relationships
|
|
$
|
78,383
|
|
|
$
|
(12,419
|
)
|
|
$
|
65,964
|
|
Trademarks and trade names
|
|
6,045
|
|
|
(2,490
|
)
|
|
3,555
|
|
|||
Other finite-life intangible assets
|
|
3,648
|
|
|
(3,215
|
)
|
|
433
|
|
|||
Total finite-life intangible assets
|
|
88,076
|
|
|
(18,124
|
)
|
|
69,952
|
|
|||
Indefinite-life intangible assets
|
|
1,227
|
|
|
—
|
|
|
1,227
|
|
|||
Total intangible assets, net
|
|
$
|
89,303
|
|
|
$
|
(18,124
|
)
|
|
$
|
71,179
|
|
(In thousands)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
||||||||||
Estimated amortization expense
|
|
$
|
5,073
|
|
|
$
|
5,028
|
|
|
$
|
4,891
|
|
|
$
|
4,891
|
|
|
$
|
4,891
|
|
(In thousands)
|
|
March 31, 2019
|
|
April 1, 2018
|
||||
Senior secured term loan
|
|
$
|
—
|
|
|
$
|
85,000
|
|
Senior secured revolver
|
|
85,000
|
|
|
16,000
|
|
||
Total debt
|
|
85,000
|
|
|
101,000
|
|
||
Less: unamortized debt issuance costs
|
|
(435
|
)
|
|
(374
|
)
|
||
Total debt, net of debt issuance costs
|
|
84,565
|
|
|
100,626
|
|
||
Less: current portion of long-term debt, net of current unamortized debt issuance costs
|
|
(9,907
|
)
|
|
(9,864
|
)
|
||
Total long-term debt
|
|
$
|
74,658
|
|
|
$
|
90,762
|
|
|
|
Shares
|
|
Weighted-
Average Grant
Date Fair Value
|
|||
Outstanding at beginning of fiscal 2018
|
|
28,853
|
|
|
$
|
43.10
|
|
Granted
|
|
35,075
|
|
|
47.50
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Forfeited or expired
|
|
(12,785
|
)
|
|
46.02
|
|
|
Outstanding at end of fiscal 2018
|
|
51,143
|
|
|
$
|
45.39
|
|
Granted
|
|
7,818
|
|
|
31.35
|
|
|
Vested
|
|
(24,567
|
)
|
|
43.10
|
|
|
Forfeited or expired
|
|
(1,511
|
)
|
|
47.50
|
|
|
Outstanding at end of fiscal 2019
|
|
32,883
|
|
|
$
|
43.66
|
|
|
|
Shares
|
|
Weighted-
Average Grant
Date Fair Value
|
|||
Outstanding at beginning of fiscal 2018
|
|
8,092
|
|
|
$
|
43.24
|
|
Granted
|
|
8,484
|
|
|
41.25
|
|
|
Vested
|
|
(8,092
|
)
|
|
43.24
|
|
|
Forfeited or expired
|
|
—
|
|
|
—
|
|
|
Outstanding at end of fiscal 2018
|
|
8,484
|
|
|
$
|
41.25
|
|
Granted
|
|
8,352
|
|
|
35.90
|
|
|
Vested
|
|
(8,484
|
)
|
|
41.25
|
|
|
Forfeited or expired
|
|
—
|
|
|
—
|
|
|
Outstanding at end of fiscal 2019
|
|
8,352
|
|
|
$
|
35.90
|
|
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
|
||||||
Non-bargaining unit employee plans:
|
|
|
|
|
|
|
|
||||||
Profit sharing
|
|
$
|
899
|
|
|
$
|
779
|
|
|
$
|
741
|
|
|
401(k) matching contributions
|
|
2,390
|
|
|
2,143
|
|
|
1,996
|
|
|
|||
ESOP
|
|
899
|
|
|
779
|
|
|
741
|
|
|
|||
Nonqualified deferred compensation plan
|
|
1,246
|
|
|
1,258
|
|
|
1,383
|
|
|
|||
Bargaining unit employee plans
|
|
474
|
|
|
496
|
|
|
509
|
|
|
|||
ESPP - all employees
|
|
376
|
|
|
364
|
|
|
364
|
|
|
|||
Total contribution expense
|
|
$
|
6,284
|
|
|
$
|
5,819
|
|
|
$
|
5,734
|
|
|
(In thousands)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||
Minimum lease payment
|
|
$
|
2,198
|
|
|
$
|
1,783
|
|
|
$
|
1,407
|
|
|
$
|
1,352
|
|
|
$
|
1,183
|
|
|
$
|
5,473
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
(In thousands)
|
|
|
|
|
|
|
||||||
Minimum rentals
|
|
$
|
2,994
|
|
|
$
|
2,959
|
|
|
$
|
3,283
|
|
Contingent rentals
|
|
23
|
|
|
26
|
|
|
28
|
|
|||
Total rental expense
|
|
$
|
3,017
|
|
|
$
|
2,985
|
|
|
$
|
3,311
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
(In thousands)
|
|
|
|
|
|
|
||||||
Federal — current
|
|
$
|
6,956
|
|
|
$
|
7,024
|
|
|
$
|
11,472
|
|
State — current
|
|
2,748
|
|
|
1,834
|
|
|
2,546
|
|
|||
Total current
|
|
9,704
|
|
|
8,858
|
|
|
14,018
|
|
|||
|
|
|
|
|
|
|
||||||
Federal — deferred
|
|
(334
|
)
|
|
(14,393
|
)
|
|
(431
|
)
|
|||
State — deferred
|
|
(273
|
)
|
|
(364
|
)
|
|
(94
|
)
|
|||
Total deferred
|
|
(607
|
)
|
|
(14,757
|
)
|
|
(525
|
)
|
|||
Total provision
|
|
$
|
9,097
|
|
|
$
|
(5,899
|
)
|
|
$
|
13,493
|
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Statutory federal income tax
|
|
21.0
|
%
|
|
31.5
|
%
|
|
35.0
|
%
|
State income taxes, net of federal deduction
|
|
5.8
|
%
|
|
(8.3
|
)%
|
|
4.8
|
%
|
ESOP dividend deduction on allocated shares
|
|
(0.3
|
)%
|
|
1.4
|
%
|
|
(0.7
|
)%
|
Domestic production deduction
|
|
—
|
%
|
|
2.7
|
%
|
|
(1.5
|
)%
|
Goodwill impairment
|
|
—
|
%
|
|
(81.7
|
)%
|
|
—
|
%
|
Revaluation of net deferred tax liabilities
|
|
—
|
%
|
|
92.5
|
%
|
|
—
|
%
|
Other — net
|
|
0.6
|
%
|
|
1.0
|
%
|
|
(0.2
|
)%
|
Total
|
|
27.1
|
%
|
|
39.1
|
%
|
|
37.4
|
%
|
(In thousands)
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Trade receivables
|
|
$
|
167
|
|
|
$
|
254
|
|
Stock compensation accruals
|
|
654
|
|
|
593
|
|
||
Pension withdrawal liability
|
|
1,525
|
|
|
1,611
|
|
||
Other
|
|
1,853
|
|
|
1,619
|
|
||
Total deferred tax assets
|
|
$
|
4,199
|
|
|
$
|
4,077
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Inventories
|
|
$
|
(3,272
|
)
|
|
$
|
(3,047
|
)
|
Prepaid expenses
|
|
(764
|
)
|
|
(756
|
)
|
||
Excess of tax over book depreciation
|
|
(10,000
|
)
|
|
(9,811
|
)
|
||
Intangible assets
|
|
(16,718
|
)
|
|
(17,625
|
)
|
||
Unrealized gain on interest rate swap
|
|
(118
|
)
|
|
(221
|
)
|
||
Total deferred tax liabilities
|
|
$
|
(30,872
|
)
|
|
$
|
(31,460
|
)
|
Net deferred tax liabilities
|
|
$
|
(26,673
|
)
|
|
$
|
(27,383
|
)
|
Reportable Segments
|
|
Industrial
|
|
Water
Treatment
|
|
Health and Nutrition
|
|
Total
|
||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
||||||||
Fiscal Year Ended March 31, 2019:
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
$
|
281,860
|
|
|
$
|
149,490
|
|
|
$
|
124,976
|
|
|
$
|
556,326
|
|
Gross profit
|
|
34,900
|
|
|
37,986
|
|
|
