What changed in this filing

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Item 9A. Controls and Procedures

2022-05-18 compared with 2021-06-02 · 39 added, 36 removed, 175 unchanged (30% of the section changed)

13 unchanged sentences

Projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of March 28, 2021, based on the criteria described in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In making this assessment as of March 28, 2021, we have excluded the Louisiana water treatment operations acquired from C&L Aqua Professionals, Inc.

and LC Blending, Inc.

Management assessed the effectiveness of our internal control over financial reporting as of April 3, 2022, based on the criteria described in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In making this assessment as of April 3, 2022, we have excluded the Texas water treatment operations acquired from NAPCO Chemical Company, Inc.

on December 30, 2021.

The financial statements of this business comprise 3.5% of total assets and less than 1% of total revenues in our consolidated financial amounts as of and for the year ended March 28, 2021.

The financial statements of this business comprise less than 4% of total assets and less than 1% of total revenues in our consolidated financial amounts as of and for the year ended April 3, 2022.

We have excluded this business because we have not had sufficient time to make an assessment of its internal controls using the COSO criteria in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.

In excluding this business from our assessment, we have considered the “Frequently Asked Questions” as set forth by the office of the Chief Accountant and the Division of Corporate Finance on June 24, 2004, as revised on September 24, 2007, which acknowledges that it may not be possible to conduct an assessment of an acquired business’s internal control over financial reporting in the period between the consummation date and the date of management’s assessment and contemplates that such business would be excluded from management’s assessment in the year of acquisition.

Based on this assessment, management believes that our internal control over financial reporting was effective as of March 28, 2021.

Our independent registered public accounting firm has issued an attestation report on our internal control over financial reporting for March 28, 2021 which is included in the Report of Independent Registered Public Accounting Firm in Item 8 of this Annual Report on 10-K.

Based on this assessment, management believes that our internal control over financial reporting was effective as of April 3, 2022.

Our independent registered public accounting firm has issued an attestation report on our internal control over financial reporting for April 3, 2022 which is included in the Report of Independent Registered Public Accounting Firm in Item 8 of this Annual Report on 10-K.

Changes in Internal Control Procedures

1 unchanged sentence

OTHER INFORMATION

Certain information required by Part III is incorporated by reference from Hawkins’ definitive Proxy Statement for the Annual Meeting of Shareholders to be held on July 29, 2021 (the “2021 Proxy Statement”).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

Certain information required by Part III is incorporated by reference from Hawkins’ definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 3, 2022 (the “2022 Proxy Statement”).

Except for those portions specifically incorporated in this Form 10-K by reference to the 2022 Proxy Statement, no other portions of the 2022 Proxy Statement are deemed to be filed as part of this Form 10-K.

8 unchanged sentences

Lange 52 Vice President — Water Treatment Group

Mangine 64 Vice President — Industrial Group

Moran 59 Vice President — Purchasing, Logistics and Sales Support

Rozeboom 60 Vice President — Health and Nutrition

Sevenich 63 Vice President — Industrial Group

Hawkins has been our Chief Executive Officer and President and member of our board since 2011.

27 unchanged sentences

Lange served in various roles in the specialty adhesives market for a total of 21 years prior to joining the Company.

Mangine has been our Vice President - Industrial Group since 2021.

Mangine served as the Industrial Sales Manager from 2011 to 2021, after joining Hawkins in 2000 as an Account Manager.

Moran has been our Vice President - Purchasing, Logistics and Sales Support since June 2017.

4 unchanged sentences

Previously, she held the positions of Director of Sales at Stauber from 2008 to 2012 and Account Executive from 2000 to 2008.

Sevenich has been our Vice President - Industrial Group since 2000.

Sevenich was the Business Unit Manager of Manufacturing from 1998 to 2000 and was a Sales Representative with the Company from 1989 to 1998.

Sevenich has announced his intent to retire from all positions in June 2021.

The disclosure under the headings “Election of Directors,” “Corporate Governance,” and, if applicable, “Delinquent Section 16(a) Reports” of the 2022 Proxy Statement is incorporated herein by reference.

16 unchanged sentences

are filed as part of this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm.

Consolidated Balance Sheets at March 28, 2021 and March 29, 2020.

Consolidated Statements of Income for the fiscal years ended March 28, 2021, March 29, 2020 and March 31, 2019.

Consolidated Statements of Comprehensive Income for the fiscal years ended March 28, 2021, March 29, 2020 and March 31, 2019.

Consolidated Statements of Shareholders’ Equity for the fiscal years ended March 28, 2021, March 29, 2020, and March 31, 2019.

Consolidated Statements of Cash Flows for the fiscal years ended March 28, 2021, March 29, 2020, and March 31, 2019.

Reports of Independent Registered Public Accounting Firms.

Consolidated Balance Sheets at April 3, 2022 and March 28, 2021.

Consolidated Statements of Income for the fiscal years ended April 3, 2022, March 28, 2021 and March 29, 2020.

Consolidated Statements of Comprehensive Income for the fiscal years ended April 3, 2022, March 28, 2021 and March 29, 2020.

