MINNESOTA | 41-0771293 | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) |
Large Accelerated Filer o | Accelerated Filer ý | Non-Accelerated Filer o | Smaller Reporting Company o |
CLASS | OUTSTANDING AT JULY 29, 2011 | |
Common Stock, par value $.05 per share | 10,366,935 |
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2
3
4
5
6
7
8
9
10
11
12
13
14
15
Table of Contents
Quarter Ended
(In thousands, except share and per-share data)
July 3, 2011
June 30, 2010
$
88,594
$
74,665
(70,667
)
(56,218
)
17,927
18,447
(7,857
)
(6,661
)
10,070
11,786
65
106
10,135
11,892
(3,782
)
(4,555
)
6,353
7,337
374
-
$
6,727
$
7,337
10,307,177
10,253,458
10,362,172
10,308,270
$
0.61
$
0.72
0.04
-
$
0.65
$
0.72
$
0.61
$
0.71
0.04
-
$
0.65
$
0.71
$
-
$
-
Table of Contents
Table of Contents
Quarter ended
July 3, 2011
June 30, 2010
10,307,177
10,253,458
and restricted stock
54,995
54,812
10,362,172
10,308,270
Table of Contents
Description
July 3,
(In thousands)
2011
Level 1
Level 2
Level 3
$
22,785
$
22,785
$
-
$
-
13,018
-
13,018
-
499
499
-
-
Description
April 3,
(In thousands)
2011
Level 1
Level 2
Level 3
$
18,485
$
18,485
$
-
$
-
18,461
-
18,461
-
455
455
-
-
July 3,
April 3,
2011
2011
(In thousands)
$
38,680
$
35,071
(6,149
)
(5,854
)
$
32,531
$
29,217
Table of Contents
July 3, 2011
Gross Carrying
Accumulated
Amount
Amortization
Net
(In thousands)
$
5,508
$
(499
)
$
5,009
1,240
(57
)
1,183
862
(440
)
422
800
(37
)
763
339
(293
)
46
8,749
(1,326
)
7,423
1,227
-
1,227
$
9,976
$
(1,326
)
$
8,650
April 3, 2011
Gross Carrying
Accumulated
Amount
Amortization
Net
(In thousands)
$
5,508
$
(423
)
$
5,085
1,240
(26
)
1,214
862
(413
)
449
800
(18
)
782
339
(285
)
54
8,749
(1,165
)
7,584
1,227
-
1,227
$
9,976
$
(1,165
)
$
8,811
Table of Contents
July 3,
April 3,
(In thousands)
2011
2011
$
(2
)
$
3
(148
)
(148
)
$
(150
)
$
(145
)
Outstanding
Exercisable
Weighted-
Weighted-
Average
Average
Exercise
Exercise
Shares
Price
Shares
Price
131,997
$
17.82
66,666
$
17.67
-
-
-
-
-
-
27,999
15.43
-
-
-
-
-
-
-
-
131,997
$
17.82
94,665
$
17.01
Weighted-
Average Grant
Shares
Date Fair Value
11,667
$
25.81
33,321
35.39
-
-
-
-
44,988
$
32.91
Table of Contents
Weighted-
Average Grant
Shares
Date Fair Value
6,996
$
30.00
-
-
-
-
-
-
6,996
$
30.00
Table of Contents
Quarter Ended
July 3,
June 30,
(In thousands, except share and per-share data)
2011
2010
$
88,594
$
83,178
6,727
7,712
$
0.65
$
0.75
0.65
0.75
10,307,177
10,253,458
10,362,172
10,308,270
Water
Reportable Segments
Industrial
Treatment
Total
(In thousands)
$
63,567
$
25,027
$
88,594
10,719
7,208
17,927
5,642
4,428
10,070
$
49,806
$
24,859
$
74,665
10,340
8,107
18,447
6,412
5,374
11,786
Table of Contents
ITEM 2.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Table of Contents
Quarter ended
July 3,
June 30,
2011
2010
100.0
%
100.0
%
(79.8
) %
(75.3
) %
20.2
%
24.7
%
(8.9
) %
(8.9
) %
11.3
%
15.8
%
0.1
%
0.1
%
11.4
%
15.9
%
(4.3
) %
(6.1
) %
7.1
%
9.8
%
0.4
%
-
%
7.5
%
9.8
%
Table of Contents
Investment income was $0.1 million for the period ended July 3, 2011 as well as the period ended
June 30, 2010.
Table of Contents
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4.
CONTROLS AND PROCEDURES
Table of Contents
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19
ITEM 1. LEGAL PROCEEDINGS
ITEM 1A. RISK FACTORS
Table of Contents
Director Nominee
For
Against
Abstain
5,904,798
1,804,159
7,029
7,683,670
26,068
6,248
6,543,933
1,146,513
25,540
7,530,062
160,350
25,574
7,507,085
183,989
24,912
7,531,638
158,038
26,310
6,706,117
984,051
25,818
For
Against
Abstain
Broker Non-Votes
7,549,941
135,843
30,202
For
Against
Abstain
Broker Non-Votes
7,272,896
172,310
270,780
1 Year
2 Year
3 Year
Abstain
3,915,417
99,874
3,298,009
402,686
Table of Contents
Exhibit
Description
Method of Filing
Amended and Restated Articles of
Incorporation. (1)
Incorporated by Reference
Amended and Restated By-Laws. (2)
Incorporated by Reference
Executive Severance Plan
Filed Electronically
Certification by Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange
Act.
Filed Electronically
Certification by Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange
Act.
Filed Electronically
Section 1350 Certification by Chief Executive Officer.
Filed Electronically
Section 1350 Certification by Chief Financial Officer.
Filed Electronically
Financial statements from the
Quarterly Report on Form 10-Q of Hawkins, Inc. for the period ended
July 3, 2011, filed with the SEC on August 4, 2011, formatted in
Extensible Business Reporting Language (XBRL); (i) the Condensed
Consolidated Balance Sheets at July 3, 2011 and April 3, 2011, (ii) the
Condensed Consolidated Statements of Income for the Quarter Ended
July 3, 2011 and June 30, 2010, (iii) the Condensed Consolidated
Statements of Cash Flows for the Quarter Ended July 3, 2011 and June
30, 2010, and (iv) Notes to Condensed Consolidated Financial
Statements.
Filed Electronically
(1)
Incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the period ended June 30,
2010, filed on July 29, 2010.
(2)
Incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K dated
October 28, 2009 and filed November 3, 2009.
HAWKINS, INC.
By
:
/s/ Kathleen P. Pepski
Kathleen P. Pepski
Vice President, Chief Financial Officer, and Treasurer
(On behalf of the Registrant and as principal financial officer)
Table of Contents
Exhibit
Description
Method of Filing
Amended and Restated Articles of
Incorporation. (1)
Incorporated by Reference
Amended and Restated By-Laws. (2)
Incorporated by Reference
Executive Severance Plan
Filed Electronically
Certification by Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange
Act.
Filed Electronically
Certification by Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange
Act.
Filed Electronically
Section 1350 Certification by Chief Executive Officer.
Filed Electronically
Section 1350 Certification by Chief Financial Officer.
Filed Electronically
Financial statements from the Quarterly Report on Form 10-Q of Hawkins, Inc. for the period ended July 3, 2011,
filed with the SEC on August 4, 2011, formatted in Extensible Business Reporting Language (XBRL);
(i) the Condensed Consolidated Balance Sheets at July 3, 2011 and April 3, 2011 (ii) the Condensed Consolidated Statements of Income for the Quarter Ended July 3, 2011 and June 30, 2010, (iii) the Condensed Consolidated Statements of Cash Flows for the Quarter Ended July 3, 2011 and
June 30, 2010, and (iv) Notes to Condensed Consolidated Financial Statements.
Filed Electronically
(1)
Incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the period ended June 30,
2010, filed on July 29, 2010.
(2)
Incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K dated
October 28, 2009 and filed November 3, 2009.
(a) | the Covered Executives willful and material failure or refusal during his or her employment to carry out any reasonable directive of the Board; | ||
(b) | any willful and material failure by the Covered Executive during his or her employment to comply with any material policy, rule or code of conduct generally applicable to employees of Hawkins or to management employees of Hawkins, which failure is materially and demonstratively injurious to the financial condition or business reputation of Hawkins; | ||
(c) | the Covered Executives embezzlement or misappropriation of funds of Hawkins or any other willful act or omission by the Covered Executive which is materially injurious to the financial condition or business reputation of Hawkins; or | ||
(d) | the Covered Executives conviction or confession of an act or acts constituting a felony under the |
laws of the United States or any state thereof related to the business of Hawkins or which is materially injurious to the financial condition or business reputation of Hawkins. |
(a) | the consummation of a Corporate Transaction unless, immediately following such Corporate Transaction, all or substantially all of the persons who were the Beneficial Owners of Voting Securities of Hawkins immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding Voting Securities (or comparable equity interests) of the surviving or acquiring entity (or its parent) resulting from such Corporate Transaction in substantially the same proportions as their ownership of Voting Securities of Hawkins immediately prior to such Corporate Transaction; or | ||
(b) | any person or group, other than (i) one or more Subsidiaries, or (ii) any employee benefit plan (or related trust) sponsored or maintained by Hawkins or any Affiliate, becomes the Beneficial Owner of equity securities of Hawkins representing more than 50% of the combined voting power of the then outstanding Voting Securities of Hawkins, except that (A) any acquisition of equity securities of Hawkins directly from Hawkins for the purpose of providing financing to Hawkins, any formation of a group consisting solely of Beneficial Owners of Voting Securities of Hawkins as of the Effective Date, or any repurchase or other acquisition by Hawkins of its equity securities that causes any person to become the beneficial owner of more than 50% of the combined voting power of the Voting Securities of Hawkins, will not be considered a Change in Control unless and until, in either case, such person acquires Beneficial Ownership of additional Voting Securities of Hawkins after the person initially became the Beneficial Owner of more than 50% of the combined voting power of the Voting Securities of Hawkins by one of the means described in this clause (A); and (B) a Change in Control will occur if a person or group becomes the Beneficial Owner of more than 50% of Voting Securities of Hawkins as the result of a Corporate Transaction only if the Corporate Transaction is itself a Change in Control pursuant to subsection (a) of this section; or | ||
(c) | individuals who are Continuing Directors cease for any reason to constitute a majority of the members of the Board. |
2
(a) | a material decrease in the Covered Executives base compensation; | ||
(b) | a material diminution in the Covered Executives authority, duties, or responsibilities; | ||
(c) | relocation of Covered Executives principal office more than 50 miles from its current location; or | ||
(d) | any other action or inaction that constitutes a material breach by Hawkins of any terms or conditions of any agreement between Hawkins and the Covered Executive, which breach has not been caused by the Covered Executive. |
3
(a) | The Covered Executive has first given written notice to Hawkins of the existence of a condition constituting Good Reason as described in Sec. 1.18 within 90 days of its first occurrence, and Hawkins has failed to remedy the condition within 30 days thereafter. | ||
(b) | The Termination of Employment occurs not later than the expiration of the two-year period following the initial existence of a condition constituting Good Reason as described in Sec. 1.18. |
4
(a) | Base Salary . Hawkins shall pay the Covered Executive his or her Base Salary for the Salary Continuation Period. Such Base Salary shall be paid in equal installments over the Salary Continuation Period in accordance with Hawkins standard payroll practices. Notwithstanding the foregoing, the following conditions and limitations on the payment of Base Salary shall apply: |
(i) | It is intended that all or a portion of the amounts payable during the six-month period following the Date of Termination will constitute separation pay due to involuntary separation from service under Treas. Reg. § 1.409A-1(b)(9)(iii). Accordingly, the amounts in excess of the Separation Pay Plan Amount that would otherwise have been payable during such six-month period shall be accumulated and paid (without interest) to the Covered Executive in a lump sum on the first day of the seventh month following the Date of Termination (subject to satisfaction of the conditions described in Sec. 2.3 by such date). | ||
(ii) | Any installment payment(s) of Base Salary that otherwise would have been paid during such six-month period to the Covered Executive pursuant to this subsection, but solely for the fact that the conditions described in Sec. 2.3 have not yet been satisfied, shall be accumulated and paid (without interest) to the Covered Executive in a lump sum upon the first regularly scheduled payroll date following the satisfaction of such conditions. |
(b) | Medical and Dental . Hawkins shall reimburse the Covered Executive for the amount of the employer portion of his or her premium payments for COBRA continuation coverage for medical and dental benefits for the Salary Continuation Period, or, if shorter, the 18-month period following the Date of Termination, if the Covered Executive qualifies for and elects that coverage for such period. Notwithstanding the foregoing, however, Hawkins obligation to make any payment or further payment pursuant to this subsection will cease on the date the Covered Executive becomes covered by another group health plan that does not impose pre-existing condition limitations on the Covered Executives coverage. Nothing in this subsection shall be construed to extend the period for which COBRA continuation coverage must be provided to the Covered Executive or the Covered Executives dependents beyond that mandated by law. Such payments are intended to be medical reimbursements exempt from Code § 409A pursuant to Treas. Reg. § 1.409A-1(b)(9)(v)(B). | ||
(c) | Outplacement Costs . Hawkins shall engage and pay on behalf of the Covered Executive, the reasonable costs of outplacement services for the twelve-month period following the Date of Termination. The payments under this subsection are intended to be exempt from Code § 409A pursuant to Treas. Reg. § 1.409A-1(b)(9)(v)(A). Accordingly, the costs of such outplacement services shall not be incurred beyond the last day of the second calendar year following the calendar year in which the Covered Executives Date of Termination falls, and Hawkins payment shall be made before the end of the third calendar year following the calendar year in which the Covered Executives Date of Termination for the Salary Continuation Period. |
5
(a) | The Covered Executive shall be entitled to the Severance Benefits described in Sec. 3.1, except that: |
(i) | for purposes of determining the Covered Executives Severance Benefits under this Sec. 3.2, the Salary Continuation Period shall be the Salary Continuation Period for a Termination Due to Change in Control described in Appendix A . | ||
(ii) | the amounts payable during the six-month period described in Sec. 3.1(a)(i) that constitute separation pay due to involuntary separation from service under Treas. Reg. § 1.409A-1(b)(9)(iii) shall be paid as soon as administratively practicable following the Date of Termination (subject to satisfaction of the conditions described in Sec. 2.3 by such date). | ||
(iii) | if the Change in Control constitutes a change in ownership of a corporation under Treas. Reg. § 1.409A-3(i)(5)(v), a change in the effective control of a corporation under Treas. Reg. § 1.409A-3(i)(5)(vi), or a change in the ownership of a substantial portion of a corporations assets as defined in Treas. Reg. § 1.409A-3(i)(5)(vii), the Base Salary installment payments that would otherwise be payable for the remainder of the Salary Continuation Period following the period described in Sec. 3.1(a)(i) shall instead be paid in a lump sum on the first day of the seventh month following the Date of Termination (subject to satisfaction of the conditions described in Sec. 2.3 by such date). |
(b) | The Covered Executive shall be entitled to the following additional Severance Benefits: |
(i) | Bonus . The Covered Executive shall be entitled to receive an amount equal to one-twelfth (1/12) of his or her Target Annual Bonus multiplied by the number of months in Salary Continuation Period for a Termination Due to a Change in Control described in Appendix A . Such payment shall be made in a lump sum as soon as administratively practicable after the expiration of all rescission period(s) described in Sec. 2.3, but in any event not later than two and half months following the end of the year in which the Date of Termination occurs. Such amount is intended to be a short-term deferral pursuant to Treas. Reg. § 1.409A-1(b)(4). | ||
(ii) | Profit Sharing Plan . The Covered Executive shall be entitled to receive an amount intended to provide a benefit equal to the additional benefit that the Executive would have received under the Profit Sharing Plan if such Covered Executive (x) had remained employed by Hawkins for the entire Salary Continuation Period and (y) had been entitled to Employer Contributions (as defined in the Profit Sharing Plan) under the Profit Sharing Plan for the Salary Continuation Period. | ||
The amount of such payment shall equal the additional Discretionary Employer Profit Sharing Contribution that the Covered Executive would have received for the Salary Continuation period if his/her Compensation had continued at the same rate as in effect immediately prior to his/her Termination of Employment and the rate of the Discretionary Employer Profit Sharing Contribution had been the same rate as in effect for the most recent Plan Year ending prior to the Termination of Employment, plus if, on the Date of Termination, the Profit Sharing Plan permits 401(k) Contributions, such Employer Matching Contributions the Covered Executive would have received for the Salary Continuation Period if he/she had made 401(k) Contributions at least at the rate that would have entitled him/her to the maximum Employer Matching Contributions |
6
permitted under the Plan. | |||
Such payment shall be made in a lump sum as soon as administratively practicable after the expiration of all rescission period(s) described in Sec. 2.3, but in any event not later than two and half months following the end of the year in which the Date of Termination occurs. Such amount is intended to be a short-term deferral pursuant to Treas. Reg. § 1.409A-1(b)(4). |
(a) | to make, enforce, amend or rescind such rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or proper for the efficient administration of the Plan; | ||
(b) | to interpret the Plan and its terms, with the Committees interpretations thereof to be final and conclusive on all persons claiming benefits under the Plan; | ||
(c) | to correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent it deems necessary or advisable; | ||
