HAWKINS INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID: 248 ) 23 Report of Independent Registered Public Accounting Firm (PCAOB ID: 185 ) 25 Consolidated Balance Sheets 26 Consolidated Statements of Income 27 Consolidated Statements of Comprehensive Income 28 Consolidated Statements of Shareholders’ Equity 29 Consolidated Statements of Cash Flows 30 Notes to Consolidated Financial Statements 31 22 Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders Hawkins, Inc. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Hawkins, Inc. (a Minnesota corporation) and subsidiaries (the “Company”) as of April 3, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 3, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended April 3, 2022, and our report dated May 18, 2022 expressed an unqualified opinion on those financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting (“Management’s Report”). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of NAPCO Chemical Company, Inc. (“NAPCO”), a wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting less than 4% and less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended April 3, 2022. As indicated in Management’s Report, NAPCO was acquired during fiscal 2022. Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of NAPCO. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP Minneapolis, Minnesota May 18, 2022 23 Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders Hawkins, Inc. Opinion on the financial statement s We have audited the accompanying consolidated balance sheets of Hawkins, Inc. (a Minnesota corporation) and subsidiaries (the “Company”) as of April 3, 2022 and March 28, 2021 and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for the years then ended, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 3, 2022 and March 28, 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of April 3, 2022 based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated May 18, 2022 expressed an unqualified opinion. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2021. Minneapolis, Minnesota May 18, 2022 24 Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders Hawkins, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows of Hawkins, Inc. and subsidiaries (the Company) for the year ended March 29, 2020 and the related notes and financial statement schedule II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations of the Company and its cash flows for the year ended March 29, 2020, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ KPMG LLP We served as the Company’s auditor from 2009 to 2020. Minneapolis, Minnesota May 20, 2020, except as to the stock split and par value adjustments as described in Note 1, which are as of June 2, 2021 25 HAWKINS, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per-share data) April 3, 2022 March 28, 2021 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 3,496 $ 2,998 Trade accounts receivables, net 122,826 90,603 Inventories 94,985 63,864 Prepaid expenses and other current assets 6,431 5,542 Total current assets 227,738 163,007 PROPERTY, PLANT, AND EQUIPMENT: Land 16,640 15,235 Buildings and improvements 118,369 120,410 Machinery and equipment 114,763 109,353 Transportation equipment 43,968 37,646 Office furniture and equipment 10,315 17,760 304,055 300,404 Less accumulated depreciation 142,209 155,792 Net property, plant, and equipment 161,846 144,612 OTHER ASSETS: Right-of-use assets 10,606 11,630 Goodwill 77,401 70,720 Intangible assets, net 80,193 76,368 Deferred compensation plan asset 6,783 5,726 Other 2,761 487 Total other assets 177,744 164,931 Total assets $ 567,328 $ 472,550 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable — trade $ 66,693 $ 37,313 Accrued payroll and employee benefits 19,034 18,048 Current portion of long-term debt 9,913 9,907 Short-term lease liability 1,657 1,587 Container deposits 1,558 1,452 Other current liabilities 2,611 2,155 Total current liabilities 101,466 70,462 LONG-TERM DEBT, LESS CURRENT PORTION 115,644 88,845 LONG-TERM LEASE LIABILITY 9,143 10,231 PENSION WITHDRAWAL LIABILITY 4,276 4,631 DEFERRED INCOME TAXES 23,422 24,445 DEFERRED COMPENSATION LIABILITY 8,402 7,322 OTHER LONG-TERM LIABILITIES 2,374 1,368 Total liabilities 264,727 207,304 COMMITMENTS AND CONTINGENCIES (Note 13) SHAREHOLDERS’ EQUITY: Common shares; authorized: 60,000,000 shares of $ 0.01 par value; 20,889,777 and 20,969,746 shares issued and outstanding for 2022 and 2021, respectively 209 210 Additional paid-in capital 46,717 51,138 Retained earnings 254,384 213,898 Accumulated other comprehensive income 1,291 — Total shareholders’ equity 302,601 265,246 Total liabilities and shareholders’ equity $ 567,328 $ 472,550 See accompanying notes to consolidated financial statements. 26 HAWKINS, INC. CONSOLIDATED STATEMENTS OF INCOME (In thousands, except share and per-share data) Fiscal Year Ended April 03, 2022 March 28, 2021 March 29, 2020 Sales $ 774,541 $ 596,871 $ 540,198 Cost of sales ( 628,021 ) ( 473,109 ) ( 439,281 ) Gross profit 146,520 123,762 100,917 Selling, general and administrative expenses ( 75,326 ) ( 67,884 ) ( 59,246 ) Operating income 71,194 55,878 41,671 Interest expense, net ( 1,404 ) ( 1,467 ) ( 2,511 ) Other income (expense) 189 1,440 ( 204 ) Income before income taxes 69,979 55,851 38,956 Income tax expense ( 18,437 ) ( 14,871 ) ( 10,589 ) Net income $ 51,542 $ 40,980 $ 28,367 Weighted average number of shares outstanding-basic 20,947,234 21,024,344 21,159,978 Weighted average number of shares outstanding-diluted 21,135,258 21,260,296 21,308,800 Basic earnings per share $ 2.46 $ 1.95 $ 1.34 Diluted earnings per share $ 2.44 $ 1.93 $ 1.33 Cash dividends declared per common share $ 0.52250 $ 0.47125 $ 0.46125 See accompanying notes to consolidated financial statements. 27 HAWKINS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Fiscal Year Ended April 3, 2022 March 28, 2021 March 29, 2020 Net income $ 51,542 $ 40,980 $ 28,367 Other comprehensive income, net of tax: Unrealized gain (loss) on interest rate swap 1,291 79 ( 396 ) Total other comprehensive income (loss) 1,291 79 ( 396 ) Total comprehensive income $ 52,833 $ 41,059 $ 27,971 See accompanying notes to consolidated financial statements. 28 HAWKINS, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In thousands, except share data) Common Shares Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity Shares Amount BALANCE — March 31, 2019 21,184,900 $ 212 $ 52,927 $ 164,405 $ 317 $ 217,861 Cash dividends declared — — — ( 9,825 ) — ( 9,825 ) Share-based compensation expense — — 2,273 — — 2,273 Vesting of restricted stock 71,944 — — — — — Shares surrendered for payroll taxes ( 18,320 ) — ( 343 ) — — ( 343 ) ESPP shares issued 77,100 1 1,399 — — 1,400 Shares repurchased ( 291,166 ) ( 2 ) ( 5,851 ) — — ( 5,853 ) Other comprehensive loss, net of tax — — — — ( 396 ) ( 396 ) Net Income — — — 28,367 — 28,367 BALANCE — March 29, 2020 21,024,458 $ 211 $ 50,405 $ 182,947 $ ( 79 ) $ 233,484 Cash dividends declared and paid — — — ( 10,029 ) — ( 10,029 ) Share-based compensation expense — — 3,343 — — 3,343 Vesting of restricted stock 26,542 — — — — — Shares surrendered for payroll taxes ( 3,314 ) — ( 54 ) — — ( 54 ) ESPP shares issued 88,148 1 1,582 — — 1,583 Shares repurchased ( 166,088 ) ( 2 ) ( 4,138 ) — — ( 4,140 ) Other comprehensive loss, net of tax — — — — 79 79 Net income — — — 40,980 — 40,980 BALANCE — March 28, 2021 20,969,746 $ 210 $ 51,138 $ 213,898 $ — $ 265,246 Cash dividends declared and paid — — — ( 11,056 ) — ( 11,056 ) Share-based compensation expense — — 3,818 — — 3,818 Vesting of restricted stock 134,230 1 ( 1 ) — — — Shares surrendered for payroll taxes ( 45,390 ) — ( 1,467 ) — — ( 1,467 ) ESPP shares issued 71,692 — 1,772 — — 1,772 Shares repurchased ( 240,501 ) ( 2 ) ( 8,543 ) — — ( 8,545 ) Other comprehensive income, net of tax — — — — 1,291 1,291 Net income — — — 51,542 — 51,542 BALANCE — April 3, 2022 20,889,777 $ 209 $ 46,717 $ 254,384 $ 1,291 $ 302,601 See accompanying notes to consolidated financial statements. 