Consolidated Statements of Shareholders’ Equity for the fiscal years ended April 3, 2022, March 28, 2021, and March 29, 2020.

Consolidated Statements of Cash Flows for the fiscal years ended April 3, 2022, March 28, 2021, and March 29, 2020.

Notes to Consolidated Financial Statements.

12 unchanged sentences

4.1 Description of Securities.

Filed Electronically

Incorporated by Reference

10.1* Hawkins, Inc.

6 unchanged sentences

Incorporated by Reference

10.4 Amended and Restated Credit Agreement, dated as of November 30, 2018, among the Company, U.S.

10.4 Second Amended and Restated Credit Agreement, dated as of March 31, 2022, among the Company, U.S.

Bank National Association, and certain financial institutions.

6 unchanged sentences

10.7* Nine Year LTI with Shirley Rozeboom.

Filed Electronically

Incorporated by Reference

16.1 Correspondence from KPMG LLP dated February 11, 2020.

18 unchanged sentences

101 Financial statements from the Annual Report on Form 10-K of Hawkins, Inc.

for the period ended March 28, 2021, filed with the SEC on May 20, 2021, formatted in Inline Extensible Business Reporting Language (iXBRL):

(i) the Consolidated Balance Sheets at March 28, 2021 and March 29, 2020 (ii) the Consolidated Statements of Income for the fiscal years ended March 28, 2021, March 29, 2020, and March 31, 2019, (iii) the Consolidated Statements of Comprehensive Income for the fiscal years ended March 28, 2021, March 29, 2020, and March 31, 2019, (iv) the Consolidated Statements of Shareholders’ Equity for the fiscal years ended March 28, 2021, March 29, 2020, and March 31, 2019 (v) Consolidated Statements of Cash Flows for the fiscal years ended March 28, 2021, March 29, 2020, and March 31, 2019, and (iv) Notes to Consolidated Financial Statements.

for the period ended April 3, 2022, filed with the SEC on May 18, 2022, formatted in Inline Extensible Business Reporting Language (iXBRL):

(i) the Consolidated Balance Sheets at April 3, 2022 and March 28, 2021 (ii) the Consolidated Statements of Income for the fiscal years ended April 3, 2022, March 28, 2021, and March 29, 2020, (iii) the Consolidated Statements of Comprehensive Income for the fiscal years ended April 3, 2022, March 28, 2021, and March 29, 2020, (iv) the Consolidated Statements of Shareholders’ Equity for the fiscal years ended April 3, 2022, March 28, 2021, and March 29, 2020, (v) Consolidated Statements of Cash Flows for the fiscal years ended April 3, 2022, March 28, 2021, and March 29, 2020, and (iv) Notes to Consolidated Financial Statements.

Filed Electronically

1 unchanged sentence

* 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 3.2 to the Company’s Current Report on Form 8-K dated February 26, 2021 and filed March March 2, 2021.

(1) Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated February 26, 2021 and filed March 2, 2021.

(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 4.1 to the Company’s Annual Report on Form 10-K filed June 2,2021.

(4) Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed June 6, 2011.

4 unchanged sentences

(9) Incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed May 20,2020.

(10) Incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed June 2,2021.

(11) Incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K dated February 11, 2020.

7 unchanged sentences

/s/ Patrick H.

Hawkins June 2, 2021

Hawkins May 18, 2022

Hawkins Chief Executive Officer, President and Director

1 unchanged sentence

/s/ Jeffrey P.

Oldenkamp June 2, 2021

Oldenkamp May 18, 2022

Oldenkamp Executive Vice President and Chief Financial Officer

(principal financial officer and principal accounting officer)

* Director June 2, 2021

* Director May 18, 2022

Faulconbridge

* Director June 2, 2021

* Director May 18, 2022

Yi "Faith" Tang

* Director June 2, 2021

* Director May 18, 2022

Hawkins, by signing his name hereto, does hereby sign this document on behalf of each of the above-named directors of the registrant pursuant to Powers of Attorney duly executed by such persons.

3 unchanged sentences

VALUATION AND QUALIFYING ACCOUNTS

FOR THE FISCAL YEARS ENDED March 28, 2021, March 29, 2020 AND March 31, 2019

FOR THE FISCAL YEARS ENDED April 3, 2022, March 28, 2021 AND March 29, 2020

Description Balance at

5 unchanged sentences

Reserve deducted from asset to which it applies:

Fiscal Year Ended March 28, 2021:

Allowance for doubtful accounts $ 784 $ — $ — $ 287 $ 497

Fiscal Year Ended April 3, 2022:

Allowance for credit losses $ 497 $ — $ — $ ( 130 ) $ 367

Fiscal Year Ended March 28, 2021:

Allowance for doubtful accounts $ 620 $ 448 $ — $ 284 $ 784

Allowance for credit losses $ 784 $ — $ — $ ( 287 ) $ 497

Fiscal Year Ended March 29, 2020:

Allowance for doubtful accounts $ 942 $ 92 $ — $ 414 $ 620

Allowance for credit losses $ 620 $ 448 $ — $ ( 284 ) $ 784

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures