HAWKINS INC 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion and analysis of our financial condition and results of operations for the three and six months ended September 28, 2025 as compared to the similar period ended September 29, 2024. This discussion should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in this quarterly report on Form 10-Q and Item 8 of our Annual Report on Form 10-K for the fiscal year ended March 30, 2025 . Overview We derive substantially all of our revenues from the sale of water treatment solutions, specialty ingredients, and chemicals to our customers in a wide variety of industries. We began our operations primarily as a distributor of bulk chemicals with a strong customer focus. Over the years, we have maintained a strong customer focus and have expanded our business by increasing our sales of value-added and specialty ingredients, including manufacturing, blending, and repackaging certain products. Business Acquisitions We completed the following acquisitions in fiscal 2025 and the first half of fiscal 2026. The results of operations since the date of each acquisition and the assets, including goodwill associated with these acquisitions, are included in our Water Treatment segment with the exception of the MakWood lactate business which is shown in our Food & Health Sciences segment. Certain acquisitions discussed below are not included in Note 2 to our Condensed Consolidated Financial Statements as they were not deemed to be material enough to warrant disclosure. • On August 29, 2025, we acquired substantially all the assets and assumed certain liabilities of StillWaters Technology, Inc. ("StillWaters") for $4.3 million. StillWaters distributes water treatment chemicals and equipment for its customers in Alabama. • On July 2, 2025, we acquired the lactate business of MakWood, Inc. for $1.9 million. We had previously been party to a Distribution Agreement with MakWood for certain lactate products under the Mak Lak trade name. This acquisition agreement terminated the Distribution Agreement, and resulted in our acquisition of the lactate distribution business, including the customer list and associated brand name. • On July 1, 2025, we acquired substantially all the assets and assumed certain liabilities of PhillTech, LLC ("PhillTech") for $5.0 million. PhillTech is located in Courtland, AL, and manufactures and distributes coagulants and corrosion control products for its water treatment customers. • On June 13, 2025, we acquired substantially all the assets and assumed certain liabilities of Hendrickson and Polymer Tech (collectively, "Hendrickson") for approximately $1.5 million. Hendrickson distributed water treatment chemicals and equipment to its customers via direct shipments from suppliers. • On April 24, 2025, we acquired substantially all of the assets and assumed certain liabilities of WaterSurplus and related entities for approximately $149.9 million paid at closing, with an additional amount payable as an earnout of up to $53.7 million based on cumulative gross profit for the first five years. WaterSurplus is located in Rockford, IL and delivers sustainable water treatment solutions to customers throughout the United States. • In the fourth quarter of fiscal 2025, we acquired substantially all the assets and assumed certain liabilities of Amerochem for $44.0 million. Amerochem distributed water treatment chemicals and equipment to its customers primarily throughout North Carolina. • In the third quarter of fiscal 2025, we acquired substantially all the assets and assumed certain liabilities of Water Guard for $18.0 million. Water Guard distributed water treatment chemicals and equipment to its customers primarily throughout North Carolina. • In the first quarter of fiscal 2025, we acquired substantially all the assets and assumed certain liabilities of Wofford for $3.4 million. Wofford distributed water treatment chemicals and equipment to customers mainly in Mississippi. • In the first quarter of fiscal 2025, we acquired substantially all the assets and assumed certain liabilities of Intercoastal for $22.0 million. Intercoastal distributed water treatment chemicals and equipment to its customers in Maryland, Delaware and Virginia. The aggregate annual revenue of these nine businesses acquired in fiscal 2025 and fiscal 2026 totaled approximately $106 million, as determined using the applicable twelve-month period preceding each respective acquisition date. Change in Reporting Segments Effective beginning with the first quarter of fiscal 2026, we realigned our reporting segments to reflect organizational changes made and to reflect the way we manage our operations and allocate resources. We believe this realignment better reflects the value our company provides to our customers and our evolution from a bulk commodity distributor into a specialty ingredients company. We now organize and manage our business by the following three segments, each of which meets the definition of reportable segments under ASC 280-10, Segment Reporting : Water Treatment, Food & Health Sciences, and Industrial Solutions. These segments are defined primarily by product and type of customer. Information presented in this quarterly report has been recast to align with the new segments. Additional information regarding these new segments is set forth in Note 13 - Segment