29 HAWKINS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Fiscal Year Ended April 3, 2022 March 28, 2021 March 29, 2020 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 51,542 $ 40,980 $ 28,367 Reconciliation to cash flows provided by operating activities: Depreciation and amortization 24,129 22,669 21,584 Operating leases 1,899 1,896 2,033 (Gain) loss on deferred compensation assets ( 189 ) ( 1,440 ) 233 Deferred income taxes ( 1,501 ) ( 689 ) ( 1,421 ) Stock compensation expense 3,818 3,343 2,273 Other 545 203 656 Changes in operating accounts (using) providing cash, net of acquisitions: Trade receivables ( 30,526 ) ( 21,323 ) ( 3,387 ) Inventories ( 30,034 ) ( 7,960 ) 6,045 Accounts payable 25,138 2,551 4,228 Accrued liabilities 2,723 7,554 663 Lease liabilities ( 1,907 ) ( 1,837 ) ( 2,025 ) Income taxes 214 ( 235 ) 586 Other ( 3,014 ) ( 1,919 ) ( 933 ) Net cash provided by operating activities 42,837 43,793 58,902 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property, plant, and equipment ( 28,512 ) ( 20,794 ) ( 24,549 ) Acquisitions ( 21,546 ) ( 51,000 ) — Other 302 362 346 Net cash used in investing activities ( 49,756 ) ( 71,432 ) ( 24,203 ) CASH FLOWS FROM FINANCING ACTIVITIES: Cash dividends paid ( 11,056 ) ( 10,029 ) ( 9,825 ) New shares issued 1,772 1,583 1,400 Shares surrendered for payroll taxes ( 1,467 ) ( 54 ) ( 343 ) Shares repurchased ( 8,545 ) ( 4,140 ) ( 5,853 ) Payments for debt issuance costs ( 287 ) — — Payments on senior secured revolving loan ( 15,000 ) ( 37,000 ) ( 44,000 ) Borrowings on senior secured revolving loan 42,000 76,000 19,000 Net cash provided by (used in) financing activities 7,417 26,360 ( 39,621 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 498 ( 1,279 ) ( 4,922 ) CASH AND CASH EQUIVALENTS - beginning of year 2,998 4,277 9,199 CASH AND CASH EQUIVALENTS - end of year $ 3,496 $ 2,998 $ 4,277 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION- Cash paid during the year for income taxes $ 19,726 $ 15,783 $ 11,415 Cash paid for interest 1,197 1,288 2,413 Noncash investing activities - Capital expenditures in accounts payable 3,733 626 1,041 See accompanying notes to consolidated financial statements. 30 HAWKINS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Nature of Business and Significant Accounting Policies Nature of Business - We have three reportable segments: Industrial, Water Treatment and Health and Nutrition. The Industrial Group specializes in providing industrial chemicals, products and services to industries such as agriculture, chemical processing, electronics, energy, food, pharmaceutical and plating. This group also manufactures and sells certain food-grade products, including liquid phosphates, lactates and other blended products. The Water Treatment Group specializes in providing chemicals, products, equipment, services and solutions for potable water, municipal and industrial wastewater, industrial process water and non-residential swimming pool water. This group has the resources and flexibility to treat systems ranging in size from a single small well to a multi-million-gallon-per-day facility. Our Health and Nutrition Group specializes in providing ingredient distribution, processing and formulation solutions to manufacturers of nutraceutical, functional food and beverage, personal care, dietary supplement and other nutritional food, health and wellness products. This group offers a diverse product portfolio including minerals, botanicals and herbs, vitamins and amino acids, excipients, joint products, sweeteners and enzymes. Fiscal Year - Our fiscal year is a 52 or 53-week year ending on the Sunday closest to March 31. Our fiscal 2022 was 53 weeks and our fiscal 2021 fiscal 2020 were both 52 weeks. Fiscal 2023 will be 52 weeks. Principles of Consolidation - The consolidated financial statements include the accounts of Hawkins, Inc. and its wholly-owned subsidiaries. All intercompany transactions and accounts have been eliminated. Estimates - The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, particularly receivables, inventories, property, plant and equipment, right-of-use assets, goodwill, intangibles, accrued expenses, short-term and long-term lease liability, income taxes and related accounts and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition - Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products. Revenue is recognized when we satisfy our performance obligations under the contract. We recognize revenue upon transfer of control of the promised products to the customer, with revenue recognized at the point in time the customer obtains control of the products. Net sales include products and shipping charges, net of estimates for product returns and any related sales rebates. We estimate product returns based on historical return rates. Using probability assessments, we estimate sales rebates expected to be paid over the term of the contract. The majority of our contracts have a single performance obligation and are short term in nature. Sales taxes that are collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales. We offer certain customers cash discounts and volume rebates as sales incentives. The discounts and volume rebates are recorded as a reduction in sales at the time revenue is recognized in an amount estimated based on historical experience and contractual obligations. Shipping and Handling - All shipping and handling amounts billed to customers are included in revenues. Costs incurred related to the shipping and the handling of products are included in cost of sales. 31 HAWKINS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Fair Value Measurements - The financial assets and liabilities that are re-measured and reported at fair value for each reporting period are an interest rate swap and marketable securities. There are no fair value measurements with respect to nonfinancial assets or liabilities that are recognized or disclosed at fair value in our consolidated financial statements on a recurring basis. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date: Level 1: Valuation is based on quoted prices in active markets for identical assets or liabilities. Level 2: Valuation is based on 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: Valuation is based upon 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. In making fair value measurements, observable market data must be used when available. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Cash Equivalents - Cash equivalents include all liquid debt instruments (primarily cash funds and money market accounts) purchased with an original maturity of three months or less. The cash balances, maintained at large commercial banking institutions with strong credit ratings, may, at times, exceed federally insured limits. Trade Receivables and Concentrations of Credit Risk - Financial instruments, which potentially subject us to a concentration of credit risk, principally consist of trade receivables. We sell our principal products to a large number of customers in many different industries. As of April 3, 2022, we had a significant concentration of credit risk, with a single customer representing approximately 13% of our total trade receivables. There are no other concentrations of credit risk with other single customers from a particular service or geographic area that would significantly impact us in the near term. To reduce credit risk, we routinely assess the financial strength of our customers. Receivables are reported net of an allowance for credit losses as determined by management at the end of each reporting period. Our receivable allowance in based on an estimate of expected credit losses, with the estimate based on a number of qualitative and quantitative factors that, based on collection experience, may have an impact on repayment risk and ability to collect. Inventories - Inventories, consisting primarily of finished goods, are primarily valued at the lower of cost or net realizable value, with cost for approximately 73 % of our inventory determined using the last-in, first-out (“LIFO”) method. Cost for the other 27 % of our total inventory is determined using the first-in, first-out (“FIFO”) method. Leases - We determine if an arrangement is a lease at inception. Right-of-use ("ROU") assets include operating leases. Lease liabilities for operating leases are classified in "short-term lease liabilities" and "long-term lease liabilities" in our consolidated balance sheet. ROU assets and related liabilities are recognized at commencement date based on the present value of the lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease and non-lease components are generally accounted for separately for real estate leases. For non-real estate leases, we account for the lease and non-lease components as a single lease component. 