HAWKINS INC (HWKN)

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 months ended June 28, 2026 as compared to the similar period ended June 29, 2025. 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 Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended March 29, 2026.

Overview

We derive substantially all of our revenues from the sale of water treatment, specialty ingredients, and chemistry products to our customers in a wide variety of industries. We believe that we create value for our customers through superb service and support, quality products, personalized applications and trustworthy, and creative employees.

Business Acquisitions

We completed the following acquisitions in the first quarter of fiscal 2027 and 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 included 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.

Fiscal 2027

•On April 30, 2026, we acquired substantially all the assets and assumed certain liabilities of Aqua-Chem, Inc. ("Aqua-Chem") for approximately $3.6 million. Aqua-Chem provides water treatment products to commercial pools, including chemistry, equipment, and service, mainly to Nebraska and Iowa customers.

Fiscal 2026

•On December 3, 2025, we acquired substantially all the assets and assumed certain liabilities of Redbird Chemical, Inc. (“Redbird”) for $4.6 million. Redbird distributed chemicals to its customers in eastern Texas within both the water treatment and industrial markets.

•On August 29, 2025, we acquired substantially all the assets and assumed certain liabilities of StillWaters Technology, Inc. ("StillWaters") for $4.3 million. StillWaters distributed 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. Located in Courtland, AL, PhillTech manufactured and distributed 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 Enterprises, LLC and Polymer Technologies, LLC (collectively, "Hendrickson") for approximately $1.5 million. Hendrickson distributed water treatment chemicals and equipment to its customers via direct shipments from suppliers.

•On April 25, 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.

The aggregate annual revenue of the seven businesses acquired during fiscal 2026 and the first quarter of fiscal 2027 totaled approximately $52.3 million, as determined using the applicable twelve-month period preceding each respective acquisition date.

Financial Results

We focus on total 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, particularly in our Water Treatment and Industrial Solutions segments. 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 June 28, 2026 Compared to Three Months Ended June 29, 2025

Sales

Sales were $315.7 million for the three months ended June 28, 2026, an increase of $22.4 million, or 8%, from sales of $293.3 million in the same period a year ago. All of our segments grew by more than 5% as compared to the prior year.

Water Treatment Segment. Water Treatment segment sales increased $8.7 million, or 6%, to $158.3 million for the three months ended June 28, 2026, from sales of $149.6 million in the same period a year ago. Sales of bulk commodity products in the Water Treatment segment were approximately 10% of sales dollars in the current quarter and 8% in the same period a year ago. Sales increased primarily due to improved pricing on certain of our products in our legacy business on higher volumes, along with approximately $6.9 million in additional sales from acquired businesses.

Food & Health Sciences Segment. Food & Health Sciences segment sales increased $8.1 million, or 9%, to $97.3 million for the three months ended June 28, 2026, from sales of $89.2 million in the same period a year ago. Sales dollars increased as a result of increased volumes of our agricultural, nutrition, and pharmaceutical products, partially offset by decreased sales volumes of our food ingredients products.

Industrial Solutions Segment. Industrial Solutions segment sales increased $5.6 million, or 10%, to $60.1 million for the three months ended June 28, 2026, from sales of $54.5 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 $1.6 million, or 2%, to $74.0 million, or 23% of sales, for the three months ended June 28, 2026, from $72.4 million, or 25% of sales, in the same period a year ago. During the current quarter, the LIFO reserve increased, and gross profit decreased, by $1.9 million. In the same period a year ago, the LIFO reserve increased, and gross profit decreased, by $0.6 million. In addition to the $1.3 million impact of the LIFO reserve, gross margin was pressured by higher freight costs that were not fully recovered through freight charges billed to customers.

Water Treatment Segment. Gross profit for the Water Treatment segment increased $1.7 million, or 4%, to $45.5 million, or 29% of sales, for the three months ended June 28, 2026, from $43.7 million, or 29% of sales, in the same period a year ago. During the current quarter, the LIFO reserve increased, and gross profit decreased, by $0.5 million. In the same period a year ago, the LIFO reserve increased, and gross profit decreased, by $0.2 million. The increase in gross profit was primarily driven by higher sales from our acquired and legacy businesses, partially offset by higher LIFO and freight costs.

Food & Health Sciences Segment. Gross profit for the Food & Health Sciences segment was $19.3 million for the three months ended June 28, 2026, unchanged from the same period in the prior year. As a percentage of sales, gross profit decreased to 20% from 22% in the same period a year ago. During the current quarter, the LIFO reserve increased, and gross profit decreased, by $0.8 million. In the same period a year ago, the LIFO reserve increased, and gross profit decreased, by $0.2 million. The benefit of higher sales volumes was offset by higher LIFO and freight costs.

Industrial Solutions Segment. Gross profit for the Industrial Solutions segment of $9.2 million, or 15% of sales, for the three months ended June 28, 2026, was relatively flat compared to $9.3 million, or 17% of sales, in the same period a year ago. During the current quarter, the LIFO reserve increased, and gross profit decreased, by $0.7 million. In the same period a year ago, the LIFO reserve increased, and gross profit decreased, by $0.2 million. The benefit of higher sales volumes was more than offset by higher LIFO and freight costs.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses increased $4.3 million, or 14%, to $35.3 million, or 11% of sales, for the three months ended June 28, 2026, from $31.0 million, or 11% of sales, in the same period a year ago. This included $2.1 million due to added costs from the acquired businesses in our Water Treatment segment. In addition, the prior-year period included a $1.9 million favorable fair value adjustment that reduced SG&A, reflecting a downward revision to the estimated Water Solutions earnout liability based on a change in projected estimates related to the earnout target. This benefit did not recur in the current period, resulting in a $1.9 million year-over-year increase in SG&A. SG&A also included a $0.5 million increase in non-qualified deferred compensation expense, which was offset by a corresponding gain within other income. These increases were partially offset by lower acquisition-related costs and other changes across our operating expenses.

Operating Income

Operating income decreased $2.7 million, or 6%, to $38.7 million, or 12% of sales, for the three months ended June 28, 2026, from $41.3 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 decreased $0.5 million to $2.8 million for the three months ended June 28, 2026 compared to $3.3 million in the s

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ITEM 7. 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 fiscal 2026, 2025, and 2024. This discussion should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

Overview

We derive substantially all of our revenues from the sale of water treatment, specialty ingredients, and chemistry products to our customers in a wide variety of industries. We believe that we create value for our customers through superb service and support, quality products, personalized applications and trustworthy, creative employees

Financial Overview

Highlights of fiscal 2026 include:

•Sales of $1,083.7 million, an increase of $109.3 million, or 11% from fiscal 2025;

•Gross profit of $245.1 million, an increase of $19.5 million, or 9% from fiscal 2025;

•Operating cash flow of $144.3 million, an increase of $33.2 million, or 30% from fiscal 2025; and

•Diluted earnings per share (EPS) of $3.91, a decrease of $0.12, or 3%, from fiscal 2025;

•Pro forma diluted EPS of $3.95, an increase of $0.32, or 9%, from fiscal 2025.

We focus on total profitability dollars 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, particularly in our Water Treatment and Industrial Solutions segments. 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 consolidated statements of income. 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.

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Factors Affecting Comparability of Results

Business Acquisitions

We completed the following acquisitions in 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 included in our Food & Health Sciences segment. Certain acquisitions discussed below are not included in Note 2 to our Consolidated Financial Statements as they were not deemed to be material enough to warrant disclosure.

•On December 3, 2025, we acquired substantially all the assets and assumed certain liabilities of Redbird Chemical, Inc. (“Redbird”) for $4.6 million. Redbird distributed chemicals to its customers in eastern Texas within both the water treatment and industrial markets.

•On August 29, 2025, we acquired substantially all the assets and assumed certain liabilities of StillWaters Technology, Inc. ("StillWaters") for $4.3 million. StillWaters distributed 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. Located in Courtland, AL, PhillTech manufactured and distributed 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 Enterprises, LLC and Polymer Technologies, LLC (collectively, "Hendrickson") for approximately $1.5 million. Hendrickson distributed water treatment chemicals and equipment to its customers via direct shipments from suppliers.

•On April 25, 2025, we acquired substantially all of the assets and assumed certain liabilities of WaterSurplus, Inc. ("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.

The aggregate annual revenue of these six businesses acquired in fiscal 2026 totaled approximately $48 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 better reflect how 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 and Health Sciences, and Industrial Solutions. These segments are defined primarily by product and type of customer. Information presented in this annual report has been recast to align with the new segments. Additional information regarding these new segments is set forth in Note 15 to our Consolidated Financial Statements.