(d) | to decide all questions concerning the Plan and the eligibility of any person to participate in, and to receive benefits provided under, the Plan; | ||
(e) | to authorize the payment of benefits; and | ||
(f) | to appoint such agents, counsel, accountants, consultants, and actuaries as may be required to assist in administering the Plan. |
7
(a) | Excise Tax Adjustment to Severance Benefits . Notwithstanding any other provisions of this Plan, in the event that any payment or benefit received or to be received by a Covered Executive, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement (all such payments and benefits, including the Severance Benefits, being hereinafter referred to as the Total Payments) would be subject (in whole or part), to an excise tax under Code § 4999 (the |
8
Excise Tax), then, after taking into account any reduction in the Total Payments provided by reason of Code § 280G in such other plan, arrangement or agreement, the payments under this Plan that do not constitute deferred compensation within the meaning of Code § 409A shall first be reduced, and all other payments that do constitute deferred compensation within the meaning of Code § 409A shall thereafter be reduced (beginning with those payments last to be paid), to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax, but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Covered Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). In no event shall the Covered Executive have the discretion to determine the order in which payments under this Plan shall be reduced in accordance with the preceding sentence. | |||
(b) | Excise Tax Determination . For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Covered Executive shall have waived at such time and in such manner as not to constitute a payment within the meaning of Code § 280G(b) of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel (Tax Counsel) reasonably acceptable to the Covered Executive and selected by the accounting firm (the Auditor) which was, immediately prior to the Change in Control, Hawkins independent auditor, does not constitute a parachute payment within the meaning of Code § 280G(b)(2) (including by reason of Code § 280G(b)(4)(A)) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Code § 280G(b)(4)(B), in excess of the Base Amount allocable to such reasonable compensation, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Code §§ 280G(d)(3) and (4). For purposes of this Sec. 6.3, (i) the Covered Executive shall be deemed to pay federal income tax at the highest marginal rate of federal income taxation in the calendar year in which the applicable Total Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Covered Executives residence in the calendar year in which the applicable Total Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes and (ii) except to the extent that the Covered Executive otherwise notifies Hawkins, the Covered Executive shall be deemed to be subject to the loss of itemized deductions and personal exemptions to the maximum extent provided by the Code for each dollar of incremental income. | ||
(c) | Payments Calculation Notice . At the time that payments are made under this Plan, Hawkins shall provide the Covered Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice Hawkins has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). If the Covered Executive objects to Hawkins calculations, Hawkins shall pay to the Covered Executive such portion of the Severance Payments (up to 100% thereof) as the Covered Executive determines is necessary to result in the proper application of subsection (a) of this Sec. 6.3. |
9
10
11
1. |
I have reviewed this quarterly report on Form 10-Q 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 registrants 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 Rules
13a-15(f) and 15d-15(f)) for the registrant and we 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 the
financial statements for external purposes in accordance with generally accepted accounting
principles;
|
||
c) |
evaluated the effectiveness of the registrants 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 registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrants internal control over financial reporting.
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants 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 registrants
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 registrants internal control over financial reporting.
|
1. |
I have reviewed this quarterly report on Form 10-Q 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 registrants 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 Rules 13a-15(f) and 15d-15(f)) for the registrant and we 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 the
financial statements for external purposes in accordance with generally accepted accounting
principles;
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c) |
evaluated the effectiveness of the registrants 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
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d) |
disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrants internal control over financial reporting.
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5. |
The registrants other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of the registrants board of directors (or persons
performing the equivalent functions):
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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 registrants
ability to record, process, summarize and report financial information; and
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b) |
any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal control over financial reporting.
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