32 HAWKINS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Property, Plant and Equipment - Property is stated at cost and depreciated or amortized over the lives of the assets, using the straight-line method. Estimated lives are: 10 to 40 years for buildings and improvements; 3 to 20 years for machinery and equipment; and 3 to 10 years for transportation equipment and office furniture and equipment including computer systems. Leasehold improvements are amortized over the lesser of their estimated useful lives or the remaining lease term. Depreciation and amortization expense is recorded in our Consolidated Statement of Income within cost of goods sold and selling, general and administrative expense, depending on the use of the underlying asset. We recorded depreciation expense of $ 17.7 million for fiscal 2022, $ 16.8 million for fiscal 2021 and $ 16.5 million for fiscal 2020. Significant improvements that add to productive capacity or extend the lives of properties are capitalized. Costs for repairs and maintenance are charged to expense as incurred. When property is retired or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed from the accounts and any related gains or losses are included in income. We review the recoverability of long-lived assets to be held and used, such as property, plant and equipment, when events or changes in circumstances occur that indicate the carrying value of the asset group may not be recoverable, such as prolonged industry downturn or significant reductions in projected future cash flows. The assessment of possible impairment is based on our ability to recover the carrying value of the asset group from the expected future pre-tax cash flows (undiscounted) of the related asset group. If these cash flows are less than the carrying value of such asset group, an impairment loss would be measured by the amount the carrying value exceeds the fair value of the long-lived asset group. The measurement of impairment requires us to estimate future cash flows and the fair value of long-lived assets. We did not incur any asset write-off charge in fiscal 2022 related to the impairment of long-lived assets. Asset write-off charges were $ 0.2 million during fiscal 2021 and $ 0.6 million during fiscal 2020. Goodwill and Identifiable Intangible Assets - Goodwill represents the excess of the cost of acquired businesses over the fair value of identifiable tangible net assets and identifiable intangible assets purchased. Goodwill is tested at least annually for impairment, and is tested for impairment more frequently if events or changes in circumstances indicate that the asset might be impaired. Our annual test for impairment is as of the first day of our fourth fiscal quarter. As of December 27, 2021, we performed an analysis of qualitative factors for our Industrial, Water Treatment and Health and Nutrition reporting units to determine whether it is more likely than not that the fair value of either of these reporting units was less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test. Based on management’s analysis of qualitative factors, we determined that it was not necessary to perform a quantitative goodwill impairment test for any of these reporting units. Goodwill impairment assessments were also completed in the fourth quarters of fiscal 2021 and 2020 and similarly, we did not record a goodwill impairment charge. Our primary identifiable intangible assets include customer lists, trade secrets, non-competition agreements, trademarks and trade names acquired in previous business acquisitions. Identifiable intangible assets with finite lives are amortized whereas identifiable intangible assets with indefinite lives are not amortized. The values assigned to the intangible assets with finite lives are being amortized on average over a remaining useful life of approximately 12 years. Identifiable intangible assets that are subject to amortization are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. No such events or changes in circumstances occurred during fiscal 2022, 2021 or 2020. Identifiable intangible assets not subject to amortization are tested for impairment annually or more frequently if events warrant. The impairment test consists of a qualitative assessment to determine whether it is more likely than not that the asset is impaired. Based on management’s analysis of qualitative factors, we determined that it was not necessary to perform an annual quantitative impairment test for fiscal 2022, 2021 or 2020. 33 HAWKINS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Income Taxes - We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income tax expense in the period that includes the enactment date. The deferred tax assets and liabilities are analyzed regularly, and management assesses the likelihood that deferred tax assets will be recovered from future taxable income. We record any interest and penalties related to income taxes as income tax expense in the consolidated statements of income. We recognize the effect of income tax positions only if those positions are more-likely-than-not to be sustained. Recognized income tax positions are measured at the largest amount of tax with a greater than 50 percent likelihood of being realized upon ultimate settlement with the related tax authority. Changes in recognition or measurement are reflected in the period in which the facts and circumstances change. Stock-Based Compensation - We account for stock-based compensation on a fair value basis. The estimated grant date fair value of each stock-based award is recognized in expense over the requisite service period (generally the vesting period). Non-vested share awards are recorded as expense over the requisite service periods based on the stock price on the date of grant. Earnings Per Share - Basic earnings per share (“EPS”) are computed by dividing net income by the weighted-average number of common shares outstanding. Diluted EPS are computed by dividing net income by the weighted-average number of common shares outstanding including the incremental shares assumed to be issued as performance units and restricted stock. Basic and diluted EPS were calculated using the following: April 03, 2022 March 28, 2021 March 29, 2020 Weighted average common shares outstanding — basic 20,947,234 21,024,344 21,159,978 Dilutive impact of stock performance units and restricted stock 188,024 235,952 148,822 Weighted average common shares outstanding — diluted 21,135,258 21,260,296 21,308,800 There were no shares or stock options excluded from the calculation of weighted average common shares for diluted EPS for fiscal 2022, 2021 or 2020. Stock Split - In fiscal 2021, we effected a two-for-one stock split of our common stock and adjusted the par value of our common stock to $.01 par value. Our consolidated financial statements, related notes, and other financial data contained in this report have been adjusted to give retroactive effect to the stock split for all periods presented. Derivative Instruments and Hedging Activities - We are subject to interest rate risk associated with our variable rate debt. We have in place an interest rate swap agreement which has been designated as a cash flow hedge, the purpose of which is to eliminate the cash flow impact of interest rate changes on a portion of our variable-rate debt. The interest rate swap is measured at fair value on the contract date and is subsequently remeasured to fair value at each reporting date. Changes in the fair value of a derivative that is highly effective, and that is designated and qualifies as a cash flow hedge, are recorded in other comprehensive income, until the consolidated statement of income is affected by the variability in cash flows of the designated hedged item. To the extent that the hedge is ineffective, changes in the fair value are recognized in the Statement of Income. Recently Issued Accounting Pronouncements We do not expect that any recently issued accounting pronouncements will have a material effect on our financial statements. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes , removing certain exceptions for investments, intra-period allocations and interim calculations and adding guidance to reduce complexity in accounting for income taxes. We adopted this guidance at the beginning of fiscal 2022. Our adoption of this ASU did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. 34 HAWKINS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Note 2 — Acquisitions Acquisition of NAPCO Chemical Company, Inc.: On December 30, 2021, we acquired substantially all the assets of NAPCO Chemical Company, Inc. ("NAPCO"), under the terms of an asset purchase agreement with NAPCO and certain other parties thereto, to further the geographic reach of our Water Treatment segment. We paid $ 18.5 million at closing for the acquisition, and an additional $ 0.5 million for a working capital adjustment. NAPCO manufactures and distributes water treatment chemicals from three locations in Texas. The results of operations since the acquisition date, and the assets, including the goodwill associated with this acquisition, are included in our Water Treatment segment. Costs associated with this transaction were not material and were expensed as incurred. The acquisition has been accounted for as a business combination, under which the total purchase price is allocated to the net tangible and intangible assets and liabilities of NAPCO acquired in connection with the acquisition based on their estimated fair values. We estimated the fair values of the assets acquired and liabilities assumed using a discounted cash flow analysis (income approach). Of the total $ 19 million purchase price, we allocated $ 9.4 million to finite-lived intangible assets, primarily customer relationships to be amortized over 18 years, $ 3.6 million to property, plant and equipment and $ 1.5 million to net working capital. The residual amount of $ 4.5 million was allocated to goodwill. The goodwill recognized as a result of this acquisition is primarily attributable to strategic and synergistic benefits, as well as the assembled workforce. Such goodwill is expected to be deductible for tax purposes. The purchase price allocation is final. Acquisition of Water and Waste Specialties, Inc.: On October 29, 2021, we acquired substantially all the assets of Water and Waste Specialties, Inc., under the terms of a purchase agreement with Water and Waste Specialties and its shareholders, to further the geographic reach of our Water Treatment segment. We paid $ 1.4 million at closing for the acquisition. Water and Waste Specialties was a water treatment chemical distribution company operating primarily in Alabama. The results of operations since the acquisition date, and the assets, including the goodwill associated with this acquisition, are included in our Water Treatment segment. Costs associated with this transaction were not material and were expensed as incurred. The acquisition has been accounted for as a business combination, under which the total purchase price is allocated to the net tangible and intangible assets and liabilities of Water and Waste Specialties acquired in connection with the acquisition based on their estimated fair values. We estimated the fair values of the assets acquired and liabilities assumed using a discounted cash flow analysis (income approach). Of the total $ 1.4 million purchase price, we allocated $ 0.5 million to finite-lived intangible assets, primarily customer relationships to be amortized over 11 years, and $ 0.4 million to property, plant and equipment. The residual amount of $ 0.5 million was allocated to goodwill. The goodwill recognized as a result of this acquisition is primarily attributable to strategic and synergistic benefits, as well as the assembled workforce. Such goodwill is expected to be deductible for tax purposes. The purchase price allocation is final. Acquisition of Southeast Water Systems LLC: On September 20, 2021, we acquired substantially all the assets of Southeast Water Systems LLC, under the terms of an asset purchase agreement with Southeast Water Systems and its shareholders, to further the geographic reach of our Water Treatment segment. We paid $ 1.2 million at closing for the acquisition and may pay up to an additional $ 1.0 million over the next three years based on achieving certain goals. Southeast Water Systems supplied and installed water treatment chemical equipment to its customers located primarily in Alabama, southern Georgia and the Florida panhandle. The results of operations since the acquisition date, and the assets, including the goodwill associated with this acquisition, are included in our Water Treatment segment. Costs associated with this transaction were not material and were expensed as incurred. The acquisition has been accounted for as a business combination, under which the total purchase price is allocated to the net tangible and intangible assets and liabilities of Southeast Water Systems acquired in connection with the acquisition based on their estimated fair values. We estimated the fair values of the assets acquired and liabilities assumed using a discounted cash flow analysis (income approach). Of the total $ 2.2 million purchase price, which includes a contingent consideration liability of $ 1.0 million, we allocated $ 0.4 million to finite-lived intangible assets, primarily customer relationships to be amortized over 10 years, and $ 0.1 million to property, plant and equipment. The residual amount of $ 1.7 million was allocated to goodwill. The goodwill recognized as a result of this acquisition is primarily attributable to strategic and synergistic benefits, as well as the assembled workforce. Such goodwill is expected to be deductible for tax purposes. The purchase price allocation is final. 35 HAWKINS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Acquisition of C&L Aqua Professionals, Inc. and LC Blending, Inc. : In fiscal 2021, we acquired substantially all the assets of C&L Aqua Professionals, Inc. and LC Blending, Inc. (together, "C&L Aqua") under the terms of an asset purchase agreement among us, C&L Aqua and its shareholders, to further the geographic reach of our Water Treatment segment. We paid $ 16 million for the acquisition. C&L Aqua was a water treatment chemical distribution company operating primarily in Louisiana. The results of operations since the acquisition date, and the assets, including the goodwill associated with this acquisition, are included in our Water Treatment segment. Costs associated with this transaction were not material and were expensed as incurred. The acquisition has been accounted for as a business combination, under which the total purchase price is allocated to the net tangible and intangible assets and liabilities of C&L Aqua acquired in connection with the acquisition based on their estimated fair values. We estimated the fair values of the assets acquired and liabilities assumed using a discounted cash flow analysis (income approach). Of the $ 16 million purchase price, we preliminarily allocated $ 8.2 million to finite-lived intangible assets, primarily customer relationships to be amortized over 18 years, $ 3.6 million to property, plant and equipment, and $ 1.1 million to net working capital. The residual amount of $ 3.1 million was allocated to goodwill. The goodwill recognized as a result of this acquisition is primarily attributable to strategic and synergistic benefits, as well as the assembled workforce. Such goodwill is expected to be deductible for tax purposes. Acquisition of Property : In fiscal 2021, we acquired a manufacturing facility on 28 acres located adjacent to our facility in Rosemount, Minnesota to allow further expansion and growth in both our Industrial and Water Treatment segments. We paid $ 10 million for the property. The purchase of this facility adds approximately 40,000 square feet of manufacturing and warehouse space to bring us to a total of 105,000 square feet of space on 56 acres of land in the area, with rail access at both of the sites to allow for future growth and provide for supply chain flexibility on certain raw materials to better serve our customers. This acquisition has been accounted for as an asset acquisition, under which the total purchase price is allocated to the net tangible assets acquired based on their estimated fair values. Of the $ 10 million purchase price, $ 4.6 million was allocated to buildings, $ 3.7 million was allocated to land, $ 1.4 million was allocated to equipment, and $ 0.3 million was allocated to site improvements. Acquisition of American Development Corporation of Tennessee, Inc. : In fiscal 2021, we acquired substantially all the assets of American Development Corporation of Tennessee, Inc. (“ADC”) under the terms of an asset purchase agreement among us, ADC and its shareholders, to further the geographic reach of our Water Treatment segment. We paid $ 25 million for the acquisition. ADC was a water treatment chemical distribution company operating primarily in Tennessee, Georgia and Kentucky. The results of operations since the acquisition date, and the assets, including the goodwill associated with this acquisition, are included in our Water Treatment segment. Costs associated with this transaction were not material and were expensed as incurred. The acquisition has been accounted for as a business combination, under which the total purchase price is allocated to the net tangible and intangible assets and liabilities of ADC acquired in connection with the acquisition based on their estimated fair values. We estimated the fair values of the assets acquired and liabilities assumed using a discounted cash flow analysis (income approach). Of the $ 25 million purchase price, we allocated $ 13.3 million to finite-lived intangible assets, primarily customer relationships to be amortized over 17 years, $ 1.6 million to property, plant and equipment, and $ 0.9 million to net working capital. The residual amount of $ 9.2 million was allocated to goodwill. The goodwill recognized as a result of this acquisition is primarily attributable to strategic and synergistic benefits, as well as the assembled workforce. Such goodwill is expected to be deductible for tax purposes. 36 HAWKINS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Note 3 — Revenue Our revenue arrangements generally consist of a single performance obligation to transfer promised goods or services. We disaggregate revenues from contracts with customers by both operating segments and types of product sold. Reporting by operating segment is pertinent to understanding our revenues, as it aligns to how we review the financial performance of our operations. Types of products sold within each operating segment help us to further evaluate the financial performance of our segments. The following table disaggregates external customer net sales by major revenue stream: Fiscal Year Ended April 3, 2022: (In thousands) Industrial Water Treatment Health and Nutrition Total Manufactured, blended or repackaged products (1) $ 318,514 $ 205,350 $ 34,690 $ 558,554 Distributed specialty products (2) — — 124,312 124,312 Bulk products (3) 61,443 20,211 — 81,654 Other 6,981 2,572 468 10,021 Total external customer sales $ 386,938 $ 228,133 $ 159,470 $ 774,541 Fiscal Year Ended March 28, 2021: (In thousands) Industrial Water Treatment Health and Nutrition Total Manufactured, blended or repackaged products (1) $ 231,427 $ 152,694 $ 38,270 $ 422,391 Distributed specialty products (2) — — 115,317 115,317 Bulk products (3) 38,378 16,067 — 54,445 Other 3,556 1,243 ( 81 ) 4,718 Total external customer sales $ 273,361 $ 170,004 $ 153,506 $ 596,871 Fiscal Year Ended March 29, 2020: (In thousands) Industrial Water Treatment Health and Nutrition Total Manufactured, blended or repackaged products (1) $ 222,161 $ 139,917 $ 14,770 $ 376,848 Distributed specialty products (2) — — 90,065 90,065 Bulk products (3) 49,864 18,481 — 68,345 Other 3,199 1,497 244 4,940 Total external customer sales $ 275,224 $ 159,895 $ 105,079 $ 540,198 (1) For our Industrial and Water Treatment segments, this line includes our non-bulk specialty products that we either manufacture, blend, repackage, resell in their original form, or direct ship to our customers in smaller quantities, and services we provide for our customers. For our Health and Nutrition segment, this line includes products manufactured, processed or repackaged in our facility and/or with our equipment (2) This line includes non-manufactured distributed specialty products in our Health and Nutrition segment, which may be sold out of one of our facilities or direct shipped to our customers (3) This line includes bulk products in our Industrial and Water Treatment segments that we do not modify in any way, but receive, store, and ship from our facilities, or direct ship to our customers in large quantities. 37 HAWKINS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Note 4 — Derivative Instruments We have in place an interest rate swap agreement to manage the risk associated with a portion of our variable-rate long-term debt. We do not utilize derivative instruments for speculative purposes. The interest rate swap involves the exchange of fixed-rate and variable-rate payments without the exchange of the underlying notional amount on which the interest payments are calculated. The notional amount of the swap agreement is $ 60 million and it will terminate on May 1, 2027. We have designated this swap as a cash flow hedge and have determined that it qualified for hedge accounting treatment. For so long as the hedge is effective, changes in fair value of the cash flow hedge are recorded in other comprehensive income or loss (net of tax) until income or loss from the cash flows of the hedged item is realized. We previously had in place an interest rate swap agreement to manage the risk associated with a portion of our variable-rate long-term debt. The $ 20 million swap agreement terminated on December 23, 2020. We had designated this swap as a cash flow hedge and determined that it qualified for hedge accounting treatment. For so long as the hedge was effective, changes in fair value of the cash flow hedge were recorded in other comprehensive income or loss (net of tax) until income or loss from the cash flows of the hedged item was realized. For the years ended April 3, 2022 and March 28, 2021, we recorded $ 1.3 million and $ 0.1 million in other comprehensive income related to unrealized gains (net of tax) on the cash flow hedge. For the year ended March 29, 2020, we recorded $ 0.4 million in other comprehensive income related to unrealized losses (net of tax) on the cash flow hedge described above. Included in other other long-term assets on our consolidated balance sheet was $ 1.8 million as of April 3, 2022. Included in other current liabilities on our consolidated balance sheet was $ 0.1 million as of March 29, 2020. By their nature, derivative instruments are subject to market risk. Derivative instruments are also subject to credit risk associated with counterparties to the derivative contracts. Credit risk associated with derivatives is measured based on the replacement cost should the counterparty with a contract in a gain position to us fail to perform under the terms of the contract. While the current interest rate swap is in effect, we do not anticipate nonperformance by the counterparty. Note 5 – Fair Value Measurements Our financial assets and liabilities are measured at fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The carrying value of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short-term nature of these instruments. Because of the variable-rate nature of our debt under our credit facility, our debt also approximates fair value. Assets and Liabilities Measured at Fair Value on a Recurring Basis. The fair value hierarchy requires the use of observable market data when available. In instances where inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. Our financial assets that are measured at fair value on a recurring basis are an interest rate swap and assets held in a deferred compensation retirement plan. Both of these assets are classified as other long-term assets on our balance sheet, with the portion of the deferred compensation retirement plan assets expected to be paid within twelve months classified as current assets. The fair value of the interest rate swap is determined by the respective counterparties based on interest rate changes. Interest rate swaps are valued based on observable interest rate yield curves for similar instruments. The deferred compensation plan assets relate to contributions made to a non-qualified compensation plan on behalf of certain employees who are classified as “highly compensated employees” as determined by IRS guidelines. The assets are part of a rabbi trust and the funds are held in mutual funds. The fair value of the deferred compensation is based on the quoted market prices for the mutual funds at the end of the period. The following table summarizes the balances of assets measured at fair value on a recurring basis as of April 3, 2022 and March 28, 2021. (In thousands) April 3, 2022 March 28, 2021 Assets Deferred compensation plan assets Level 1 $ 7,038 $ 5,946 Interest rate swap Level 2 1,769 — 0 38 HAWKINS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Note 6 – Assets Held for Sale We have no assets classified as held for sale as of April 3, 2022. Included in assets held for sale as of March 28, 2021 was $ 0.7 million for an office building in St. Louis, Missouri that was utilized in the administration of our Industrial segment, and $ 0.2 million for a water treatment branch located in Eldridge, Iowa, which has been relocated to another owned facility. Both were sold in the first quarter of fiscal 2022. These amounts were recorded as assets held for sale within prepaid expenses and other current assets on our balance sheet. Note 7 — Inventories Inventories at April 3, 2022 and March 28, 2021 consisted of the following: 2022 2021 (In thousands) Inventory (FIFO basis) $ 116,325 $ 69,438 LIFO reserve ( 21,340 ) ( 5,574 ) Net inventory $ 94,985 $ 63,864 The FIFO value of inventories accounted for under the LIFO method was $ 83.7 million at April 3, 2022 and $ 46.8 million at March 28, 2021. The remainder of the inventory was valued and accounted for under the FIFO method. 39 HAWKINS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Note 8 — Goodwill and Other Identifiable Intangible Assets The carrying amount of goodwill for each of our three reportable segments were as follows: (In thousands) Industrial Water Treatment Health and Nutrition Total Balance as of March 29, 2020 $ 6,495 $ 7,000 $ 44,945 $ 58,440 Addition due to acquisitions — 12,280 — 12,280 Balance as of March 28, 2021 $ 6,495 $ 19,280 $ 44,945 $ 70,720 Addition due to acquisitions — 6,681 — 6,681 Balance as of April 3, 2022 $ 6,495 $ 25,961 $ 44,945 $ 77,401 The following is a summary of our identifiable intangible assets as of April 3, 2022 and March 28, 2021: 2022 Gross Amount Accumulated Amortization Net carrying value (In thousands) Finite-life intangible assets: Customer relationships $ 109,644 $ ( 32,399 ) $ 77,245 Trademarks and trade names 6,370 ( 4,746 ) 1,624 Other finite-life intangible assets 3,904 ( 3,807 ) 97 Total finite-life intangible assets 119,918 ( 40,952 ) 78,966 Indefinite-life intangible assets 1,227 — 1,227 Total intangible assets, net $ 121,145 $ ( 40,952 ) $ 80,193 2021 Gross Amount Accumulated Amortization Net carrying value (In thousands) Finite-life intangible assets: Customer relationships $ 99,588 $ ( 26,522 ) $ 73,066 Trademarks and trade names 6,210 ( 4,275 ) 1,935 Other finite-life intangible assets 3,833 ( 3,693 ) 140 Total finite-life intangible assets 109,631 ( 34,490 ) 75,141 Indefinite-life intangible assets 1,227 — 1,227 Total intangible assets, net $ 110,858 $ ( 34,490 ) $ 76,368 Intangible asset amortization expense was $ 6.5 million during fiscal 2022, $ 5.8 million during fiscal 2021, and $ 5.1 million during fiscal 2020. The estimated future amortization expense for identifiable intangible assets is as follows: (In thousands) Intangible Assets Fiscal 2023 $ 6,923 Fiscal 2024 6,707 Fiscal 2025 6,707 Fiscal 2026 6,606 Fiscal 2027 6,305 Thereafter 45,718 Total $ 78,966 40 HAWKINS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Note 9 – Debt On March 31, 2022, we entered into a second amended and restated credit agreement (the “Credit Agreement”) with U.S. Bank National Association (“U.S. Bank”) as Sole Lead Arranger and Sole Book Runner, and other lenders from time to time party thereto (collectively, the “Lenders”), whereby U.S. Bank is also serving as Administrative Agent. The Credit Agreement refinanced the revolving loan under our previous credit agreement with U.S. Bank and provides us with senior secured revolving credit facilities (the “Revolving Loan Facility”) totaling $ 250.0 million. The Revolving Loan Facility includes a $ 15 million letter of credit subfacility and $ 25 million swingline subfacility. The Revolving Loan Facility has a five-year maturity date, maturing on April 30, 2027. The Revolving Loan Facility is secured by substantially all of our personal property assets and those of our subsidiaries. We used $ 126.0 million of the proceeds from the Revolving Loan Facility to refinance the obligations under the previous credit facility. We may use the remaining amount of the Revolving Loan Facility for working capital, capital expenditures, share repurchases, restricted payments and acquisitions permitted under the Credit Agreement, and other general corporate purposes. At April 3, 2022, the effective interest rate on our borrowings was 1.2 %. In addition to paying interest on the outstanding principal under the Revolving Loan Facility, we are required to pay a commitment fee on the unutilized commitments thereunder. The commitment fee is between 0.15 % and 0.25 %, depending on our leverage ratio. Debt issuance costs of $ 0.3 million paid to the lenders in connection with the Credit Agreement, as well as unamortized debt issuance costs of $ 0.1 million paid in connection with the previous credit facility, are reflected as a reduction of debt and are being amortized as interest expense over the term of the Revolving Loan Facility. The Credit Agreement requires us to maintain (a) a minimum fixed charge coverage ratio of 1.15 to 1.00 and (b) a maximum total cash flow leverage ratio of 3.0 to 1.0 . The Credit Agreement also contains other customary affirmative and negative covenants, including covenants that restrict our ability to incur additional indebtedness, dispose of significant assets, make certain investments, including any acquisitions other than permitted acquisitions, make certain payments, enter into sale and leaseback transactions, grant liens on our assets or enter into rate management transactions, subject to certain limitations. We are permitted to make distributions, pay dividends and repurchase shares so long as no default or event of default exists or would exist as a result thereof. We are permitted to make distributions, pay dividends and repurchase shares so long as no default or event of default exists or would exist as a result thereof. As of April 3, 2022, we were in compliance with all required covenants. Debt at April 3, 2022 and March 28, 2021 consisted of the following: (In thousands) April 3, 2022 March 28, 2021 Senior secured revolving loan $ 126,000 $ 99,000 Less: unamortized debt issuance costs ( 443 ) ( 248 ) Total debt, net of debt issuance costs 125,557 98,752 Less: current portion of long-term debt, net of current unamortized debt issuance costs ( 9,913 ) ( 9,907 ) Total long-term debt $ 115,644 $ 88,845 41 HAWKINS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Note 10 — Share-Based Compensation Performance-Based Restricted Stock Units. Our Board of Directors has approved a performance-based equity compensation arrangement for our executive officers. This performance-based arrangement provides for the grant of performance-based restricted stock units that represent a possible future issuance of restricted shares of our common shares based on our pre-tax income target for the applicable fiscal year. The actual number of restricted shares to be issued to each executive officer will be determined when our final financial information becomes available after the applicable fiscal year and will be between zero shares and 88,524 shares in the aggregate for fiscal 2022. The restricted shares issued, if any, will fully vest two years after the end of the fiscal year on which the performance is based. We record the compensation expense for the outstanding performance share units and then-converted restricted stock over the life of the awards. The following table represents the restricted stock activity for fiscal 2021 and 2022: Shares Weighted- Average Grant Date Fair Value Outstanding at beginning of fiscal 2020 65,766 $ 21.83 Granted 138,504 17.25 Vested ( 55,240 ) 23.01 Forfeited — — Outstanding at end of fiscal 2020 149,030 $ 17.13 Granted 129,626 18.69 Vested ( 10,526 ) 15.68 Forfeited ( 29,010 ) 17.92 Outstanding at end of fiscal 2021 239,120 $ 17.94 Granted 111,618 31.74 Vested ( 123,002 ) 17.25 Forfeited ( 13,258 ) 18.69 Outstanding at end of fiscal 2022 214,478 $ 25.48 The weighted average grant date fair value of performance-based restricted shares issued in fiscal 2022 was $ 31.74 , fiscal 2021 was $ 18.69 and fiscal 2020 was $ 17.25 . We recorded compensation expense on performance-based restricted stock of approximately $ 2.9 million for fiscal 2022, $ 2.5 million for fiscal 2021 and $ 1.5 million for fiscal 2020, substantially all of which was recorded in selling, general and administrative (“SG&A”) expense in the Consolidated Statements of Income. The total fair value of performance-based restricted stock units vested was $ 2.1 million in fiscal 2022, $ 0.2 million in fiscal 2021 and $ 1.3 million in fiscal 2020. Until the performance-based restricted stock units result in the issuance of restricted stock, the amount of expense recorded each period is dependent upon our estimate of the number of shares that will ultimately be issued and our then current common share price. Upon issuance of restricted stock, we record compensation expense over the remaining vesting period using the award date closing price. Unrecognized compensation expense related to non-vested restricted stock and non-vested restricted share units as of April 3, 2022 was $ 3.9 million and is expected to be recognized over a weighted average period of 1.2 years. 42 HAWKINS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Restricted Stock Awards. As part of their retainer, our non-employee directors receive restricted stock for their Board services. The restricted stock awards are expensed over a one-year vesting period, based on the market value on the date of grant. The following table represents the Board’s restricted stock activity for fiscal 2021 and 2022: Shares Weighted- Average Grant Date Fair Value Outstanding at beginning of fiscal 2020 16,704 $ 17.95 Granted 16,016 21.84 Vested ( 16,704 ) 17.95 Forfeited — — Outstanding at end of fiscal 2020 16,016 $ 21.84 Granted 13,186 25.59 Vested ( 16,016 ) 21.84 Forfeited ( 1,958 ) 25.53 Outstanding at end of fiscal 2021 11,228 $ 25.60 Granted 10,287 32.80 Vested ( 11,228 ) 25.60 Forfeited — — Outstanding at end of fiscal 2022 10,287 $ 32.80 Annual expense related to the value of restricted stock was $ 0.3 million in fiscal 2022, 2021 and 2020, and was recorded in SG&A expense in the Consolidated Statements of Income. Unrecognized compensation expense related to non-vested restricted stock awards as of April 3, 2022 was $ 0.1 million and is expected to be recognized over a weighted average period of 0.3 years. Note 11 — Share Repurchases Our board of directors has authorized the repurchase of up to 1,600,000 shares of our outstanding common shares. The shares may be repurchased on the open market or in privately negotiated transactions subject to applicable securities laws and regulations. Upon repurchase of the shares, we reduce our common shares for the par value of the shares with the excess applied against additional paid-in capital. We repurchased 240,501 common shares at an aggregate purchase price of $ 8.5 million during fiscal 2022. We repurchased 166,088 common shares at an aggregate purchase price of $ 4.1 million during fiscal 2021. We repurchased 291,166 common shares at an aggregate purchase price of $ 5.9 million during fiscal 2020. As of April 3, 2022, the number of shares available to be purchased under the share repurchase program was 311,005 . Note 12 — Profit Sharing, Employee Stock Ownership, Employee Stock Purchase and Pension Plans Company Sponsored Plans . The majority of our non-bargaining unit employees are eligible to participate in a company-sponsored profit sharing plan. Contributions are made at our discretion subject to a maximum amount allowed under the Internal Revenue Code (“IRC”). The profit sharing plan contribution level for each employee depends upon date of hire, and was 2.5 % or 5.0 % of each employee’s eligible compensation for fiscal 2022, 2021 and 2020. We also have in place a retirement plan covering our collective bargaining unit employees. The retirement plan provides for a contribution of 2.5 % or 5.0 % of each employee’s eligible annual wages depending on their hire date. In addition to the employer contributions described above, both the profit sharing plan and the retirement plan include a 401(k) plan that allows employees to contribute pre-tax earnings up to the maximum amount allowed under the IRC, with an employer match of up to 5 % of the employee’s eligible compensation. We have two employee stock ownership plans (“ESOPs”), one covering the majority of our non-bargaining unit employees and the other covering our collective bargaining unit employees. Contributions to the plan covering our non-bargaining unit employees are made at our discretion. Contributions to both plans are subject to a maximum amount allowed under the IRC, and were 2.5 % or 5.0 % of each employee’s eligible wages, depending on each eligible employee’s hire date, for fiscal 2022, 2021 and 2020. 