Information. Financial Results We focus on operating income when evaluating our financial results as opposed to profitability as a percentage of sales, as sales dollars tend to fluctuate as raw material prices rise and fall. The costs for certain of our raw materials can rise or fall rapidly, causing fluctuations in gross profit as a percentage of sales. We use the last in, first out (“LIFO”) method of valuing the majority of our inventory, which causes the most recent product costs to be recognized in our income statement. The LIFO inventory valuation method and the resulting cost of sales are consistent with our business practices of pricing to current chemical raw material prices. We disclose the sales of our bulk commodity products as a percentage of total sales dollars for our Water Treatment and Industrial Solutions segments. Our definition of bulk commodity products includes products that we do not modify in any way, but receive, store, and ship from our facilities, or direct ship to our customers in large quantities. We disclose the percentage of our overall sales that consist of sales of bulk commodity products as these products are generally distributed and we do not add significant value to these products in comparison to our non-bulk products. Sales of these products are generally highly competitive and price sensitive. As a result, bulk commodity products generally have our lowest margins. Results of Operations The following table sets forth the percentage relationship of certain items to sales for the period indicated: Three Months Ended Six Months Ended September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024 Sales 100.0 % 100.0 % 100.0 % 100.0 % Cost of sales (75.9) % (75.6) % (75.6) % (75.2) % Gross profit 24.1 % 24.4 % 24.4 % 24.8 % Selling, general and administrative expenses (12.0) % (10.7) % (11.3) % (10.2) % Operating income 12.1 % 13.7 % 13.1 % 14.6 % Interest expense, net (1.4) % (0.6) % (1.2) % (0.5) % Other income 0.3 % 0.3 % 0.3 % 0.2 % Income before income taxes 11.0 % 13.4 % 12.2 % 14.3 % Income tax expense (2.9) % (3.6) % (3.1) % (3.7) % Net income 8.1 % 9.8 % 9.1 % 10.6 % Three Months Ended September 28, 2025 Compared to Three Months Ended September 29, 2024 Sales Sales were $280.4 million for the three months ended September 28, 2025, an increase of $33.4 million, or 14%, from sales of $247.0 million in the same period a year ago. All of our segments contributed to the year-over-year growth, with both our Water Treatment and Industrial Solutions segments reporting double-digit growth. Water Treatment Segment. Water Treatment segment sales increased $26.4 million, or 21%, to $150.9 million for the three months ended September 28, 2025, from sales of $124.5 million in the same period a year ago. Sales of bulk commodity products in the Water Treatment segment were approximately 8% of sales dollars in both the current quarter and in the same period a year ago. Sales increased as a result of $23 million of added sales from acquired businesses as well as increased organic sales volumes and improved pricing on certain products. Food & Health Sciences Segment. Food & Health Sciences segment sales increased $1.5 million, or 2%, to $72.9 million for the three months ended September 28, 2025, from sales of $71.4 million in the same period a year ago. Sales increased primarily as result of increased sales volumes of our agricultural products as well as increased sales of our health and nutrition products. Industrial Solutions Segment. Industrial Solutions segment sales increased $5.5 million, or 11%, to $56.6 million for the three months ended September 28, 2025, from sales of $51.1 million in the same period a year ago. Sales of bulk commodity products in the Industrial Solutions segment were approximately 21% of sales dollars in the current quarter and 22% in the same period a year ago. Sales increased primarily as a result of increased sales volumes of certain of our manufactured, blended and repackaged products. Gross Profit Gross profit increased $7.4 million, or 12%, to $67.6 million, or 24% of sales, for the three months ended September 28, 2025, from $60.2 million, or 24% of sales, in the same period a year ago. During the current quarter, the LIFO reserve increased, and gross profit decreased, by $0.3 million, primarily due to a projected increase in certain commodity volumes and costs at year-end. In the same period a year ago, the LIFO reserve was unchanged and therefore had no impact on gross profit. Water Treatment Segment. Gross profit for the Water Treatment segment increased $7.4 million, or 20%, to $43.3 million, or 29% of sales, for the three months ended September 28, 2025, from $35.9 million, or 29% of sales, in the same period a year ago. Gross profit increased primarily as a result of increased sales from our acquired businesses as well as increased organic sales. Food & Health Sciences Segment. Gross profit for the Food & Health Sciences segment decreased $0.6 million, or 4%, to $15.5 million, or 21% of sales, for the three months ended September 28, 2025, from $16.1 million, or 22% of sales, in the same period a year ago. Gross profit decreased primarily as a result of lower selling prices as a result of competitive pricing pressures. Industrial Solutions Segment. Gross profit for the Industrial Solutions segment increased $0.7 million, or 9%, to $8.9 million, or 16% of sales, for the three months ended September 28, 2025, from $8.2 million, or 16% of sales, in the same period a year ago. Gross profit increased as a result of the increase in sales. Selling, General and Administrative Expenses Selling, general and administrative (“SG&A”) expenses increased $7.2 million, or 27%, to $33.7 million, or 12% of sales, for the three months ended September 28, 2025, from $26.5 million, or 11% of sales, in the same period a year ago. Expenses increased largely due to $5.6 million in added costs from the acquired businesses in our Water Treatment segment, including amortization of intangibles of $2.5 million and $0.5 million of fair value accretion on earnout liabilities. SG&A expenses also increased due to increases in other variable costs, including variable pay and other personnel costs. Operating Income Operating income increased $0.2 million, or 1%, to $33.9 million, or 12% of sales, for the three months ended September 28, 2025, from $33.7 million, or 14% of sales, in the same period a year ago due to the combined impact of the factors discussed above. Interest Expense, Net Interest expense increased $2.4 million to $3.8 million for the three months ended September 28, 2025 compared to $1.4 million in the same period a year ago. Interest expense increased due to increased borrowings in the current quarter, primarily to fund the acquisition of WaterSurplus. Other Income Other income was $0.7 million for the three months ended September 28, 2025 and the same period a year ago. The income represents gains recorded on investments held for our non-qualified deferred compensation plan. The amounts recorded as a gain were offset by similar amounts recorded as an increase to compensation expense within SG&A expenses. Income Tax Provision Our effective income tax rate was approximately 27% the three months ended September 28, 2025 and for the same period a year ago. The effective tax rate is impacted by projected levels of annual taxable income, permanent items, and state taxes. Our effective tax rate for the full year is expected to be approximately 26% to 27%. 16 Six Months Ended September 28, 2025 Compared to Six Months Ended September 29, 2024 Sales Sales were $573.7 million for the six months ended September 28, 2025, an increase of $70.8 million, or 14%, from sales of $502.9 million in the same period a year ago. Each of our segments contributed to the year-over-year growth, with our Water Treatment segment showing 24% growth. Water Treatment Segment. Water Treatment segment sales increased $58.8 million, or 24%, to $300.5 million for the six months ended September 28, 2025, from sales of $241.7 million in the same period a year ago. Sales of bulk commodity products in the Water Treatment segment were approximately 8% of sales dollars in the current period and 9% in the same period a year ago. Sales increased as a result of $52 million of added sales from acquired businesses as well as increased organic sales volumes and improved pricing on certain of our products. Food & Health Sciences. Food & Health Sciences sales increased $5.6 million or 4%, to $162.1 million for the six months ended September 28, 2025, from sales of $156.5 million in the same period a year ago. Sales of our agricultural products increased $5.8 million due to increased volumes, partially offset by declines in some of our other product lines as a result of lower selling prices driven by competitive pricing pressures. Industrial Solutions Segment. Industrial Solutions segment sales increased $6.4 million, or 6%, to $111.1 million for the six months ended September 28, 2025, from sales of $104.7 million in the same period a year ago. Sales of bulk commodity products in the Industrial Solutions segment were approximately 21% of sales dollars in the current period and 22% in the same period a year ago. Sales increased primarily as a result of increased sales of certain of our manufactures, blended and repackaged products. Gross Profit Gross profit increased $15.1 million, or 12%, to $140.0 million, or 24% of sales, for the six months ended September 28, 2025, from $124.9 million, or 25% of sales, in the same period a year ago. During the current period, the LIFO reserve increased, and gross profit decreased, by $0.9 million due primarily to a projected increase in certain commodity volumes and costs at year end. In the same period a year ago, the LIFO reserve increased, and gross profit decreased, by $0.4 million. Water Treatment Segment. Gross profit for the Water Treatment segment increased $15.9 million, or 22%, to $87.0 million, or 29% of sales, for the six months ended September 28, 2025, from $71.1 million, or 29% of sales, in the same period a year ago. Gross profit increased primarily as a result of increased sales from our acquired businesses, as well as increased organic sales. Food & Health Sciences. Gross profit for the Food & Health Sciences segment decreased $1.1 million, or 3% to $34.8 million, or 21% of sales, for the six months ended September 28, 2025, from $36.0 million, or 23% of sales, in the same period a year ago. Gross profit decreased primarily as a result of lower selling prices resulting from competitive pricing pressures. Industrial Solutions Segment . Gross profit for our Industrial Solutions segment increased $0.4 million, or 2%, to $18.2 million, or 16% of sales, for the six months ended September 28, 2025, from $17.8 million, or 17% of sales, in the same period a year ago. Gross profit increased as a result of the increase in sales. Selling, General and Administrative Expenses SG&A expenses increased $13.4 million, or 26%, to $64.7 million, or 11% of sales, for the six months ended September 28, 2025, from $51.3 million, or 10% of sales, in the same period a year ago. Expenses increased largely due to $10.4 million in added costs from the acquired businesses in our Water Treatment segment, including amortization of intangibles of $4.5 million, fair value accretion on earnout liability of $0.9 million, and $0.7 million of acquisition costs. In addition, a year-over-year increase of $0.8 million in compensation expense related to our non-qualified deferred compensation plan increased SG&A expenses, with the offset in Other Income. In the current year, we recorded a reduction to SG&A expense of $1.9 million related to fair value accretion previously recorded on the Water Solutions earnout due to a change in projections. SG&A expenses also increased due to increases in other variable costs, including variable pay and personnel costs Operating Income Operating income increased $1.8 million, or 2%, to $75.3 million, or 13% of sales, for the six months ended September 28, 2025, from $73.5 million, or 15% of sales, in the same period a year ago due to the combined impact of the factors discussed above. Interest Expense, Net Interest expense increased $4.4 million to $7.1 million for the six months ended September 28, 2025, from $2.7 million in the same period a year ago. Interest expense increased due to an increase in outstanding borrowings in the current year, primarily to fund the acquisition of WaterSurplus. Other Income Other income was $1.7 million for the six months ended September 28, 2025 compared to $0.8 million in the same period a year ago. The income represents gains recorded on investments held for our non-qualified deferred compensation plan. The amounts recorded as a gain were offset by similar amounts recorded as an increase to compensation expense within SG&A expenses. Income Tax Provision Our effective income tax rate was 26% for both the six months ended September 28, 2025 and the same period a year ago. The effective tax rate for both the six months ended September 28, 2025 and the same period a year ago were impacted by favorable tax provision adjustments recorded. The effective tax rate is impacted by projected levels of annual taxable income, permanent items, and state taxes. Our effective tax rate for the full year is currently expected to be approximately 26% to 27%. Liquidity and Capital Resources Cash was $10.4 million at September 28, 2025, an increase of $5.3 million as compared with the $5.1 million available as of March 30, 2025. Cash provided by operating activities was $71.0 million for the six months ended September 28, 2025, compared to cash provided by operating activities of $59.2 million in the same period a year ago. The year-over-year increase in cash provided by operating activities in the current period was primarily driven by favorable year-over-year changes in trade receivables compared to the same period a year ago. Due to the nature of our operations, which includes purchases of large quantities of bulk chemicals, the timing of purchases can result in significant changes in working capital investment and the resulting operating cash flow. Cash u sed in investing activities was $185.8 million for the six months ended September 28, 2025, compared to $46.3 million in the sam e period a year ago. In the current period, we incurred acquisition spending of $162.5 million , including the acquisition of WaterSurplus for approximately $149.9 million paid at closing. Capital expenditures were $24.3 million for the current period, compared to $21.3 million in the same period a year ago. In the current period, we had more investments in transportation equipment, resulting in an increase in overall capital expenditures compared to the prior year. Cash provided by financing activities was $120.1 million for the six months ended September 28, 2025, compared to $12.5 million of cash used in financing activities in the same period a year ago. Included in financing activities in the current period were net debt borrowings of $130.0 million, compared to net debt borrowings of $5.0 million in the same period a year ago. We drew approximately $150 million of the proceeds from the Revolving Loan Facility for the acquisition of WaterSurplus. In addition, we repurchased no common stock in the current period, compared to $9.1 million in the same period of the prior year. We expect our cash balances and funds available under our credit facility, discussed below, along with cash flows generated from operations, will be sufficient to fund the cash requirements of our ongoing operations for the foreseeable future. Our Board has authorized the repurchase of up to 2.6 million shares of our outstanding common shares. The shares may be purchased on the open market or in privately negotiated transactions subject to applicable securities laws and regulations. The primary objective of the share repurchase program is to offset the impact of dilution from issuances relating to employee and director equity grants and our employee stock purchase program. During the three and six