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Results of Operations

The following table sets forth certain items from our statement of income as a percentage of sales for fiscal 2026 and 2025:

Fiscal 2026 Compared to Fiscal 2025

Sales

Sales were $1,083.7 million for fiscal 2026, an increase of $109.3 million, or 11%, from sales of $974.4 million for fiscal 2025. The year-over-year increase was driven by sales growth in our Water Treatment and Industrial Solutions segments, which grew 22% and 7%, respectively , while sales in our Food and Health Sciences segment declined slightly.

Water Treatment Segment.  Water Treatment segment sales increased $96.8 million, or 22%, to $543.3 million for fiscal 2026, as compared to $446.5 million for fiscal 2025. Sales of bulk commodity products in the Water Treatment segment were approximately 9% of sales dollars in both fiscal 2026 and fiscal 2025. Sales increased as a result of $83.3 million of added sales from acquired businesses as well as increased sales volumes and pricing on certain of our products in our legacy business.

Food and Health Sciences Segment. Food and Health Sciences segment sales decreased $1.9 million, or 1%, to $320.7 million for fiscal 2026, as compared to $322.6 million for fiscal 2025. Sales of our agricultural products increased $6.8 million, which was more than offset by declines in some of our other product lines resulting from lower selling prices, primarily driven by competitive pricing pressures.

Industrial Solutions Segment.  Industrial Solutions segment sales increased $14.3 million, or 7%, to $219.7 million for fiscal 2026, as compared to $205.4 million for fiscal 2025. Sales of bulk commodity products in the Industrial Solutions segment were approximately 21% of sales dollars in fiscal 2026 and 23% of sales dollars in fiscal 2025. Sales increased primarily as a result of increased sales volumes of certain of our manufactured, blended and repackaged products.

Gross Profit

Gross profit increased $19.5 million, or 9%, to $245.1 million, or 23% of sales, for fiscal 2026, from $225.5 million, or 23% of sales, for fiscal 2025. During fiscal 2026, the LIFO reserve increased, and gross profits decreased, by $1.5 million, primarily due to rising raw material costs. In fiscal 2025, the LIFO reserve decreased, and gross profits increased, by $1.6 million, primarily due to lower prices year-over-year on certain products. Gross profit increased due to increased sales volumes, partially offset by the unfavorable year-over-year impact of the increased LIFO reserve.

Water Treatment Segment.  Gross profit for the Water Treatment segment increased $23.1 million, or 19%, to $145.0 million, or 27% of sales, for fiscal 2026, from $121.8 million, or 27% of sales, for fiscal 2025. Gross profit increased primarily as a result of the addition of sales from our acquired businesses.

Food and Health Sciences Segment. Gross profit for our Food and Health Sciences segment decreased $4.6 million, or 6%, to $67.3 million, or 21% of sales, for fiscal 2026, from $71.9 million, or 22% of sales, for fiscal 2025. Gross profit decreased as a result of lower selling prices, primarily as a result of competitive pricing pressures.

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Industrial Solutions Segment.  Gross profit for the Industrial Solutions segment increased $1.0 million, or 3%, to $32.8 million, or 15% of sales, for fiscal 2026, from $31.8 million, or 15% of sales, for fiscal 2025. Gross profit increased as a result of the increase in sales.

Selling, General and Administrative Expenses

SG&A expenses increased $17.4 million, or 16% to $123.8 million, or 11% of sales, for fiscal 2026, from $106.4 million, or 11% of sales, for fiscal 2025. Expenses increased largely due to $19.3 million in added costs from the acquired business in our Water Treatment segment, including amortization of intangibles of $8.9 million, as well as increased variable costs. This was partially offset by a reduction of $8.1 million to the Water Solutions earnout.

Operating Income

Operating income increased $2.1 million, or 2%, to $121.3 million, or 11% of sales, for fiscal 2026, as compared to $119.2 million, or 12% of sales, for fiscal 2025, due to the combined impact of the factors discussed above.

Interest Expense, Net

Interest expense was $13.5 million for fiscal 2026, an increase of $8.1 million from interest expense of $5.4 million for fiscal 2025. Interest expense increased due to higher outstanding borrowings in the current year, primarily to fund current year acquisitions.

Income Tax Provision

Our effective tax rate was approximately 25% for fiscal 2026 and 26% for fiscal 2025. The current year decrease in the effective tax rate was primarily driven by favorable tax provision adjustments recorded. The effective tax rate is impacted by projected levels of annual taxable income, permanent items, and state taxes.

Fiscal 2025 Compared to Fiscal 2024

Sales

Sales were $97

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