43 HAWKINS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) We have a nonqualified deferred compensation plan covering employees who are classified as “highly compensated employees” as determined by IRS guidelines for the plan year and who were hired on or before April 1, 2012. Employees who are eligible for the nonqualified deferred compensation plan for any plan year are not eligible for the profit sharing plan contribution or the ESOP contributions described above for that plan year. Our contribution to the nonqualified deferred compensation plan for fiscal 2022, 2021 and 2020 was 10 % of each employee’s eligible compensation, subject to the maximum amount allowed under the IRC. We have an employee stock purchase plan (“ESPP”) covering substantially all of our employees. The ESPP allows employees to purchase newly-issued shares of the Company’s common shares at a discount from market. The number of new shares issued under the ESPP was 71,692 in fiscal 2022, 88,148 in fiscal 2021 and 77,100 in fiscal 2020. The following represents the contribution expense for these company-sponsored plans for fiscal 2022, 2021 and 2020: (In thousands) 2022 2021 2020 Non-bargaining unit employee plans: Profit sharing $ 1,056 $ 994 $ 631 401(k) matching contributions 3,122 2,650 2,399 ESOP 1,056 994 631 Nonqualified deferred compensation plan 1,355 1,327 1,262 Bargaining unit employee plans 589 555 481 ESPP - all employees 549 556 431 Total contribution expense $ 7,727 $ 7,076 $ 5,835 In 2013, we withdrew from a collectively bargained multiemployer pension plan and recorded a liability for our share of the unfunded vested benefits. Payments of approximately $ 0.5 million per year are being made through 2034. Note 13 — Commitments and Contingencies Litigation. As of April 3, 2022, there were no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which we or any of our subsidiaries are a party or of which any of our property is the subject. Legal fees associated with such matters are expensed as incurred. Asset Retirement Obligations. We have three leases of land which contain terms that state that at the end of the lease term, we have a specified amount of time to remove the property and buildings. Including available lease extensions, these leases expire in 2023, 2033 and 2044. At that time, anything that remains on the land becomes the property of the lessor, and the lessor has the option to either maintain the property or remove the property at our expense. We have not been able to reasonably estimate the fair value of the asset retirement obligations, primarily due to the combination of the following factors: certain of the leases do not expire in the near future; we have a history of extending the leases with the lessors and currently intend to do so at expiration of the lease periods; the lessors do not have a history of terminating leases with their tenants; and because it is more likely than not that the buildings will have value at the end of the lease life and therefore, may not be removed by either the lessee or the lessor. Therefore, in accordance with accounting guidance related to asset retirement and environmental obligations, we have not recorded an asset retirement obligation as of April 3, 2022. We will continue to monitor the factors surrounding the requirement to record an asset retirement obligation and will recognize the fair value of a liability in the period in which it is incurred and a reasonable estimate can be made. 44 HAWKINS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Note 14 — Income Taxes The provisions for income taxes for fiscal 2022, 2021 and 2020 were as follows: 2022 2021 2020 (In thousands) Federal — current $ 14,736 $ 11,169 $ 8,447 State — current 5,202 4,391 3,563 Total current 19,938 15,560 12,010 Federal — deferred ( 1,054 ) ( 302 ) ( 976 ) State — deferred ( 447 ) ( 387 ) ( 445 ) Total deferred ( 1,501 ) ( 689 ) ( 1,421 ) Total provision $ 18,437 $ 14,871 $ 10,589 Reconciliations of the provisions for income taxes to the applicable federal statutory income tax rate for fiscal 2022, 2021 and 2020 are listed below. 2022 2021 2020 Statutory federal income tax 21.0 % 21.0 % 21.0 % State income taxes, net of federal deduction 5.6 % 5.9 % 5.7 % ESOP dividend deduction on allocated shares ( 0.2 ) % ( 0.2 ) % ( 0.3 ) % Other — net ( 0.1 ) % ( 0.1 ) % 0.8 % Total 26.3 % 26.6 % 27.2 % The tax effects of items comprising our net deferred tax liability as of April 3, 2022 and March 28, 2021 are as follows: (In thousands) 2022 2021 Deferred tax assets: Trade receivables $ 99 $ 134 Stock compensation accruals 1,823 1,341 Pension withdrawal liability 1,250 1,344 Lease liability 2,916 3,191 Other 3,097 2,882 Total deferred tax assets $ 9,185 $ 8,892 Deferred tax liabilities: Inventories $ ( 1,288 ) $ ( 2,815 ) Prepaid expenses ( 937 ) ( 864 ) Excess of tax over book depreciation ( 12,234 ) ( 11,249 ) Intangible assets ( 14,806 ) ( 15,269 ) ROU asset ( 2,864 ) ( 3,140 ) Unrealized gain on interest rate swap ( 478 ) — Total deferred tax liabilities $ ( 32,607 ) $ ( 33,337 ) Net deferred tax liabilities $ ( 23,422 ) $ ( 24,445 ) As of April 3, 2022, the Company has determined that it is more likely than not that the deferred tax assets at April 3, 2022 will be realized either through future taxable income or reversals of taxable temporary differences. We are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. The tax years prior to our fiscal year ended March 31, 2019 are closed to examination by the Internal Revenue Service, and with few exceptions, state and local income tax jurisdictions. 45 HAWKINS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Note 15 – Leases Lease Obligations. As of April 3, 2022, we were obligated under operating lease agreements for certain manufacturing facilities, warehouse space, the land on which some of our facilities sit, vehicles and information technology equipment. Our leases have remaining lease terms of 1 year to 23 years, some of which include options to extend the lease for up to 15 years . As of April 3, 2022 and March 28, 2021, our operating lease components with initial or remaining terms in excess of one year were classified on the consolidated balance sheet within right-of-use assets, short-term lease liability and long-term lease liability. Total lease expense was $ 2.9 million for the twelve months ended April 3, 2022 and $ 2.8 million for the twelve months ended March 28, 2021, and includes leases less than 12 months in duration. Other information related to our operating leases was as follows: April 3, 2022 March 28, 2021 Lease Term and Discount Rate Weighted average remaining lease term (years) 8.91 9.73 Weighted average discount rate 2.6 % 2.7 % Maturities of lease liabilities as of April 3, 2022 were as follows: (In thousands) Operating Leases Fiscal 2023 $ 1,889 Fiscal 2024 1,515 Fiscal 2025 1,450 Fiscal 2026 1,388 Fiscal 2027 1,359 Thereafter 5,171 Total $ 12,772 Less: Interest ( 1,972 ) Present value of lease liabilities $ 10,800 46 HAWKINS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Note 16 — Segment Information We have three reportable segments: Industrial, Water Treatment and Health and Nutrition. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Product costs and expenses for each segment are based on actual costs incurred along with cost allocations of shared and centralized functions. We evaluate performance based on operating income. Reportable segments are defined primarily by product and type of customer. Segments are responsible for the sales, marketing and development of their products and services. Other than our Health and Nutrition segment, the segments do not have separate customer service or purchasing functions. There are no intersegment sales and no operating segments have been aggregated. Reportable Segments Industrial Water Treatment Health and Nutrition Total (In thousands) Fiscal Year Ended April 3, 2022: Sales $ 386,938 $ 228,133 $ 159,470 $ 774,541 Gross profit 59,606 54,571 32,343 146,520 Selling, general, and administrative expenses 28,127 31,357 15,842 75,326 Operating income 31,479 23,214 16,501 71,194 Identifiable assets* $ 236,934 $ 143,889 $ 167,034 $ 547,857 Capital expenditures $ 18,812 $ 8,939 $ 761 $ 28,512 Fiscal Year Ended March 28, 2021: Sales $ 273,361 $ 170,004 $ 153,506 $ 596,871 Gross profit 43,337 46,793 33,632 123,762 Selling, general, and administrative expenses 27,033 24,453 16,398 67,884 Operating income 16,304 22,340 17,234 55,878 Identifiable assets* $ 181,478 $ 109,761 $ 166,558 $ 457,797 Capital expenditures $ 13,713 $ 6,732 $ 349 $ 20,794 Fiscal Year Ended March 29, 2020: Sales $ 275,224 $ 159,895 $ 105,079 $ 540,198 Gross profit 38,936 41,902 20,079 100,917 Selling, general, and administrative expenses 24,123 19,801 15,322 59,246 Operating income 14,813 22,101 4,757 41,671 Identifiable assets* $ 173,068 $ 63,506 $ 139,780 $ 376,354 Capital expenditures $ 14,933 $ 9,160 $ 456 $ 24,549 * Unallocated assets not included, consisting primarily of cash and cash equivalents, investments and prepaid expenses, were $ 19.5 million at April 3, 2022, $ 14.8 million at March 28, 2021 and $ 13.0 million at March 29, 2020. 47 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.