months ended September 28, 2025, we repurchased no shares of common stock. During the three months ended September 29, 2024, we repurchased no shares of common stock and during the six months ended September 29, 2024, we repurchased 105,541 shares of common stock with an aggregate purchase price of $9.1 million. As of September 28, 2025, 731,544 shares remained available to be repurchased under the share repurchase program. We are party to a second amended and restated credit agreement with U.S. Bank National Association (“U.S. Bank”) as Administrative Agent, Sole Lead Arranger and Sole Book Runner, and the other lenders from time to time party thereto (collectively, the “Lenders”), dated as of March 31, 2022 (the “Existing Credit Agreement” and as amended, restated or modified from time to time, and as modified by the Amendment, the “Credit Agreement”). The Joinder, Consent and Second Amendment to Second Amended and Restated Credit Agreement, dated April 25, 2025 increased the revolving commitment under the Existing Credit Agreement to provide us with senior secured revolving credit facilities (the “Revolving Loan Facility”) totaling $400.0 million. The Revolving Loan Facility includes a $10.0 million letter of credit subfacility and $25.0 million swingline subfacility. The Revolving Loan Facility has a five-year maturity date, maturing on April 25, 2030. The Revolving Loan Facility is secured by substantially all of our personal property assets and those of our subsidiaries. We may use the amount available under 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. Borrowings under the Revolving Loan Facility bear interest at a rate per annum equal to one of the following, plus, in both cases, an applicable margin based upon our leverage ratio: (a) Term SOFR, for an interest period of one, three or six months as selected by us, reset at the end of the selected interest period, or (b) a base rate determined by reference to the highest of (1) U. S. Bank’s prime rate, (2) the Federal Funds Effective Rate plus 0.5%, or (3) one-month Term SOFR for U.S. dollars plus 1.0%. The Term SOFR margin is between 1.0% and 1.85%, depending on our leverage ratio. The base rate margin is between 0.00% and 0.85%, depending on our leverage ratio. At September 28, 2025, the effective interest rate on our borrowings was 5.1%. 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 paid to the Lenders are being amortized as interest expense over the term of the Credit Agreement. As of September 28, 2025, the unamortized balance of these costs was $0.9 million, and is reflected as a reduction of debt on our balance sheet. The Credit Agreement will require 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 3.5 to 1.0, subject to an election by us to increase the maximum total cash flow leverage ratio to 4.0 to 1.0 after certain Permitted Acquisitions subject to limitations set forth in the Credit Agreement. 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 its assets or 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 were in compliance with all covenants of the Credit Agreement as of September 28, 2025 and expect to remain in compliance with all covenants for the next 12 months. The Credit Agreement contains customary events of default, the occurrence of which would permit the lenders to terminate their commitments and accelerate loans under the Revolving Loan Facility, including failure to make payments under the Revolving Loan Facility, failure to comply with covenants in the Credit Agreement and other loan documents, cross default to other material indebtedness, our failure to pay or discharge material judgments, bankruptcy, and change of control of the Company. The occurrence of an event of default would permit the lenders to terminate their commitments and accelerate loans under the Credit Facility. 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. As part of our growth strategy, we have acquired businesses and may pursue acquisitions or other strategic relationships in the future that we believe will complement or expand our existing businesses or increase our customer base. We believe we could borrow additional funds under our current or new credit facilities or sell equity for strategic reasons or to further strengthen our financial position. Critical Accounting Estimates There have been no material changes in our critical accounting estimates, as disclosed in our Annual Report on Form 10-K for fiscal 2025 . Forward-Looking Statements The information presented in this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts, but rather are based on our current expectations, estimates and projections, and our beliefs and assumptions. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “will” and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. These factors could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Additional information concerning potential factors that could affect future financial results is included in our Annual Report on Form 10-K for fiscal 2025 . We caution you not to place undue reliance on these forward-looking statements, which reflect our management’s view only as of the date of this Quarterly Report on Form 10-Q. We are not obligated to update these statements or publicly release the result of any revisions to them to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events. 17