23,050
|
|
|
95,936
|
|
||||
Selling, general, and administrative expenses
|
|
22,759
|
|
|
19,498
|
|
|
16,861
|
|
|
59,118
|
|
||||
Operating income
|
|
12,141
|
|
|
18,488
|
|
|
6,189
|
|
|
36,818
|
|
||||
Identifiable assets*
|
|
$
|
162,926
|
|
|
$
|
58,274
|
|
|
$
|
146,042
|
|
|
$
|
367,242
|
|
Capital expenditures
|
|
$
|
7,319
|
|
|
$
|
4,506
|
|
|
$
|
793
|
|
|
$
|
12,618
|
|
Fiscal Year Ended April 1, 2018:
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
$
|
247,374
|
|
|
$
|
138,465
|
|
|
$
|
118,330
|
|
|
$
|
504,169
|
|
Gross profit
|
|
29,619
|
|
|
36,268
|
|
|
20,873
|
|
|
86,760
|
|
||||
Selling, general, and administrative expenses
|
|
21,159
|
|
|
19,426
|
|
|
18,818
|
|
|
59,403
|
|
||||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
39,116
|
|
|
39,116
|
|
||||
Operating income (loss)
|
|
8,460
|
|
|
16,842
|
|
|
(37,061
|
)
|
|
(11,759
|
)
|
||||
Identifiable assets*
|
|
$
|
165,052
|
|
|
$
|
58,513
|
|
|
$
|
153,123
|
|
|
$
|
376,688
|
|
Capital expenditures
|
|
$
|
10,265
|
|
|
$
|
7,228
|
|
|
$
|
2,210
|
|
|
$
|
19,703
|
|
Fiscal Year Ended April 2, 2017:
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
$
|
238,555
|
|
|
$
|
128,954
|
|
|
$
|
116,084
|
|
|
$
|
483,593
|
|
Gross profit
|
|
38,886
|
|
|
35,962
|
|
|
23,225
|
|
|
98,073
|
|
||||
Selling, general, and administrative expenses
|
|
21,818
|
|
|
19,798
|
|
|
17,765
|
|
|
59,381
|
|
||||
Operating income
|
|
17,068
|
|
|
16,164
|
|
|
5,460
|
|
|
38,692
|
|
||||
Identifiable assets*
|
|
$
|
159,032
|
|
|
$
|
53,445
|
|
|
$
|
192,047
|
|
|
$
|
404,524
|
|
Capital expenditures
|
|
$
|
10,529
|
|
|
$
|
7,777
|
|
|
$
|
3,310
|
|
|
$
|
21,616
|
|
(In thousands, except per share data)
|
|
Fiscal 2019
|
||||||||||||||
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Sales
|
|
$
|
149,800
|
|
|
$
|
145,324
|
|
|
$
|
128,151
|
|
|
$
|
133,051
|
|
Gross profit
|
|
28,457
|
|
|
25,772
|
|
|
21,033
|
|
|
20,674
|
|
||||
Selling, general, and administrative expenses
|
|
14,979
|
|
|
14,941
|
|
|
14,312
|
|
|
14,886
|
|
||||
Operating income
|
|
13,478
|
|
|
10,831
|
|
|
6,721
|
|
|
5,788
|
|
||||
Net income
|
|
9,123
|
|
|
7,409
|
|
|
4,130
|
|
|
3,771
|
|
||||
Basic earnings per share
|
|
$
|
0.86
|
|
|
$
|
0.69
|
|
|
$
|
0.39
|
|
|
$
|
0.35
|
|
Diluted earnings per share
|
|
$
|
0.85
|
|
|
$
|
0.69
|
|
|
$
|
0.39
|
|
|
$
|
0.35
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Fiscal 2018
|
||||||||||||||
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Sales
|
|
$
|
133,731
|
|
|
$
|
125,395
|
|
|
$
|
118,053
|
|
|
$
|
126,990
|
|
Gross profit
|
|
25,999
|
|
|
24,115
|
|
|
18,840
|
|
|
17,806
|
|
||||
Selling, general, and administrative expenses
|
|
15,766
|
|
|
14,828
|
|
|
14,139
|
|
|
14,670
|
|
||||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,116
|
|
||||
Operating income (loss)
|
|
10,233
|
|
|
9,287
|
|
|
4,701
|
|
|
(35,980
|
)
|
||||
Net income (loss)
|
|
5,831
|
|
|
5,210
|
|
|
17,143
|
|
|
(37,361
|
)
|
||||
Basic earnings (loss) per share
|
|
$
|
0.55
|
|
|
$
|
0.49
|
|
|
$
|
1.62
|
|
|
$
|
(3.51
|
)
|
Diluted earnings (loss) per share
|
|
$
|
0.55
|
|
|
$
|
0.49
|
|
|
$
|
1.61
|
|
|
$
|
(3.50
|
)
|
Name
|
|
Age
|
|
Office
|
Patrick H. Hawkins
|
|
48
|
|
Chief Executive Officer and President
|
Jeffrey P. Oldenkamp
|
|
46
|
|
Vice President, Chief Financial Officer, and Treasurer
|
Richard G. Erstad
|
|
55
|
|
Vice President, General Counsel and Secretary
|
Drew M. Grahek
|
|
49
|
|
Vice President — Operations
|
Thomas J. Keller
|
|
59
|
|
Vice President — Water Treatment Group
|
Theresa R. Moran
|
|
56
|
|
Vice President — Purchasing, Logistics and Sales Support
|
Shirley A. Rozeboom
|
|
57
|
|
Vice President — Health and Nutrition
|
John R. Sevenich
|
|
61
|
|
Vice President — Industrial Group
|
Exhibit
|
|
|
Description
|
|
Method of Filing
|
|
|
|
|||
|
|
|
|
|
|
3.1
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||
3.2
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||
4.1
|
|
|
|
Filed Electronically
|
|
|
|
|
|||
10.1*
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||
10.2*
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||
10.3*
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||
10.4*
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||
10.5
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||
10.6
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
10.7
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||
10.80
|
|
|
|
Incorporated by Reference
|
|
21
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
23.1
|
|
|
|
Filed Electronically
|
|
|
|
|
|||
31.1
|
|
|
|
Filed Electronically
|
|
|
|
|
|||
31.2
|
|
|
|
Filed Electronically
|
|
|
|
|
|||
32.1
|
|
|
|
Filed Electronically
|
|
|
|
|
|||
32.2
|
|
|
|
Filed Electronically
|
|
|
|
|
|||
101
|
|
|
Financial statements from the Annual Report on Form 10-K of Hawkins, Inc. for the period ended March 31, 2019, filed with the SEC on May 23, 2019, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets at March 31, 2019 and April 1, 2018, (ii) the Consolidated Statements of Income for the fiscal years ended March 31, 2019, April 1, 2018, and April 2, 2017, (iii) the Consolidated Statements of Comprehensive Income for the fiscal years ended March 31, 2019, April 1, 2018, and April 2, 2017, (iv) the Consolidated Statements of Shareholders’ Equity for the fiscal years ended March 31, 2019, April 1, 2018, and April 2, 2017, (v) Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2019, April 1, 2018, and April 2, 2017, and (iv) Notes to Consolidated Financial Statements.
|
|
Filed Electronically
|
*
|
Management contract or compensation plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K.
|
(1)
|
Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010.
|
(2)
|
Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated October 28, 2009 and filed November 3, 2009.
|
(3)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed June 6, 2011 (file no. 333-174735).
|
(4)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010.
|
(5)
|
Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010.
|
(6)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 3, 2011.
|
(7)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 23, 2015
|
(8)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 23, 2015.
|
(9)
|
Incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed November 2, 2018 (File no. 333-228128).
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(10)
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Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 8-K filed December 3, 2018 (File no. 000-07647).
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(11)
|
Incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K filed May 31, 2018 (File no. 000-07647),
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HAWKINS, INC.
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Date:
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May 23, 2019
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By
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/s/ Patrick H. Hawkins
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Patrick H. Hawkins,
Chief Executive Officer and President
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/s/ Patrick H. Hawkins
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Date:
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May 23, 2019
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Patrick H. Hawkins, Chief Executive Officer and
President (Principal Executive Officer) and Director
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/s/ Jeffrey P. Oldenkamp
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Date:
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May 23, 2019
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Jeffrey P. Oldenkamp, Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer and Principal Accounting Officer)
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/s/ John S. McKeon
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Date:
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May 23, 2019
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John S. McKeon, Director, Chairman of the Board
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/s/ Daniel J. Stauber
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Date:
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May 23, 2019
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Daniel J. Stauber, Director
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/s/ Duane M. Jergenson
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Date:
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May 23, 2019
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Duane M. Jergenson, Director
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/s/ James A. Faulconbridge
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Date:
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May 23, 2019
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James A. Faulconbridge, Director
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/s/ James T. Thompson
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Date:
|
May 23, 2019
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James T. Thompson, Director
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/s/ Jeffrey L. Wright
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Date:
|
May 23, 2019
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Jeffrey L. Wright, Director
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/s/ Mary J. Schumacher
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Date:
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May 23, 2019
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Mary J. Schumacher, Director
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Additions
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|
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||||||||||||
Description
|
|
Balance at
Beginning
of Year
|
|
Charged to
Costs and
Expenses
|
|
Charged to
Other
Accounts
|
|
Deductions
Write-Offs
|
|
Balance at
End of Year
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Reserve deducted from asset to which it applies:
|
|
|
|
|
|
|
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|
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|
||||||||||
Fiscal Year Ended March 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
942
|
|
|
$
|
92
|
|
|
$
|
—
|
|
|
$
|
414
|
|
|
620
|
|
||
Fiscal Year Ended April 1, 2018:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
468
|
|
|
$
|
509
|
|
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
942
|
|
Fiscal Year Ended April 2, 2017:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
602
|
|
|
$
|
79
|
|
|
$
|
—
|
|
|
$
|
213
|
|
|
$
|
468
|
|
1.
|
I have reviewed this annual report on Form 10-K of Hawkins, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Patrick H. Hawkins
|
|
Patrick H. Hawkins
|
|
Chief Executive Officer and President
|
1.
|
I have reviewed this annual report on Form 10-K of Hawkins, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Jeffrey P. Oldenkamp
|
|
Jeffrey P. Oldenkamp
|
|
Vice President, Chief Financial Officer, and Treasurer
|
/s/ Patrick H. Hawkins
|
Patrick H. Hawkins
|
Chief Executive Officer and President
|
May 23, 2019
|
/s/ Jeffrey P. Oldenkamp
|
Jeffrey P. Oldenkamp
|
Vice President, Chief Financial Officer, and Treasurer
|
May 23, 2019
|